K&G MENS CENTER INC, S-3, 1998-06-03

K&G MENS CENTER INC
S-3, 1998-06-03
FAMILY CLOTHING STORES

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 3, 1998.

REGISTRATION NO. 333-

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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K&G MEN'S CENTER, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

GEORGIA 58-1898817
(I.R.S. EMPLOYER IDENTIFICATION NO.)
(STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION)

1225 CHATTAHOOCHEE AVENUE, N.W.
ATLANTA, GEORGIA 30318
(404) 351-7987
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S EXECUTIVE OFFICES)

JOHN C. DANCU
CHIEF OPERATING OFFICER AND CHIEF FINANCIAL OFFICER
K&G MEN'S CENTER, INC.
1225 CHATTAHOOCHEE AVENUE, N.W.
ATLANTA, GEORGIA 30318
(404) 351-7987
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)

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WITH A COPY TO:

B. LYNN WALSH, ESQ. JAMES L. SMITH, III, ESQ.
CHARLES R. MONROE, JR., ESQ. TROUTMAN SANDERS LLP
HUNTON & WILLIAMS NATIONSBANK PLAZA, SUITE 5200
NATIONSBANK PLAZA, SUITE 4100 600 PEACHTREE STREET, N.E.
600 PEACHTREE STREET, N.E. ATLANTA, GEORGIA 30308-2216
ATLANTA, GEORGIA 30308-2216 (404) 885-3000
(404) 888-4000

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement has become effective.

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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [_]

If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]

If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]

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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED PROPOSED
AMOUNT TO BE MAXIMUM OFFERING MAXIMUM AGGREGATE AMOUNT OF
TITLE OF SHARES TO BE REGISTERED REGISTERED PRICE PER UNIT OFFERING PRICE REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock, $.01 par
value per share........ 1,897,500 $24.625(1) $46,725,938(1) $13,785
</TABLE>
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(1) Estimated solely for the purposes of determining the registration fee.
This amount, calculated pursuant to Rule 457(c), was based on the average
of the high and low prices of the Registrant's Common Stock on the Nasdaq
National Market on May 29, 1998.

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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.

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<PAGE>

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD, NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF SUCH +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED JUNE , 1998

1,650,000 SHARES

[LOGO]

COMMON STOCK

Of the 1,650,000 shares of Common Stock offered hereby, 88,263 shares are
being offered by the Company and 1,561,737 shares are being offered by the
Selling Shareholders. See "Principal and Selling Shareholders." The Company
will not receive any proceeds from the sale of shares by the Selling
Shareholders.

The Common Stock is traded on the Nasdaq National Market under the symbol
"MENS." On June 2, 1998, the last reported sale price of the Common Stock on
the Nasdaq National Market was $25.125 per share. See "Price Range of Common
Stock."

SEE "RISK FACTORS" BEGINNING ON PAGE 7 OF THIS PROSPECTUS FOR A DISCUSSION OF
CERTAIN FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS OF THE
COMMON STOCK OFFERED HEREBY.

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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

<TABLE>
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<CAPTION>
Proceeds to
Price to Underwriting Proceeds to Selling
Public Discount (1) Company (2) Shareholders
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<S> <C> <C> <C> <C>
Per Share........................ $ $ $ $
Total (3)........................ $ $ $ $
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</TABLE>
(1) See "Underwriting" for information concerning indemnification of the
Underwriters and other matters.
(2) Before deducting estimated offering expenses of $165,000, which will be
paid by the Company.
(3) The Selling Shareholders have granted the Underwriters a 30-day option to
purchase up to 247,500 additional shares of Common Stock, solely to cover
over-allotments, if any. If the Underwriters exercise this option in full,
the Price to Public will total $ , the Underwriting Discount will total
$ and the Proceeds to Selling Shareholders will total $ . See
"Principal and Selling Shareholders" and "Underwriting."

The shares of Common Stock are offered by the several Underwriters named
herein (the "Underwriters") when, as and if delivered to and accepted by the
Underwriters and subject to their right to reject any order in whole or in
part. It is expected that delivery of the certificates representing the shares
will be made against payment therefor at the office of NationsBanc Montgomery
Securities LLC on or about June , 1998.

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NationsBanc Montgomery Securities LLC

The Robinson-Humphrey Company

J.C. Bradford & Co.

June , 1998
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[COLLAGE OF REPRESENTATIVE STORE PHOTOGRAPHS]

CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE MARKET PRICE OF THE COMMON
STOCK. SUCH TRANSACTIONS MAY INCLUDE STABILIZING TRANSACTIONS AND THE PURCHASE
OF COMMON STOCK TO COVER SYNDICATE SHORT POSITIONS. FOR A DESCRIPTION OF THESE
ACTIVITIES, SEE "UNDERWRITING."

IN CONNECTION WITH THIS OFFERING, CERTAIN UNDERWRITERS AND SELLING GROUP
MEMBERS OR THEIR AFFILIATES MAY ENGAGE IN PASSIVE MARKET MAKING TRANSACTIONS
IN THE COMMON STOCK ON THE NASDAQ NATIONAL MARKET IN ACCORDANCE WITH RULE 103
OF REGULATION M. SEE "UNDERWRITING."

2
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PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed
information and consolidated financial statements and notes thereto appearing
elsewhere in this Prospectus or incorporated by reference herein. Unless
otherwise indicated, all of the information in this Prospectus (i) has been
adjusted to give effect to two stock splits, each effected in the form of a
share dividend, a 262.5-for-one split as of December 4, 1995 and a three-for-
two stock split as of April 25, 1997, and (ii) assumes no exercise of the
Underwriters' over-allotment option. See "Underwriting." The term "Company," as
used herein, includes the operations of K&G Men's Center, Inc., its
subsidiaries and certain entities affiliated with the Company by virtue of the
Company's ownership of at least 50% of the outstanding stock of each of them.
The Company has a 52/53-week fiscal year that ends on the Sunday closest to the
end of January of each year. As used herein, "fiscal 1993," "fiscal 1994,"
"fiscal 1995," "fiscal 1996," "fiscal 1997" and "fiscal 1998" refer to the
Company's fiscal years ended January 30, 1994, January 29, 1995, January 28,
1996, February 2, 1997 and February 1, 1998, and the fiscal year ending January
31, 1999, respectively. Certain statements in this Prospectus constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995 (the "Reform Act"). See "Special Note Regarding
Forward-Looking Statements."

THE COMPANY

K&G Men's Center, Inc. (the "Company" or "K&G") is a rapidly growing
superstore retailer of men's apparel and accessories. K&G's stores offer first-
quality, current-season men's apparel and accessories comparable in quality to
that of traditional department and fine specialty stores, at everyday low
prices 30% to 70% below retail prices typically charged by such stores. The
Company's merchandising strategy emphasizes broad and deep assortments across
all major menswear categories, including tailored clothing, casual sportswear,
dress furnishings, footwear and accessories. This dominant merchandise
selection, which includes brand name as well as private label merchandise,
positions the Company to attract a wide range of menswear customers in each of
its markets. In addition, the Company's philosophy of delivering everyday value
distinguishes K&G from other retailers that adopt a more promotional pricing
strategy.

The Company's 29 stores operating in 16 states are "destination" stores
located primarily in low-cost warehouses and secondary strip shopping centers
easily accessible from major highways and thoroughfares. K&G's stores are open
for business on Fridays, Saturdays and Sundays only, typically for a total of
24 hours per week. The Company pioneered the weekend strategy in menswear
retailing as a means of responding to its customers' shopping habits and
creating a sense of urgency to purchase, while facilitating cost control and
inventory replenishment. This strategy is an integral element of the Company's
retail formula that emphasizes low operating costs, low mark-ups and high
inventory turnover to produce attractive store-level economics.

The Company had net sales of $119.4 million and operating income of $9.9
million for the twelve month period ended May 3, 1998. K&G has experienced a
32% compounded annual sales growth rate and a 44% compounded annual operating
income growth rate over the five years ended February 1, 1998. The Company has
achieved its strong financial performance through consistent net sales growth,
combined with one of the highest operating margins in the industry. The
Company's revenue growth has been driven by strong annual comparable store
sales increases (five year average of 12.5%) and significant new store
openings, including 14 new stores in the last two years. In fiscal 1997, the
Company generated one of the highest operating margins (8.5%), the lowest SG&A
as a percentage of sales (14.8%), and one of the highest inventory turns (4.1x)
in the menswear industry.

The Company believes that its success is the result of its ability to deliver
a unique value proposition to its customers. K&G creates this value by
providing a dominant selection of high quality merchandise at lower prices than
its competition in a one-stop shopping superstore designed for convenience and
ease of shopping. The Company executes its vision through the following
strategies:

3
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Low Cost Operations. K&G's unique weekend-only strategy coincides with the
buying patterns of its customers while significantly reducing operating costs.
K&G's weekend-only format reduces payroll costs and eliminates the need for a
central distribution center, enabling the Company's vendors to drop-ship most
merchandise directly to the stores. In addition, K&G is able to reduce its
rental obligations by locating its stores in low-cost warehouses and secondary
strip center locations. Word-of-mouth publicity, combined with the efficient
implementation and management of K&G's advertising program, results in below
industry average advertising expenditures. The Company's low-cost structure is
the cornerstone of its positioning in the marketplace. The Company passes its
operating cost savings to its customers through a lower mark-up of its
merchandise, enabling it to provide current-season men's apparel comparable in
quality to apparel offered by traditional department and fine specialty stores,
but at much lower prices.

Dominant Selection of First-Quality Merchandise. K&G's abundant merchandise
offerings consist of all major categories of men's apparel, including business
attire (suits, sportscoats, blazers, dress pants, shirts and ties), casual wear
(slacks, shorts, polo-style shirts, sweaters and activewear), formal wear
(tuxedos and related furnishings), accessories (underwear, socks, belts,
luggage, gloves and scarves), outerwear and footwear. In each merchandise
category other than accessories, the Company strives to offer its customers a
dominant selection of "good-better-best" merchandise in all sizes, colors,
styles and fits to enable customers to make the price/quality decision that
best meets their needs. In addition, the Company's information systems enable
K&G to identify top selling items, capitalize on opportunistic buys and respond
to market trends, thereby ensuring current season, customer-oriented
merchandise.

Everyday Low Prices and Low Mark-Ups. K&G seeks to provide the customer with
value by offering quality merchandise at everyday low prices, which are
typically 30% to 70% below retail prices charged by traditional department and
fine specialty stores. This pricing strategy is designed to drive sales volume
and generate high inventory turnover (4.1x in fiscal 1997), and contrasts with
the pricing strategy of many department and specialty stores, which
significantly mark-up their merchandise and then mark down the merchandise to
give customers the perception of value. Typically, the competition's
promotional price still exceeds K&G's everyday low price. The Company
consistently seeks to obtain the lowest price from its vendors by establishing
partnerships, ordering large volumes and not requesting markdown allowances,
concessions, or merchandise returns (except for damaged goods). The combination
of the Company's vendor strategy and its low cost operation are part of the
formula that enables K&G to offer high quality merchandise at prices lower than
the competition.

Destination Superstores. K&G's stores are "destination" superstores located
primarily in low-rent, light industrial areas or secondary strip shopping
centers easily accessible from major highways and thoroughfares. The Company
seeks to make an immediate visual impact on customers entering its stores
through its presentation of a dominant selection of first-quality merchandise
sorted and clearly marked by category, size, style, color and fit. K&G instills
a sense of urgency for the customer to purchase by opening its stores for
business only on Friday, Saturday and Sunday, when men typically shop. The
Company believes that a high percentage of customers who come to K&G's stores
purchase merchandise during their visit.

GROWTH AND EXPANSION

The Company currently has 29 stores in 16 states, 21 of which have been
opened since October 1995. The Company plans to open more than 70 new stores
over the next five to six years. K&G intends to initially focus its expansion
efforts in the top fifty metropolitan markets in the United States and intends
to cluster stores in markets to take advantage of advertising and operating
efficiencies. The Company does not utilize a distribution center; accordingly,
it is not constrained geographically or by the capacity limits of a central
facility, which allows management to concentrate on the best real estate
opportunities in targeted markets. The Company believes that both the maturing
of its young store base and new store openings will drive revenue growth for
the

4
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Company. The Company has historically experienced double digit comparable store
sales growth for its new stores, primarily as word-of-mouth publicity grows in
the markets that it serves.

The Company's 29 stores are located in Atlanta (3); Baltimore; Boston (2);
Charlotte; Cincinnati; Cleveland; Dallas (3); Denver; Houston (2);
Indianapolis; Long Island (2); Los Angeles; Minneapolis; Philadelphia (2);
Seattle; Washington, D.C. (2); Kansas City, Kansas; Rahway, New Jersey;
Fairfield, New Jersey; and Columbus, Ohio. The Company currently intends to
open six more stores in fiscal 1998, for a total of ten new stores for the
fiscal year.

The Company's business was founded in Georgia in 1989 and incorporated in
Georgia in June 1990. K&G's principal executive offices are located at 1225
Chattahoochee Avenue, N.W., Atlanta, Georgia 30318, and its telephone number is
(404) 351-7987.

RECENT DEVELOPMENTS

First Quarter Results. For the quarter ended May 3, 1998, K&G had record
sales of $30.3 million, up 27.7% from $23.7 million for the same quarter of
fiscal 1997. The Company had an 8.8% comparable store sales gain in the fiscal
quarter ended May 3, 1998 and opened three new stores. The Company's comparable
store sales gain in the first quarter of fiscal 1997 was 11.9%.

Successful New Store Openings. The Company opened three new stores during the
first quarter of fiscal 1998. Two of the Company's new stores were in Houston,
Texas and were accompanied by a larger opening advertising campaign and a
television test, reflecting a new media plan for accelerating customers'
awareness of the Company in a market. The Company also added a second store in
metropolitan Philadelphia as part of its multiple store strategy in key
markets. The Company opened its first store in the Los Angeles market in June
1998 and has signed a lease to open a second store in Denver, Colorado in the
fall of 1998. The Company will continue to open new stores in both new and
existing markets, but will be increasingly focused on clustering stores in
selected markets.

Additions to Management and Information Systems. The Company has made
additional investments in its management and information systems infrastructure
for its planned growth. In March 1998, K&G added depth to its management team
with the hiring of George ("Skip") Briggs as Vice President of Store
Operations. Mr. Briggs brings 29 years of retail experience to help manage the
Company's rapidly expanding store base. In addition, the Company recently
completed an upgrade of its information systems in the first quarter of fiscal
1998. The Company believes that this improved reporting and upgraded
replenishment system will further enhance its ability to anticipate and react
to changing consumer demands.

THE OFFERING

Common Stock offered by the
Company............................ 88,263 shares

Common Stock offered by the Selling
Shareholders....................... 1,561,737 shares

Common Stock to be outstanding
after the offering................. 10,230,683 shares(1)

Use of proceeds by the Company...... For general corporate purposes, includ-
ing new store expansion and working
capital.

Nasdaq National Market Symbol....... MENS
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(1) Excludes (i) 542,131 shares of Common Stock issuable upon the exercise of
outstanding stock options and (ii) 338,710 shares available for grant under
the Company's stock option plans.

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SUMMARY FINANCIAL INFORMATION AND OPERATING DATA
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AND OPERATING DATA)

<TABLE>
<CAPTION>
THREE MONTHS
FISCAL YEAR ENDED ENDED (1)
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JANUARY 30, JANUARY 29, JANUARY 28, FEBRUARY 2, FEBRUARY 1, MAY 4, MAY 3,
1994 1995 1996 1997 1998 1997 1998
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(UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Net sales............... $37,081 $49,801 $60,027 $88,104 $112,795 $23,742 $30,309
Gross profit............ 8,229 11,557 14,433 20,760 26,282 5,452 6,881
Operating income........ 2,241 3,722 5,138 7,008 9,607 1,660 1,944
Net income.............. 1,157 2,298 3,186 4,584 6,383 1,146 1,322
Weighted average common
shares outstanding
(000's)................ 6,615 7,245 7,875 9,682 10,118 10,105 10,132
Weighted average common
shares outstanding
assuming dilution
(000's)................ 6,615 7,245 7,875 9,787 10,211 10,167 10,158
Basic earnings per
share.................. $ 0.17 $ 0.32 $ 0.40 $ 0.47 $ 0.63 $ 0.11 $ 0.13
Diluted earnings per
share.................. $ 0.17 $ 0.32 $ 0.40 $ 0.47 $ 0.63 $ 0.11 $ 0.13
SELECTED OPERATING DATA:
Comparable store sales
increase (2)........... 7.9% 17.2% 11.9% 12.4% 13.0% 11.9% 8.8%
Stores open at end of
period................. 7 9 11 17 25 19 28
Total selling square
footage (3)............ 92,227 114,378 151,012 243,402 349,342 268,802 400,822
</TABLE>

<TABLE>
<CAPTION>
AS OF MAY 3, 1998
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AS
ACTUAL ADJUSTED (4)
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(UNAUDITED)
<S> <C> <C>
BALANCE SHEET DATA (AT PERIOD END):
Working capital............................................ $36,233 $38,169
Total assets............................................... 54,094 56,030
Total debt................................................. 205 205
Shareholders' equity....................................... 40,025 41,961
</TABLE>
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(1) The business of the Company is seasonal, and results for any period within
a fiscal year are not necessarily indicative of the results that may be
achieved for a full fiscal year.
(2) New or relocated stores become comparable stores beginning in their
fourteenth full month of operation. Fiscal 1996 comparable store sales
increase is calculated on the first 52 weeks in fiscal 1996 compared to the
52 weeks in fiscal 1995. Fiscal 1996 was a 53-week period, and comparable
store sales based on the 53 weeks of fiscal 1996 compared to the 52 weeks
of 1995 were 14.4%. Fiscal 1997 comparable store sales increase was
calculated using the comparable 52-week period of fiscal 1997 and 1996.
Fiscal 1997 was a 52-week period, and comparable store sales based on the
52 weeks of fiscal 1997 compared to the 53 weeks of fiscal 1996 were 12.0%.
See "Management's Discussion and Analysis of Financial Condition and
Results of Operations--General."
(3) Total selling square footage excludes administrative, storage, alterations
and fitting areas.
(4) As adjusted to give effect to the estimated net proceeds of $1.9 million to
the Company from this offering. See "Use of Proceeds."

6
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RISK FACTORS

In addition to the other information contained or incorporated by reference
in this Prospectus, the following risk factors should be considered carefully
in evaluating the Company and its business before purchasing any of the shares
of Common Stock offered hereby. Certain statements in "Risk Factors"
constitute "forward-looking statements" within the meaning of the Reform Act.
See "Special Note Regarding Forward-Looking Statements."

YOUNG STORE BASE AND LIMITED OPERATING HISTORY

The Company opened its first store in 1989 and presently operates 29 stores.
Of these stores, 21 have been opened since October 1995, and the average age
of the Company's existing stores is 32 months. Consequently, the Company has a
relatively limited history of opening and operating stores, and has also
closed two stores due to those stores' financial underperformance. Moreover,
the Company's operating profits have historically been disproportionately
generated by stores that have been operating for longer periods of time. Due
to these factors, the results achieved to date by the Company's existing store
base may not be indicative of the results that may be achieved from a larger
number of stores. In addition, should any store be unprofitable or experience
a decline in profitability, the effect on the Company's results of operations
would be more significant than would be the case if the Company had a larger
store base. Although management believes that it has carefully planned for the
implementation of its expansion program, there can be no assurance that such
plans can be executed as envisioned or that the implementation of those plans
will not have an adverse effect on results of operations. See "Management's
Discussion and Analysis of Financial Condition and Results of Operation--
General" and "Business--Growth and Expansion."

EXPANSION AND ITS ANTICIPATED FINANCIAL EFFECT

The Company intends to continue its rapid store expansion. The Company's
future operating results will depend largely upon its ability to identify and
secure new store locations, open and operate new stores successfully, and
manage a larger business profitably. The success of K&G's planned expansion
strategy is dependent upon many factors, including identifying suitable
markets and sites for new stores, negotiating leases with acceptable terms,
building or refurbishing stores and obtaining site financing. In addition, the
Company must be able to continue to hire, train and retain competent managers
and store personnel. The failure of the Company to achieve its expansion goals
on a timely basis, obtain acceptance in markets in which it currently has
limited or no presence, attract and retain qualified management and other
personnel, appropriately upgrade its systems and controls or manage operating
expenses could adversely affect the Company's future operating results.

A variety of factors, including store location, store size, the time of year
when the store is opened and the level of initial advertising expenditures
influence if and when a store becomes profitable. The Company intends to open
10 new stores in fiscal 1998 and 10 to 12 new stores in fiscal 1999. To date,
the Company has not opened more than eight stores in any fiscal year and has
no operating experience in certain of the markets in which it expects to open
new stores. Assuming K&G's planned expansion occurs as anticipated, the
Company's store base will include a relatively high proportion of younger
stores, which have yet to reach maturity. The Company's more mature stores
historically have produced higher sales per square foot and higher operating
margins than its younger stores. Accordingly, K&G's planned expansion is
expected to produce a decrease in the Company's overall sales per square foot
during fiscal 1998 and fiscal 1999. In addition, increases in the level of
advertising and other store expenses as a percentage of sales as compared to
the Company's more mature stores and pre-opening expenses associated with the
opening of new stores may contribute to a decrease in the Company's operating
margins. Finally, opening new stores in existing markets may also reduce sales
of existing stores in those markets, negatively impacting comparable store
sales. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations--Liquidity and Capital Resources" and "Business--Growth
and Expansion."

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COMPARABLE STORE SALES

A variety of factors affect the Company's comparable store sales results,
including, among others, economic conditions, the retail sales environment and
the Company's ability to execute its business and expansion strategies
efficiently. While the Company's comparable store sales have increased each
year, there can be no assurance that the Company will continue to generate
comparable store sales increases. In addition, there is no assurance that the
Company's stores will continue to generate sufficient customer traffic and
sales volume. The Company anticipates that opening new stores in existing
markets may result in decreases in comparable store sales for existing stores
in such markets. Adverse changes in the Company's comparable store sales
results could cause the price of the Common Stock to fluctuate significantly.

MERCHANDISE AND MARKET TRENDS

The Company's success depends in part on its ability to anticipate and
respond to changing merchandise trends and consumer demands in a timely
manner. Accordingly, any failure by the Company to identify and respond to
emerging trends could adversely affect consumer acceptance of K&G's
merchandise, which in turn could adversely affect the Company's results of
operations. If the Company miscalculates either the market for the merchandise
in its stores or its customers' purchasing habits, it may be required to sell
a significant amount of inventory at below average mark-ups over the Company's
cost, or below cost, which could adversely affect the Company's financial
condition and results of operations. Furthermore, as with other retail
businesses, the Company's operations may be adversely affected by unfavorable
local, regional or national economic developments that result in reduced
consumer spending in the markets served by its stores.

Industry sources indicate that unit sales of men's suits have declined or
remained relatively constant over many years. This is primarily attributable
to men allocating a lower portion of their disposable income to tailored
clothing and to a trend toward more casual dressing in the workplace. However,
industry sources indicate a slight increase in unit sales of men's suits over
the last year. Men's suit sales accounted for approximately 29.7% of the
merchandise sold by the Company in fiscal 1997. If unit sales decline or
remain relatively constant, there can be no assurance that the Company will
continue to be able to maintain or increase its sales volume or maintain its
profitability.

SEASONALITY AND QUARTERLY FLUCTUATIONS

The Company's business is affected by the seasonal pattern common to most
retailers. Historically, its highest net sales and operating income have been
experienced during the fourth quarter, which includes the holiday selling
season. During fiscal 1997, approximately 35% of the Company's net sales and
approximately 49% of its operating income were generated during the fourth
quarter. Accordingly, any adverse trend in net sales for such period could
have a material adverse effect upon the Company's profitability and could
adversely affect the Company's results of operations for the entire year. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Quarterly Results, Seasonality and Inflation."

In addition to seasonality, the Company's results of operations may
fluctuate from quarter to quarter as a result of the amount and timing of
sales contributed by new stores, the advertising and pre-opening expenses
associated with the opening of new stores and the integration of new stores
into the operations of the Company, as well as other factors.

VENDOR RELATIONSHIPS

The Company's business is dependent upon its ability to purchase first-
quality, current-season, brand name and private label merchandise at
competitive prices. A disruption of vendor relationships could adversely
affect the Company's business. Although management believes that the Company's
relations with its vendors currently are satisfactory and that the Company
currently has adequate sources of brand name and private label merchandise,
there can be no assurance that the Company will be able to acquire such
merchandise, especially on an opportunistic, in-season basis, to the extent it
has in the past. As the Company's store base grows,

8
<PAGE>

management expects the percentage of opportunistic, in-season purchases made
by the Company to decrease. See "Business--Purchasing and Distribution." In
addition, many of the Company's vendors import a substantial portion of their
merchandise from foreign countries, which subjects the Company to the risks
described in "Direct Sourcing of Merchandise" below.

DIRECT SOURCING OF MERCHANDISE

The Company has recently initiated a direct sourcing program to purchase
portions of its tailored clothing directly from manufacturers located in
foreign countries and plans to increase its levels of direct sourcing.
Although the Company has existing relationships with such manufacturers, the
Company has limited experience purchasing merchandise directly from foreign
manufacturers. Purchasing from foreign vendors may expose the Company to risks
related to merchandise reliability, such as quality, fit and delivery of
products. Other risks inherent in foreign sourcing include economic and
political instability, transportation delays and interruptions, restrictive
actions by foreign governments, the laws and policies of the United States
affecting the importation of goods, including duties, quotas and taxes, trade
and foreign tax laws, fluctuations in currency exchange rates, and the
possibility of boycotts or other actions prompted by domestic concerns
regarding foreign labor practices or other conditions beyond the Company's
control.

COMPETITION

The market for menswear is highly fragmented and competitive. The Company
faces intense competition for customers and for access to quality merchandise
from traditional department stores, specialty retailers and off-price retail
chains, including other retailers that have developed their own menswear
superstore formats. The expansion of the Company's business has brought it
into more direct competition with other superstore or three-day men's
retailers. Many of the Company's competitors have greater financial and other
resources than the Company, and there can be no assurance that the Company
will be able to compete successfully with these competitors in the future. See
"Business--Merchandising" and "--Competition."

RELIANCE ON KEY PERSONNEL

The Company believes that its continued success will depend to a significant
extent upon the efforts and abilities of Stephen H. Greenspan, its Chairman,
President and Chief Executive Officer. The loss of Mr. Greenspan's services
could have a material adverse effect on the Company. The Company's continued
success is also dependent upon its ability to attract and retain qualified
employees to meet the Company's needs during expansion. See "Management."

YEAR 2000

The Company has completed a preliminary evaluation of its management
information systems to determine their readiness in terms of Year 2000 issues,
and has determined that its point-of-sale cash register systems are the only
application that will require significant modification in order to be Year
2000 ready. The Company has developed a plan to replace its current registers
with a new PC-based register system. The cost to purchase and implement these
systems is estimated to total approximately $1.5 million. These registers are
scheduled to be fully implemented and operational at all store locations prior
to December 31, 1999. Management does not believe that the cost to modify any
of K&G's other systems to be Year 2000 ready will be material to the Company's
financial condition or results of operations. However, the Company currently
does not have any information concerning the Year 2000 readiness of its
suppliers or other third parties with which the Company conducts business, and
in the event that any of its significant suppliers or other third parties with
which the Company conducts business do not successfully and timely achieve
Year 2000 readiness, the Company's business or operations could be adversely
affected.

IMPACT OF GENERAL ECONOMIC CONDITIONS

Menswear purchases may be affected by adverse trends in the general economy.
The success of the Company's operations depends, to a significant extent, upon
a number of factors relating to discretionary

9
<PAGE>

consumer spending, including economic conditions affecting disposable consumer
income, such as employment, business conditions, interest rates, availability
and costs of credit and taxation for the economy as a whole and in regional
and local markets where the Company operates. In addition, the Company is
dependent upon the continued popularity of its locations as a shopping
destination and the ability of the Company to generate customer traffic for
its stores, particularly because the Company does not engage in significant
media advertising. There can be no assurance that consumer spending will not
be adversely affected by general economic conditions or a decrease in store
traffic, thereby negatively impacting the Company's results of operations or
financial condition.

CONTROL OF THE COMPANY

Following the completion of this offering, the Company's principal
shareholders, executive officers and directors will own 23.9% of the
outstanding Common Stock. Accordingly, such shareholders will continue to
effectively control the outcome of all matters requiring a vote of
shareholders, including the power to elect all of the directors and to take
action with respect to any sale of assets, merger or consolidation. See
"Principal and Selling Shareholders."

ANTI-TAKEOVER PROVISIONS

The Company's Articles of Incorporation and Bylaws contain provisions that
may discourage other persons from attempting to acquire control of the
Company, including, without limitation, a classified Board of Directors and
procedural requirements in connection with shareholder proposals or director
nominations. In addition, the Company has available for issuance 2,000,000
shares of Preferred Stock, $.01 par value per share, which the Board of
Directors of the Company is authorized to issue, in one or more series,
without any further action on the part of the shareholders. Each of these
provisions could render more difficult or discourage an attempt by a third
party to obtain control of the Company. In the event the Company issues a
series of Preferred Stock in the future that has preference over the Common
Stock with respect to the payment of dividends and upon the Company's
liquidation, dissolution or winding up, the rights of the holders of the
Common Stock offered hereby could be adversely affected.

SHARES ELIGIBLE FOR FUTURE SALE

The market price of the Common Stock could be adversely affected by the
availability for sale of additional Common Stock owned by the Company's
principal shareholders. The Company's principal shareholders, executive
officers and directors, who will collectively own approximately 23.9% of the
Company's outstanding Common Stock following the offering (21.5% if the
Underwriters' over-allotment option is exercised in full), have agreed not to
offer, sell or otherwise dispose of such shares for a period of 90 days
following the effective date of the Registration Statement of which this
Prospectus is a part without the prior written consent of the Underwriters.
After the expiration of such 90-day period, such shares may be sold in
accordance with Rule 144 promulgated under the Securities Act of 1933, as
amended (the "Securities Act"), or upon registration under the Securities Act
without regard to the volume limitations of Rule 144. The sale of a
substantial number of such shares could adversely affect the market price of
the Common Stock. See "Principal and Selling Shareholders," "Shares Eligible
for Future Sale" and "Underwriting."

STOCK PRICE VOLATILITY

The market price of the Company's Common Stock has risen substantially since
the Company's initial public offering in January 1996. The Common Stock is
quoted on the Nasdaq National Market, which has experienced and is likely to
experience in the future significant price and volume fluctuations, which
could adversely affect the market price of the Common Stock without regard to
the operating performance of the Company. In addition, management believes
that factors such as quarterly fluctuations in the financial results of the
Company, the Company's comparable store sales results, announcements by other
apparel retailers, the overall economy and the condition of the financial
markets could cause the price of the Common Stock to fluctuate substantially.

10
<PAGE>

USE OF PROCEEDS

The net proceeds to the Company from the sale of the 88,263 shares of Common
Stock offered by the Company hereby are estimated to be $1.9 million after
deducting underwriting discounts and estimated offering expenses payable by
the Company. The net proceeds to the Company will be used to finance new store
expansion and for working capital and other general corporate purposes. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Liquidity and Capital Resources" and "Business--Growth and
Expansion." The Company will not receive any proceeds from the sale of shares
by the Selling Shareholders.

Pending application of the net proceeds as described above, the Company
intends to invest the net proceeds in short-term, interest-bearing,
investment-grade securities.

PRICE RANGE OF COMMON STOCK

The Common Stock of the Company has been quoted on the Nasdaq National
Market under the symbol "MENS" since the Company consummated its initial
public offering in January 1996 at a price of $6.67 per share. Prior to that
time, there was no public market for the Common Stock. The following table
sets forth the actual high and low closing sale prices per share for the
Company's Common Stock for the periods indicated as reported by the Nasdaq
National Market.

<TABLE>
<CAPTION>
HIGH LOW
------- ------
<S> <C> <C>
FISCAL 1995
Fourth Quarter............................................... $ 7.17 $ 7.00

FISCAL 1996
First Quarter................................................ $12.83 $ 7.25
Second Quarter............................................... 14.83 10.33
Third Quarter................................................ 17.00 13.17
Fourth Quarter............................................... 18.50 14.83

FISCAL 1997
First Quarter................................................ $20.00 $16.25
Second Quarter............................................... 22.88 15.00
Third Quarter................................................ 23.00 18.75
Fourth Quarter............................................... 21.00 18.38

FISCAL 1998
First Quarter................................................ $25.00 $18.00
Second Quarter through June 2, 1998.......................... 26.75 23.00
</TABLE>

On June 2, 1998, the closing sales price of the Company's Common Stock was
$25.125 per share. As of April 13, 1998, there were 52 holders of record of
the Company's Common Stock. This number does not include beneficial owners of
the Common Stock whose shares are held in the names of various dealers,
clearing agencies, banks, brokers and other fiduciaries.

DIVIDEND POLICY

The Company currently intends to retain all future earnings after
consummation of this offering for use in the expansion and operation of its
business. The Company does not anticipate paying dividends on its Common Stock
in the foreseeable future. The payment of future dividends will be at the sole
discretion of the Company's Board of Directors and will depend on, among other
things, future earnings, capital requirements, the general financial condition
of the Company and general business conditions. In addition, the payment of
dividends by the Company and its subsidiaries is substantially limited by
restrictive covenants in K&G's bank credit agreement.

11
<PAGE>

CAPITALIZATION

The following table sets forth the total capitalization of the Company (i)
as of May 3, 1998, and (ii) as adjusted to reflect the sale of 88,263 shares
of Common Stock by the Company at an assumed public offering price of $25.125
per share, after deducting the underwriting discount and estimated offering
expenses payable by the Company, and the application of the net proceeds
therefrom as described under "Use of Proceeds." The table should be read in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and the Company's Consolidated Financial Statements
and Notes thereto incorporated by reference in this Prospectus.

<TABLE>
<CAPTION>
AS OF MAY 3, 1998
------------------
(UNAUDITED)
AS
ACTUAL ADJUSTED
-------- ---------
(IN THOUSANDS)
<S> <C> <C>
Notes payable to related parties(1).......................... $ 205 $ 205
-------- --------
Minority interest............................................ 413 413
-------- --------
Shareholders' equity:
Preferred Stock, $.01 par value; 2,000,000 shares
authorized and unissued................................... -- --
Common Stock, $.01 par value; 20,000,000 shares authorized;
10,142,420 shares issued and outstanding; 10,230,683
shares issued and outstanding, as adjusted(2)............. 102 103
Additional paid-in capital................................. 26,067 28,002
Retained earnings.......................................... 13,856 13,856
-------- --------
Total shareholders' equity............................... 40,025 41,961
-------- --------
Total capitalization................................... $ 40,643 $ 42,579
======== ========
</TABLE>
- --------
(1) Notes payable to related parties consist of the investments made by two
minority shareholders in the Company's operations in Cincinnati and
Indianapolis.
(2) Excludes (i) 542,131 shares of Common Stock issuable upon the exercise of
outstanding stock options and (ii) 338,710 shares available for grant
under the Company's stock option plans.

12
<PAGE>

SELECTED CONSOLIDATED FINANCIAL DATA
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AND OPERATING DATA)

The following table sets forth for the periods indicated selected financial
data for the Company. The selected consolidated financial data below should be
read in conjunction with the Company's Consolidated Financial Statements and
Notes thereto and with "Management's Discussion and Analysis of Financial
Condition and Results of Operations" included elsewhere or incorporated by
reference in this Prospectus. The statement of operations and balance sheet
data presented below for the fiscal years 1993, 1994, 1995, 1996 and 1997, and
as of the end of those fiscal years have been derived from the Company's
Consolidated Financial Statements, which have been audited by Arthur Andersen
LLP, the Company's independent public accountants. The statement of operations
data and balance sheet data for the three months ended May 4, 1997 and May 3,
1998 are derived from unaudited financial statements of the Company
incorporated by reference in this Prospectus and include all adjustments
(consisting only of normal recurring accruals) that management considers
necessary for a fair presentation of the financial position and results of
operations of the Company as of such time and for such periods. The results of
operations for the three months ended May 3, 1998 are not necessarily
indicative of the results that may be achieved for the full fiscal year.

<TABLE>
<CAPTION>
THREE MONTHS
FISCAL YEAR ENDED ENDED(1)
----------------------------------------------------------- ----------------
JANUARY 30, JANUARY 29, JANUARY 28, FEBRUARY 2, FEBRUARY 1, MAY 4, MAY 3,
1994 1995 1996 1997 1998 1997 1998
----------- ----------- ----------- ----------- ----------- ------- -------
(UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Net sales............... $37,081 $49,801 $60,027 $88,104 $112,795 $23,742 $30,309
Cost of sales, including
occupancy costs........ 28,852 38,244 45,594 67,344 86,513 18,290 23,428
------- ------- ------- ------- -------- ------- -------
Gross profit............ 8,229 11,557 14,433 20,760 26,282 5,452 6,881
Selling, general and
administrative
expenses............... 5,988 7,835 9,295 13,752 16,675 3,792 4,937
------- ------- ------- ------- -------- ------- -------
Operating income........ 2,241 3,722 5,138 7,008 9,607 1,660 1,944
Other income (expense):
Interest expense....... (75) (159) (55) (43) (29) (9) (9)
Other income, net...... 39 235 220 735 1,166 292 306
------- ------- ------- ------- -------- ------- -------
Income before income
taxes and minority
interest in (earnings)
loss of affiliates..... 2,205 3,798 5,303 7,700 10,744 1,943 2,241
Provision for income
taxes.................. 845 1,532 2,079 2,991 4,189 762 879
------- ------- ------- ------- -------- ------- -------
Income before minority
interest in (earnings)
loss of affiliates(2).. 1,360 2,266 3,224 4,709 6,555 1,181 1,362
Minority interest in
(earnings) loss of
affiliates(2).......... (203) 32 (38) (125) (172) (35) (40)
------- ------- ------- ------- -------- ------- -------
Net income.............. $ 1,157 $ 2,298 $ 3,186 $ 4,584 $ 6,383 $ 1,146 $ 1,322
======= ======= ======= ======= ======== ======= =======
Basic earnings per
share.................. $ 0.17 $ 0.32 $ 0.40 $ 0.47 $ 0.63 $ 0.11 $ 0.13
======= ======= ======= ======= ======== ======= =======
Diluted earnings per
share.................. $ 0.17 $ 0.32 $ 0.40 $ 0.47 $ 0.63 $ 0.11 $ 0.13
======= ======= ======= ======= ======== ======= =======
Weighted average common
shares outstanding
(000's)................ 6,615 7,245 7,875 9,682 10,118 10,105 10,132
Weighted average common
shares outstanding
assuming dilution
(000's)................ 6,615 7,245 7,875 9,787 10,211 10,167 10,158

SELECTED OPERATING DATA:
Comparable store sales
increase(3)............ 7.9% 17.2% 11.9% 12.4% 13.0% 11.9% 8.8%
Stores open at end of
period................. 7 9 11 17 25 19 28
Total selling square
footage(4)............. 92,227 114,378 151,012 243,402 349,342 268,802 400,822

BALANCE SHEET DATA (AT
PERIOD END):
Working capital......... $ 3,194 $ 5,601 $ 7,813 $29,305 $ 35,025 $30,465 $36,233
Total assets............ 8,995 12,464 17,203 42,384 47,931 44,789 54,094
Total debt.............. 448 895 205 205 205 205 205
Shareholders' equity.... 2,817 6,188 2,643 31,280 37,817 32,487 40,025
</TABLE>

13
<PAGE>

- --------
(1) The business of the Company is seasonal, and results for any period within
a fiscal year are not necessarily indicative of the results that may be
achieved for a full fiscal year.
(2) Represents the minority interest in (earnings) loss of certain affiliates
included in the Consolidated Financial Statements. Such affiliates are at
least 50% owned entities, and the relationship between K&G and these
entities is, in substance, a parent-subsidiary relationship.
(3) New or relocated stores become comparable stores beginning in their
fourteenth full month of operation. Fiscal 1996 comparable store sales
increase is calculated on the first 52 weeks in fiscal 1996 compared to
the 52 weeks in fiscal 1995. Fiscal 1996 was a 53-week period, and
comparable store sales based on the 53 weeks of fiscal 1996 compared to
the 52 weeks of 1995 were 14.4%. Fiscal 1997 comparable store sales
increase was calculated using the comparable 52-week period of fiscal 1997
and 1996. Fiscal 1997 was a 52-week period, and comparable store sales
based on the 52 weeks of fiscal 1997 compared to the 53 weeks of fiscal
1996 were 12.0%. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations--General."
(4) Total selling square footage excludes administrative, storage, alterations
and fitting areas.

14
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the "Selected
Consolidated Financial Data" and the Financial Statements and Notes thereto of
the Company incorporated herein by reference. Certain statements in
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" constitute forward-looking statements within the meaning of the
Reform Act. See "Special Note Regarding Forward-Looking Statements."

GENERAL

The Company is a rapidly growing superstore retailer of men's apparel and
accessories. Since October 1995, the Company has opened 21 stores, increasing
its store base by more than 260% to 29 locations. The 21 stores included two
stores each in the Boston; Philadelphia; Long Island; Houston and Washington,
D.C. areas and stores in Atlanta; Baltimore; Cleveland; Los Angeles;
Minneapolis; Seattle; Dallas/Ft. Worth; Charlotte; Kansas City, Kansas;
Fairfield, New Jersey and Columbus, Ohio. The Company currently intends to
open six more stores in fiscal year 1998, for a total of 10 new stores for the
fiscal year.

The Company has experienced a 47% compounded annual growth rate in net sales
since 1991, with comparable store sales increases every year since inception.
Management believes that a significant portion of the Company's comparable
store sales increases are due to word-of-mouth publicity provided by its
customers, which is supported by local advertising. The following table sets
forth certain operating statistics for the Company since fiscal 1991 (dollars
in thousands):

<TABLE>
<CAPTION>
FISCAL YEAR
--------------------------------------------------------------------
1991 1992 1993 1994 1995 1996 1997
------- ------- ------- ------- ------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Net sales............... $16,568 $29,712 $37,081 $49,801 $60,027 $88,104 $112,795
Comparable store sales
increase............... 53.3% 37.1% 7.9%(1) 17.2% 11.9% 12.4%(2) 13.0%(3)
Number of stores at end
of period.............. 4 5 7 9 11 17 25
</TABLE>
- --------
(1) In fiscal 1993, the Company opened a second store in Atlanta, which had
the effect of reducing comparable store sales growth at K&G's original
Atlanta store.
(2) Fiscal 1996 comparable store sales increase is calculated on the first 52
weeks in fiscal 1996 compared to the 52 weeks in fiscal 1995. Fiscal 1996
was a 53-week period, and comparable store sales based on the 53 weeks of
fiscal 1996 compared to the 52 weeks of 1995 were 14.4%.
(3) Fiscal 1997 comparable store sales increase is calculated using the
comparable 52-week period of fiscal 1997 and 1996. Fiscal 1997 was a 52-
week period, and comparable store sales based on the 52 weeks of fiscal
1997 compared to the 53 weeks of fiscal 1996 were 12.0%.

As the Company expands, it will continue its strategy of offering everyday
low prices, which results in the Company having a lower gross margin and a
higher inventory turnover than many of its competitors. K&G also plans to
maintain its position as a low-cost provider of men's apparel through
continued control of store and corporate expenses. The Company intends to open
10 new stores in fiscal 1998, and 10 to 12 new stores in fiscal 1999. Given
the Company's expansion, the Company's store base will include a relatively
high proportion of younger stores, which have yet to reach maturity. The
Company's more mature stores historically have produced higher sales per
square foot and higher operating margins than its younger stores. K&G's
planned expansion is expected to produce a decrease in the Company's overall
sales per square foot. Increases in the level of advertising and pre-opening
expenses associated with the opening of new stores may also contribute to a
decrease in the Company's operating margins. Finally, opening new stores in
existing markets may also reduce sales of existing stores in those markets.

15
<PAGE>

RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated, statement of
operations data expressed as a percentage of net sales:

<TABLE>
<CAPTION>
FISCAL YEAR THREE MONTHS ENDED
------------------- ------------------
MAY 4, MAY 3,
1995 1996 1997 1997 1998
----- ----- ----- --------- ---------
<S> <C> <C> <C> <C> <C>
Net sales......................... 100.0% 100.0% 100.0% 100.0% 100.0%
Cost of sales, including occupancy
costs............................ 76.0 76.4 76.7 77.0 77.3
----- ----- ----- --------- ---------
Gross profit...................... 24.0 23.6 23.3 23.0 22.7
Selling, general and
administrative expenses.......... 15.5 15.6 14.8 16.0 16.3
----- ----- ----- --------- ---------
Operating income.................. 8.5 8.0 8.5 7.0 6.4
Other income (expense):
Interest expense................ (0.1) (0.1) -- -- --
Other income, net............... 0.4 0.8 1.0 1.2 1.0
----- ----- ----- --------- ---------
Income before income taxes and
minority interest in earnings of
affiliates....................... 8.8 8.7 9.5 8.2 7.4
Provision for income taxes........ 3.4 3.4 3.7 3.2 2.9
----- ----- ----- --------- ---------
Income before minority interest in
earnings of affiliates........... 5.4 5.3 5.8 5.0 4.5
Minority interest in earnings of
affiliates....................... (0.1) (0.1) (0.1) (0.2) (0.1)
----- ----- ----- --------- ---------
Net income........................ 5.3% 5.2% 5.7% 4.8% 4.4%
===== ===== ===== ========= =========
</TABLE>

THREE MONTHS ENDED MAY 3, 1998 AND MAY 4, 1997

Net sales of $30.3 million for the three months ended May 3, 1998 represent
an increase of $6.6 million or 27.7% over net sales of $23.7 million for the
three months ended May 4, 1997. On a comparable store basis, net sales
increased 8.8% for the three months ended May 3, 1998, compared to 11.9% for
the three months ended May 4, 1997. The increase in net sales is a result of
the Company's strong comparable stores sales and the opening of three new
stores during the three months ended May 3, 1998 and store openings that
occurred in fiscal 1997. One of the new stores was opened in Philadelphia in
March 1998 and the other two stores were opened in Houston in April 1998.

Gross profit increased $1.4 million or 26.2% to $6.9 million for the three
months ended May 3, 1998. Gross profit as a percentage of sales decreased to
22.7% for the three months ended May 3, 1998 from 23.0% for the three months
ended May 4, 1997. The decrease in gross profit, as a percentage of net sales,
is mainly due to the Company's new stores having higher occupancy costs as a
percentage of net sales.

Selling, general and administrative expenses increased $1.1 million or 30.2%
to $4.9 million for the three months ended May 3, 1998. Selling, general and
administrative expenses as a percentage of net sales increased to 16.3% for
the three months ended May 3, 1998 from 16.0% for the three months ended May
4, 1997. The increase in selling, general and administrative as a percentage
of net sales is due to increased advertising cost as a percentage of net sales
due to new store openings partially offset by a decrease in payroll cost as a
percentage of net sales. In addition, store opening costs were higher as a
percentage of net sales as the Company opened three stores in the three months
ended May 3, 1998 compared to two stores in the three months ended May 4,
1997. Store opening costs are expensed in the quarter in which the store is
opened.

Operating income increased to $1.9 million for the three months ended May 3,
1998 compared to $1.7 for the three months ended May 4, 1997. Operating income
as a percentage of net sales decreased to 6.4% for the three months ended May
3, 1998 from 7.0% for the three months ended May 4, 1997.

The factors discussed above resulted in an increase in net income to $1.3
million for the three months ended May 3, 1998 from $1.1 million for the three
months ended May 4, 1997.

16
<PAGE>

FISCAL 1997 COMPARED TO FISCAL 1996

Net sales of $112.8 million in fiscal 1997 represents an increase of $24.7
million, or 28.0%, over net sales of $88.1 million in fiscal 1996. On a
comparable store basis, (computed using the comparable 52-week periods of
fiscal years 1997 and 1996) sales increased 13.0% for fiscal 1997, compared to
12.4% for fiscal 1996. Fiscal year 1997 was a 52-week period and fiscal year
1996 was a 53-week period. The increase in sales is the result of the
Company's strong comparable store sales, and the opening of eight new stores
during fiscal 1997, partially offset by the 53rd-week of sales included in
1996. In fiscal 1997, the Company opened stores in five new markets:
Charlotte, North Carolina; Minneapolis, Minnesota; Cleveland, Ohio; Seattle,
Washington; and Cherry Hill, New Jersey, a suburb of metropolitan
Philadelphia. The Company added three other stores in existing markets:
Fairfield, New Jersey; the Northern New Jersey market; Arlington, Texas; the
Dallas/Ft. Worth market and Queens, New York, the Long Island, New York
market.

Gross profit increased $5.5 million, or 26.6%, to $26.3 million in fiscal
1997. Gross profit as a percentage of sales decreased to 23.3% in fiscal 1997
from 23.6% in fiscal 1996. The decrease in gross margin as a percentage of
sales is primarily due to the Company's new stores having a higher occupancy
cost as a percentage of sales and a lower initial gross margin.

Selling, general and administrative expenses increased $2.9 million or
21.3%, to $16.7 million in fiscal 1997. Selling, general and administrative
expenses as a percentage of sales decreased to 14.8% in fiscal 1997 from 15.6%
in fiscal 1996. The decrease in selling, general and administrative expenses
as a percentage of sales is attributable to lower levels of advertising and
payroll as a percentage of sales.

Operating income increased to $9.6 million in fiscal 1997 compared to $7.0
million in fiscal 1996, a 37.1% increase. Operating income as a percentage if
sales increased to 8.5% in fiscal 1997 from 8.0% in fiscal 1996.

Other income, net was $1.2 million in fiscal year 1997 compared to $735,000
in fiscal 1996. The increase was due to a higher level of cash investments
during fiscal 1997 due to a higher level of yearly average cash balances.

The factors discussed above resulted in an increase in net income of $1.8
million, or 39.3%, to $6.4 million for fiscal 1997, from $4.6 million in
fiscal 1996. Net income as a percentage of sales equaled 5.7% in fiscal 1997,
compared to 5.2% in fiscal 1996.

FISCAL 1996 COMPARED TO FISCAL 1995

Net sales of $88.1 million in fiscal 1996 represented an increase of $28.1
million, or 46.8%, over net sales of $60.0 million in fiscal 1995. On a
comparable store basis, sales increased 12.4% for fiscal 1996, compared to
11.9% for fiscal 1995. Fiscal 1996 was a 53-week period compared to fiscal
1995, which was a 52-week period. The increase in net sales is a result of the
comparable store growth and the opening of six new stores during fiscal 1996.
In March 1996, the Company opened a third store in Atlanta, Georgia and stores
in Baltimore, Maryland and Long Island, New York. In September 1996, two
stores were opened in the Washington, D.C. area, and the sixth new store of
the year was opened in Columbus, Ohio in November 1996. In addition, in
February 1996, the Company moved its first store in Atlanta across the street
from its original location, thereby expanding its selling square footage from
the original store by approximately 30%.

Gross profit increased $6.3 million, or 43.8%, to $20.8 million in fiscal
1996. Gross profit as a percentage of sales decreased to 23.6% in fiscal 1996
from 24.0% in fiscal 1995. The decrease in gross margin is due to the new
stores having a higher occupancy cost as a percentage of sales, and the
Company lowering its mark-up on specific goods in order to lower the selling
prices and enhance its competitive position.

Selling, general and administrative expenses increased $4.5 million, or
48.0%, to $13.8 million in fiscal 1996. Selling, general and administrative
expenses as a percentage of net sales increased to 15.6% in fiscal 1996 from
15.5% in fiscal 1995. Advertising expenditures for the Company increased to
$3.5 million for fiscal 1996, or 3.9% of net sales, from $2.0 million for
fiscal 1995, or 3.3% of net sales. The increased advertising costs were offset
by declining payroll costs as a percentage of sales and declining store
operating costs as a percentage of sales.

17
<PAGE>

Operating income increased to $7.0 million in fiscal 1996 compared to $5.1
million in fiscal 1995. Operating income as a percentage of net sales
decreased to 8.0% in fiscal 1996 from 8.5% in fiscal 1995.

Other income, net was $735,000 in fiscal 1996 compared to $220,000 in fiscal
1995. The increase was due to a higher level of cash investments during fiscal
1996 due to higher cash balances from the proceeds of the Company's equity
offerings.

The factors discussed above resulted in net income applicable to Common
Stock of $4.6 million in fiscal 1996 compared to $3.2 million in fiscal 1995,
a 43.9% increase.

QUARTERLY RESULTS, SEASONALITY AND INFLATION

The Company's business is seasonal in nature with the fourth quarter, which
includes the holiday selling season, accounting for the largest percentage of
the Company's net sales volume and operating profitability in any given year.
During fiscal 1997, the fourth quarter accounted for approximately 35% of the
Company's net sales and approximately 49% of the Company's operating income.
Because of the seasonality of the Company's business, results for any quarter
are not necessarily indicative of the results that may be achieved for the
full year. In addition, quarterly results of operations are affected by the
timing and amount of sales and costs associated with the opening of new
stores.

The following table sets forth certain items in the Company's consolidated
statements of operations for each of the last twelve quarters. In the opinion
of management, the unaudited financial statements from which these data have
been derived include all adjustments (consisting only of normal recurring
adjustments) necessary for a fair presentation of the information set forth
therein (dollars in thousands).

<TABLE>
<CAPTION>
MAY 3,
1998
-------
<S> <C>
FISCAL 1998:
Net Sales.......................... $30,309
Gross Profit....................... 6,881
Operating Income................... 1,944
Net Income......................... 1,322
<CAPTION>
MAY 4, AUGUST 3, NOVEMBER 2, FEBRUARY 1,
1997 1997 1997 1998
------- --------- ----------- -----------
<S> <C> <C> <C> <C>
FISCAL 1997:
Net Sales.......................... $23,742 $23,542 $25,981 $39,530
Gross Profit....................... 5,452 5,337 5,929 9,564
Operating Income................... 1,660 1,553 1,726 4,668
Net Income......................... 1,146 1,086 1,167 2,984
</TABLE>

<TABLE>
<CAPTION>
APRIL 28, JULY 28, OCTOBER 27, FEBRUARY 2,
1996 1996 1996 1997
--------- -------- ----------- -----------
<S> <C> <C> <C> <C>
FISCAL 1996:
Net Sales......................... $17,528 $18,217 $19,723 $32,636
Gross Profit...................... 4,123 4,153 4,604 7,880
Operating Income.................. 1,120 1,052 1,322 3,514
Net Income........................ 769 720 869 2,226
</TABLE>

<TABLE>
<CAPTION>
APRIL 30, JULY 30, OCTOBER 29, JANUARY 28,
1995 1995 1995 1996
--------- -------- ----------- -----------
<S> <C> <C> <C> <C>
FISCAL 1995:
Net Sales......................... $12,437 $12,666 $12,717 $22,207
Gross Profit...................... 3,012 2,919 3,077 5,425
Operating Income.................. 1,125 789 990 2,234
Net Income........................ 695 494 631 1,366
</TABLE>

18
<PAGE>

Inflation can affect the costs incurred by the Company in the purchase of
its merchandise, the leasing of its stores and certain components of its
selling, general and administrative expenses. To date, inflation has not
adversely affected the Company's business, although there can be no assurance
that inflation will not have a material adverse effect in the future.

LIQUIDITY AND CAPITAL RESOURCES

The Company has historically funded its working capital and capital
expenditure requirements from proceeds from the sale of equity securities, net
cash provided by operating activities and through borrowings from related
parties and under its bank credit facilities. The Company had working capital
of $7.8 million, $29.3 million, $35.0 million and $36.2 million at the end of
fiscal 1995, 1996, 1997 and at May 3, 1998, respectively. The principal use of
working capital is to purchase inventory. The Company had $19.1 million in
cash and marketable securities as of May 3, 1998.

The Company's capital expenditures totaled $885,000, $1,128,000, $1,261,000
and $1,180,000 in fiscal 1995, fiscal 1996, fiscal 1997, and for the three
months ended May 3, 1998, respectively. These capital expenditures were
primarily used to open new stores and upgrade the Company's management
information systems. In fiscal 1994, the Company incurred indebtedness of
$560,000 to certain parties in connection with the opening of new stores. Most
of this indebtedness was incurred in the first nine months of fiscal 1994. As
ofMay 3, 1998, $205,000 of this amount remained outstanding.

The Company currently has a bank credit facility, which expires June 30,
2000, and permits borrowings of up to $5.0 million. The interest rate on this
facility is the prime rate less 1% or LIBOR plus 1.5% per annum, at the option
of the Company. As of May 3, 1998, K&G had no debt outstanding on this
facility.

In May 1995, the Company raised gross proceeds of $6.5 million through the
sale of Redeemable Common Stock, Series B, primarily to institutional
investors. The Redeemable Common Stock, Series B, had a 5% annual dividend and
automatically converted into Common Stock on a one-for-one basis upon
consummation of the Company's initial public offering. The proceeds of this
transaction were used to redeem shares of Common Stock, Series A, from K&G's
existing shareholders.

The Company's primary capital requirements are for the opening of new
stores. The Company estimates that the total cash required to open a 15,000 to
20,000 square foot prototype store, including inventory, store fixtures and
equipment, leasehold improvements, other net working capital and pre-opening
costs (primarily stocking and training), typically ranges from $625,000 to
$900,000 depending on landlord assistance and vendor financing. The Company
intends to open 10 new stores in fiscal 1998 and 10 to 12 new stores in fiscal
1999. In addition, the Company will spend approximately $1.5 million on its
point-of-sale and management information systems over the next year. The
Company believes that the proceeds from its securities offerings, internally
generated funds, existing cash balances and its bank credit facility will be
adequate to fund its anticipated needs for the foreseeable future.

19
<PAGE>

BUSINESS

OVERVIEW

The Company is a rapidly growing superstore retailer of men's apparel and
accessories. K&G's stores offer first-quality, current-season men's apparel
and accessories comparable in quality to that of traditional department and
fine specialty stores, at everyday low prices 30% to 70% below retail prices
typically charged by such stores. The Company's merchandising strategy
emphasizes broad and deep assortments across all major menswear categories,
including tailored clothing, casual sportswear, dress furnishings, footwear
and accessories. This dominant merchandise selection, which includes brand
name as well as private label merchandise, positions the Company to attract a
wide range of menswear customers in each of its markets. In addition, the
Company's philosophy of delivering everyday value distinguishes K&G from other
retailers that adopt a more promotional pricing strategy.

The Company's stores are operated under the tradenames K&G Men's Center, K&G
MenSmart, T&C Men's Center, T&C MenSmart and MenSmart.

BUSINESS STRATEGY

The Company believes that its success is the result of its ability to
deliver a unique value proposition to its customers. K&G creates this value by
providing a dominant selection of high quality merchandise at lower prices
than its competition in a one-stop shopping superstore designed for
convenience and ease of shopping. The Company executes its vision through the
following strategies:

20
<PAGE>

Dominant Selection of First-Quality Merchandise. K&G's abundant merchandise
offerings consist of all major categories of men's apparel, including business
attire (suits, sportscoats, blazers, dress pants, shirts and ties), casual
wear (slacks, shorts, polo-style shirts, sweaters and activewear), formal wear
(tuxedos and related furnishings), accessories (underwear, socks, belts,
luggage, gloves and scarves), outerwear and footwear. In each merchandise
category other than accessories, the Company strives to offer its customers a
dominant selection of "good-better-best" merchandise in all sizes, colors,
styles and fits to enable customers to make the price/quality decision that
best meets their needs. In addition, the Company's information systems enable
K&G to identify top selling items, capitalize on opportunistic buys and
respond to market trends, thereby ensuring current season, customer-oriented
merchandise.

Everyday Low Prices and Low Mark-Ups. K&G seeks to provide the customer with
value by offering quality merchandise at everyday low prices, which are
typically 30% to 70% below retail prices charged by traditional department and
fine specialty stores. This pricing strategy is designed to drive sales volume
and generate high inventory turnover (4.1x in fiscal 1997), and contrasts with
the pricing strategy of many department and specialty stores, which
significantly mark-up their merchandise and then mark down the merchandise to
give customers the perception of value. Typically, the competition's
promotional price still exceeds K&G's everyday low price. The Company
consistently seeks to obtain the lowest price from its vendors by establishing
partnerships, ordering large volumes and not requesting markdown allowances,
concessions, or merchandise returns (except for damaged goods). The
combination of the Company's vendor strategy and its low cost operation are
part of the formula that enables K&G to offer high quality merchandise at
prices lower than the competition.

Destination Superstores. K&G's stores are "destination" superstores located
primarily in low-rent, light industrial areas or secondary strip shopping
centers easily accessible from major highways and thoroughfares. The Company
seeks to make an immediate visual impact on customers entering its stores
through its presentation of a dominant selection of first-quality merchandise
sorted and clearly marked by category, size, style, color and fit. K&G
instills a sense of urgency for the customer to purchase by opening its stores
for business only on Friday, Saturday and Sunday, when men typically shop. The
Company believes that a high percentage of customers who come to K&G's stores
purchase merchandise during their visit.

GROWTH AND EXPANSION

In establishing new stores, the Company leases space in warehouses or strip
shopping centers. The Company estimates that the total cash required to open a
prototypical new store, including inventory, store fixtures and equipment,
leasehold improvements, other net working capital and pre-opening costs
(primarily stocking and training), typically ranges from $625,000 to $900,000
depending on store size, the required level of leasehold improvements,
landlord assistance and vendor financing. Over the past three fiscal years and
the first quarter of

21
<PAGE>

fiscal 1998, the Company has expended approximately $4.5 million in aggregate
capital expenditures for leasehold improvements, furniture, fixtures and
equipment (including in-store data processing equipment and software) for its
29 stores presently operating.

The following map sets forth the locations of the Company's 29 stores in June
1998:

[Map of United States displaying the Company's 29 stores.]

MERCHANDISING

Merchandise Categories. The Company's merchandise strategy targets value-
oriented customers who would typically shop at traditional department and fine
specialty stores. K&G's merchandise assortment features a "good-better-best"
selection in all categories of men's apparel, including business attire (suits,
sportcoats, blazers, dress pants, shirts and ties), casual wear (slacks,
shorts, polo-style shirts, sweaters and activewear), formal wear (tuxedos and
related furnishings), accessories (underwear, socks, belts, luggage, gloves and
scarves), outerwear and footwear. Branded merchandise is complemented by a
private label program, which enhances the Company's presentation of current
trends and provides key items in a wide variety of sizes, colors, styles and
fits. In addition, the Company tailors its merchandise mix to reflect regional
factors such as weather and fashion preferences. Although low prices are an
important element of the Company's strategy, management believes that K&G
differentiates itself from typical off-price retailers by offering a higher
percentage of current-season merchandise similar to that carried by traditional
department and fine specialty stores. The breadth and depth of assortments of
this merchandise offered by K&G also distinguishes the Company from off-price
competitors. The Company occasionally offers focused assortments of close-out
goods, but does not offer factory seconds or irregular merchandise.

22
<PAGE>

K&G stores stock approximately 18,000 different stockkeeping units ("SKUs")
in the following categories: tailored clothing, casual sportswear, dress
furnishings and footwear and accessories. The Company's success depends in
part on its ability to anticipate and respond to changing merchandise trends
and consumer demands in a timely manner. Accordingly, any failure by the
Company to identify and respond to emerging trends could adversely affect
consumer acceptance of K&G's merchandise, which in turn could adversely affect
the Company's results of operations. The following reflects the percentage of
the Company's net sales by major merchandise category for the periods
indicated:

<TABLE>
<CAPTION>
FISCAL 1995 FISCAL 1996 FISCAL 1997
----------- ----------- -----------
<S> <C> <C> <C>
Tailored clothing........................ 42.6% 43.1% 42.5%
Casual sportswear........................ 29.2 28.3 27.2
Dress furnishings........................ 17.0 16.0 16.3
Footwear and accessories................. 11.2 12.6 14.0
</TABLE>

Tailored clothing, the Company's largest category as a percentage of net
sales, consists of in-depth presentations of suits, sportcoats and dress
slacks. K&G maintains up to 9,300 suits per store. Recognizing the trend
toward casual dressing in the workplace, K&G entered the casual sportswear
business in 1991, and now carries a broad selection of mostly branded
sportswear in its stores. In addition, the Company's footwear department has
been increasing as a percentage of net sales over the past three years.

Pricing. K&G's pricing strategy is to enhance customer value by offering
everyday low prices (typically 30% to 70% below retail prices charged by
traditional department and fine specialty stores) achieved by minimizing the
mark-up added to its merchandise. This pricing strategy is designed to drive
sales volume and generate high inventory turnover, and contrasts distinctly
with the pricing strategies of department and specialty stores. These stores
typically add a substantial mark-up to their merchandise when it first appears
on the selling floor, and then later sell the goods at a promotional price
that still typically exceeds K&G's everyday low price. K&G affixes a ticket to
each item that lists the suggested retail price of the item and then lists the
Company's everyday low price. For example, the Company's suits are typically
priced between $99.90 and $179.90 and have comparable suggested retail prices
between $300.00 and $500.00. Most of the suits sold by the Company are 100%
wool fabric. K&G sells 100% silk ties for $7.90 and 100% cotton button-down
pinpoint oxford dress shirts for $19.90. The Company's other merchandise
categories exhibit similar values. For example, the Company's long-sleeve
casual shirts are typically priced between $14.90 and $29.90 and have
comparable suggested retail prices between $30.00 and $60.00.

Merchandise Presentation. Each element of store layout and merchandise
presentation is designed to reinforce K&G's merchandising strategy, which is
to provide unparalleled selection and assortment in each category. For
example, the visual centerpiece of each store is the "Miracle Mile," a length-
of-the-store center aisle in two to three rows consisting of a series of
tables of value-priced casual wear. K&G stocks the Miracle Mile with abundant
quantities of high-quality casual attire, most of which is branded. Management
believes that its suit presentation, combined with the Miracle Mile,
graphically illustrates, from the moment a customer enters the store, the
quality, value and depth of selection of the Company's merchandise. In
addition, the Company seeks to make its stores "customer-friendly" by
utilizing store signage and merchandise groupings in a manner that facilitates
the customer's selection of merchandise.

THE K&G SUPERSTORE

Warehouse Format. The K&G superstore is designed to project a no-frills,
value-oriented, warehouse atmosphere. K&G groups its merchandise by menswear
categories and in each category by size, color, style and fit to facilitate
ease of identification by the customer. The Company typically occupies
existing warehouse space requiring minimal leasehold improvements and
fixtures, thereby allowing each store to have its own look and feel. K&G's
prototypical superstore is approximately 15,000 to 20,000 gross square feet
with fitting rooms and convenient check-out, customer service and tailoring
areas. K&G's stores are organized to convey the impression of a dominant
assortment of first-quality merchandise at significant savings. The Company
seeks to create excitement in its stores through store layout and the
continuous flow of new merchandise.

23
<PAGE>

Site Selection. In determining where to open stores, the Company evaluates
potential rental obligations, site visibility and access, parking
availability, building specifications, detailed demographic information
(including among other factors, data relating to income and education levels,
age and occupation), existing and potential competitors and the number of K&G
stores that the market can support.

Store Operations. All of the functions that are central to the Company's
operating strategy, including purchasing, pricing, store layout and
advertising, are controlled from corporate headquarters rather than at the
individual store level. The Vice President of Store Operations, three regional
managers and the individual store managers are responsible for managing the
stores' operations. K&G intends to hire additional regional managers as it
increases its number of stores. Store managers are responsible for receiving
and stocking store merchandise according to corporate guidelines and for
hiring and supervising store employees. Store managers currently participate
in an incentive-based compensation program based on individual store
performance.

Each store manager is responsible for training store employees. The store is
typically staffed with a store manager, assistant manager, receiving manager
and other employees who serve as customer service, suit sales personnel,
folders (individuals who straighten the store merchandise) and cashiers.

Weekend-Only Hours. K&G stores generally are open on Fridays, Saturdays and
Sundays only (typically for a total of 24 hours each week), except for a
limited number of Monday holidays and an expanded schedule for the holiday
season when the store is open every day. To date, the Company has not
experienced any material changes in its distribution or personnel arrangements
as a result of the expansion of its stores' hours during the holiday season.
The weekend-only format reduces overhead and personnel costs and enhances
inventory turns by allowing vendors to drop-ship most merchandise directly to
the Company's stores, enabling the Company to replenish its inventory more
rapidly and efficiently.

PURCHASING AND DISTRIBUTION

K&G purchases merchandise from approximately 250 vendors. The Company enjoys
long-standing working relationships with many of these vendors, creating a
continuity of buying opportunities for first-quality, current-season
merchandise. To foster these relationships and buying opportunities, K&G does
not request markdown allowances, avoids merchandise returns (except for
damaged or non-conforming goods) and buys in large volumes. The Company does
not have long-term or exclusive contracts with any of its vendors. A
disruption of vendor relationships could adversely affect the Company's
business. Although management believes that the Company's relations with its
vendors currently are satisfactory and that the Company currently has adequate
sources of brand name and private label merchandise, there can be no assurance
that the Company will be able to acquire such merchandise in the future. In
fiscal 1997, no more than 9.95% of K&G's purchases were from any single
vendor. The Company has recently initiated a direct sourcing program to
purchase portions of its tailored clothing directly from manufacturers located
in foreign countries.

The Company utilizes several purchasing strategies to provide its customers
with a consistent selection of first-quality, current-season men's apparel at
value prices. K&G typically commits to purchase only a portion of its
merchandise in advance of the selling season, unlike traditional department
and fine specialty stores, which typically purchase substantially all of their
merchandise in advance. This allows the Company to take advantage of in-season
buying opportunities and react more quickly to customer buying trends,
although as the Company's store base grows, the percentage of opportunistic,
in-season purchases made by the Company may decrease. The Company's management
information systems enable it to order merchandise on a store-by-store basis,
reinforcing its buying staff's ability to respond quickly to customer buying
trends by re-stocking better selling items and clearing out, through
markdowns, those items not meeting predetermined sales goals. Finally, the
buying staff receives store and SKU sales information on the Monday
immediately following each weekend selling period, further facilitating quick
response to sales trends. Approximately 25% of the Company's merchandise
purchases are currently ordered through an automatic replenishment system that
utilizes model stock levels by store for certain basic categories.

24
<PAGE>

The Company's buying staff is headed by the General Merchandising Manager,
who is supported by the President and four buyers. The buying staff consists
of individuals with an average of more than 20 years of retail buying
experience.

The Company does not utilize a distribution center, but rather requires its
vendors to drop-ship most merchandise directly to each store. This system
eliminates the time and expense of handling merchandise twice, enhances the
timeliness of the Company's merchandise offerings, reduces corporate overhead
and assists the Company in generating high inventory turns.

CUSTOMER SERVICE

The Company has designed its stores to allow customers to select and
purchase apparel by themselves. For example, each merchandise category is
clearly marked and organized by size and color, and the Company's suits are
specially tagged "Double-Breasted," "Three Button," "Athletic Fit," etc., as a
means of further assisting customers to easily select their styles and fits.
The Company's employees assist customers with merchandise selection, including
correct sizing. K&G also is willing to exchange merchandise or give refunds
for unaltered merchandise.

The Company regularly surveys its customers to determine their concerns and
acts in response to such surveys to improve store operations and customer
service. Through effective use of the Company's state-of-the-art management
information systems, which management utilizes to analyze sales and
merchandise trends, the Company seeks to enhance customer service by having
stores well-stocked with the best-selling merchandise each time the customer
visits. Every store has an on-premises alterations area. Certain alterations,
such as pant cuffs, can be completed on an as-you-wait basis. Other
alterations are typically finished in one week.

ADVERTISING

The Company's annual advertising expenditures are relatively low compared to
other major retailers. Advertising expenditures were $2.0 million, $3.5
million and $4.2 million in fiscal 1995, fiscal 1996 and fiscal 1997, or 3.3%,
3.9% and 3.8% of net sales, respectively. K&G allocates the majority of its
advertising budget to newspaper and radio advertising. The Company recently
utilized television advertising for its Houston and Charlotte openings and
intends to utilize television in more of its store openings. The Company
typically advertises heavily in a new store market during its first year of
operation in that market. While the Company does not advertise the brand names
of the men's apparel that it sells, its advertisements feature the "fabric
integrity" of its merchandise, the quantities of merchandise available in
various categories and the price points for K&G's merchandise as compared to
the suggested retail price. These advertisements are designed to ensure that
K&G's customers recognize the quality, broad selection and everyday low prices
of the Company's merchandise.

Management believes that the Company enjoys substantial word-of-mouth
publicity from its existing customer base, and the Company believes that such
publicity is an integral component of the Company's ability to attract new
customers in markets where the Company has existing stores.

MANAGEMENT INFORMATION SYSTEMS

The Company's merchandising, financial reporting and in-store activities are
currently supported by fully-integrated, point-of-sale inventory and
management information systems. These systems rely on a client-server network
which includes a cluster of IBM RS 6000 and Compaq database and application
servers. These systems allow management to monitor inventory and store
operations on a daily basis. The inventory management system is capable of
reporting product information, such as style, fabric, vendor lot, model
number, size and color. All merchandise is bar-coded and scanned at the point-
of-sale, and the Company utilizes scanners at the receiving level to enhance
its ability to purchase, track and receive merchandise.

25
<PAGE>

the only application that will require significant modification in order to be
Year 2000 ready. The Company has developed a plan to replace its current
registers with a new PC-based register system. The cost to purchase and
implement these systems is estimated to total approximately $1.5 million.
These registers are scheduled to be fully implemented and operational at all
store locations prior to December 31, 1999. Management does not believe that
the cost to modify any of K&G's other systems to be Year 2000 ready will be
material to the Company's financial condition or results of operations.
However, the Company currently does not have any information concerning the
Year 2000 readiness of its suppliers or other third parties with which the
Company conducts business, and in the event that any of its significant
suppliers or other third parties with which the Company conducts business do
not successfully and timely achieve Year 2000 readiness, the Company's
business or operations could be adversely affected.

PROPERTIES

The Company currently leases all of its store locations. Management believes
that the Company's operating history and its ability to generate substantial
customer traffic give it significant leverage when negotiating lease terms.
Most of the Company's leases provide for fixed rents, subject to periodic
adjustments. Although K&G has not purchased any real estate to date, it may
explore purchasing the real estate of established stores in the future.

The Company's stores average 17,543 gross square feet and range in size from
12,000 to 30,000 gross square feet. The Company's prototype store is a 15,000
to 20,000 square feet prototype store. Store leases typically have terms to
maturity of five to ten years.

The Company leases approximately 100,000 gross square feet of space at its
corporate headquarters in Atlanta, which includes one of its Atlanta stores,
executive offices and warehouse space.

COMPETITION

The market for menswear is highly fragmented and competitive. The Company
faces intense competition for customers and for access to quality merchandise
from traditional department stores, fine specialty stores and off-price retail
chains, including other retailers that have developed their own menswear
superstore formats. The expansion of the Company's business has brought it
into more direct competition with other superstore or three-day men's
retailers. Many of these competitors are national or regional chains that have
substantially greater resources than the Company.

The principal competitive factors in the retail apparel industry are
merchandise assortment, presentation and quality, price, value, customer
service, relationships with vendors and store location. Management believes
that the Company is well-positioned to compete on the basis of each of these
factors.

EMPLOYEES

At February 1, 1998, the Company's work force consisted of approximately 172
full-time and 297 part-time employees. Employment levels vary during the year
and peak during the holiday selling season.

TRADEMARKS

The Company owns the federally registered trademark MenSmart. The Company's
stores are operated under the tradenames K&G Men's Center, K&G MenSmart, T&C
Men's Center, T&C MenSmart and MenSmart.

LEGAL PROCEEDINGS

The Company is not a party to any material pending litigation.

26
<PAGE>

MANAGEMENT

EXECUTIVE OFFICERS, DIRECTORS AND KEY EMPLOYEES

The executive officers and directors of the Company, as well as certain key
employees, and their ages as of May 30, 1998, are as follows:

<TABLE>
<CAPTION>
NAME AGE POSITION
- ---- --- --------
<S> <C> <C>
Stephen H. Greenspan..... 57 Chairman of the Board, President and Chief
Executive Officer
John C. Dancu............ 38 Chief Operating Officer, Chief Financial Officer
and Director
Martin Schwartz.......... 56 Senior Vice President and General Merchandising
Manager
George ("Skip") H.
Briggs(1)............... 49 Vice President of Store Operations
R. Scott Saban........... 32 Vice President of Management Information Systems
and Store Construction
Phyllis Slutzky(1)....... 52 Vice President of Marketing
Bradley M. Bell(1)....... 31 Corporate Controller
Donald W. Burton......... 54 Director
James W. Inglis.......... 54 Director
Campbell B. Lanier, III.. 47 Director
W. Paul Ruben............ 57 Director and Secretary
</TABLE>
- --------
(1) Each of these persons is a significant employee, but not an executive
officer, of the Company.

STEPHEN H. GREENSPAN founded the Company in December 1989, and has served as
its Chairman of the Board, President and Chief Executive Officer since the
Company's incorporation. He has more than 30 years of experience in the
apparel industry. In addition to owning and operating K&G and other apparel
retailers, during his career as an entrepreneur in the apparel industry, Mr.
Greenspan has owned and operated companies that liquidated the remaining
merchandise of failing retail businesses, and he has also served as a
manufacturer's representative for various apparel lines.

JOHN C. DANCU has served as Chief Financial Officer of the Company since
March 1995. Effective March 1997, he became the Company's Chief Operating
Officer and a Director of the Company. Prior to joining the Company, from May
1986 to March 1995, Mr. Dancu was an investment banker in the corporate
finance department of The Robinson-Humphrey Company, Inc., ultimately serving
as a First Vice President. In this capacity, Mr. Dancu was involved in
numerous public and private financings and merger and acquisition transactions
involving companies in the retail industry.

MARTIN SCHWARTZ has served as K&G's General Merchandising Manager since he
joined the Company in February 1991. Effective January 1996, he assumed the
additional title of Senior Vice President. Prior to joining the Company, from
October 1986 to January 1991, Mr. Schwartz served as Senior Vice President,
General Merchandising Manager--Merchandising and Marketing for a division of
Woolworth & Co., and from May 1984 to September 1986, he served as Vice
President and General Merchandise Manager for the menswear and children's
departments of Montgomery Ward. Mr. Schwartz has over 30 years of experience
in the retail industry, and has also served in various merchandising
capacities with Dayton Hudson, Macy's, Federated and Rich's.

GEORGE ("SKIP") H. BRIGGS has served as K&G's Vice President of Store
Operations since he joined the Company in March 1998. Prior to joining the
Company, from May 1995 to March 1998, Mr. Briggs served as a Management
Consultant for The Strategic Initiatives Group and KMR Management, Inc. From
1993 to 1995, he served as a Vice President and later as Senior Vice President
Store Operations for Jos. A. Bank Clothiers. From 1979 to 1993 Mr. Briggs was
President/CEO of G. Briggs, a chain of men's and women's off-price apparel
stores. Mr. Briggs has 29 years of retail experience in merchandising,
marketing and operations capacities.

27
<PAGE>

R. SCOTT SABAN assumed the title and responsibilities of Vice President of
Management Information Systems and Store Construction in April 1998. Prior to
this, he served as the Company's Vice President, Operations and Information
Systems from January 1995 to April 1998. Prior to January 1995, Mr. Saban
served as the Company's Management Information Systems Director and as an
Assistant Store Manager. Mr. Saban is the son-in-law of Mr. Greenspan.

PHYLLIS SLUTZKY has served as K&G's Vice President of Marketing since
joining the Company in May 1997. Prior to joining the Company, from 1990 to
1997, she served as Senior Manager, Advertising & Marketing for Uptons. From
1980 to 1997, Ms. Slutzky served as Corporate Vice President of Sales
Promotions, Fashion and Publicity for D.H. Holmes, a chain of full line
department stores.

BRADLEY M. BELL has served as K&G's Corporate Controller since joining the
Company in April 1996. Prior to joining the Company, from 1995 to 1996, he
served as Director of Accounting for Turner Home Entertainment, a division of
Turner Broadcasting Systems, Inc. From 1994 to 1995, Mr. Bell served as the
Assistant Controller for Petstuff, Inc., a pet supply retailer with 52
superstore locations. Mr. Bell began his professional career with Deloitte &
Touche, LLP in the firm's audit practice. In this capacity, Mr. Bell
specialized in the retail industry. Mr. Bell is also a certified public
accountant.

DONALD W. BURTON has been a director of the Company since August 1997. Since
1981, Mr. Burton has served as Chairman and Managing General Partner of South
Atlantic Venture Funds. Mr. Burton has been the general partner of The Burton
Partnership, Limited Partnership since January 1979. Mr. Burton serves on the
board of directors of ITCDeltaCom, Inc., which provides retail and wholesale
telecommunication services; KNOLOGY Holdings, Inc., a broadband communications
services company; Powertel, Inc., a personal communications services company;
MTL Inc., a tank truck carrier company; The Heritage Group of Mutual Funds and
several private companies. Mr. Burton also serves as a director of the
National Venture Capital Association. Prior to founding the South Atlantic
Venture Funds, Mr. Burton was a General Partner of Fidelity Ventures, Limited,
Boston, Massachusetts. See "Principal and Selling Shareholders."

JAMES W. INGLIS has been a director of the Company since March 1997. Mr.
Inglis is currently an independent business consultant. From 1996 to 1998, Mr.
Inglis served as the Chief Operating Officer, Senior Vice Present and a
director of The Maxim Group, a publicly-held retailer of floor coverings. From
1983 to 1996, Mr. Inglis served in various capacities with The Home Depot,
Inc., including most recently as its Executive Vice President of Strategic
Development and as a member of its board of directors.

CAMPBELL B. LANIER, III has served as a Director of the Company since May
1995. Mr. Lanier serves as Chairman of the Board and Chief Executive Officer
of ITC Holding Company, Inc. ("ITC Holding") and has served as a director of
ITC Holding (or its predecessor companies) since the company's inception in
1985. In addition, Mr. Lanier is an officer and director of several ITC
Holding subsidiaries. Mr. Lanier also is a director of Innotrac Corporation,
which provides customized, technology-based marketing support services;
Chairman of the Board and a director of ITCDeltaCom, Inc., which provides
retail and wholesale telecommunications services; a director of KNOLOGY
Holdings, Inc., a broadband communications services company; a director of
MindSpring Enterprises, Inc., an Internet access provider; a director of
National Vision Associates, Ltd., a full service optical retailer; and a
director of Powertel, Inc., a personal communications services company. Mr.
Lanier also is a special limited partner in the South Atlantic Venture Fund
II, Limited Partnership and South Atlantic Venture Fund III, Limited
Partnership, and he is a Managing Director of South Atlantic Private Equity
Fund IV, Limited Partnership. See "Principal and Selling Shareholders."

W. PAUL RUBEN has been a Director and Secretary of the Company since its
incorporation in June 1990. Mr. Ruben is primarily a private investor.

28
<PAGE>

PRINCIPAL AND SELLING SHAREHOLDERS

The following table sets forth certain information regarding the beneficial
ownership of the Common Stock of the Company as of May 3, 1998 (prior to this
offering), the number of shares being offered and the beneficial ownership of
the Common Stock of the Company upon consummation of the offering. The
information is provided with respect to (i) each person who is known by the
Company to own beneficially more than 5% of the outstanding shares of Common
Stock, (ii) each of the Selling Shareholders, (iii) each director of the
Company, (iv) each executive officer, and (v) all of the directors and
executive officers of the Company as a group (8 persons). Except as otherwise
indicated by footnote, the named person has sole voting and investment power
with respect to all shares of Common Stock shown as beneficially owned. An
asterisk indicates beneficial ownership of less than 1% of the Common Stock
outstanding.

<TABLE>
<CAPTION>
SHARES BENEFICIALLY SHARES BENEFICIALLY
OWNED PRIOR OWNED AFTER
TO OFFERING SHARES OFFERING
----------------------- BEING -----------------------
NAME NUMBER PERCENT OFFERED NUMBER PERCENT
- ---- ------------ ---------- --------- ------------ ----------
<S> <C> <C> <C> <C> <C>
SELLING SHAREHOLDERS
South Atlantic Venture
Fund III, Limited
Partnership(1)......... 914,737 9.0% 914,737 -- --
ITC Holding Company(2).. 98,655 * 50,000 48,655 *
Fowler Family Limited
Partnership(3)......... 75,000 * 25,000 50,000 *

EXECUTIVE OFFICERS AND
DIRECTORS
Stephen H.
Greenspan(3)(4)........ 1,681,162 16.6% 330,000 1,351,162 13.2%
W. Paul Ruben(3)(5)..... 897,005 8.8% 180,000 717,005 7.0%
Martin Schwartz(3)...... 313,401 3.1% 62,000 251,401 2.5%
John C. Dancu(6)........ 277,893 2.7% -- 277,893 2.7%
R. Scott Saban.......... 899 * -- 899 *
James W. Inglis......... 11,400 * -- 11,400 *
Campbell B. Lanier,
III(7)................. 98,655 * 50,000 48,655 *
Donald W. Burton(8)..... 962,362 9.5% 914,737 47,625 *
Directors and executive
officers as a group (8
persons)............... 3,988,404 39.2% 1,536,737 2,451,667 23.9%

OTHER SHAREHOLDERS
Northwestern Mutual Life
Insurance Company...... 851,100 8.4% -- 851,100 8.3%
</TABLE>
- --------
(1) The business address of South Atlantic Venture Fund III, Limited
Partnership ("South Atlantic") is 614 West Bay Street, Tampa, Florida
33606-2704.
(2) The business address of ITC Holding Company ("ITC") is 1239 OG Skinner
Drive, P.O. Box 510, West Point, Georgia 31833.
(3) The business address of the named selling shareholder is that of the
Company, 1225 Chattahoochee Avenue, N.W., Atlanta, Georgia 30318-9958.
(4) Includes 984,375 shares (9.7% of the amount outstanding prior to the
offering) owned of record by a partnership established for Mr. Greenspan's
family.
(5) Includes 763,590 shares (7.5% of the amount outstanding prior to the
offering) owned of record by a partnership established for Mr. Ruben's
family.
(6) Includes 23,520 shares owned directly by Mr. Dancu and 254,373 shares
subject to options held by him to purchase outstanding shares of Common
Stock. Mr. Dancu's options were granted to him by existing shareholders,
and relate to shares held by various shareholders, including shareholders
identified above.
(7) All of the indicated shares are owned of record by ITC, with which Mr.
Lanier is affiliated.
(8) Of the shares indicated, 914,737 are owned of record by South Atlantic,
with which Mr. Burton is affiliated, and 47,625 are owned of record by The
Burton Partnership, Limited Partnership, of which Mr. Burton is a general
partner.

29
<PAGE>

SHARES ELIGIBLE FOR FUTURE SALE

The Common Stock of the Company is quoted on the Nasdaq National Market
under the symbol "MENS." Sales of substantial amounts of shares in the public
market or their availability for sale could adversely affect prevailing market
prices of the Common Stock and make it more difficult for the Company to sell
equity securities in the future at a time and price which is deemed
appropriate.

Upon completion of this offering, the Company will have 10,230,683 shares of
Common Stock outstanding and 542,131 shares of Common Stock reserved for
issuance upon exercise of outstanding stock options. Of these shares, all of
the 1,650,000 shares sold in this offering (1,897,500 if the Underwriters'
over-allotment option is exercised in full) will be freely tradable without
restriction or further registration under the Securities Act, unless purchased
by an "affiliate" of the Company as such term is defined in Rule 144 described
below. Of the remaining 8,580,683 shares, 2,428,042 shares are held by persons
deemed "affiliates" of the Company as such term is defined in Rule 144. Such
shares held by affiliates may not be sold except in compliance with the
registration requirements of the Securities Act or pursuant to an exemption
from registration, such as the exemption provided by Rule 144 under the
Securities Act. Shares held by executive officers, directors and the Selling
Shareholders are subject to a lock-up agreement that does not permit their
resale prior to 90 days from the date of this Prospectus without the prior
consent of the Underwriters and thereafter may be sold subject to the
limitations of Rule 144.

In general, Rule 144 as currently in effect allows a shareholder (except
persons who may be deemed "affiliates" of the Company under Rule 144) who has
beneficially owned restricted shares for at least one year to sell a number of
shares within any three-month period that does not exceed the greater of (i)
1% of the then outstanding shares of Common Stock (102,307 shares after giving
effect to this offering) or (ii) the average weekly trading volume in the
Common Stock during the four calendar weeks immediately preceding such sale.
Sales under Rule 144 are also subject to certain requirements as to the manner
and notice of sale and the availability of public information about the
Company. A shareholder (or shareholder whose shares are aggregated) who is not
an "affiliate" of the Company at any time during the 90 days immediately
preceding a sale, and who has beneficially owned his shares for at least two
years (as computed under Rule 144), is entitled to sell shares under Rule 144
without regard to the volume and manner of sale limitations described above.
Shares properly sold in reliance upon Rule 144 to persons who are not
"affiliates" are thereafter freely tradable without restriction or
registration under the Securities Act. The Company is unable to predict the
effect that sales made under Rule 144, pursuant to future registration
statements or otherwise, may have on the then prevailing market price for the
shares of Common Stock. Nevertheless, sales of a substantial amount of Common
Stock in the public market, or a perception that such sales could occur, could
adversely affect market prices for the Common Stock.

30
<PAGE>

UNDERWRITING

The Underwriters named below have severally agreed, subject to the terms and
conditions set forth in the Underwriting Agreement, to purchase from the
Company and the Selling Shareholders the number of shares of Common Stock
indicated below opposite their respective names at the public offering price
less the underwriting discount set forth on the cover page of this Prospectus.
The Underwriting Agreement provides that the obligations of the Underwriters
are subject to certain conditions precedent and that the Underwriters are
committed to purchase all of the shares if they purchase any.

<TABLE>
<CAPTION>
NUMBER
UNDERWRITERS OF SHARES
------------ ---------
<S> <C>
NationsBanc Montgomery Securities LLC.............................
The Robinson-Humphrey Company, LLC................................
J.C. Bradford & Co. ..............................................
---------
Total........................................................... 1,650,000
=========
</TABLE>

The Underwriters have advised the Company and the Selling Shareholders that
the Underwriters propose initially to offer the Common Stock to the public on
the terms set forth on the cover page of this Prospectus. The underwriters may
allow to selected dealers a concession of not more than $ per share; and the
Underwriters may allow, and such dealers may reallow, a concession of not more
than $ per share to certain other dealers. After the public offering, the
offering price and other selling terms may be changed by the Underwriters. The
Common Stock is offered subject to receipt and acceptance by the Underwriters,
and to certain other conditions, including the right to reject orders in whole
or in part.

The Seller Shareholders have granted an option to the Underwriters,
exercisable during the 30-day period after the date of this Prospectus, to
purchase up to a maximum of 247,500 additional shares of Common Stock to cover
over-allotments, if any, at the same price per share as the initial shares to
be purchased by the Underwriters. To the extent that the Underwriters exercise
this option, the Underwriters will be committed, subject to certain
conditions, to purchase such additional shares in approximately the same
proportion as set forth in the above table. The Underwriters may purchase such
shares only to cover over-allotments made in connection with this offering.

The Underwriting Agreement provides that the Company and the Selling
Shareholders will indemnify the Underwriters against certain liabilities,
including civil liabilities under the Securities Act, or will contribute to
payments the Underwriters may be required to make in respect thereof.

All of the Selling Shareholders have agreed, subject to certain limited
exceptions, not to offer, sell or otherwise dispose, directly or indirectly,
of any shares of Common Stock of the Company for a period of 90 days after the
date of this Prospectus, without the prior written consent of NationsBanc
Montgomery Securities LLC, as representative of the Underwriters. The Company
has agreed not to offer, sell or otherwise dispose of, directly or indirectly,
any shares of Common Stock of the Company for a period of 90 days after the
date of this Prospectus, without the prior written consent of NationsBanc
Montgomery Securities LLC, as representative of the Underwriters, except that
the Company, without such consent, may grant options or issue Common Stock
upon exercise of new or outstanding options pursuant to the Company's existing
stock option plans.

Certain persons participating in this offering are permitted to engage in
certain transactions that stabilize the price of the Common Stock. Such
transactions consist of bids or purchases for the purpose of pegging, fixing
or maintaining the price of the Common Stock. If the Underwriters create a
short position in the Common Stock in connection with the offering, i.e., if
they sell more shares of Common Stock than are set forth on the cover page of
this Prospectus, the Underwriters may reduce that short position by purchasing
Common Stock in the open market. The Underwriters may also elect to reduce any
short position by exercising all or part of the over-allotment option
described above.

31
<PAGE>

In general, purchases of Common Stock for the purpose of stabilization or to
reduce a short position could cause the price of the Common Stock to be higher
than it might be in the absence of such purchases. Neither the Company nor any
of the Underwriters makes any representation or predictions as to the
direction or magnitude of any effect that the transactions described above may
have on the price of the Common Stock. In addition, neither the Company nor
any of the Underwriters makes any representation that the Underwriters will
engage in such transactions or that such transactions, once commenced, will
not be discontinued without notice.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements under the captions "Prospectus Summary," "Risk Factors,"
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," "Business" and certain other statements contained or incorporated
by reference in this Prospectus constitute "forward-looking statements" within
the meaning of the Reform Act. When used herein, the words "anticipates,"
"intends," "plans," "believes," "estimates," "expects" and similar expressions
are intended to identify forward-looking statements. Such forward-looking
statements involve known and unknown risks and uncertainties, and other
factors that may cause the actual results, performance or achievements of the
Company to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. Such
factors include, but are not limited to, (i) the youth of the Company's store
base; (ii) risks related to the Company's expansion strategy; (iii) potential
inability to sustain comparable store sales growth; (iv) merchandise and
market trends; (v) vendor relationships; (vi) reliance on key personnel and
(vii) the impact of economic conditions. Accordingly, any such statements are
qualified in their entirety by reference to, and are accompanied by, the
factors discussed throughout this Prospectus, and particularly those set forth
herein under "Risk Factors." The risk factors described herein could cause
actual results or outcomes to differ materially from those expressed in any
forward-looking statements of the Company made by or on behalf of the Company
and, therefore, investors should not place undue reliance on any such forward-
looking statements. Further, any forward-looking-statement speaks only as of
the date on which such statement is made, and the Company undertakes no
obligation to update any forward-looking statement or statements to reflect
events or circumstances after the date on which such statement is made or to
reflect the occurrence of unanticipated events. New factors emerge from time
to time, and it is not possible for management to predict all of such factors.
Further, management cannot assess the impact of each such factor on the
Company's business or the extent to which any factor, or combination of
factors, may cause actual results to differ materially from those contained in
any forward-looking statements.

LEGAL MATTERS

The validity of the shares of Common Stock offered hereby will be passed
upon for the Company and the Selling Shareholders by Hunton & Williams,
Atlanta, Georgia, and certain legal matters will be passed upon for the
Underwriters by Troutman Sanders LLP, Atlanta, Georgia.

EXPERTS

The consolidated financial statements of K&G Men's Center, Inc. as of and
for the years ended January 28, 1996, February 2, 1997 and February 1, 1998,
incorporated by reference in the Registration Statement have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
report with respect thereto, and are incorporated by reference in reliance
upon the authority of said firm as experts in giving said reports.

ADDITIONAL INFORMATION

The Company has filed a Registration Statement on Form S-3 under the
Securities Act with the Securities and Exchange Commission (the "Commission")
with respect to the shares offered by this Prospectus. This

32
<PAGE>

Prospectus does not contain all of the information set forth in the
Registration Statement and the exhibits and schedules thereto. Statements
contained herein concerning the provisions of any documents are not
necessarily complete and, in each instance, reference is made to the copy of
such documents filed as an exhibit to the Registration Statement, and each
such statement shall be deemed qualified in its entirety by such reference.

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports and other information with the Commission. A copy of
the reports and other information filed by the Company in accordance with
Exchange Act may be inspected without charge at the offices of the Commission
at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and will also be
available for inspection and copying at the regional offices of the Commission
located at 7 World Trade Center, Suite 1300, New York, New York, 10048, and at
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois,
60661-2511. Copies of such material may also be obtained from the Public
Records Section of the Commission, Washington, D.C. 20549, upon payment of the
fees prescribed by the Commission. The Commission maintains a Web site that
contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission with a Web
site address of http://www.sec.gov. Such reports, proxy statements and other
information concerning the Company are also available for inspection at the
offices of the Nasdaq National Market, Reports Section, 735 K Street, N.W.,
Washington, D.C. 20006.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by the Company with the Commission (Commission
File No. 0-27348) are incorporated herein by reference: (i) the Company's
Annual Report on Form 10-K for the year ended February 1, 1998, (ii) the
Company's Quarterly Report on Form 10-Q for the quarter ended May 3, 1998, and
(iii) the Company's Registration Statement on Form 8-A filed December 5, 1995,
registering the Company's Common Stock under Section 12(g) of the Exchange
Act. All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date
hereof and prior to the termination of the offering of the Common Stock
registered hereby shall be deemed to be incorporated by reference into this
Prospectus and to be a part hereof from the date of filing of such documents.
Any statements contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained
herein or in any other subsequently filed document which also is, or is deemed
to be, incorporated by reference herein modifies or supersedes such
statements. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom this Prospectus
is delivered, upon the written or oral request of such person, a copy of any
or all of the foregoing documents incorporated by reference into this
Prospectus (other than exhibits to such documents, unless such exhibits are
specifically incorporated by reference into such documents). Request for such
copies should be directed to Bradley M. Bell, Corporate Controller, at K&G
Men's Center, Inc., 1225 Chattahoochee Avenue, N.W., Atlanta, Georgia 30318,
(404) 351-7987.

33
<PAGE>

[COLLAGE OF REPRESENTATIVE STORE PHOTOGRAPHS]

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

No dealer, sales representative, or any other person has been authorized to
give any information or to make any representations other than those contained
in this Prospectus, and, if given or made, such information or representation
must not be relied upon as having been authorized by the Company, by any
Selling Shareholder or by the Underwriters. Neither the delivery of this
Prospectus nor any sale made hereunder shall under any circumstances create
any implication that there has been no change in the affairs of the Company
since the date hereof. This Prospectus does not constitute an offer to sell or
a solicitation of an offer to buy any securities offered hereby by anyone in
any jurisdiction in which such offer or solicitation is not authorized or in
which the person making such offer or solicitation is not qualified to do so
or to any person to whom it is unlawful to make such offer or solicitation.

-------------------

TABLE OF CONTENTS

-------------------

<TABLE>
<CAPTION>
Page
----
<S> <C>
Prospectus Summary....................................................... 3
Risk Factors............................................................. 7
Use of Proceeds.......................................................... 11
Price Range of Common Stock.............................................. 11
Dividend Policy.......................................................... 11
Capitalization........................................................... 12
Selected Consolidated Financial Data..................................... 13
Management's Discussion and Analysis of Financial Condition and Results
of Operations........................................................... 15
Business................................................................. 20
Management............................................................... 27
Principal and Selling Shareholders....................................... 29
Shares Eligible for Future Sale.......................................... 30
Underwriting............................................................. 31
Special Note Regarding Forward-Looking Statements........................ 32
Legal Matters............................................................ 32
Experts.................................................................. 32
Additional Information................................................... 32
Incorporation of Certain Documents by Reference.......................... 33
</TABLE>

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

1,650,000 SHARES

[LOGO]

COMMON STOCK

------------

PROSPECTUS

------------

NationsBanc Montgomery
Securities LLC

The Robinson-Humphrey Company

J.C. Bradford & Co.

June , 1998

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

<TABLE>
<S> <C>
Registration fee to Securities and Exchange Commission.......... $ 13,785
National Association of Securities Dealers, Inc. filing fee..... 5,173
NASDAQ National Market Listing fee.............................. 17,500
Transfer Agent's and Registrar's fees........................... 5,000
Printing and engraving costs.................................... 40,000
Accounting fees and expenses.................................... 8,000
Legal fees and expenses......................................... 45,000
Miscellaneous expenses.......................................... 30,542
--------
Total......................................................... $165,000
========
</TABLE>

The foregoing items, except for the registration fee to the Securities and
Exchange Commission, are estimated. The Company has agreed to bear all
expenses in connection with the registration of the Shares being offered.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Registrant's Articles of Incorporation provide that directors and
officers of the Registrant will be indemnified by the Registrant to the
fullest extent authorized by Georgia law, as it now exists or may in the
future be amended, against all expenses and liabilities reasonably incurred in
connection with service for or on behalf of the Registrant. The Company has
entered into a form of Indemnification Agreement consistent with this
provision with all of the Company's directors and executive officers named in
the Registration Statement of which this Prospectus is a part. The rights of
directors and officers to indemnification is not exclusive of any other right
now possessed or hereafter acquired under any statute, agreement or otherwise.

The Registrant's Articles of Incorporation provide that directors of the
Registrant will not be personally liable for monetary damages to the
Registrant for certain breaches of their fiduciary duty as directors, except
for (i) for any appropriation, in violation of his duties, of any business
opportunity of the Company, (ii) for acts or omissions that involve
intentional misconduct or a knowing violation of law, (iii) in respect of
certain unlawful dividend payments or stock redemptions or repurchases and
(iv) for any transaction from which the director derives an improper personal
benefit. In appropriate circumstances, equitable remedies or non-monetary
relief, such as an injunction, will remain available to a shareholder seeking
redress from any such violation. In addition, the provision applies only to
claims against a director arising out of his role as a director and not in any
other capacity (such as an officer or employee of the Registrant).

ITEM 16. EXHIBITS.

<TABLE>
<C> <S>
1.1+ Form of Underwriting Agreement.
4.1* Form of certificate representing shares of the Registrant's Common
Stock.
4.2* See Exhibits 3.1 and 3.2 for provisions of the Amended and Restated
Articles of Incorporation and By-laws of the Registrant defining
rights of holders of Common Stock of the Registrant.
5.1+ Legal opinion of Hunton & Williams regarding legality of securities
being registered.
23.1 Consent of Arthur Andersen LLP.
23.2+ Consent of Hunton & Williams (included in Exhibit 5.1).
24.1 Power of Attorney (set forth on the signature page of this
Registration Statement).
</TABLE>
- --------
* Incorporated by reference to exhibit of the same number in the Form S-1
Registration Statement of the Registrant (Registration No. 33-80025).
+ To be filed by amendment.

II-1
<PAGE>

ITEM 17. UNDERTAKINGS.

The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with
the securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction to the question whether such indemnification
by it is against public policy as expressed in the Act and will be governed by
the final adjudication of such issue.

The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4), or
497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering hereof.

II-2
<PAGE>

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF ATLANTA, STATE OF GEORGIA ON THE 3RD DAY OF JUNE,
1998.

K&G Men's Center, Inc.

/s/Stephen H. Greenspan
By: _________________________________
Stephen H. Greenspan
Chairman, President and Chief
Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints
Stephen H. Greenspan and John C. Dancu, or either of them, the true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for and in the name, place and stead of the undersigned, in
any and all capacities, to sign any and all amendments (including post-
effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, and hereby grants unto said attorney-
in-fact and agent full power and authority to do and perform each and every
act and thing requisite and necessary to be done, as fully for all intents and
purposes as the undersigned might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED ON JUNE 3, 1998.

SIGNATURE TITLE

/s/Stephen H. Greenspan Chairman of the Board, President and
- ------------------------------------- Chief Executive Officer (principal
STEPHEN H. GREENSPAN executive officer)

/s/John C. Dancu Chief Operating Officer, Chief
- ------------------------------------- Financial Officer (principal
JOHN C. DANCU financial and accounting officer),
Assistant Secretary and Director

/s/Campbell B. Lanier, III Director
- -------------------------------------
CAMPBELL B. LANIER, III

/s/Donald W. Burton Director
- -------------------------------------
DONALD W. BURTON

/s/W. Paul Ruben Director
- -------------------------------------
W. PAUL RUBEN

/s/James W. Inglis Director
- -------------------------------------
JAMES W. INGLIS

II-3
<PAGE>

EXHIBIT INDEX

<TABLE>
<C> <S>
1.1+ Form of Underwriting Agreement.
4.1* Form of certificate representing shares of the Registrant's Common
Stock.
4.2* See Exhibits 3.1 and 3.2 for provisions of the Amended and Restated
Articles of Incorporation and By-laws of the Registrant defining rights
of holders of Common Stock of the Registrant.
5.1+ Legal opinion of Hunton & Williams regarding legality of securities
being registered.
23.1 Consent of Arthur Andersen LLP.
23.2+ Consent of Hunton & Williams (included in Exhibit 5.1).
24.1 Power of Attorney (set forth on the signature page of this Registration
Statement).
</TABLE>
- --------
* Incorporated by reference to exhibit of the same number in the Form S-1
Registration Statement of the Registrant (Registration No. 33-80025).
+ To be filed by amendment.

II-4

<PAGE>

EXHIBIT 23.1

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the use of our report
(and to all references to our firm) included in or made a part of this
Registration Statement.

ARTHUR ANDERSEN LLP

/s/ Arthur Andersen LLP

Atlanta, Georgia
May 29, 1998