-----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, JDapqKeok6GtQD1Jl68DlBgrfuPSJPHnOU7T7K1GXcaa0qMFMbzjmkZulhzVjYg/ zgEswXsYFu70fFrYH606bg== 0000950129-99-004280.txt : 19991018 0000950129-99-004280.hdr.sgml : 19991018 ACCESSION NUMBER: 0000950129-99-004280 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991001 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: POS AM SEC ACT: SEC FILE NUMBER: 333-75691 FILM NUMBER: 99721742 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 POS AM 1 THE MEN'S WEARHOUSE, INC. - P.E. AMENDMENT NO. 1 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 1, 1999 REGISTRATION NUMBER 333-75691 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 THE MEN'S WEARHOUSE, INC. (Exact name of registrant as specified in its charter) TEXAS 5600 74-1790172 (State or other jurisdiction of (Primary standard industrial (I.R.S. Employer Identification incorporation or organization) classification code number) Number)
5803 GLENMONT DRIVE HOUSTON, TEXAS 77081 (713) 592-7200 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) GARY CKODRE 5803 GLENMONT DRIVE HOUSTON, TEXAS 77081 (713) 592-7200 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: MICHAEL W. CONLON FULBRIGHT & JAWORSKI L.L.P. 1301 MCKINNEY SUITE 5100 HOUSTON, TEXAS 77010 (713) 651-5151 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: NOT APPLICABLE. If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. [ ] If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier registration statement for the same offering. [ ] --------------------------- THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. ================================================================================ 2 EXPLANATORY NOTE Pursuant to its Registration Statement on Form S-4, as amended (Reg. No. 333-75691) (the "Registration Statement"), The Men's Wearhouse, Inc., a Texas corporation (the "Company"), registered 4,650,000 shares of its common stock, $.01 par value (the "Common Stock"), having a maximum aggregate offering price of $100,611,158, in connection with the offer for resale of such shares of Common Stock as have been or will be issued to the former shareholders of K & G Men's Center, Inc., a Georgia corporation ("K&G"), in connection with the closing of the merger of TMW Combination Company, a Georgia corporation and wholly owned subsidiary of the Company, and K&G on June 1, 1999 (the "Merger"). The Registration Statement was declared effective by the Commission on April 26, 1999. The Company has determined that 240,936 of the shares of Common Stock that were registered by the Registration Statement in connection with the Merger will remain unissued and can be removed from registration. Therefore, pursuant to the undertaking made by the Company required by Item 512(a)(3) of Regulation S-K, the Company files this Post-Effective Amendment No. 1 to the Registration Statement for the purpose of removing from registration 240,936 shares of the Company's Common Stock, which will not be issued in connection with the Merger. -2- 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on October 1, 1999. THE MEN'S WEARHOUSE, INC. By: /s/ GARY G. CKODRE ---------------------------------------- Gary G. Ckodre Vice President - Finance and Principal Financial and Accounting Officer (Principal Financial and Accounting Officer) Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date --------- ----- ---- * Chairman of the Board, Chief Executive October 1, 1999 - ------------------------------------------- Officer and Director George Zimmer (Principal Executive Officer) * President and Director October 1, 1999 - ------------------------------------------- David Edwab /s/ GARY G. CKODRE Vice President-Finance and Principal October 1, 1999 - ------------------------------------------- Financial and Accounting Officer (Principal Gary G. Ckodre Financial and Accounting Officer) * Executive Vice President and Director October 1, 1999 - ------------------------------------------- Richard E. Goldman * Senior Vice President - Real Estate and October 1, 1999 - ------------------------------------------- Director Robert E. Zimmer * Senior Vice President - Merchandising and October 1, 1999 - ------------------------------------------- Director James E. Zimmer * Executive Vice President - Planning and October 1, 1999 - ------------------------------------------- Systems and Director Harry M. Levy
-3- 4 /s/ STEPHEN H. GREENSPAN Chief Executive Officer - Value Priced October 1, 1999 - ------------------------------------------- Clothing Division and Director Stephen H. Greenspan * Director October 1, 1999 - ------------------------------------------- Rinaldo S. Brutoco * Director October 1, 1999 - ------------------------------------------- Michael L. Ray * Director October 1, 1999 - ------------------------------------------- Sheldon I. Stein * By: /s/ GARY G. CKODRE ----------------------------------------- Gary G. Ckodre As Attorney-In-Fact for each of the persons indicated
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