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): December 16, 2014
The Men’s Wearhouse, Inc.
(Exact name of registrant as specified in its charter)
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Texas |
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1-16097 |
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74-1790172 |
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(State or other jurisdiction |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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6380 Rogerdale Road |
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Houston, Texas |
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77072 |
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(Address of principal executive offices) |
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(Zip Code) |
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281-776-7000 |
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(Registrant’s telephone number, |
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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.
On December 16, 2014, The Men’s Wearhouse, Inc. (the “Company”), Jos. A. Bank Clothiers, Inc., as successor to Java Corp., and Eminence Capital LP, as successor to Eminence Capital, LLC (“Eminence”), entered into an amendment (the “Standstill Amendment”) to that certain Agreement, dated as of February 24, 2014, between the Company, Java Corp. and Eminence (the “Standstill Agreement”).
Pursuant to the Standstill Agreement, Eminence agreed during the period ending on the conclusion of the second annual meeting of the Company’s stockholders following February 24, 2014, not to, among other things become a beneficial owner of more than 10% of the Company’s outstanding Common Stock, as a result of acquiring beneficial ownership of any of the Company’s Voting Securities (as defined in the Standstill Agreement),. The Standstill Amendment increases the percentage of Common Stock that Eminence can beneficially own to 12% of the outstanding Common Stock of the Company.
The summary of the terms of the Standstill Amendment is qualified in its entirety by reference to the Standstill Amendment, filed as Exhibit 10.1 to this Current Report and incorporated by reference herein as if set forth in full.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibit is included in this Form 8-K.
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10.1 |
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Amendment, dated December 16, 2014, by and between The Men’s Wearhouse, Inc. and Jos. A. Bank, Inc., as successor to Java Corp., on the one hand and Eminence Capital LP, as successor to Eminence Capital, LLC, on behalf of itself and certain of its affiliates listed on Exhibit A, on the other hand. |
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 MEN’S WEARHOUSE, INC. | |
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Date: December 18, 2014 |
By: |
/s/ Brian T. Vaclavik |
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Brian T. Vaclavik |
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Senior Vice President and Chief Accounting Officer | |
EXHIBIT INDEX
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Exhibit |
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Number |
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Description |
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10.1 |
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Amendment, dated December 16, 2014, by and between The Men’s Wearhouse, Inc. and Jos. A. Bank, Inc., as successor to Java Corp., on the one hand and Eminence Capital LP, as successor to Eminence Capital, LLC, on behalf of itself and certain of its affiliates listed on Exhibit A, on the other hand. |
Exhibit 10.1
AMENDMENT
This Amendment (this “Amendment”), dated as of December 16, 2014, is made by and between Eminence Capital, LP, as successor to Eminence Capital, LLC, on behalf of itself and certain of its affiliates listed on Exhibit A hereto (collectively, “Eminence”), on the one hand, and The Men’s Wearhouse, Inc., a Texas corporation (the “Company”), and Jos. A. Bank Clothiers, Inc., as successor to Java Corp. (together with the Company, “MW”), on the other hand, and amends the Agreement, dated as of February 24, 2014, between Eminence, the Company and Java Corp. (the “Agreement”). Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings given them in the Agreement.
W I T N E S S E T H:
WHEREAS, Eminence beneficially owns approximately 9.6% of the outstanding shares of common stock, $0.01 par value per share (“MW Shares”), of the Company; and
WHEREAS, pursuant to the Agreement, during the Standstill Period, Eminence has agreed not to, among other things, as a result of acquiring beneficial ownership of any Voting Securities of the Company, become a beneficial owner of any Voting Securities of the Company which, together with all other Voting Securities of Eminence and its Affiliates are beneficial owners, would be deemed under Regulation 13D-G promulgated under the Exchange Act to constitute beneficial ownership of MW Shares in excess of 10% of the issued and outstanding MW Shares, subject to certain exceptions; and
WHEREAS, Eminence may desire to acquire beneficially ownership of additional issued and outstanding MW Shares;
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements set forth in the Agreement and herein, the parties hereto agree as follows:
1. Amendment to Section 2(d). Section 2(d) of the Agreement is hereby amended to replace “10%” each place it appears with “12%”.
2. Miscellaneous.
(a) This Agreement may be executed in any number of separate counterparts, including by facsimile, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.
(b) Except as specifically modified by this Amendment, the Agreement shall not otherwise be supplemented or amended 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 Agreement. Upon and after the effectiveness of this Amendment, each reference in the Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Agreement, and each reference in any other document to “the Agreement”, “thereunder”, “thereof” or words of like import referring to the Agreement, shall mean and be a reference to the Agreement as modified hereby.
(c) This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.
[Remainder of this page intentionally left blank.]
IN WITNESS WHEREOF, the parties have caused this Amendment to the Agreement to be duly executed as of the day and year first written above.
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THE MEN’S WEARHOUSE, INC. | ||
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By: |
/s/ JON W. KIMMINS | |
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Name: |
Jon W. Kimmins |
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Title: |
EVP - CFO |
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JOS. A. BANK CLOTHIERS, INC. | ||
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By: |
/s/ JON W. KIMMINS | |
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Name: |
Jon W. Kimmins |
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Title: |
EVP - CFO |
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EMINENCE CAPITAL, LP, on behalf of itself and the entities listed on Exhibit A hereto | ||
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By: |
/s/ RICKY SANDLER | |
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Name: |
Ricky Sandler |
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Title: |
Chief Executive Officer |
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Chief Investment Officer |