-----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, P6bK5EB0213OI4sIkhnWlqmCklomWt3LKUTcTKblIHitxnonVfme7iyAGC2CLKw6 d6r1toreo6j0/4AiF3KZ/A== 0000950129-06-006588.txt : 20060623 0000950129-06-006588.hdr.sgml : 20060623 20060623154054 ACCESSION NUMBER: 0000950129-06-006588 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20051231 FILED AS OF DATE: 20060623 DATE AS OF CHANGE: 20060623 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: 06922291 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 h37303e11vk.htm THE MEN'S WEARHOUSE, INC. - 12/31/2005 e11vk
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Mark One)
     
þ   ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the Fiscal Year Ended December 31, 2005
OR
     
o   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
 
 

 


Table of Contents

The Men’s Wearhouse, Inc.
401(k) Savings Plan
Financial Statements for the Years Ended
December 31, 2005 and 2004, Supplemental
Schedule for the Year Ended December 31, 2005
and Report of Independent Registered
Public Accounting Firm

 


 

THE MEN’S WEARHOUSE, INC.
401(k) SAVINGS PLAN
TABLE OF CONTENTS
         
    Page
    1  
FINANCIAL STATEMENTS AS OF DECEMBER 31, 2005 AND 2004 AND FOR THE YEARS THEN ENDED:
       
    2  
    3  
    4  
SUPPLEMENTAL SCHEDULE FOR THE YEAR ENDED DECEMBER 31, 2005-
       
    8  
    9  
    10  
 Consent of Deloitte & Touche LLP
 Certification Pursuant to Section 906
Schedules Omitted
Schedules other than those listed above are omitted because of the absence of the conditions under which they are required.

 


Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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, 2005 and 2004, 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 standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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, 2005 and 2004, 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 supplemental schedule of assets (held at end of year) as of December 31, 2005, 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. Such schedule has been subjected to the auditing procedures applied in our audit of the basic 2005 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 23, 2006

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THE MEN’S WEARHOUSE, INC.
401(k) SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS,
DECEMBER 31, 2005 AND 2004
                 
    2005     2004  
CASH
  $     $ 691  
 
           
 
Participant-directed Investments, At fair value:
               
Mutual Fund Assets:
               
American Beacon Small Cap Value Fund
    822,234       288,095  
American Century Small Company Fund
    2,737,149       1,985,861  
American Funds EuroPacific Growth Fund
    4,688,756       3,362,097  
American Funds Growth Fund of America
    9,086,301       7,843,224  
Barclays Global Investors S&P 500 Fund
    10,681,120       10,031,272  
Barclays Global Investors Lifepath Retirement Fund
    193,536       6,280  
Barclays Global Investors Lifepath 2010 Fund
    220,878       90,343  
Barclays Global Investors Lifepath 2020 Fund
    534,419       138,147  
Barclays Global Investors Lifepath 2030 Fund
    321,850       200,652  
Barclays Global Investors Lifepath 2040 Fund
    137,837       36,812  
Dodge & Cox Stock Fund
    2,300,824       871,064  
Pacific Investment Management Company Total Return Fund
    4,385,729       3,928,532  
Union Bank of California Stable Value Fund
    7,751,321       7,147,696  
The Men’s Wearhouse Stock Fund
    9,815,867       6,778,368  
Loans to Participants
    3,027,447       2,672,131  
 
           
 
               
Total investments
    56,705,268       45,380,574  
 
           
 
               
CONTRIBUTIONS RECEIVABLE:
               
Employees
          124,640  
Employer
          6,639  
 
           
 
               
Total contributions receivable
          131,279  
 
           
 
               
Accrued investment income
          391,636  
 
           
 
               
NET ASSETS AVAILABLE FOR BENEFITS
  $ 56,705,268     $ 45,904,180  
 
           
See notes to financial statements.

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THE MEN’S WEARHOUSE, INC.
401(k) SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004
                 
    2005     2004  
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
               
Investment income:
               
Net appreciation in fair value of investments
  $ 4,333,576     $ 3,883,327  
Interest and dividends
    1,615,488       639,237  
 
           
 
               
Total investment income
    5,949,064       4,522,564  
 
               
Employee contributions
    8,625,578       7,155,525  
Employer contributions
    870,500       730,383  
 
           
 
               
Total contributions
    9,496,078       7,885,908  
 
           
 
               
Total additions
    15,445,142       12,408,472  
 
               
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
               
Benefit payments
    4,615,635       2,893,271  
Administrative expenses
    28,419       18,261  
 
           
 
               
Total deductions
    4,644,054       2,911,532  
 
           
 
               
NET INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS
    10,801,088       9,496,940  
 
               
NET ASSETS AVAILABLE FOR BENEFITS:
               
Beginning of year
    45,904,180       36,407,240  
 
           
 
               
End of year
  $ 56,705,268     $ 45,904,180  
 
           
See notes to financial statements.

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THE MEN’S WEARHOUSE, INC.
401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004
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 has most recently been amended and restated effective February 20, 2004. 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 April 1, 2004, the Company changed its trustee and record keeper from American Express Trust Company to Union Bank of California, N. A. (the “Trustee”).
 
    Eligibility — The Plan provides that certain employees of The Men’s Wearhouse, Inc. and participating subsidiaries (the “Company”) become eligible to participate after ninety days of service.
 
    Administration — The Plan is administered by an advisory committee made up of seven employees. The Company pays all administrative expenses of the Plan, with the exception of certain participant loan fees, brokerage commissions and Securities and Exchange fees, which are paid by the Plan. Investments of the Plan are held in trust by the Trustee.
 
    Contributions — Eligible employees may make pre-tax contributions up to 75% of compensation subject to the current year statutory limitations (subject to cost-of-living adjustments). Participants who have attained age 50 before the end of the Plan year are eligible to make catch-up contributions. Effective April 1, 2003, the Board of Directors of the Company approved an increase in the matching percentage from 10% to 20% on the first $2,000 salary deferral for all qualified participants, for a maximum $400 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 fourteen fund investments maintained by the Trustee. Plan participants, at their sole discretion, may transfer amounts between the various investment options in accordance with the terms of the Plan.
 
    Vesting — Employees are 100% vested in their salary deferral contribution accounts and their employer contribution accounts.
 
    Distributions to Participants — Upon termination of service, a participant may elect to receive a lump-sum payment equal to the value of his or her account. The Plan also permits distributions to active participants if certain conditions are met.
 
    Participant Loans — Plan loans are available to all active Plan participants on a nondiscriminatory basis. Amounts may not exceed the lesser of $50,000 (reduced by the highest outstanding loan balance during the prior 12 months) 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.

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2.   SUMMARY OF ACCOUNTING POLICIES
 
    Basis of Accounting — The financial statements of the Plan 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 — Short-term investments and Particpant loans are stated at cost, which approximates fair value. Investments in common collective funds are based on quoted market values as determined by the issuer based on the fair value of the underlying investments. Investments in stocks and mutual funds are stated at fair value, based on quotations from national securities exchanges.
 
    Purchases and sales of securities are recorded on a trade-date basis. The net appreciation (depreciation) in fair value of investment securities consists of the net change in unrealized appreciation (depreciation) in fair value and realized gains (losses) upon the sale of investments. The net change in unrealized appreciation (depreciation) 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, registered investment companies and common collective investments. 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 and that such change could materially affect participants’ account balances and the amounts reported in the statement of net assets available for benefits.
 
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. In the event of Plan termination, participants will remain 100% vested in their accounts.
 
5.   TAX STATUS
 
    The Internal Revenue Service (the “IRS”) determined and informed the Company by letter dated June 4, 2002, that the Plan and related trust, as amended and restated effective January 1, 2002, were designed in accordance with applicable sections of the Internal Revenue Code (the “IRC”). The Plan has been amended since receiving the determination letter. However, 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.
 
6.   BENEFITS PAYABLE
 
    As of the report date, the Company had not completed discrimination testing for the year ended December 31, 2005. For the year ended December 31, 2004, $163,017 was refunded during 2005 as a result of the 2004 tests. Management believes the amount of refunds, if any, resulting from the 2005 testing cannot be reasonably estimated and therefore no liability has been recorded for such refunds.

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7.   EXEMPT PARTY-IN-INTEREST TRANSACTIONS
 
    Certain Plan investments are shares of a common collective investment fund managed by the Trustee of the Plan. The Men’s Wearhouse Stock Fund invests in the common stock of the Company. Transactions with the Trustee and the Company, as well as participant loans, qualify as party-in-interest transactions.
 
8.   INVESTMENTS
 
    Individual investments which exceed 5% of net assets available for plan benefits as of December 31, 2005 and 2004, are as follows:
                 
    2005   2004
American Funds EuroPacific Growth Fund
    4,688,756       3,362,097  
American Funds Growth Fund of America
    9,086,301       7,843,224  
Barclays Global Investors S&P 500 Fund
    10,681,120       10,031,272  
Pacific Investment Management Company Total Return Fund
    4,385,729       3,928,532  
*   Union Bank of California Stable Value Fund
    7,751,321       7,147,696  
*   The Men’s Wearhouse Stock Fund
    9,815,867       6,778,368  
*   Loans to Participants
    3,027,447       2,672,131  
 
*   Party-in-interest
During 2005 and 2004, the Plan’s investments (including gains (losses) on investments bought and sold, as well as held during the year) appreciated in value, as follows:
                 
    2005     2004  
Mutual funds
  $ 1,828,386     $ 2,234,765  
Collective investment fund
          9,911  
Stock fund
    2,505,190       1,638,651  
 
           
 
  $ 4,333,576     $ 3,883,327  
 
           

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9.   RECONCILIATION OF FINANICAL STATEMENTS TO FORM 5500
 
    The following is a reconciliation of net assets available for benefits per the financial statements at December 31, 2005 and 2004 to Form 5500:
                 
    2005     2004  
Net assets available for benefits per the financial statements
  $ 56,705,268     $ 45,904,180  
Deemed distributions to withdrawing participants at year end
           
 
           
Net assets available for benefits per the Form 5500
  $ 56,705,268     $ 45,904,180  
 
           
The following is a reconciliation of benefits paid to participants per the financial statements for the years ended December 31, 2005 and 2004 to Form 5500:
                 
    2005     2004  
Benefits paid per the financial statements
  $ 4,615,635     $ 2,893,271  
Add (Less): Amounts allocated as deemed distributions to withdrawing participants at December 31, 2003
          (8,691 )
 
           
Benefits paid per Form 5500
  $ 4,615,635     $ 2,884,580  
 
           
******

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THE MEN’S WEARHOUSE, INC.
401(k) SAVINGS PLAN
SCHEDULE H, LINE 4i — SCHEDULE OF ASSETS (HELD AT END OF YEAR),
DECEMBER 31, 2005
                         
        (c)            
        Description of            
    (b)   Investment, Including            
    Identity of Issuer,   Maturity Date, Rate           (e)
    Borrower, Lessor, or   of Interest, Collateral,   (d)   Current
(a)   Similar Party   Par or Maturity Value   Cost   Value
 
  MUTUAL FUNDS -                    
 
  American Beacon   American Beacon Small Cap Value Fund     (2 )   $ 822,234  
 
  American Century Investments   American Century Small Company Fund     (2 )     2,737,149  
 
  American Funds   American Funds EuroPacific Growth Fund     (2 )     4,688,756  
 
  American Funds   American Funds Growth Fund of America     (2 )     9,086,301  
 
  Barclays Global Investors   Barclays Glbl Invest S&P 500 Fund     (2 )     10,681,120  
 
  Barclays Global Investors   Barclays Glbl Invest LP Retirement Fund     (2 )     193,536  
 
  Barclays Global Investors   Barclays Glbl Invest Lifepath 2010 Fund     (2 )     220,878  
 
  Barclays Global Investors   Barclays Glbl Invest Lifepath 2020 Fund     (2 )     534,419  
 
  Barclays Global Investors   Barclays Glbl Invest Lifepath 2030 Fund     (2 )     321,850  
 
  Barclays Global Investors   Barclays Glbl Invest Lifepath 2040 Fund     (2 )     137,837  
 
  Dodge & Cox   Dodge & Cox Stock Fund     (2 )     2,300,824  
 
  Pacific Investment Management Co.   Pacific Invest Mgmt Co. Total Return Fund     (2 )     4,385,729  
 
                       
 
                       
 
  TOTAL MUTUAL FUNDS               $ 36,110,633  
 
                       
 
                       
 
  COLLECTIVE INVESTMENT FUND -                    
*
  Union Bank of California   Union Bank of California Stable Value Fund     (2 )   $ 7,751,321  
 
                       
 
 
  OTHER -                    
*
  The Men’s Wearhouse, Inc.   The Men’s Wearhouse Stock Fund     (2 )   $ 9,815,867  
 
                       
 
*
  LOANS TO PARTICIPANTS   Loans to Participants (1)     (2 )   $ 3,027,447  
 
                       
 
*   Party-in-interest
 
(1)   Generally five-year installment notes with interest rates originating at prime + 1%, resulting in interest rates
 
    ranging from 5.0% to 10.5%.
 
(2)   Cost information has been omitted because all investments are participant-directed.

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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 23, 2006  /s/ Neill P. Davis    
  Neill P. Davis,   
  Executive Vice President, Chief Financial Officer, Treasurer and Principal Financial Officer   

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INDEX TO EXHIBITS
         
Exhibit        
Number       Description
 
23.1
  -   Consent of Deloitte & Touche LLP, independent auditors (filed herewith).
 
       
32.1
  -   Certification Pursuant to 18 U.S.C Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).

- 10 -

EX-23.1 2 h37303exv23w1.htm CONSENT OF DELOITTE & TOUCHE LLP exv23w1
 

Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement No. 33-74692 on Form S-8 of our report dated June 23, 2006, appearing in the Annual Report on Form 11-K of The Men’s Wearhouse, Inc. 401(k) Savings Plan for the year ended December 31, 2005.
/S/ DELOITTE & TOUCHE LLP
Houston, Texas
June 23, 2006

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EX-32.1 3 h37303exv32w1.htm CERTIFICATION PURSUANT TO SECTION 906 exv32w1
 

Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
NOT FILED PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934
In connection with the Annual Report of The Men’s Wearhouse, Inc. 401(k) Savings Plan (the “Plan”) on Form 11-K for the year ended December 31, 2005, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Neill P. Davis, member of the Advisory Committee of the Plan and Chief Financial Officer of The Men’s Wearhouse, Inc. (the “Company”), certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)   The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)   The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Plan.
Dated: June 23, 2006
         
     
  By                      /s/ NEILL P. DAVIS    
    Neill P. Davis   
    Executive Vice President, Chief Financial Officer, Treasurer and Principal Financial Officer   
 

 

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