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): June 6, 2014
The Mens Wearhouse, Inc.
(Exact name of registrant as specified in its charter)
Texas |
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1-16097 |
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74-1790172 |
(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
6380 Rogerdale Road Houston, Texas |
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77072 |
(Address of principal executive offices) |
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(Zip Code) |
281-776-7000
(Registrants 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 8.01 Other Events.
On June 6, 2014, The Mens Wearhouse, Inc. (the Company) announced that it plans to issue an aggregate principal amount of up to $600 million of senior notes due 2022 (the Notes) in a private offering (the Notes Offering). The Company intends to use the net proceeds from the Notes Offering to finance a portion of the approximately $1.8 billion purchase price for the Companys previously announced acquisition of Jos. A. Bank Clothiers, Inc. A copy of the press release, dated June 6, 2014, announcing the Notes Offering is attached as Exhibit 99.1 and is incorporated herein by reference.
The Notes have not been and will not be registered under the Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States absent registration under the Act or an applicable exemption from the registration requirements of the Securities Act of 1933 and applicable state securities laws. This Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Notes in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
This Current Report on Form 8-K contains forward-looking information. Forward-looking statements are not guarantees of future performance and a variety of factors could cause actual results to differ materially from the anticipated or expected results expressed in or suggested by these forward-looking statements. These forward-looking statements may be significantly impacted by various factors, including, but not limited to: actions by governmental entities, domestic and international economic activity and inflation, success, or lack thereof, in executing our internal operating plans and new store and new market expansion plans, including successful integration of acquisitions, performance issues with key suppliers, disruption in buying trends due to homeland security concerns, severe weather, foreign currency fluctuations, government export and import policies, aggressive advertising or marketing activities of competitors; and legal proceedings. Future results will also be dependent upon our ability to continue to identify and complete successful expansions and penetrations into existing and new markets and our ability to integrate such expansions with our existing operations.
These forward-looking statements are based upon managements current beliefs or expectations and are inherently subject to significant business, economic and competitive uncertainties and contingencies and third-party approvals, many of which are beyond our control. The following factors, among others, could cause actual results to differ materially from those expressed or implied in the forward-looking statements: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Agreement and Plan of Merger by and among Mens Wearhouse, Inc., Java Corp. and Jos. A. Bank, (2) the failure to consummate the acquisition of Jos. A. Bank for reasons including that the conditions to Mens Wearhouses offer to purchase all outstanding shares of Jos. A. Banks common stock, including the condition that a minimum number of shares be tendered and not withdrawn, are not satisfied or waived by Mens Wearhouse, (3) the possibility that the expected benefits from the proposed transaction will not be realized within the anticipated time period, (4) the risks related to the costs and difficulties related to the integration of Jos. A. Banks business and operations with Mens Wearhouses business and operations, (5) the inability to obtain, or delays in obtaining, cost savings and synergies from the transaction, (6) unexpected costs, charges or expenses resulting from the transaction, (7) litigation relating to the transaction, (8) the inability to retain key personnel and (9) the possible disruption that may be caused by the transaction to the business and operations of Mens Wearhouse and its relationships with customers, employees and other third parties.
The forward-looking statements in this Current Report on Form 8-K speak only as of the date hereof. Except for the ongoing obligations of Mens Wearhouse to disclose material information under the federal securities laws, Mens Wearhouse undertakes no obligation to revise or update publicly any forward-looking statement, except as required by law. Other factors that may impact the forward-looking statements are described in Mens Wearhouses annual report on Form 10-K for the fiscal year ended February 1, 2014 and quarterly reports on Form 10-Q. For additional information on Mens Wearhouse, please visit the Companys websites at www.menswearhouse.com, www.mooresclothing.com, www.kgstores.com, www.twinhill.com, www.dimensions.co.uk and www.alexandra.co.uk.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are included in this Form 8-K:
99.1 Press Release of Mens Wearhouse, dated June 6, 2014, announcing the Notes Offering.
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 hereunto duly authorized.
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THE MENS WEARHOUSE, INC. | ||
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Date: |
June 6, 2014 |
By: |
/s/ Jon. W. Kimmins |
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Name: Jon. W. Kimmins | ||
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Title: Executive Vice President, Chief Financial Officer, | ||
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Treasurer and Principal Financial Officer | ||
EXHIBIT INDEX
Exhibit |
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Number |
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Description |
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99.1 |
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Press Release of Mens Wearhouse, dated June 6, 2014, announcing the Notes Offering. |
Exhibit 99.1
For Immediate Release
Mens Wearhouse Announces
Senior Notes Offering to Finance Acquisition
FREMONT, Calif., June 6, 2014 The Mens Wearhouse (NYSE: MW) (the Company) today announced that it plans to issue an aggregate principal amount of up to $600 million of senior notes due 2022 (the Notes) in a private offering. The Company intends to use the net proceeds from this offering of senior notes to pay a portion of the approximately $1.8 billion purchase price for the previously announced acquisition of Jos. A. Bank Clothiers, Inc. (Nasdaq: JOSB).
The Notes have not been and will not be registered under the Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States absent registration under the Act or an applicable exemption from the registration requirements of the Securities Act of 1933 and applicable state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Notes in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Mens Wearhouse
Founded in 1973, Mens Wearhouse is one of North Americas largest specialty retailers of mens apparel with 1,128 stores. The Mens 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 Mens Wearhouse and Tux stores carry a limited selection. Most K&G stores carry a full selection of womens apparel. Tuxedo rentals are available in the Mens Wearhouse, Moores and Mens Wearhouse and Tux stores. Additionally, Mens 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/.
This press release contains forward-looking information. Forward-looking statements are not guarantees of future performance and a variety of factors could cause actual results to differ materially from the anticipated or expected results expressed in or suggested by these forward-looking statements. These forward-looking statements may be significantly impacted by various factors, including, but not limited to: actions by governmental entities, domestic and international economic activity and inflation, success, or lack thereof, in executing our internal operating plans and new store and new market expansion plans, including successful integration of acquisitions, performance issues with key suppliers, disruption in buying trends due to homeland security concerns, severe weather, foreign currency fluctuations, government export and import policies, aggressive advertising or marketing activities of competitors; and legal proceedings. Future results will also be dependent upon our ability to continue to identify and complete successful expansions and penetrations into existing and new markets and our ability to integrate such expansions with our existing operations.
These forward-looking statements are based upon managements current beliefs or expectations and are inherently subject to significant business, economic and competitive uncertainties and contingencies and third-party approvals, many of which are beyond our control. The following factors, among others, could cause actual results to differ materially from those expressed or implied in the forward-looking statements: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Agreement and Plan of Merger by and among Mens Wearhouse, Inc., Java Corp. and Jos. A. Bank Clothiers, Inc., (2) the failure to consummate the acquisition of Jos. A. Bank for reasons including that the conditions to Mens Wearhouses offer to purchase all outstanding shares of Jos. A. Banks common stock, including the condition that a minimum number of shares be tendered and not withdrawn, are not satisfied or waived by Mens Wearhouse, (3) the possibility that the expected benefits from the proposed transaction will not be realized within the anticipated time period, (4) the risks related to the costs and difficulties related to the integration of Jos. A. Banks business and operations with Mens Wearhouses business and operations, (5) the inability to obtain, or delays in obtaining, cost savings and synergies from the transaction, (6) unexpected costs, charges or expenses resulting from the transaction, (7) litigation relating to the transaction, (8) the inability to retain key personnel and (9) the possible disruption that may be caused by the transaction to the business and operations of Mens Wearhouse and its relationships with customers, employees and other third parties.
The forward-looking statements in this press release speak only as of the date hereof. Except for the ongoing obligations of Mens Wearhouse to disclose material information under the federal securities laws, Mens Wearhouse undertakes no obligation to revise or update publicly any forward-looking statement, except as required by law. Other factors that may impact the forward-looking statements are described in Mens Wearhouses annual report on Form 10-K for the fiscal year ended February 1, 2014 and quarterly reports on Form 10-Q. For additional information on Mens Wearhouse, please visit the Companys websites at www.menswearhouse.com, www.mooresclothing.com, www.kgstores.com, www.twinhill.com, www.dimensions.co.uk and www.alexandra.co.uk.
Contacts:
Mens Wearhouse
Ken Dennard
Dennard · Lascar Associates
(832) 594-4004
ken@dennardlascar.com
http://ir.menswearhouse.com/