0000902664-17-001904.txt : 20170407 0000902664-17-001904.hdr.sgml : 20170407 20170407170522 ACCESSION NUMBER: 0000902664-17-001904 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170407 DATE AS OF CHANGE: 20170407 GROUP MEMBERS: EMINENCE CAPITAL, LP GROUP MEMBERS: EMINENCE GP, LLC GROUP MEMBERS: RICKY C. SANDLER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TAILORED BRANDS INC CENTRAL INDEX KEY: 0000884217 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-APPAREL & ACCESSORY STORES [5600] IRS NUMBER: 474908760 FISCAL YEAR END: 0128 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43714 FILM NUMBER: 17750646 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 FORMER COMPANY: FORMER CONFORMED NAME: MENS WEARHOUSE INC DATE OF NAME CHANGE: 19930328 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 p17-0983sc13da.htm TAILORED BRANDS, INC.

 

SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  
   
SCHEDULE 13D/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 13)*
 

Tailored Brands, Inc.

(Name of Issuer)
 

Common Stock, par value $0.01 per share

(Title of Class of Securities)
 

87403A107

(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)
 

April 6, 2017

(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 7 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. 87403A107

SCHEDULE 13D/APage 2 of 7 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

7,253,578 shares of Common Stock

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

7,253,578 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

7,253,578 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)

14.9%

14

TYPE OF REPORTING PERSON

IA; PN

         

 

 

 

CUSIP No. 87403A107

SCHEDULE 13D/APage 3 of 7 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

5,669,266 shares of Common Stock

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

5,669,266 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

5,669,266 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)

11.6%

14

TYPE OF REPORTING PERSON

OO

         

 

 

CUSIP No. 87403A107

SCHEDULE 13D/APage 4 of 7 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

3,100 shares of Common Stock

8

SHARED VOTING POWER

7,253,578 shares of Common Stock

9

SOLE DISPOSITIVE POWER

3,100 shares of Common Stock

10

SHARED DISPOSITIVE POWER

7,253,578 shares of Common Stock

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

7,256,678 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)

14.9%

14

TYPE OF REPORTING PERSON

IN

         

 

 

CUSIP No. 87403A107

SCHEDULE 13D/APage 5 of 7 Pages

 

This Amendment No. 13 (“Amendment No. 13”) 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, of The Men's Wearhouse, Inc., the predecessor of Tailored Brands, Inc., a Texas corporation (the “Issuer”). Capitalized terms used herein and not otherwise defined in this Amendment No. 13 have the meanings set forth in the Schedule 13D. This Amendment No. 13 amends Items 4 and 5 as set forth below.

 

Item 4. PURPOSE OF TRANSACTION
   
 

Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following:

 

On April 6, 2017, Mr. Sandler informed the Issuer that he would not stand for election as a director of the Issuer at the 2017 Annual Meeting of Shareholders as a result of the significant demands on his time relating to Eminence’s other portfolio investments and his executive obligations. As such, the Reporting Persons are no longer subject to the Issuer’s insider trading policy. Mr. Sandler’s decision was not related to any disagreement or dispute with the Issuer.

 

Item 5. INTEREST IN SECURITIES OF THE ISSUER
   
  Paragraphs (a)-(b) 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 7,256,678 shares of Common Stock, constituting approximately 14.9% of the Issuer's currently outstanding Common Stock. The aggregate number and percentage of shares of Common Stock reported herein are based upon the 48,783,700 shares of Common Stock outstanding as of March 17, 2017, as reported in the Issuer's Annual Report on Form 10-K for the fiscal year ended January 28, 2017 filed with the SEC on March 24, 2017.
   
  (b)

 

  (i) Eminence Capital:
    (a) As of the date hereof, Eminence Capital may be deemed the beneficial owner of 7,253,578 shares of Common Stock.
      Percentage: Approximately 14.9% as of the date hereof.

 

    (b) 1.  Sole power to vote or direct vote: 0
      2.  Shared power to vote or direct vote: 7,253,578 shares of Common Stock
      3.  Sole power to dispose or direct the disposition: 0
      4.  Shared power to dispose or direct the disposition: 7,253,578 shares of Common Stock

 

  (ii) Eminence GP:
    (a) As of the date hereof, Eminence GP may be deemed the beneficial owner of 5,669,266 shares of Common Stock.
      Percentage: Approximately 11.6% as of the date hereof.

 

 

 

CUSIP No. 87403A107

SCHEDULE 13D/APage 6 of 7 Pages

 

    (b) 1.  Sole power to vote or direct vote: 0
      2.  Shared power to vote or direct vote: 5,669,266 shares of Common Stock
      3.  Sole power to dispose or direct the disposition: 0
      4.  Shared power to dispose or direct the disposition: 5,669,266 shares of Common Stock

 

  (iii) Mr. Sandler:
    (a) As of the date hereof, Mr. Sandler may be deemed the beneficial owner of 7,256,678 shares of Common Stock.
      Percentage: Approximately 14.9% as of the date hereof.

 

    (b) 1.  Sole power to vote or direct vote: 3,100 shares of Common Stock
      2.  Shared power to vote or direct vote: 7,253,578 shares of Common Stock
     

3. Sole power to dispose or direct the disposition: 3,100 shares of Common Stock

4. Shared power to dispose or direct the disposition: 7,253,578 shares of Common Stock

 

 

CUSIP No. 87403A107

SCHEDULE 13D/APage 7 of 7 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: April 7, 2017

 

  /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