Rights Agreement	12 Months Ended
Feb. 01, 2014
Disclosure Text Block Supplement [Abstract]
Rights Agreement	RIGHTS AGREEMENT: On September 5, 2007, the Board declared a dividend of one preferred share purchase right (a “Right”) for each outstanding Share. The dividend was paid on September 20, 2007 (the “Rights Record Date”) to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-hundredth of a share of Series A Junior Participating Preferred Stock, par value $1.00 per share (the “Preferred Shares”), at a price of $200 per one one-hundredth of a Preferred Share (the “Rights Purchase Price”), subject to adjustment and amendment. Each one one-hundredth of a Preferred Share has designations and powers, preferences and rights, and the qualifications, limitations and restrictions which make its value approximately equal to the value of a Share. The description and terms of the Rights are set forth in a Rights Agreement, dated as of September 6, 2007, entered into between the Company and Continental Stock Transfer & Trust Company, as rights agent (the “Rights Agent”) (the “Original Rights Agreement”). On January 3, 2014 (the “First Rights Agreement Amendment Date”), the Original Rights Agreement was modified, pursuant to Amendment No. 1 to Rights Agreement (“Amendment No. 1”; the Original Rights Agreement as so amended, the “First Amended Rights Agreement”), to, among other things: (i) decrease from 20% to 10% the beneficial ownership threshold by which any person or entity (together with all affiliates and associates of such person or entity) becomes an Acquiring Person (as defined below) as contemplated by the First Amended Rights Agreement (subject to certain exceptions as set forth therein); (ii) include provisions in respect of certain derivative or synthetic arrangements having characteristics of a long position in the Shares in the definition of securities which a person or entity would be deemed to beneficially own; (iii) increase the Rights Purchase Price to $250; and (iv) allow the Board to redeem the Rights for any reason at any time prior to the close of business on the Distribution Date (as defined below). On February 13, 2014, the First Amended Rights Agreement was modified, pursuant to Amendment No. 2 to Rights Agreement (“Amendment No. 2”; the First Amended Rights Agreement as so amended, the “Second Amended Rights Agreement”), to, among other things provide that neither Everest Topco nor any of its associates or affiliates (“Everest”) shall become an Acquiring Person (as defined in the Second Amended Rights Agreement), and that a Shares Acquisition Date (as defined in the Second Amended Rights Agreement) shall not be deemed to occur, as a result of the authorization, execution, delivery or performance of the Everest Purchase Agreement or the consummation of the transactions thereunder (the “Everest Transactions”), or the entry into Amendment No. 2, or the announcement of any of the foregoing, and Everest shall not become an Acquiring Person unless and until Everest shall acquire beneficial ownership of additional Shares such that it becomes the beneficial owner of the percentage of the Shares that is greater (by more than one percent of the outstanding Shares) than (A) the percentage of the Shares outstanding as to which Everest shall have beneficial ownership as of immediately after the consummation of the Everest Transactions, including the issuer tender offer by the Company or (y) such lesser percentage as to which Everest has beneficial ownership following any transfer of the Company’s securities by Everest after the closing date under the Everest Purchase Agreement; provided, however, that such provisions shall pertain only until the first time, following such closing date, as Everest has beneficial ownership of less than 9% of the Shares then outstanding. Amendment No. 2 also amends the First Amended Rights Agreement with respect to Everest and FMR LLC and any other person that beneficially owned between 10% and 20% of the Shares outstanding on January 3, 2014 to clarify the scope of the definition of “Acquiring Person” as it applies to such persons in the event that the Company purchases Shares, whether through an issuer tender offer or otherwise. On March 11, 2014, prior to the execution of the Merger Agreement, the Board approved an amendment (“Amendment No. 3”) to the Second Amended Rights Agreement (as so amended, the “Rights Agreement”). Amendment No. 3 renders the Rights Agreement inapplicable to the Second Amended Offer, the Merger and the Merger Agreement and the transactions contemplated thereby. Specifically, Amendment No. 3, among other matters, provides that none of (i) the approval, execution, delivery, performance, consummation or public announcement of the Merger Agreement, (ii) the approval, commencement, consummation or public announcement of the Second Amended Offer or Merger or (iii) the approval, execution, delivery, performance, commencement, consummation or public announcement of any of the other transactions contemplated by the Merger Agreement will result in either Men's Wearhouse or Java being deemed an Acquiring Person (as such term is defined in the Rights Agreement) or give rise to any event that would result in the occurrence of a Shares Acquisition Date or a Distribution Date (as those terms are defined in the Rights Agreement). Amendment No. 3 also provides that the Rights Agreement shall expire and terminate immediately prior to the Effective Time in accordance with the terms of the Merger Agreement. The foregoing description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Original Rights Agreement, Amendment No. 1, Amendment No. 2 and Amendment No. 3 set forth as Exhibits 4.2, 4.2(a), 4.2(b) and 4.2(c) hereto, respectively.

RIGHTS AGREEMENT:

On September 5, 2007, the Board declared a dividend of one preferred share purchase right (a “Right”) for each outstanding Share. The dividend was paid on September 20, 2007 (the “Rights Record Date”) to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-hundredth of a share of Series A Junior Participating Preferred Stock, par value $1.00 per share (the “Preferred Shares”), at a price of $200 per one one-hundredth of a Preferred Share (the “Rights Purchase Price”), subject to adjustment and amendment. Each one one-hundredth of a Preferred Share has designations and powers, preferences and rights, and the qualifications, limitations and restrictions which make its value approximately equal to the value of a Share. The description and terms of the Rights are set forth in a Rights Agreement, dated as of September 6, 2007, entered into between the Company and Continental Stock Transfer & Trust Company, as rights agent (the “Rights Agent”) (the “Original Rights Agreement”).

On January 3, 2014 (the “First Rights Agreement Amendment Date”), the Original Rights Agreement was modified, pursuant to Amendment No. 1 to Rights Agreement (“Amendment No. 1”; the Original Rights Agreement as so amended, the “First Amended Rights Agreement”), to, among other things: (i) decrease from 20% to 10% the beneficial ownership threshold by which any person or entity (together with all affiliates and associates of such person or entity) becomes an Acquiring Person (as defined below) as contemplated by the First Amended Rights Agreement (subject to certain exceptions as set forth therein); (ii) include provisions in respect of certain derivative or synthetic arrangements having characteristics of a long position in the Shares in the definition of securities which a person or entity would be deemed to beneficially own; (iii) increase the Rights Purchase Price to $250; and (iv) allow the Board to redeem the Rights for any reason at any time prior to the close of business on the Distribution Date (as defined below).

On February 13, 2014, the First Amended Rights Agreement was modified, pursuant to Amendment No. 2 to Rights Agreement (“Amendment No. 2”; the First Amended Rights Agreement as so amended, the “Second Amended Rights Agreement”), to, among other things provide that neither Everest Topco nor any of its associates or affiliates (“Everest”) shall become an Acquiring Person (as defined in the Second Amended Rights Agreement), and that a Shares Acquisition Date (as defined in the Second Amended Rights Agreement) shall not be deemed to occur, as a result of the authorization, execution, delivery or performance of the Everest Purchase Agreement or the consummation of the transactions thereunder (the “Everest Transactions”), or the entry into Amendment No. 2, or the announcement of any of the foregoing, and Everest shall not become an Acquiring Person unless and until Everest shall acquire beneficial ownership of additional Shares such that it becomes the beneficial owner of the percentage of the Shares that is greater (by more than one percent of the outstanding Shares) than (A) the percentage of the Shares outstanding as to which Everest shall have beneficial ownership as of immediately after the consummation of the Everest Transactions, including the issuer tender offer by the Company or (y) such lesser percentage as to which Everest has beneficial ownership following any transfer of the Company’s securities by Everest after the closing date under the Everest Purchase Agreement; provided, however, that such provisions shall pertain only until the first time, following such closing date, as Everest has beneficial ownership of less than 9% of the Shares then outstanding. Amendment No. 2 also amends the First Amended Rights Agreement with respect to Everest and FMR LLC and any other person that beneficially owned between 10% and 20% of the Shares outstanding on January 3, 2014 to clarify the scope of the definition of “Acquiring Person” as it applies to such persons in the event that the Company purchases Shares, whether through an issuer tender offer or otherwise.

On March 11, 2014, prior to the execution of the Merger Agreement, the Board approved an amendment (“Amendment No. 3”) to the Second Amended Rights Agreement (as so amended, the “Rights Agreement”). Amendment No. 3 renders the Rights Agreement inapplicable to the Second Amended Offer, the Merger and the Merger Agreement and the transactions contemplated thereby. Specifically, Amendment No. 3, among other matters, provides that none of (i) the approval, execution, delivery, performance, consummation or public announcement of the Merger Agreement, (ii) the approval, commencement, consummation or public announcement of the Second Amended Offer or Merger or (iii) the approval, execution, delivery, performance, commencement, consummation or public announcement of any of the other transactions contemplated by the Merger Agreement will result in either Men's Wearhouse or Java being deemed an Acquiring Person (as such term is defined in the Rights Agreement) or give rise to any event that would result in the occurrence of a Shares Acquisition Date or a Distribution Date (as those terms are defined in the Rights Agreement). Amendment No. 3 also provides that the Rights Agreement shall expire and terminate immediately prior to the Effective Time in accordance with the terms of the Merger Agreement.

The foregoing description of the Rights does not purport to be complete and is qualified in its entirety by reference to the Original Rights Agreement, Amendment No. 1, Amendment No. 2 and Amendment No. 3 set forth as Exhibits 4.2, 4.2(a), 4.2(b) and 4.2(c) hereto, respectively.