0000902664-15-003616.txt : 20150911 0000902664-15-003616.hdr.sgml : 20150911 20150911160845 ACCESSION NUMBER: 0000902664-15-003616 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150911 DATE AS OF CHANGE: 20150911 GROUP MEMBERS: EMINENCE CAPITAL, LP GROUP MEMBERS: EMINENCE GP, LLC GROUP MEMBERS: RICKY C. SANDLER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MENS WEARHOUSE INC CENTRAL INDEX KEY: 0000884217 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-APPAREL & ACCESSORY STORES [5600] IRS NUMBER: 741790172 STATE OF INCORPORATION: TX FISCAL YEAR END: 0130 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43714 FILM NUMBER: 151103468 BUSINESS ADDRESS: STREET 1: 6380 ROGERDALE RD CITY: HOUSTON STATE: TX ZIP: 77072 BUSINESS PHONE: 281-776-7000 MAIL ADDRESS: STREET 1: 6380 ROGERDALE RD CITY: HOUSTON STATE: TX ZIP: 77072 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EMINENCE CAPITAL, LP CENTRAL INDEX KEY: 0001107310 IRS NUMBER: 134036527 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 65 EAST 55TH STREET STREET 2: 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-418-2100 MAIL ADDRESS: STREET 1: 65 EAST 55TH STREET STREET 2: 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: EMINENCE CAPITAL LLC DATE OF NAME CHANGE: 20000218 SC 13D/A 1 p15-1858sc13da.htm THE MEN'S WEARHOUSE, INC.
SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  
   
SCHEDULE 13D/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
 

The Men's Wearhouse, Inc.

(Name of Issuer)
 

Common Stock, par value $0.01 per share

(Title of Class of Securities)
 

587118100

(CUSIP Number)
 
 

Marc Weingarten

Schulte Roth & Zabel LLP

919 Third Avenue

New York, New York 10022

(212) 756-2000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 

September 9, 2015

(Date of Event Which Requires Filing of This Statement)
 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]

 

(Page 1 of 8 Pages)

______________________________

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP No. 587118100SCHEDULE 13D/APage 2 of 8 Pages

 

1

NAME OF REPORTING PERSON

Eminence Capital, LP

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

4,026,831 shares of Common Stock

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

4,026,831 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

4,026,831 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

8.3%

14

TYPE OF REPORTING PERSON

IA; PN

         

 

 

CUSIP No. 587118100SCHEDULE 13D/APage 3 of 8 Pages

 

1

NAME OF REPORTING PERSON

Eminence GP, LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

0

8

SHARED VOTING POWER

3,442,071 shares of Common Stock

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

3,442,071 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

3,442,071 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

7.1%

14

TYPE OF REPORTING PERSON

OO

         

 

 

CUSIP No. 587118100SCHEDULE 13D/APage 4 of 8 Pages

 

1

NAME OF REPORTING PERSON

Ricky C. Sandler

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 7

SOLE VOTING POWER

700 shares of Common Stock

8

SHARED VOTING POWER

4,026,831 shares of Common Stock

9

SOLE DISPOSITIVE POWER

700 shares of Common Stock

10

SHARED DISPOSITIVE POWER

4,026,831 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

4,027,531 shares of Common Stock

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

8.3%

14

TYPE OF REPORTING PERSON

IN

         

 

 

CUSIP No. 587118100SCHEDULE 13D/APage 5 of 8 Pages

This Amendment No. 8 (“Amendment No. 8”) amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on November 7, 2013 (as amended, the “Schedule 13D”) with respect to the shares of common stock, $0.01 par value (the “Common Stock”), of The Men's Wearhouse, Inc., a Texas corporation (the “Issuer”). Capitalized terms used herein and not otherwise defined in this Amendment No. 8 have the meanings set forth in the Schedule 13D. This Amendment No. 8 amends Items 3 and 5 as set forth below.

 

Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

 

The first sentence of Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:

 

  The Reporting Persons used approximately $174,380,380 (including brokerage commissions) in the aggregate to purchase the Common Stock reported in this Schedule 13D.

 

Item 5. INTEREST IN SECURITIES OF THE ISSUER

 

Paragraphs (a)-(c) of Item 5 of the Schedule 13D are hereby amended and restated in their entirety as follows:

 

  (a)    The aggregate number and percentage of shares of Common Stock to which this Schedule 13D relates is 4,027,531 shares of Common Stock, constituting approximately 8.3% of the Issuer’s currently outstanding Common Stock.  The aggregate number and percentage of shares of Common Stock reported herein are based upon the 48,356,661 shares of Common Stock outstanding as of August 28, 2015, as reported in the Issuer’s Quarterly Report on Form 10-Q for the period ended August 1, 2015 filed with the SEC on September 9, 2015.

 

    (i) Eminence Capital:
      (a) As of the date hereof, Eminence Capital may be deemed the beneficial owner of 4,026,831 shares of Common Stock.
        Percentage: Approximately 8.3% as of the date hereof.
         
      (b) 1.  Sole power to vote or direct vote: 0
        2.  Shared power to vote or direct vote: 4,026,831 shares of Common Stock
        3.  Sole power to dispose or direct the disposition: 0
        4.  Shared power to dispose or direct the disposition: 4,026,831 shares of Common Stock
         
    (ii) Eminence GP:
      (a) As of the date hereof, Eminence GP may be deemed the beneficial owner of 3,442,071 shares of Common Stock.
        Percentage: Approximately 7.1% as of the date hereof.
         
      (b) 1.  Sole power to vote or direct vote: 0
        2.  Shared power to vote or direct vote: 3,442,071 shares of Common Stock
        3.  Sole power to dispose or direct the disposition: 0
        4.  Shared power to dispose or direct the disposition: 3,442,071 shares of Common Stock

 

CUSIP No. 587118100SCHEDULE 13D/APage 6 of 8 Pages

 

 

    (iii) Mr. Sandler:
      (a) As of the date hereof, Mr. Sandler may be deemed the beneficial owner of 4,027,531 shares of Common Stock.
        Percentage: Approximately 8.3% as of the date hereof.
         
      (b) 1. Sole power to vote or direct vote: 700 shares of Common Stock
        2. Shared power to vote or direct vote: 4,026,831 shares of Common Stock
       

3. Sole power to dispose or direct the disposition: 700 shares of Common Stock

4. Shared power to dispose or direct the disposition: 4,026,831 shares of Common Stock

 

  (c)    Information concerning transactions in the Common Stock effected by the Reporting Persons during the past sixty days is set forth in Schedule A hereto and is incorporated herein by reference. All of such transactions were effected in the open market.
         

 

 

CUSIP No. 587118100SCHEDULE 13D/APage 7 of 8 Pages

 

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATE: September 11, 2015

 

  /s/ Ricky C. Sandler
  Ricky C. Sandler, individually; as
Managing Member of Eminence Capital GP, LLC, the General Partner of Eminence Capital, LP;
and as Managing Member of Eminence GP, LLC

 

 

 

CUSIP No. 587118100SCHEDULE 13D/APage 8 of 8 Pages

Schedule A

TRANSACTIONS IN THE ISSUER'S SHARES OF COMMON STOCK BY THE REPORTING PERSONS DURING THE PAST SIXTY DAYS

The following table sets forth all transactions with respect to the shares of Common Stock effected during the past sixty days by any of the Reporting Persons. All such transactions in the table were effected in the open market through a broker and include brokerage commissions.

 

Trade Date Amount Purchased (Sold) Price Per Share ($)
7/27/2015 (13,549) 59.16
7/30/2015 (11,408) 59.33
7/31/2015 (34,344) 59.44
8/3/2015 (15,025) 58.20
8/18/2015 598 57.75
8/28/2015 11,674 56.74
8/31/2015 (1,188) 56.65
9/1/2015 4,546 55.40
9/9/2015 535,000 52.43
9/9/2015 265,300 51.10
9/10/2015 91,074 48.84