8-K

UNITED STATES

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): July 22, 2013

The Men’s Wearhouse, Inc.

(Exact name of registrant as specified in its charter)

Texas (State or other jurisdiction  of incorporation) 1-16097 (Commission File Number) 74-1790172 (IRS Employer Identification No.)

6380 Rogerdale Road
Houston, Texas
(Address of principal executive offices) 77072 (Zip Code)

281-776-7000

(Registrant’s telephone number,
including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01              Entry into a Material Definitive Agreement.

As previously disclosed, on March 13, 2013, the Board of Directors of The Men’s Wearhouse, Inc. (the “Company”) approved a $200.0 million share repurchase program for its common stock.

On July 22, 2013, the Company entered into an accelerated stock repurchase agreement with J.P. Morgan Securities LLC (“JPMorgan”), as agent for JPMorgan Chase Bank, National Association, London Branch (the “ASR Agreement”).  Under the ASR Agreement, the Company will purchase outstanding shares of the Company’s common stock from JPMorgan for $100.0 million as part of its share repurchase program.  JPMorgan will make an initial delivery of shares to the Company shortly after execution of the transaction totaling approximately 2,197,000 common shares, which is approximately 85% of the number of shares expected to be repurchased in connection with this transaction.  The specific final number of shares to be repurchased will generally be based on the volume-weighted average share price of the Company’s common stock during the calculation period of the ASR Agreement.  The ASR Agreement is scheduled to expire in approximately three months and may be terminated early upon the occurrence of certain events.

Upon consummation of the repurchase under the ASR Agreement, the Company will have approximately $53.5 million remaining under its share repurchase program.  There can be no assurances as to the amount, timing or prices of future repurchases.  The specific timing and amount of future repurchases will vary based on market conditions and other factors.  The Company’s share repurchase program may be modified, extended or terminated by the Board of Directors at any time.

From time to time, JP Morgan and/or its affiliates have directly and indirectly engaged, and may engage in the future, in investment and/or commercial banking transactions with the Company for which they have received, or may receive, customary compensation, fees and expense reimbursement.

The foregoing description of the ASR Agreement does not purport to be complete and is qualified in its entirety by reference to the underlying ASR documentation, which will be filed as an exhibit to the Company’s Form 10-Q for the quarter ending August 3, 2013.

Item 8.01              Other Events.

On July 22, 2013, the Company issued a press release announcing it had entered into the ASR Agreement.  A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated by reference herein.

Item 9.01              Financial Statements and Exhibits.

(d)  Exhibits

99.1Press Release of The Men’s Wearhouse, Inc., dated July 22, 2013.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 23, 2013
	THE MEN’S WEARHOUSE, INC.
	By:	/s/ KELLY M. DILTS
		Kelly M. Dilts
		Senior Vice President and Chief Accounting Officer

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Index to Exhibits

Exhibit No.	Description
99.1	Press Release of The Men’s Wearhouse, Inc., dated July 22, 2013.

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EX-99.1

Exhibit 99.1

	News Release
	Contact:
	Jon Kimmins, CFO
	(510) 723-8639
For Immediate Release
	Ken Dennard
	Dennard · Lascar Associates
	(832) 594-4004
	ken@dennardlascar.com

MEN’S WEARHOUSE ANNOUNCES

$100 MILLION ACCELERATED SHARE REPURCHASE

FREMONT, CA — July 22, 2013 — The Men’s Wearhouse (NYSE: MW) (“the Company”) today announced that after market close on July 22, 2013, it entered into an agreement with JPMorgan Chase Bank, NA, to repurchase $100 million of the Company’s common shares under an accelerated share repurchase program.  Men’s Wearhouse will acquire these common shares under its $200 million share repurchase authorization announced on March 13, 2013.

At the inception of the accelerated share repurchase program, Men’s Wearhouse will receive approximately 2,197,000 common shares, which is approximately 85% of the number of shares expected to be repurchased in connection with this transaction.  The specific final number of shares to be repurchased will generally be based on the volume-weighted average share price of the Company’s shares during the calculation period of the accelerated share repurchase program. The accelerated share repurchase program is expected to be completed not later than the fourth quarter of 2013.  All shares repurchased under the accelerated share repurchase program will be retired.  The Company expects to finance this accelerated share repurchase program with cash on hand and/or proceeds from its existing credit facility.

Doug Ewert, President and Chief Executive Officer at Men’s Wearhouse, stated, “This accelerated share repurchase demonstrates our commitment to delivering increased value to shareholders while continuing to invest in the important opportunities that will drive our long-term growth, as reinforced by last week’s definitive agreement to acquire the exclusive American clothing brand, Joseph Abboud®.

“We believe that the combination of this accelerated share repurchase, the reuniting of Joseph Abboud with his iconic brand, and our ongoing process evaluating alternatives for K&G, are significant 2013 strategic actions that better position us for growth and will unlock significant value for our shareholders,” concluded Ewert.

About Men’s Wearhouse

Founded in 1973, Men’s Wearhouse is one of North America’s largest specialty retailers of men’s apparel with 1,141 stores.  The Men’s Wearhouse, Moores and K&G stores carry a full selection of suits, sport coats, furnishings and accessories in exclusive and non-exclusive merchandise brands and Men’s Wearhouse and Tux stores carry a limited selection.  Most K&G stores carry a full selection of women’s apparel.  Tuxedo rentals are available in the Men’s Wearhouse, Moores and Men’s Wearhouse and Tux stores.  Additionally, Men’s Wearhouse operates a global corporate apparel and workwear group consisting of Twin Hill in the United States and Dimensions, Alexandra and Yaffy in the United Kingdom.

This press release contains forward-looking information.  The forward-looking statements are made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995.  These forward-looking statements may be significantly impacted by various factors, including sensitivity to economic conditions and consumer confidence, possibility of limited ability to expand Men’s Wearhouse stores, possibility that certain of our expansion strategies may present greater risks, changes in foreign currency rates and other factors described in the Company’s annual report on Form 10-K for the fiscal year ended February 2, 2013.  For additional information on Men’s Wearhouse, please visit the Company’s websites at www.menswearhouse.com, www.mooresclothing.com, www.kgstores.com, www.twinhill.com, www.dimensions.co.uk and www.alexandra.co.uk.

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