-----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, E9obNlHIvKv6elJGdL/U8sbTTC4R9xX8PMydhzvD07oYCX7/vOjFUqkgYksSxL0F rSv2WmiXDNPafcvg8k5Wwg== 0000950129-99-002710.txt : 19990617 0000950129-99-002710.hdr.sgml : 19990617 ACCESSION NUMBER: 0000950129-99-002710 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990501 FILED AS OF DATE: 19990616 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: 10-Q/A SEC ACT: SEC FILE NUMBER: 333-72549 FILM NUMBER: 99647640 BUSINESS ADDRESS: STREET 1: 5803 GLENMONT DR CITY: HOUSTON STATE: TX ZIP: 77081 BUSINESS PHONE: 7135927200 MAIL ADDRESS: STREET 1: 5083 GLENMONT DR CITY: HOUSTON STATE: TX ZIP: 77081 10-Q/A 1 THE MEN'S WEARHOUSE, INC. - DATED 05/01/1999 1 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No.1 to FORM 10-Q On Form 10-Q/A (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 1, 1999 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to ___________ Commission file number 0-20036 THE MEN'S WEARHOUSE, INC. (Exact Name of Registrant as Specified in its Charter) Texas 74-1790172 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification Number) 5803 Glenmont Drive Houston, Texas 77081-1701 (Address of Principal Executive Offices) (Zip Code) (713) 592-7200 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X]. No [ ]. The number of shares of common stock of the Registrant outstanding, par value $.01 per share, outstanding at June 11, 1999 was 39,708,690. In addition, there were 2,162,874 Exchangeable Shares outstanding at June 11, 1999. ================================================================================ 2 PART II Explanatory Note: The Men's Wearhouse, Inc. files this Amendment No. 1 on Form 10-Q/A to the Quarterly Report on Form 10-Q for the quarter ended May 1, 1999, to refile the Financial Data Schedule. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits. Exhibit Number Exhibit Index 2.1 -- Combination Agreement dated November 18, 1998, by and between The Men's Wearhouse, Inc., Golden Moores Company, Moores Retail Group Inc. and the Shareholders of Moores Retail Group Inc. signatory thereto. (incorporated by reference from Exhibit 2.1 to the Company's Registration Statement on Form S-3 (Registration No. 333-69979)). 2.2 -- Agreement and Plan of Merger dated March 3, 1999, by and between The Men's Wearhouse, Inc., TMW Combination Company and K&G Men's Center, Inc. (incorporated by reference from Exhibit 2.2 to the Company's Annual Report on Form 10-K for the fiscal year ended January 30, 1999). 2.3 -- Amendment No. 1 to Agreement and Plan of Merger dated March 30, 1999 by and between The Men's Wearhouse, Inc., TMW Combination Company and K&G Men's Center, Inc. (incorporated by reference from Exhibit 2.3 to the Company's Annual Report on Form 10-K for the fiscal year ended January 30, 1999). 4.1 -- Registration Rights Agreement dated as of November 18, 1998, by and among The Men's Wearhouse, Inc. and Marpro Holdings, Inc., MGB Limited Partnership, Capital D'Amerique CDPQ Inc., Cerberus International, Ltd., Ultra Cerberus Fund, Ltd., Styx International Ltd., The Long Horizons Overseas Fund Ltd., The Long Horizons Fund, L.P. and Styx Partners, L.P. (incorporated by reference from Exhibit 4.13 to the Company's Registration Statement on Form S-3 (Registration No. 333-69979)). 4.2 -- Support Agreement dated February 10, 1999, between The Men's Wearhouse, Inc., Golden Moores Company, Moores Retail Group Inc. and Marpro Holdings, Inc., MGB Limited Partnership, Capital D'Amerique CDPQ Inc., Cerberus International, Ltd., Ultra Cerberus Fund, Ltd., Styx International Ltd., The Long Horizons Overseas Fund Ltd., The Long Horizons Fund, L.P. and Styx Partners, L.P. (incorporated by reference from Exhibit 4.2 to the Company's Current Report on Form 8-K (Registration No. 333-72549)). 4.3 -- Revolving Credit Agreement dated as of February 5, 1999, by and among the Company and NationsBank of Texas N.A. and the Banks listed therein, including form of Revolving Note. (incorporated by reference from Exhibit 2.2 to the Company's Annual Report on Form 10-K for the fiscal year ended January 30, 1999). 4.4 -- Term Credit Agreement dated as of February 5, 1999, by and among the Company, certain subsidiaries of the Company and NationsBank of Texas N.A. and the Banks listed therein, including form of Term Note. (incorporated by reference from Exhibit 4.14 to the Company's Annual Report on Form 10-K for the fiscal year ended January 30, 1999). 4.5 -- Revolving Credit Agreement dated as of February 10, 1999, by and among the Company, certain subsidiaries of the Company and Bank of America Canada and the Banks listed therein, including form of Revolving Note. (incorporated by reference from Exhibit 4.15 to the Company's Annual Report on Form 10-K for the fiscal year ended January 30, 1999). 9.1 -- Voting Trust Agreement dated February 10, 1999, by and between The Men's Wearhouse, Inc., Golden Moores Company, Moores Retail Group Inc. and The Trust Company of Bank of Montreal (incorporated by reference from Exhibit 9.1 to the Company's Current Report on Form 8-K (Registration No. 333-72579)). 10.1 -- Amended and Restated Employment Agreement dated as of June 1, 1999, by and between K&G Men's Center, Inc. and Stephen H. Greenspan (incorporated by reference from Exhibit 10.1 of the Company's Current Report on Form 8-K dated June 11, 1999). 27.1 -- Financial Data Schedule. (Previously filed). 27.2 -- Restated Financial Data Schedule for the first, second and third quarters in fiscal year 1997 and for fiscal year 1997. (Filed herewith). 27.3 -- Restated Financial Data Schedule for the first, second and third quarters in fiscal year 1998 and for fiscal year 1998. (Filed herewith). 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant, The Men's Wearhouse, Inc., has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: June 16, 1999 THE MEN'S WEARHOUSE, INC. By /s/ GARY G. CKODRE ---------------------------------- Gary G. Ckodre Vice President - Finance and Principal Financial and Accounting Officer 4 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ----------- ----------- 27.2 Restated Financial Data Schedule for the first, second and third quarters in fiscal year 1997 and for fiscal year 1997. (Filed herewith). 27.3 Restated Financial Data Schedule for the first, second and third quarters in fiscal year 1998 and for fiscal year 1998. (filed herewith). EX-27.2 2 RESTATED FINANCIAL DATA SCHEDULE
5 THE HISTORICAL RESULTS OF MOORES FOR FISCAL 1996 HAVE NOT BEEN COMBINED WITH THE COMPANY'S FISCAL 1996 HISTORICAL RESULTS AS MOORES COMMENCED OPERATIONS ON DECEMBER 23, 1996 AND ITS REPORTED NET LOSS OF $0.1 MILLION FOR THE 40 DAY PERIOD FROM DECEMBER 23, 1996 TO JANUARY 31, 1997 IS NOT SIGNIFICANT. 1,000 12-MOS 3-MOS 6-MOS 9-MOS JAN-31-1998 JAN-31-1998 JAN-31-1998 JAN-31-1998 FEB-02-1997 FEB-02-1997 FEB-02-1997 FEB-02-1997 JAN-31-1998 MAY-03-1997 AUG-02-1997 NOV-01-1997 59,937 26,908 27,913 23,996 0 0 0 0 0 0 0 0 0 0 0 0 236,574 218,810 240,261 269,435 313,518 259,316 281,682 307,170 156,690 138,997 144,810 152,976 66,391 56,442 60,652 64,829 452,440 390,403 416,469 444,014 114,167 107,359 94,452 117,123 107,595 110,009 111,735 109,908 0 0 0 0 0 0 0 0 221 210 220 221 223,319 165,376 202,568 209,200 452,440 390,403 416,469 444,014 762,524 154,749 323,448 503,269 762,524 154,749 323,448 503,269 471,268 98,231 202,640 314,233 471,268 98,231 202,640 314,233 226,359 47,692 97,367 151,692 0 0 0 0 9,600 2,303 4,800 7,302 55,297 6,523 18,641 30,042 24,346 2,765 7,960 13,040 30,951 3,758 10,681 17,002 0 0 0 0 0 0 0 0 0 0 0 0 30,951 3,758 10,681 17,002 0.89 0.11 0.31 0.49 0.87 0.11 0.31 0.49
EX-27.3 3 RESTATED FINANCIAL DATA SCHEDULE
5 THE HISTORICAL RESULTS OF MOORES FOR FISCAL 1996 HAVE NOT BEEN COMBINED WITH THE COMPANY'S FISCAL 1996 HISTORICAL RESULTS AS MOORES COMMENCED OPERATIONS ON DECEMBER 23, 1996 AND ITS REPORTED NET LOSS OF $0.1 MILLION FOR THE 40 DAY PERIOD FROM DECEMBER 23, 1996 TO JANUARY 31, 1997 IS NOT SIGNIFICANT. 1,000 12-MOS 3-MOS 6-MOS 9-MOS JAN-30-1999 JAN-30-1999 JAN-30-1999 JAN-30-1999 FEB-01-1998 FEB-01-1998 FEB-01-1998 FEB-01-1998 JAN-30-1999 JAN-30-1999 JAN-30-1999 JAN-30-1999 19,651 33,346 7,983 7,606 0 0 0 0 0 0 0 0 0 0 0 0 271,946 272,315 280,349 313,697 309,229 321,827 304,202 337,956 203,967 170,070 177,863 186,810 85,782 71,914 74,992 79,946 473,549 474,760 459,258 494,612 111,021 127,421 105,936 125,598 0 107,865 104,215 77,422 0 0 0 0 0 0 0 0 349 221 222 348 297,414 232,110 241,608 283,891 473,549 474,760 459,258 494,612 898,597 199,521 395,831 599,132 898,597 199,521 395,831 599,132 549,670 125,119 244,734 370,434 549,670 125,119 244,734 370,434 263,216 60,186 118,494 179,773 0 0 0 0 9,025 2,244 4,570 6,984 76,686 11,972 28,033 41,941 32,773 5,168 12,141 18,135 43,913 6,804 15,892 23,806 0 0 0 0 701 0 0 701 0 0 0 0 43,212 6,804 15,892 23,105 1.19 0.19 0.45 0.64 1,15 0.19 0.43 0.62
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