-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MYonY7gNy0c8RmzvwJ+/ID+9BHB/VbRzXKgnAhxAS5dfe6qYJuAiaexwkhjFJyos 8UlgI0LDflQ0ZNafqErr1A== 0000950129-02-003101.txt : 20020618 0000950129-02-003101.hdr.sgml : 20020618 20020618112816 ACCESSION NUMBER: 0000950129-02-003101 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20011231 FILED AS OF DATE: 20020618 FILER: 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: 0201 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16097 FILM NUMBER: 02681205 BUSINESS ADDRESS: STREET 1: 5803 GLENMONT DR CITY: HOUSTON STATE: TX ZIP: 77081 BUSINESS PHONE: 7135927200 MAIL ADDRESS: STREET 1: 5803 GLENMONT DR CITY: HOUSTON STATE: TX ZIP: 77081 11-K 1 h97801e11vk.txt THE MEN'S WEARHOUSE, INC. - 401(K) SAVINGS PLAN SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K ANNUAL REPORT OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the Fiscal Year Ended December 31, 2001 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from ______________________ to ______________________ Commission File No. 1-16097 A. Full title of the plan and address of the plan, if different from that of the issuer named below: THE MEN'S WEARHOUSE, INC. 401(k) SAVINGS PLAN B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive offices: THE MEN'S WEARHOUSE, INC. 5803 Glenmont Drive Houston, Texas 77081 THE MEN'S WEARHOUSE, INC. 401(k) SAVINGS PLAN Financial Statements for the Years Ended December 31, 2001 and 2000, Supplemental Schedule for the Year Ended December 31, 2001 and Independent Auditors' Report THE MEN'S WEARHOUSE, INC. 401(k) SAVINGS PLAN TABLE OF CONTENTS - -------------------------------------------------------------------------------- PAGE INDEPENDENT AUDITORS' REPORT 1 FINANCIAL STATEMENTS AS OF DECEMBER 31, 2001 AND 2000 AND FOR THE YEARS THEN ENDED: Statements of Net Assets Available for Benefits 2 Statements of Changes in Net Assets Available for Benefits 3 Notes to Financial Statements 4 SUPPLEMENTAL SCHEDULE FOR THE YEAR ENDED DECEMBER 31, 2001 - Schedule H, Line 4i - Schedule of Assets (Held at End of Year) 7 Schedules Omitted Schedules other than those listed above are omitted because of the absence of the conditions under which they are required. INDEPENDENT AUDITORS' REPORT To the Participants of The Men's Wearhouse, Inc. 401(k) Savings Plan Houston, Texas We have audited the accompanying statements of net assets available for benefits of The Men's Wearhouse, Inc. 401(k) Savings Plan (the "Plan") as of December 31, 2001 and 2000, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2001 and 2000, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedule listed in the table of contents is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in our audit of the basic 2001 financial statements and, in our opinion, is fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole. /S/ DELOITTE & TOUCHE LLP Houston, Texas June 12, 2002 - 1 - THE MEN'S WEARHOUSE, INC. 401(k) SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS, DECEMBER 31, 2001 AND 2000 - --------------------------------------------------------------------------------
2001 2000 INVESTMENTS, At fair value: Mutual Fund Assets: AXP Cash Management Fund $ 4,046,427 $ 3,233,936 AET Equity Index II Fund 274,671 104,229 AXP Bond Fund 1,455,761 868,979 AXP Mutual Fund 2,199,969 2,062,986 AXP Blue Chip Advantage Fund 4,443,947 4,438,086 AXP New Dimensions Fund 5,517,345 6,011,906 Franklin Small Cap Fund 482,660 397,231 Invesco Dynamics Fund 571,935 605,786 Janus Overseas Fund 1,775,227 1,729,465 The Men's Wearhouse Pooled Stock Fund 4,015,388 4,592,224 Loans to participants 1,966,665 1,778,944 ----------- ----------- Total investments 26,749,995 25,823,772 ----------- ----------- CONTRIBUTIONS RECEIVABLE: Employee 230,077 373,449 Employer 15,386 23,423 ----------- ----------- NET ASSETS AVAILABLE FOR BENEFITS $26,995,458 $26,220,644 =========== ===========
See notes to financial statements. - 2 - THE MEN'S WEARHOUSE, INC. 401(k) SAVINGS PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000 - --------------------------------------------------------------------------------
2001 2000 ADDITIONS TO NET ASSETS ATTRIBUTED TO: Investment income: Net depreciation in fair value of investments $(3,718,652) $(3,379,081) Interest and dividends 464,172 1,732,471 ----------- ----------- Total investment income (3,254,480) (1,646,610) Employee contributions 6,269,148 6,087,565 Employer contributions 371,035 345,317 ----------- ----------- Total contributions 6,640,183 6,432,882 ----------- ----------- Total additions 3,385,703 4,786,272 ----------- ----------- DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO - Benefit payments 2,610,889 2,298,119 ----------- ----------- NET INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS 774,814 2,488,153 NET ASSETS AVAILABLE FOR BENEFITS: Beginning of year 26,220,644 23,732,491 ----------- ----------- End of year $26,995,458 $26,220,644 =========== ===========
See notes to financial statements. - 3 - THE MEN'S WEARHOUSE, INC. 401(k) SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000 - -------------------------------------------------------------------------------- 1. DESCRIPTION OF PLAN The following description of The Men's Wearhouse, Inc. 401(k) Savings Plan (the "Plan") provides only general information. Participants should refer to the plan and trust agreements for more information. GENERAL - The Plan is a defined contribution plan that was amended and restated effective January 1, 1992 as a separate plan; previously, it was part of The Men's Wearhouse, Inc. Employee Stock Ownership Plan and Employees' Savings Plan. The purpose of the Plan is to provide eligible employees with future retirement benefits through a deferred savings program. The Plan year ends on December 31. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA") and subsequent amendments and revisions. Effective January 1, 2002, the Plan was amended and restated to comply with various law changes commonly referred to as GUST. ELIGIBILITY - The Plan provides that all employees of The Men's Wearhouse, Inc. (the "Company"), except for employees of Moores Retail Group Inc. and subsidiaries, become eligible to participate after three months of service. Effective August 1, 2000, the K&G Men's Center, Inc. 401(k) Savings Plan (the "K&G Plan") was merged with the Men's Wearhouse, Inc. 401(k) Plan (the "Plan"). K&G Men's Center is a wholly owned subsidiary of the Men's Wearhouse, Inc. Participants of the K&G Plan received service credits for membership in the K&G Plan prior to its merger into the Plan. Participants' investment options in the K&G Plan were mapped to comparable investment options offered by the Plan, unless otherwise directed. ADMINISTRATION - The Plan is administered by an advisory committee made up of four employees, two of whom also serve on the Company's Board of Directors. The Company pays all administrative expenses of the Plan. Investments of the Plan are held in trust by American Express Trust Company (the "Trustee"). CONTRIBUTIONS - Eligible employees may make pre-tax contributions to the Plan through salary deferrals, up to the amount of the current year statutory limitations (subject to cost-of-living adjustments). Effective March 1, 1999, the Company revised the Plan to increase the Company's matching percentage from 5% to 8% on the first $2,000 salary deferral for all qualified participants. Effective March 1, 2000, the matching percentage was increased from 8% to 10% on the first $2,000 salary deferral for all qualified participants, for a maximum $200 contribution per year. AUTHORIZED INVESTMENTS - Employee contributions are deposited into a trust account which is invested by the Trustee in various investment options as directed by each employee. The investment options available include nine fund investments maintained by the Trustee plus The Men's Wearhouse Pooled Stock Fund. Plan participants, at their sole discretion, may transfer amounts between the various investment options, including The Men's Wearhouse Pooled Stock Fund, at any time. VESTING - Employees are 100% vested in their salary deferral contribution accounts and their employer contribution accounts. - 4 - DISTRIBUTIONS TO PARTICIPANTS - Upon termination of service, a participant may elect to receive either a lump-sum amount equal to the value of his or her account, or equal annual installments not to exceed the life expectancy of the participant or beneficiary. A participant may also withdraw his or her employee contributions to meet certain defined financial hardship needs subject to approval by the Plan's advisory committee. LOANS - Plan loans are available to all active Plan participants on a reasonably equivalent basis. Amounts may not exceed the lesser of $50,000 or one-half of the current value of a participant's vested account balance. All loans are fully secured by the balance in the participant's account. 2. SUMMARY OF ACCOUNTING POLICIES BASIS OF ACCOUNTING - The financial statements are prepared on the accrual basis of accounting. USE OF ESTIMATES - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates. INVESTMENT VALUATION AND INCOME RECOGNITION - The Plan's investment are stated at fair value as determined by quoted market prices. Purchases and sales of securities are recorded on a trade-date basis. Dividends are recorded on the ex-dividend date. The net (depreciation) appreciation in fair value of investment securities consists of the net change in unrealized (depreciation) appreciation in fair value and realized gains (losses) upon the sale of investments. The net change in unrealized (depreciation) appreciation and realized gains (losses) upon sale are determined using the fair values as of the beginning of the year or the purchase price if acquired since that date. PAYMENT OF BENEFITS - Benefits are recorded when paid. 3. RISKS AND UNCERTAINTIES The Plan provides for various investments in common stock and registered investment companies. Investment securities, in general, are exposed to various risks, such as interest rate, credit and overall market volatility risk. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term. 4. PLAN TERMINATION Although it has not expressed an intent to do so, the Company has the right under the Plan to terminate the Plan subject to the provisions of ERISA. 5. TAX STATUS The Internal Revenue Service (the "IRS") determined and informed the Company by letter dated July 10, 1998, that the Plan and related trust were designed in accordance with applicable sections of the Internal Revenue Code (the "IRC"). The Plan was amended and restated effective January 1, 2002, and the Company has filed for a new Determination Letter from IRS and the IRS is currently in the process of issuing the new Determination Letter. Although the Company has not received the new Determination Letter yet on the amended and restated Plan, the Plan administrator and the Plan's tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. - 5 - 6. BENEFITS PAYABLE As of December 31, 2001 and 2000, net assets available for benefits included benefits of $76,416 and $73,712, respectively, due to participants who have withdrawn from participation in the Plan. 7. RELATED PARTY TRANSACTIONS Certain Plan investments are shares of mutual funds managed by the Trustee of the Plan. The Men's Wearhouse Pooled Stock Fund invests in the common stock of the Company. Transactions with the Trustee and the Company qualify as party-in-interest transactions. 8. INVESTMENTS Individual investments which exceed 5% of net assets available for plan benefits as of December 31, 2001, are as follows: AXP Cash Management Fund $4,046,427 AXP Bond Fund 1,455,761 AXP Mutual Fund 2,199,969 AXP Blue Chip Advantage Fund 4,443,947 AXP New Dimensions Fund 5,517,345 Janus Overseas Fund 1,775,227 The Men's Wearhouse Pooled Stock Fund 4,015,388 Loans to participants 1,966,665
Individual investments which exceed 5% of net assets available for plan benefits as of December 31, 2000, are as follows: AXP Cash Management Fund $3,233,936 AXP Mutual Fund 2,062,986 AXP Blue Chip Advantage Fund 4,438,086 AXP New Dimensions Fund 6,011,906 Janus Overseas Fund 1,729,465 The Men's Wearhouse Pooled Stock Fund 4,592,224 Loans to participants 1,778,944
9. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 The following is a reconciliation of benefit payments per the financial statements for the year ended December 31, 2001 to Form 5500: Benefits paid per the financial statements $2,610,889 Add: Amounts allocated as deemed distributions to withdrawing participants at December 31, 2001 111,958 Less: Amounts allocated as deemed distributions to withdrawing participants at December 31, 2000 (32,225) ---------- Benefits paid per Form 5500 $2,690,622 ==========
****** - 6 - THE MEN'S WEARHOUSE, INC. 401(k) SAVINGS PLAN SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR), DECEMBER 31, 2001 - --------------------------------------------------------------------------------
(C) DESCRIPTION OF (B) INVESTMENT, INCLUDING IDENTITY OF ISSUE, MATURITY DATE, RATE (E) BORROWER, LESSOR, OR OF INTEREST, COLLATERAL, CURRENT (A) SIMILAR PARTY PAR OR MATURITY VALUE VALUE MUTUAL FUNDS: * American Express Trust Company AXP Cash Management Fund $ 4,046,427 * American Express Trust Company AXP Bond Fund 1,455,761 * American Express Trust Company AXP Mutual Fund 2,199,969 * American Express Trust Company AXP Blue Chip Advantage Fund 4,443,947 * American Express Trust Company AXP New Dimensions Fund 5,517,345 Janus Janus Overseas Fund 1,775,227 Franklin Templeton Franklin Small Cap Fund 482,660 Invesco Funds Group, Inc. Invesco Dynamics Fund 571,935 ----------- TOTAL $20,493,271 =========== COLLECTIVE INVESTMENT FUND - * American Express Trust Company AET Equity Index II Fund $ 274,671 =========== OTHER - * The Men's Wearhouse Pooled Stock Fund The Men's Wearhouse, Inc. $ 4,015,388 =========== * LOANS TO PARTICIPANTS Loans to Participants (1) $ 1,966,665 ===========
* Party-in-interest (1) Generally five-year installment notes with interest rates ranging from 6% to 13%. - 7 - SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Advisory Committee of the Men's Wearhouse, Inc. 401(k) Savings Plan has duly caused this annual report to be signed by the undersigned hereunto duly authorized. THE MEN'S WEARHOUSE, INC. 401(k) SAVINGS PLAN Date: June 18, 2002 /s/ Neill P. Davis ------------------------------ ------------------------------ Neill P. Davis, Member of the Advisory Committee - 8 - -----END PRIVACY-ENHANCED MESSAGE-----