0001104659-14-004616.txt : 20140128 0001104659-14-004616.hdr.sgml : 20140128 20140128172857 ACCESSION NUMBER: 0001104659-14-004616 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140128 DATE AS OF CHANGE: 20140128 GROUP MEMBERS: JAVA CORP. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BANK JOS A CLOTHIERS INC /DE/ CENTRAL INDEX KEY: 0000920033 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-APPAREL & ACCESSORY STORES [5600] IRS NUMBER: 363189198 STATE OF INCORPORATION: DE FISCAL YEAR END: 0130 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-55471 FILM NUMBER: 14554013 BUSINESS ADDRESS: STREET 1: 500 HANOVER PIKE CITY: HAMPSTEAD STATE: MD ZIP: 21074 BUSINESS PHONE: 4102392700 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MENS WEARHOUSE INC CENTRAL INDEX KEY: 0000884217 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-APPAREL & ACCESSORY STORES [5600] IRS NUMBER: 741790172 STATE OF INCORPORATION: TX FISCAL YEAR END: 0130 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 5803 GLENMONT DR CITY: HOUSTON STATE: TX ZIP: 77081 BUSINESS PHONE: 7135927200 MAIL ADDRESS: STREET 1: 5803 GLENMONT DR CITY: HOUSTON STATE: TX ZIP: 77081 SC TO-T/A 1 a14-1128_12sctota.htm SC TO-T/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE TO/A

(RULE 14d-100)

Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934

(Amendment No. 1)

 

 

Jos. A. Bank Clothiers, Inc.

(Name of Subject Company)

 

 

Java Corp.

(Offeror)

 

The Men’s Wearhouse, Inc.

(Parent of Offeror)

(Names of Filing Persons)

 

COMMON STOCK, $0.01 PAR VALUE

(Including the Associated Preferred Share Purchase Rights)

(Title of Class of Securities)

 

480838101

(CUSIP Number of Class of Securities)

 

Jon W. Kimmins

Chief Financial Officer

The Men’s Wearhouse, Inc.

6380 Rogerdale Road

Houston, Texas 77072

(281) 776-7000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

 

 

Copies to:

 

Steven A. Seidman

Michael A. Schwartz

Laura L. Delanoy

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, New York 10019

(212) 728-8000

 

CALCULATION OF FILING FEE

 

Transaction Valuation*

 

Amount of Filing Fee**

$1,609,332,540.00

 

$207,282.03

*                                         Estimated for purposes of calculating the filing fee only. This amount assumes the purchase of 27,988,392 shares of common stock of Jos. A. Bank Clothiers, Inc. (“JOSB”) issued and outstanding as of November 27, 2013 as set forth in JOSB’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on December 5, 2013.

**                                  The amount of the filing fee is calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, by multiplying the transaction valuation by .0001288.

 

x                                  Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

Amount Previously Paid:

 

$207,282.03

 

Filing Party:

 

The Men’s Wearhouse, Inc. and Java Corp.

Form or Registration No.:

 

Schedule TO-T (File No. 005-55471)

 

Date Filed:

 

January 6, 2014

 

o                                    Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

 

Check the appropriate boxes below to designate any transactions to which the statement relates:

x                                  third-party tender offer subject to Rule 14d-1.

o                                    issuer tender offer subject to Rule 13e-4.

o                                    going-private transaction subject to Rule 13e-3.

o                                    amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer. o

 

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

 

o                                    Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

o                                    Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

 

 

 


 

This Amendment No. 1 to Schedule TO (this “Amendment”) is filed by The Men’s Wearhouse, Inc., a Texas corporation (“MW”), and Java Corp. (the “Purchaser”), a Delaware corporation and a wholly owned subsidiary of MW, and amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on January 6, 2014 (together with any amendments and supplements thereto, the “Schedule TO”) by MW and the Purchaser, relating to the offer by the Purchaser to purchase all outstanding shares of common stock, par value $0.01 per share (together with the associated preferred share purchase rights, the “Shares”), of Jos. A. Bank Clothiers, Inc., a Delaware corporation (“JOSB”), at $57.50 per Share, net to the seller in cash, without interest and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated January 6, 2014 (the “Offer to Purchase”), and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”).  This Amendment is being filed on behalf of MW and the Purchaser.

 

The information set forth in the Offer to Purchase, including Schedule I thereto, is hereby incorporated by reference in answer to Items 1 through 9 and Item 11 of this Amendment, except as otherwise set forth below.  This Amendment should be read together with the Schedule TO.

 

Items 1 through 11.

 

On January 28, 2014, MW received a Request for Additional Information and Documentary Material (“Second Request”) from the Federal Trade Commission (the “FTC”) relating to the Offer.  The Second Request was issued in connection with the notification filing that MW made under the requirements of the Hart-Scott-Rodino Act of 1976, as amended (the “HSR Act”).  The effect of the Second Request is to extend the waiting period imposed by the HSR Act until 10 days after MW has substantially complied with the Second Request, unless that period is terminated sooner by the FTC.  After that time, the waiting period may be extended only by court order or with the consent of MW.

 

MW intends to expeditiously respond to the information request and continue to work cooperatively with the FTC to obtain approval of the Offer as soon as possible.

 

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SIGNATURE

 

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: January 28, 2014

 

 

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

 

 

 

 

JAVA CORP.

 

 

 

 

By:

/s/ JON W. KIMMINS

 

Name:

Jon W. Kimmins

 

Title:

Executive Vice President, Treasurer and Chief Financial Officer

 

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