SC 14D9/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14D-9

(Rule 14d-101)

SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 24)

JOS. A. BANK CLOTHIERS, INC.

(Name of Subject Company)

JOS. A. BANK CLOTHIERS, INC.

(Name of Person(s) Filing Statement)

COMMON STOCK, $0.01 PAR VALUE

(Title of Class of Securities)

480838101

(CUSIP Number of Class of Securities)

Charles D. Frazer

Senior Vice President — General Counsel

500 Hanover Pike

Hampstead, Maryland 21074

(410) 239-5730

(Name, Address and Telephone Number of Person Authorized to Receive

Notice and Communications on Behalf of the Person(s) Filing Statement)

With copies to:

Paul T. Schnell, Esq. Jeremy D. London, Esq. Skadden, Arps, Slate, Meagher & Flom LLP 4 Times Square New York, New York 10036 (212) 735-3000 Jim J. Shoemake, Esq. Guilfoil Petzall & Shoemake, L.L.C. 100 South Fourth Street, Suite 500 St. Louis, Missouri 63102 (314) 241-6890

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

This Amendment No. 24 to Schedule 14D-9 amends and supplements the Schedule 14D-9, originally filed by Jos. A. Bank Clothiers, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission on January 17, 2014 (as amended, the “Statement”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Statement.

Except as otherwise noted below, no changes are being made to the Schedule 14D-9.

Item 3.    Past Contacts, Transactions, Negotiations and Agreements

Item 3 is hereby amended and supplemented as set forth below.

The sole paragraph in the section entitled “Shares Held by Non-Employee Directors and Executive Officers of the Company” is hereby deleted in its entirety and restated to read as follows:

“As a group, the non-employee directors and named executive officers of the Company hold an aggregate of approximately 387,190 shares of Common Stock as of June 4, 2014. If the Company’s non-employee directors or named executive officers were to tender any shares of Common Stock they own for purchase pursuant to the Offer, then they would receive the same cash consideration per share of Common Stock on the same terms and conditions as the other stockholders of the Company who tender their shares of Common Stock. If the non-employee directors and named executive officers were to tender all of the 387,190 shares of Common Stock owned by them for purchase pursuant to the Offer and those shares of Common Stock were purchased by Java for $65.00 per share of Common Stock, then the non-employee directors and named executive officers would collectively receive an aggregate amount of approximately $25,167,350 in cash. To the knowledge of the Company, all of the Company’s non-employee directors and named executive officers currently intend to tender all of their shares of Common Stock pursuant to the Offer. If the non-employee directors or named executive officers continue to hold such shares of Common Stock at the time of the Merger, they would receive the same Merger Consideration as the other stockholders of the Company who hold shares of Common Stock at the time of the Merger (other than Men’s Wearhouse, Java and stockholders who exercise and perfect their appraisal rights under the Delaware General Corporate Law).”

The second paragraph and the table under the section entitled “Treatment of Restricted Stock Units” are hereby deleted in their entirety and restated to read as follows:

“The following table summarizes, with respect to each non-employee director, the cash value, based on the Merger Consideration of $65.00 per share of Common Stock, in respect of the unvested restricted stock units as of June 4, 2014 which will be received by the non-employee directors in connection with the Merger, pursuant to the terms of the Merger Agreement which provides that all such units will be cancelled in exchange for a payment equal to the Merger Consideration at the time of the Merger. Such unvested restricted stock units were awarded in accordance with the Company’s annual grant schedule and are otherwise scheduled to vest on June 3, 2015, except for 1,500 of the units held by Mr. Bergren, which are scheduled to vest on September 4, 2014.

Directors	Number of Unvested Restricted Stock Units (#)	Value of Unvested Restricted Stock Units ($)
Byron Bergren	3,000	195,000
James H. Ferstl	1,500	97,500
Andrew A. Giordano	1,500	97,500
William E. Herron	1,500	97,500
Sidney H. Ritman	1,500	97,500
Robert N. Wildrick	1,500	97,500

”

2

The second paragraph and the table in the section entitled “Treatment of Deferred Compensation” are hereby deleted in their entirety and restated to read as follows:

“The following table sets forth the estimated account balances, as of June 4, 2014, which would be distributed in connection with the Second Amended Offer.

	Share Balance	Value of Payout of Deferred Shares($)		Non- Share Deferred Compensation Value($)*		Total ($)*
Executive Officers
R. Neal Black	0	$	0	$	993,241	$	993,241
Robert B. Hensley	3,078	200,070		570,951		771,021
Gary M. Merry	0	0		0		0
James W. Thorne	6,853	445,445		0		445,445
David E. Ullman	6,853	445,445		565,188		1,010,633
Directors
Byron Bergren	0	$	0	$	0	$	0
James H. Ferstl	6,000	390,000		0		390,000
Andrew A. Giordano	3,750	243,750		0		243,750
William E. Herron	10,500	682,500		0		682,500
Sidney H. Ritman	14,420.31	937,320		0		937,320
Robert N. Wildrick	10,500	682,500		0		682,500

”

Item 4.    The Solicitation or Recommendation

Item 4 is hereby amended and supplemented as set forth below.

The section entitled “Background” is hereby amended to add the following paragraph after the final paragraph on the last page of that section:

“On June 6, 2014, MW and Offeror amended the Schedule TO to extend the expiration date to 5:00 p.m., New York City time on June 19, 2014.”

Item 9.    Exhibits

Item 9 is hereby amended and supplemented to add the following exhibit:

(a)(23)     Cover Letter to Information Statement, dated as of June 4, 2014.

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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.

	JOS. A. BANK CLOTHIERS, INC.
	By:	/s/ Charles D. Frazer
	Name:	Charles D. Frazer
	Title:	Senior Vice President — General Counsel
Dated: June 6, 2014

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EX-99.(A)(23)

Exhibit (a)(23)

June 4, 2014

Dear Jos. A. Bank Clothiers, Inc. Stockholders:

We are writing to update you on the status of the pending acquisition of Jos. A. Bank Clothiers, Inc. (“JOSB”) by The Men’s Wearhouse, Inc. (“MW”).  That transaction, pursuant to a merger agreement signed on March 11, 2014, is proceeding in two steps: first, an ongoing tender offer by Java Corp., a subsidiary of MW (“Purchaser”), to acquire any and all outstanding JOSB shares validly tendered and not withdrawn at $65.00 per share, net to the seller in cash (the “Offer”); and second, a merger transaction in which all JOSB shares not purchased in the tender offer (other than shares as to which dissenters’ rights are properly exercised) will be converted into the same $65.00 per share consideration as paid in the tender offer.

We are pleased to tell you that a significant condition to completion of the tender offer has been satisfied.  On May 30, 2014, the Federal Trade Commission and the Antitrust Division of the U.S. Department of Justice granted termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), relating to the Offer.

The termination of the HSR Act waiting period satisfies one of the conditions to consummate the Offer.  Completion of the Offer remains subject to certain other conditions as described in the merger agreement, including the completion of the marketing period which commenced on May 30, 2014 and is expected to end on June 19, 2014, unless earlier waived by Purchaser (subject to the applicable rules and regulations of the U.S. Securities and Exchange Commission).  If all other conditions to the Offer have been satisfied, MW and Purchaser will be required to consummate the Offer within three business days following the expiration of the marketing period.  While it is expected that the merger will close on the same business day as the Offer, and in any event no later than one business day following completion of the Offer, it is theoretically possible that the merger closing could be delayed due to circumstances beyond the control of JOSB and MW.  In that event, MW has the right under our merger agreement to place on the JOSB board a number of directors equal to MW’s percentage ownership of JOSB shares following the consummation of the Offer (with any fraction rounded up).  It is expected that if the merger is delayed, all but two of JOSB’s directors would resign from the JOSB board and David H. Edwab, Douglas S. Ewert and Jon W. Kimmins, all designees of Purchaser, would join and constitute a majority of the JOSB board.  In connection with this possible appointment of the MW designees to the JOSB board, we are required under the rules of the Securities and Exchange Commission to provide you with certain information which we have included on Annex A to this letter.

The JOSB Board reiterates its unanimous recommendation that JOSB stockholders accept the Offer and tender their JOSB shares pursuant to the Offer to Purchase.

Charles D. Frazer

Senior Vice President — General Counsel

This communication does not constitute an offer to buy or solicitation of an offer to sell any securities. This communication is for informational purposes only.  The Offer is not being made to, nor will tenders be accepted from, or on behalf of, holders of shares in any jurisdiction in which the making of the Offer or the acceptance thereof would not comply with the laws of that jurisdiction.  The Offer is being made pursuant to a tender offer statement on Schedule TO (including the Offer to Purchase, a related letter of transmittal and other offer materials) filed by MW and Purchaser with the U.S. Securities and Exchange Commission (“SEC”) on January 6, 2014, as amended from time to time. INVESTORS AND SECURITY HOLDERS OF JOS. A. BANK ARE URGED TO READ THESE AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE OFFER. Investors and security holders can obtain free copies of these documents and other documents filed with the SEC by MW through the web site maintained by the SEC at http://www.sec.gov.  The Offer to Purchase, related letter of transmittal and other offering documents may also be obtained for free by contacting the Information Agent for the Offer, MacKenzie Partners, Inc., at 212-929-5500 or toll-free at 800-322-2885.

500 Hanover Pike · Hampstead, MD  21074 · 410-239-2700

www.josbank.com