-----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, M7Qk4+4T306cGbWoQNybda9Rp5fYiEOG3/IoGsJeNVJ8H0VrOIJd4urZgpeTIa+P 1tEQx9l+xuWlFARBpLtWkQ== 0000950129-03-005057.txt : 20031021 0000950129-03-005057.hdr.sgml : 20031021 20031021142147 ACCESSION NUMBER: 0000950129-03-005057 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031021 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031021 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16097 FILM NUMBER: 03949562 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 8-K 1 h09824e8vk.txt THE MEN'S WEARHOUSE, INC.- OCTOBER 21, 2003 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): OCTOBER 21, 2003 THE MEN'S WEARHOUSE, INC. (Exact name of Registrant as specified in charter) TEXAS 1-16097 74-1790172 (State or other jurisdiction (Commission File Number) (I.R.S. Employer of Incorporation) Identification No.) 5803 GLENMONT DRIVE HOUSTON, TEXAS 77081 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (713) 592-7200 -------------------- ITEM 5. OTHER EVENTS. On October 21, 2003, The Men's Wearhouse, Inc. ("MW"), a Texas corporation, announced that the initial purchasers of the 3.125% Convertible Senior Notes due 2023 have exercised their option to purchase an additional $20 million principal amount of such notes. As a result, the final aggregate principal amount of the notes is $130 million. The sale of the notes is expected to close on October 21, 2003. The foregoing is qualified by reference to Exhibit 99.1 to this Current Report on Form 8-K, which is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial statements of business acquired. Not applicable. (b) Pro forma financial information Not applicable. (c) Exhibits 99.1 Press Release of The Men's Wearhouse, Inc. dated October 21, 2003. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. THE MEN'S WEARHOUSE, INC. (Registrant) Date: October 21, 2003 By: /s/ Neill P. Davis -------------------------------- Neill P. Davis Executive Vice President, Chief Financial Officer and Principal Financial Officer INDEX TO EXHIBITS Number Exhibit - ------ ------- 99.1 Press Release of The Men's Wearhouse, Inc. dated October 21, 2003. EX-99.1 3 h09824exv99w1.txt PRESS RELEASE DATED OCTOBER 21, 2003 EXHIBIT 99.1 THE MEN'S WEARHOUSE, INC. NEWS RELEASE FOR IMMEDIATE RELEASE MEN'S WEARHOUSE ANNOUNCES EXERCISE OF $20 MILLION OPTION TO PURCHASE ADDITIONAL CONVERTIBLE SENIOR NOTES HOUSTON - October 21, 2003 - Men's Wearhouse (NYSE: MW) today announced that the initial purchasers of the 3.125% Convertible Senior Notes due 2023 have exercised their option to purchase an additional $20 million principal amount of such notes. As a result, the final aggregate principal amount of the notes is $130 million. The sale of the notes is expected to close on October 21, 2003. MW intends to use the net proceeds from the issuance of the additional notes for general corporate purposes, which may include additional purchases of its common stock under its share repurchase program. The notes will be offered only to "qualified institutional buyers", in accordance with Rule 144A under the Securities Act of 1933. The notes and the shares of common stock issuable upon conversion of the notes will not be registered under the Securities Act of 1933 or the securities or blue sky laws of any other jurisdiction and, unless registered, may not be offered or sold except pursuant to an exemption from the registration requirements of the Securities Act and the applicable securities laws of any other jurisdictions. This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the notes or the shares of common stock issuable upon conversion of the notes, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful. Safe Harbor Regarding Forward-Looking Statements Certain statements contained in this press release may be forward-looking statements under federal securities laws. MW intends that any forward-looking statements be subject to the safe-harbor created by those laws. Such statements reflect the current views of MW with respect to future events and are subject to certain risks, uncertainties and assumptions. Although MW believes that the expectations reflected in such forward-looking statements are reasonable, should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual future results or events may vary materially from those described herein. The forward-looking statements include, but are not limited to, (i) the expectation that MW will issue the notes and (ii) the expectations regarding use of the net proceeds from this offering. MW cautions that these statements are qualified by important factors that could cause actual results to differ materially from those reflected by the forward-looking statements. Such factors include, but are not limited to, (a) the market for convertible debt instruments and (b) the interest rate environment. Additional information on these and other factors is contained in MW's Annual Report on Form 10-K for the year ended February 1, 2003 and our other periodic filings with the Securities and Exchange Commission. MW assumes no obligation to update the forward-looking statements contained in this press release. Founded in 1973, Men's Wearhouse is one of North America's largest specialty retailers of men's apparel with 686 stores as of fiscal month ended September 2003. The stores carry a full selection of designer, brand name and private label suits, sport coats, furnishings and accessories. The company also operates the second largest manufacturing facility of men's suits, sport coats and slacks in Canada, most of which is used to supply the Moores stores. For additional information, please visit the company's website at www.menswearhouse.com. CONTACT: Claudia Pruitt, Men's Wearhouse (713) 592-7200 Ken Dennard, DRG&E (713) 529-6600 ### -----END PRIVACY-ENHANCED MESSAGE-----