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): May 5, 2014

THE MEN’S WEARHOUSE, INC.

(Exact name of Registrant as specified in its charter)

Texas
(State or other jurisdiction of
incorporation or organization) 1-16097
(Commission File Number) 74-1790172
(I.R.S. 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)

N/A
(Former name and former address, if changed since last report)

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):

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

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

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

oPre-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

On May 5, 2014, The Men’s Wearhouse, Inc. (the “Company”) and American Stock Transfer & Trust Company LLC (the “Rights Agent”) entered into Amendment No. 1 (the “Amendment”) to that certain Rights Agreement (the “Rights Agreement”) dated as of October 10, 2013, by and between the Company and the Rights Agent.  The Amendment changes the expiration of the rights from September 30, 2014 to May 5, 2014, effectively terminating the Rights Agreement as of that date.

The foregoing summary of the Amendment does not purport to be complete and is subject and qualified in its entirety by reference to the Amendment, which is attached hereto as Exhibit 4.1 and is incorporated herein by reference.  A copy of the Rights Agreement as originally executed is attached as Exhibit 4.1 to the Current Report on Form 8-K filed by the Company on October 11, 2013 and is incorporated herein by reference.

Item 3.03. Material Modification to Rights of Security Holders.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 8.01 Other Events.

On May 5, 2014, the Company issued a press release in which the Company announced the approval of the Amendment.  A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

Exhibit
Number	Description
4.1	Amendment No. 1 to Rights Agreement, dated as of May 5, 2014, by and between The Men’s Wearhouse, Inc. and American Stock Transfer & Trust Company, LLC, as Rights Agent.
99.1	Press Release of the Company dated May 5, 2014.

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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, thereunto duly authorized.

	THE MEN’S WEARHOUSE, INC.
	By:	/s/ Jon W. Kimmins
		Name: Jon W. Kimmins
		Title: Executive Vice President, Chief Financial Officer, Treasurer and Principal Financial Officer
Dated:  May 5, 2014

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EX-4.1

Exhibit 4.1

AMENDMENT NO. 1 TO RIGHTS AGREEMENT

Amendment No. 1 to Rights Agreement (this “Amendment”), dated as of May 5, 2014, by and between The Men’s Wearhouse, Inc., a Texas corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as rights agent (the “Rights Agent”).

WHEREAS, the Company and the Rights Agent entered into that certain Rights Agreement, dated as of October 10, 2013 (the “Rights Agreement”) in order to implement a shareholder rights plan as more fully described therein;

WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company may from time to time supplement or amend the Rights Agreement without the approval of any holders of Right Certificates (as defined in the Rights Agreement) to make any change to or delete any provision thereof or to adopt any other provisions with respect to the Rights (as defined in the Rights Agreement) which the Company may deem necessary or desirable; and

WHEREAS, the Board of Directors of the Company has determined that it is desirable to amend the Rights Agreement as set forth herein and has authorized this Amendment by a duly authorized resolution.

NOW THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows:

1.             Amendment of Section 7(a).  Section 7(a) of the Rights Agreement is amended and restated in its entirety as follows:

“The registered holder of any Right Certificate may exercise the Rights evidenced thereby (except as otherwise provided in this Agreement), in whole or in part, at any time after the Distribution Date, upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly and properly executed, to the Rights Agent at the office of the Rights Agent designated for such purpose, along with a signature guarantee and such other and further documentation as the Rights Agent may reasonably request, together with payment of the Purchase Price for each one one-thousandth of a Preferred Share as to which the Rights are exercised, and an amount equal to any tax or charge required to be paid under Section 9 hereof, by certified check, cashier’s check, bank draft or money order payable to the order of the Company, at or prior to the earliest of (i) the Close of Business on May 5, 2014 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “Redemption Date”) or (iii) the time at which such Rights are exchanged as provided in Section 24 hereof.  Except for those provisions herein which expressly survive the termination of this Agreement, this Agreement shall terminate at such time as the Rights are no longer exercisable hereunder.”

2.Amendment of Exhibit B.  The date “September 30, 2014” is hereby replaced with “May 5, 2014” in all places in which it appears in Exhibit B.

3.Amendment of Exhibit C.  The section under “EXPIRATION.” of Exhibit C is hereby amended and restated in its entirety as follows:

“The Rights will expire on May 5, 2014.”

4.Effect of Amendment.  Except as specifically modified herein, the Rights Agreement shall not otherwise be amended or supplemented by virtue of this Amendment, but shall remain in full force and effect.  The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, constitute a waiver or amendment of any provision of the Rights Agreement.  Upon and after the effectiveness of this Amendment, each reference in the Rights Agreement to “this Agreement,” “hereunder,” “hereof” or words of similar import referring to the Rights Agreement, and each reference in any other document to the Rights Agreement, “thereunder,” “thereof” or words of similar import referring to the Rights Agreement, shall mean and be a reference to the Rights Agreement as modified hereby.

5.Successors.  All the covenants and provisions of this Amendment by or for the benefit of the Company or the Rights Agent shall bind and inure to the benefit of their respective successors and assigns hereunder.

6.Severability.  If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, null, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

7.Governing Law.  This Amendment shall be deemed to be a contract made under the laws of the State of Texas and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State.

8.Counterparts.  This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

9.Descriptive Headings.  Descriptive headings of the several Sections of this Amendment are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof.

[Signature page follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and attested, all as of the day and year first above written.

Attest:		THE MEN’S WEARHOUSE, INC.
By:	/s/ Laura Ann Smith	By:	/s/ Jon W. Kimmins
	Name: Laura Ann Smith		Name: Jon W. Kimmins
	Title: VP — Corporate Compliance and Assistant Secretary		Title: EVP, CFO and Treasurer
Attest:		AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, as Rights Agent
By:	/s/ Sharon Best-Jhagroo
	Name: Sharon Best-Jhagroo	By:	/s/ Michael Nespoli
	Title: Vice President		Name: Michael Nespoli
			Title: Executive Director

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

MEN’S WEARHOUSE ANNOUNCES TERMINATION OF
SHAREHOLDER RIGHTS PLAN

FREMONT, Calif., May 5, 2014 — The Men’s Wearhouse (NYSE: MW) announced today that its rights agreement has been amended to accelerate the expiration date to May 5, 2014, effectively terminating the company’s shareholder rights plan as of that date.  The rights agreement had originally been scheduled to expire on September 30, 2014.

In connection with the expiration of the rights agreement, Men’s Wearhouse will be taking routine actions on and prior to the expiration date to voluntarily deregister the related preferred stock purchase rights under the Securities Exchange Act of 1934 and to delist the preferred stock purchase rights from The New York Stock Exchange. These actions will have no effect on Men’s Wearhouse’s common stock, and shareholders will not be required to take any action as a result of expiration of the rights agreement.

About Men’s Wearhouse

Founded in 1973, Men’s Wearhouse is one of North America’s largest specialty retailers of men’s apparel with 1,124 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.  Investors can find additional information at http://ir.menswearhouse.com/.

Contacts:

Ken Dennard

Dennard · Lascar Associates

(832) 594-4004

ken@dennardlascar.com

http://ir.menswearhouse.com/

Dan Katcher / Tim Lynch / Aaron Palash

Joele Frank, Wilkinson Brimmer Katcher

(212) 355-4449