MENS WEARHOUSE INC, S-3/A, 1997-07-18

MENS WEARHOUSE INC
S-3/A, 1997-07-18
APPAREL & ACCESSORY STORES

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 18, 1997

REGISTRATION NUMBER 333-29539

================================================================================

SECURITIES AND EXCHANGE COMMISSION

AMENDMENT NO. 1

FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
THE MEN'S WEARHOUSE, INC.

(Exact name of registrant as specified in its charter)

TEXAS
(State or other jurisdiction of incorporation or organization)

74-1790172
(I.R.S. Employer Identification No.)

5803 GLENMONT DRIVE
HOUSTON, TEXAS 77081
(713) 295-7200
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)

DAVID H. EDWAB
40650 ENCYCLOPEDIA CIRCLE
FREMONT, CALIFORNIA 94538
(510) 657-9821
(Name, address, including zip code, and telephone number, including area code,
of agent for service)

Copies to:

<TABLE>
<S> <C>
MICHAEL W. CONLON KATHERINE M. SEABORN
FULBRIGHT & JAWORSKI L.L.P. GARDERE & WYNNE, L.L.P.
801 PENNSYLVANIA AVENUE, N.W. 1601 ELM STREET
WASHINGTON, D.C. 20004 DALLAS, TEXAS 75201
(202) 662-4660 (214) 999-3000
</TABLE>

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS
PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.

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. [ ]
---------------------
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, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
================================================================================
<PAGE> 2

PROSPECTUS

1,775,000 SHARES

[MEN'S WEARHOUSE LOGO]

COMMON STOCK
------------------------------

Of the 1,775,000 shares of Common Stock offered, 1,000,000 shares are being
sold by the Company and 775,000 shares are being sold by the Selling
Shareholders. The Company will not receive any of the proceeds from the sale of
shares by the Selling Shareholders. See "Selling Shareholders".

The Common Stock is quoted on the Nasdaq National Market under the symbol
"SUIT". On July 17, 1997, the last reported sale price for the Common Stock as
quoted by the Nasdaq National Market was $31.875 per share. See "Price Range of
Common Stock".

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

FOR INFORMATION CONCERNING CERTAIN RISK FACTORS THAT SHOULD BE CONSIDERED
BY PROSPECTIVE INVESTORS, SEE "RISK FACTORS" BEGINNING ON PAGE 7.
------------------------------

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>
<CAPTION>
=======================================================================================================================
UNDERWRITING PROCEEDS TO
PRICE TO DISCOUNTS AND PROCEEDS TO SELLING
PUBLIC COMMISSIONS(1) COMPANY(2) SHAREHOLDERS
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Per Share.............................. $31.75 $1.59 $30.16 $30.16
- -----------------------------------------------------------------------------------------------------------------------
Total(3)............................... $56,356,250 $2,822,250 $30,160,000 $23,374,000
=======================================================================================================================
</TABLE>

(1) The Company and the Selling Shareholders have agreed to indemnify the
several Underwriters against certain liabilities, including liabilities
under the Securities Act of 1933, as amended. See "Underwriting".

(2) Before deducting expenses payable by the Company, estimated at $200,000.

(3) The Selling Shareholders have granted the Underwriters a 30-day option to
purchase up to an additional 266,250 shares of Common Stock on the same
terms and conditions as set forth above solely to cover over-allotments, if
any. If such option is exercised in full, the total Price to Public,
Underwriting Discounts and Commissions, Proceeds to Company and Proceeds to
Selling Shareholders will be $64,809,688, $3,245,588, $30,160,000 and
$31,404,100, respectively. See "Underwriting".

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

The shares are offered, subject to prior sale when, as and if delivered to
and accepted by the Underwriters and subject to certain other conditions. The
Underwriters reserve the right to withdraw, cancel or modify such offer and to
reject orders in whole or in part. It is expected that delivery of the shares of
Common Stock will be made on or about July 23, 1997, at the offices of Bear,
Stearns & Co. Inc., 245 Park Avenue, New York, New York 10167.

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

BEAR, STEARNS & CO. INC.
MORGAN STANLEY DEAN WITTER
PAINEWEBBER INCORPORATED
ROBERTSON, STEPHENS & COMPANY

JULY 18, 1997

<PAGE> 3

CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN, OR OTHERWISE AFFECT THE PRICE OF THE COMMON STOCK,
INCLUDING OVER-ALLOTMENT, STABILIZING AND SHORT-COVERING TRANSACTIONS AND THE
IMPOSITION OF PENALTY BIDS. SEE "UNDERWRITING."

IN CONNECTION WITH THIS OFFERING, CERTAIN UNDERWRITERS (AND SELLING GROUP
MEMBERS) MAY ENGAGE IN PASSIVE MARKET MAKING TRANSACTIONS IN THE COMMON STOCK ON
THE NASDAQ NATIONAL MARKET IN ACCORDANCE WITH RULE 103 OF REGULATION M UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE "EXCHANGE ACT"). SEE
"UNDERWRITING".
---------------------

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Exchange
Act, and, in accordance therewith, files reports, proxy statements and other
information with the Securities and Exchange Commission (the "Commission"). Such
reports, proxy statements and other information filed by the Company with the
Commission can be inspected at the Public Reference Section of the Commission at
Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and
the Regional Offices of the Commission at Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511, and 7 World Trade Center, New
York, New York 10048. Copies of such material can also be obtained from the
Public Reference Section of the Commission at Room 1024, Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The Commission
maintains an Internet Website at http://www.sec.gov that contains reports, proxy
and information statements and other information regarding registrants that file
electronically with the Commission. Such reports, proxy statements and other
information filed by the Company may also be inspected at the offices of the
Nasdaq National Market ("Nasdaq"), 1735 K Street, N.W., Washington, D.C., on
which the Company's Common Stock is listed.

The Company has filed with the Commission a Registration Statement on Form
S-3 under the Securities Act of 1933, as amended (the "Securities Act"), with
respect to the Common Stock offered hereby. This Prospectus, which constitutes a
part of the Registration Statement, does not contain all of the information set
forth in the Registration Statement, certain items of which are contained in
exhibits to the Registration Statement as permitted by the rules and regulations
of the Commission. For further information with respect to the Company and the
Common Stock offered hereby, reference is made to the Registration Statement,
including the exhibits thereto, which may be inspected without charge at the
public reference facilities maintained by the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549 and at the Regional Offices of the Commission, and
copies of which may be obtained from the Commission at prescribed rates.
Statements made in this Prospectus concerning the contents of any document
referred to herein are not necessarily complete. With respect to each such
document filed with the Commission as an exhibit to the Registration Statement,
reference is made to the exhibit for a more complete description of the matter
involved, and each such statement shall be deemed qualified in its entirety by
such reference.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The Company's (i) Annual Report on Form 10-K for the year ended February 1,
1997 (the "Annual Report"), including the consolidated financial statements of
the Company and the report thereon by Deloitte & Touche LLP contained in the
Annual Report, (ii) Quarterly Report on Form 10-Q for the quarter ended May 3,
1997, and (iii) description of its Common Stock appearing in the Company's
Registration Statement on Form 8-A dated April 3, 1993, are hereby incorporated
by reference herein. All documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the
date of this Prospectus and prior to the termination of the offering of the
Common Stock pursuant hereto shall be deemed to be incorporated by reference in
this Prospectus and to be a part hereof from the date of the filing of such
documents. Any statement contained in this Prospectus or in a document
incorporated or deemed to be incorporated by reference in this Prospectus shall
be deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained in this Prospectus or in any other
subsequently filed document that also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.

The Company undertakes to provide without charge to each person to whom a
copy of this Prospectus has been delivered, upon the written or oral request of
any such person, a copy of any or all of the documents incorporated by reference
herein, other than the exhibits to such documents, unless such exhibits are
specifically incorporated by reference into the information that this Prospectus
incorporates. Written or oral requests for such copies should be directed to:
The Men's Wearhouse, Inc., 40650 Encyclopedia Circle, Fremont, California 94538,
Attention: Investor Relations, telephone number (510) 657-9821.
---------------------

The Men's Wearhouse(R) is a registered trademark and service mark of the
Company.

2
<PAGE> 4

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed
information and consolidated financial statements, including the notes thereto,
appearing elsewhere or incorporated by reference in this Prospectus. For a
discussion of certain factors that should be considered by prospective
purchasers of the Common Stock offered hereby, see "Risk Factors".

As used herein, the term "Men's Wearhouse" refers to The Men's Wearhouse,
Inc. and its wholly owned subsidiaries, exclusive of Value Priced Clothing, Inc.
and its wholly owned subsidiary, Value Priced Clothing II, Inc. (collectively
referred to as "VPC"). The term the "Company" refers to The Men's Wearhouse,
Inc. and its wholly owned subsidiaries including VPC. Additionally, the
terminology a "Men's Wearhouse store" or a "traditional store" refers to a
traditional Men's Wearhouse store, while a "C&R store" refers to the 17 stores
operated by VPC in Southern California and a "NAL store" refers to the six
stores operated by VPC in Texas and Louisiana.

THE COMPANY

The Company is one of the country's largest off-price specialty retailers
of men's tailored business attire. The Company's primary operating strategy is
to provide value to its customers by offering quality merchandise at consistent,
everyday low prices and a superior level of customer service. In the Men's
Wearhouse stores, the Company targets middle and upper income men between 24 and
54 years of age and offers a broad selection of designer, brand name and private
label merchandise at prices it believes are typically 20% to 30% below
traditional department and specialty store prices. The Company considers its
merchandise, which includes suits, sport coats, slacks, outerwear, dress shirts,
shoes and accessories, conservative. By concentrating on tailored business
attire, a category of men's clothing characterized by infrequent and more
predictable fashion changes, the Company believes it is not as exposed to trends
typical of more fashion-forward apparel retailers, where markdowns and
promotional pricing are more prevalent.

Men's Wearhouse distinguishes itself from other retailers of men's tailored
clothing by combining its value-oriented pricing with a strong commitment to
customer service. Men's Wearhouse offers a shopping experience designed to cater
to customers who generally prefer to limit the time they spend shopping for
men's business attire. The sales personnel at the traditional stores are trained
as clothing consultants so that they understand the relative attributes of the
Company's merchandise and are able to respond to a particular customer's budget
and taste. Every Men's Wearhouse store provides on-site tailoring to facilitate
timely alterations, free pressing for the life of the garment purchased at Men's
Wearhouse stores and free re-alteration of clothing purchased and previously
tailored at Men's Wearhouse stores. The Company believes that each of these
programs provides customer convenience and increases the likelihood of current
and future sales.

The Company's expansion strategy includes opening additional traditional
stores in new and existing markets and increasing its net sales and
profitability in existing markets. The Company anticipates that the addition of
these new stores will be the primary source of its future growth. Some of these
new stores may be acquired from local menswear retailers in both new and
existing markets. During fiscal 1996, the Company opened 50 new stores and
entered 10 new markets. At present, the Company plans to open approximately 50
new Men's Wearhouse stores during 1997 (17 of which were open as of June 16,
1997), approximately one-half of which will be in new markets, and to continue
its expansion in subsequent years.

The Company, through VPC, has initiated an additional expansion strategy
which targets customers who emphasize price to a greater extent than the
Company's traditional customer. In January 1997, the Company acquired 17 stores
operating under the name "C&R Clothiers", and in May 1997, acquired six stores
operating under the name "NAL". Both the C&R stores and the NAL stores target
the more price sensitive customer. See "Recent Developments". As a result of
continuing consolidation of the men's tailored clothing industry, the Company
has been and expects to continue to be presented with opportunities within the
industry, such as increased direct sourcing of merchandise, acquisitions of
menswear retailers and acquisitions or licensing of national brands or designer
labels. See "Possible Acquisition".
3
<PAGE> 5

The Company has experienced significant growth in recent years both from
new store openings and increased sales in existing stores. The Company opened
its first store in Houston, Texas in 1973 and, as of June 16, 1997, operated 344
Men's Wearhouse stores in 34 states, 17 C&R stores in Southern California, five
NAL stores in Texas and one NAL store in Louisiana. Net sales have increased
from $170.0 million in 1992 to $483.5 million in 1996, a compound annual growth
rate of approximately 30%. During this same period, net earnings increased from
$5.9 million in 1992 to $21.1 million in 1996, a compound annual growth rate of
37.5%.

The Company commenced operations in 1973 as a partnership and was
incorporated as The Men's Wearhouse, Inc. under the laws of Texas in May 1974.
Its principal executive offices are located at 5803 Glenmont Drive, Houston,
Texas 77081 (telephone number 713/295-7200), and at 40650 Encyclopedia Circle,
Fremont, California 94538 (telephone number 510/657-9821).

RECENT DEVELOPMENTS

In January 1997, the Company, through VPC, acquired certain of the assets
of C&R Clothiers, Inc. ("C&R"), a privately-held retailer of men's tailored
clothing stores operating in Southern California. Pursuant to this acquisition,
VPC acquired 17 C&R stores in Southern California and C&R's existing inventory
and entered into a new lease for C&R's distribution center in Culver City,
California. The C&R stores operate seven days a week under the C&R name. In May
1997, VPC acquired certain of the assets, including inventory, of Walter Pye's
Men's Shops, Inc. which included four stores in the greater Houston area and one
store in each of San Antonio, Texas and New Orleans, Louisiana. Walter Pye's
Men's Shops, Inc. operated these six stores on a weekend-only basis under the
name "NAL". Both the C&R stores and the NAL stores target the more price
sensitive customer. See "Recent Developments".

POSSIBLE ACQUISITION

From time to time, the Company has been in discussions with certain
creditors and representatives of certain creditors (the "Interested Parties") of
Today's Man, Inc., a Delaware corporation ("Today's Man"), concerning the
Company's interest in a possible acquisition of more than a majority of the
stores operated by Today's Man, including related inventory. The discussions
with the Interested Parties have not included the chief executive officer and
majority shareholder or any other member of management of Today's Man. Today's
Man operates 25 menswear superstores (averaging approximately 25,000 square
feet) specializing in tailored clothing, furnishings and accessories and
sportswear in the greater Philadelphia, Washington, D.C. and New York City
markets. On February 2, 1996, Today's Man and certain of its subsidiaries filed
voluntary petitions in the United States Bankruptcy Court for the District of
Delaware (the "Bankruptcy Court") seeking to reorganize under Chapter 11 of the
United States Bankruptcy Code. For its fiscal year ended February 1, 1997,
Today's Man reported a net loss of $5,811,000, including a charge of $8,848,000
for reorganization items, and, for its fiscal quarter ended May 3, 1997, Today's
Man reported net income of $159,000, after the effect of a charge of $654,000
for reorganization items.

On June 23, 1997, Today's Man filed a plan of reorganization (the "Today's
Man Plan") with the Bankruptcy Court pursuant to which it intends to obtain debt
and equity financing to finance repayment of its obligations to its creditors.
If the Today's Man Plan receives the required approvals, and Today's Man is able
to obtain the necessary financing, Today's Man could emerge from bankruptcy with
its continuing operations in the greater Philadelphia, Washington, D.C. and New
York City markets.

Subsequent to the filing of the Today's Man Plan, the Company advised the
Interested Parties that, while the Company remains interested in the possible
acquisition of assets of Today's Man, the Company intends to wait to see if
Today's Man will be successful in obtaining the necessary financing. Due to the
complexity of the situation and the conflicting goals of the several parties
involved, there is a significant likelihood that the Company may not be able to
acquire any of the assets of Today's Man.

$70 million and $90 million depending on the level of inventory at the time of
closing. The acquisition of Today's Man would be significantly larger than any
other acquisition made by the Company and would involve operating a store format
significantly larger than the Company's current store format. For information
concerning these and other risks associated with the acquisition of Today's Man,
including the possibility that the acquired business may not operate profitably,
see "Risk Factors -- Possible Acquisition" and "Possible Acquisition."

If the Company were to acquire the assets of Today's Man, the Company would
have an immediate and significant retail presence in the greater Philadelphia
and New York City markets. The Company's internal expansion plans include
entering these markets over the next few years. The Company already has
commenced site location selections and leasing activities in the Philadelphia
area. See "Possible Acquisition."

THE OFFERING

<TABLE>
<S> <C>
Common Stock offered by the Company......................... 1,000,000 shares
Common Stock offered by the Selling Shareholders............ 775,000 shares
Total............................................. 1,775,000 shares
Common Stock to be outstanding after this Offering.......... 22,027,747 shares(1)
Use of proceeds............................................. To fund continued expansion, whether
through the possible acquisition of
Today's Man or otherwise, to upgrade
management information and technology
systems and to construct an
additional distribution facility and
for other general corporate purposes.
See "Use of Proceeds".
Nasdaq Symbol............................................... SUIT
</TABLE>

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

(1) Does not include 855,145 shares issuable upon the exercise of outstanding
stock options, of which options for 280,781 shares are exercisable as of the
date of this Prospectus.

5
<PAGE> 7

SUMMARY CONSOLIDATED FINANCIAL AND OPERATING INFORMATION

The following summary consolidated financial information is derived from
and should be read in conjunction with the Company's consolidated financial
statements incorporated by reference herein. References herein to years are to
the Company's 52- or 53-week fiscal year, which ends on the Saturday nearest
January 31 in the following calendar year. For example, references to "1996"
mean the fiscal year ended February 1, 1997. All fiscal years for which
financial information is included in this Prospectus had 52 weeks, except for
1995 which had 53 weeks. References herein to "three months" are to the 13-week
periods ended May 4, 1996 and May 3, 1997.

<TABLE>
<CAPTION>
YEAR THREE MONTHS
--------------------------------------------------------- ---------------------
1992 1993 1994 1995 1996 1996 1997
--------- --------- --------- --------- --------- --------- ---------
(DOLLARS AND SHARES IN THOUSANDS, EXCEPT PER SHARE AND PER SQUARE FOOT DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF EARNINGS INFORMATION:
Net sales................................... $169,977 $240,394 $317,127 $406,343 $483,547 $103,697 $130,621
Gross margin................................ 63,976 91,766 121,878 157,615 188,366 38,962 48,433
Operating income............................ 10,803 15,818 22,375 30,606 38,134 5,631 7,362
Net earnings................................ 5,870 8,739 12,108 16,508 21,143 3,109 4,016
Net earnings per share of common stock(1)... $ 0.35 $ 0.48 $ 0.63 $ 0.82 $ 1.00 $ 0.15 $ 0.19
Weighted average shares outstanding(1)(2)... 16,532 18,138 19,163 20,226 21,193 21,212 21,248
OPERATING INFORMATION:
Percentage increase in comparable store
sales(3).................................. 6.2% 17.2% 8.4% 6.8% 3.9% 7.6% 1.3%
Average square footage -- all stores(4)..... 4,287 4,374 4,426 4,583 4,780 4,632 4,787
Average sales per square foot of selling
space(5).................................. $ 381 $ 409 $ 419 $ 425 $ 420 $ 95 $ 94
Number of stores:
Open at beginning of the period........... 113 143 183 231 278 278 345
Opened during the period.................. 31 40 48 48 50 7 15
C&R stores acquired during the period..... -- -- -- -- 17 -- --
Closed during the period.................. 1 -- -- 1 -- -- 1
-------- -------- -------- -------- -------- -------- --------
Open at the end of the period............. 143 183 231 278 345 285 359
Capital expenditures(6)..................... $ 9,345 $ 11,461 $ 23,736 $ 22,538 $ 26,222 $ 4,745 $ 6,399
</TABLE>

<TABLE>
<CAPTION>
MAY 3, 1997
JAN. 30, JAN. 29, JAN. 28, FEB. 3, FEB. 1, -------------------------
1993 1994 1995 1996 1997 ACTUAL AS ADJUSTED(8)
-------- -------- -------- -------- -------- -------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE SHEET INFORMATION:
Working capital......................... $ 28,289 $ 42,689 $ 68,078 $ 88,798 $136,837 $137,310 $167,270
Total assets............................ 78,745 112,176 160,494 204,105 295,478 311,590 341,550
Long-term debt and capital leases(7).... 8,909 10,790 24,575 4,250 57,500 57,500 57,500
Shareholders' equity.................... 38,448 57,867 84,944 136,961 159,129 164,262 194,222
</TABLE>

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

(1) Adjusted to give effect to a 2.5541-for-one stock split effected on March
23, 1992, a 50% stock dividend effected on August 6, 1993, and a 50% stock
dividend effected on November 15, 1995.

(2) Includes common shares and common share equivalents.

(3) Comparable store sales data is calculated by excluding the net sales of a
store for any month of one period if the store was not open throughout the
same month of the prior period.

(4) Average square footage -- all stores is calculated by dividing the total
square footage for all stores (excluding the Company's outlet stores) open
at the end of the period by the number of stores open at the end of such
period. Excluding the 17 C&R stores acquired on January 17, 1997, the
average square footage per store at the end of 1996 was 4,683 and at May 3,
1997 was 4,694.

(5) Average sales per square foot of selling space is calculated by dividing
total selling square footage for all stores (excluding the Company's outlet
stores) open the entire period into total sales for those stores. Selling
square footage does not include space for tailoring operations and storage.

(6) Excludes additions to capital lease property.

(7) February 1, 1997 and May 3, 1997 balances represent the 5 1/4% Convertible
Subordinated Notes Due 2003.

(8) Gives effect to the sale by the Company of the Common Stock offered hereby
and the application of the estimated net proceeds therefrom. See "Use of
Proceeds".
6
<PAGE> 8

RISK FACTORS

Prior to making an investment decision, prospective investors should
consider carefully all of the information set forth in this Prospectus and, in
particular, should evaluate the following risk factors.

EXPANSION STRATEGY

A significant portion of the Company's growth has resulted from and will
continue to be dependent upon the addition of new Men's Wearhouse stores and the
increased sales volume and profitability from such stores. In addition, the
Company's expansion plans for its traditional stores within the next few years
includes entry into the highly competitive greater Philadelphia and New York
City markets. When entering new markets, the Company will be required to obtain
suitable store sites, hire personnel and establish distribution methods in
geographic areas in which it has no prior experience. In addition, the Company
must advertise the Men's Wearhouse name and its distinguishing characteristics
in new markets where the Company may not be known. There can be no assurance
that the Company will be able to open and operate new Men's Wearhouse stores on
a timely and profitable basis, and the costs associated with opening such stores
may adversely affect the Company's profitability. The Company's expansion
strategy may also be adversely affected by then existing conditions in the
commercial real estate market. In addition to its growth through the addition of
new traditional stores, the Company has experienced comparable store sales
increases in each of the past five years, including 6.8% and 3.9% increases for
1995 and 1996, respectively, and a 2.2% increase for the first four months of
fiscal year 1997. There can be no assurance that the Company will experience
similar rates of comparable store sales growth in future periods. With the
acquisition of the 17 C&R stores and the six NAL stores by VPC, the Company
started a new men's apparel division targeting the more price sensitive clothing
customers. While the Company intends to evaluate the C&R stores and the NAL
stores with a view toward expanding this division, there can be no assurance
that these stores or any further expansion into the more price sensitive market
will ultimately be successful.

POSSIBLE ACQUISITION

For its fiscal year ended February 1, 1997, Today's Man reported a net loss
of $5,811,000, including a charge of $8,848,000 for reorganization items, and,
for its fiscal quarter ended May 3, 1997, Today's Man reported net income of
$159,000, after the effect of a charge of $654,000 for reorganization items. In
addition, the large store format used by Today's Man differs from the Company's
traditional merchandising approach. Accordingly, the acquisition and operation
of the Today's Man stores would involve risks different from opening and
operating the Company's traditional stores with respect to which the Company has
extensive experience. The acquisition of Today's Man also would be significantly
larger than any other acquisition made by the Company. There can be no assurance
that the anticipated benefits of such acquisition, if completed, would be
realized, that the integration of the operations of the Today's Man's stores
with those of the Company would be successful, that the Company would be
successful in retaining necessary personnel of Today's Man or that any
anticipated cost savings from such integration would be realized. In addition,
such an acquisition would involve a number of other risks, including the
diversion of management's attention from ongoing operations and the failure of
the acquired business to operate profitably. Some or all of the foregoing could
have a material adverse effect on the Company's financial condition and results
of operations. See "Possible Acquisition".

SEASONALITY AND GENERAL ECONOMIC CONDITIONS

The Company's business is seasonal as are most retail businesses.
Historically, over 30% of the Company's net sales and approximately 50% of its
net earnings have been generated during the last three months of its fiscal
year, which includes the Christmas selling season. As with other retail
businesses, the Company's operations may be adversely affected by unfavorable
local, regional or national economic developments which result in reduced
consumer spending in the markets served by its stores. There can be no assurance
that a prolonged economic downturn would not have a material adverse impact on
the Company.

7
<PAGE> 9

DECLINING UNIT SALES OF MEN'S TAILORED CLOTHING

Industry sources indicate that unit sales in the men's tailored clothing
market segment generally have declined over many years. The Company believes
that the decline in unit sales can be attributed primarily to men allocating a
lower portion of their disposable income to tailored clothing and a relaxation
of dress codes by certain employers. The Company believes that this decrease in
unit sales has contributed, and will continue to contribute, to a consolidation
among retailers of men's tailored clothing. Although to date the Company has
been able to take advantage of this industry consolidation to expand its market
share, there can be no assurance that the Company will continue to be able to
expand its sales volume or maintain its profitability within what the Company
believes is a consolidating segment of the retailing industry.

COMPETITION

The men's tailored clothing market is highly fragmented, and the Company
faces intense competition for customers, for access to quality merchandise and
for suitable store locations. The Company competes primarily with specialty
men's clothing stores, traditional department stores, other off-price retailers
and manufacturer-owned and independently-owned outlet stores. Several of these
competitors are units of large department store chains that have substantially
greater financial, marketing and other resources than the Company, and there can
be no assurance that the Company will be able to compete successfully with them
in the future. See "Business -- Competition".

POSSIBLE VOLATILITY OF STOCK PRICE

The market price for shares of the Common Stock has varied significantly
and may be volatile depending on news announcements and changes in general
market conditions. See "Price Range of Common Stock". In particular, news
announcements regarding quarterly or annual results of operations, monthly
comparable store sales, acquisitions, competitive developments or litigation
impacting the Company may cause significant fluctuations in the Company's stock
price.

CONTROL OF THE COMPANY

After this offering, the executive officers and directors of the Company
will own approximately 32.2% (31.0% if the over-allotment option is exercised in
full) of the outstanding Common Stock. As a result, such shareholders could
control the outcome of matters requiring a vote of the shareholders, including
the election of directors and the approval of any sale of assets, merger or
consolidation. See "Selling Shareholders".

RELIANCE ON KEY PERSONNEL

The Company believes that its continued success will depend to a
significant extent upon the continued efforts of George Zimmer, Chairman of the
Board and Chief Executive Officer of the Company and the Company's primary
advertising spokesman. The loss of Mr. Zimmer's services could have a material
adverse effect upon the Company. The Company's continued success and achievement
of its expansion objectives are also dependent upon its ability to attract and
retain other qualified employees as it expands.

PREFERRED STOCK AUTHORIZED FOR ISSUANCE

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 shareholders. 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 may be
adversely affected. See "Description of Capital Stock -- Preferred Stock".

8
<PAGE> 10

FORWARD-LOOKING STATEMENTS

Certain statements made in this Prospectus and in other public filings and
releases by the Company contain "forward-looking" information (as defined in the
Private Securities Litigation Reform Act of 1995) that involve risk and
uncertainty. These forward-looking statements may include, but are not limited
to, future capital expenditures, acquisitions (including the amount and nature
thereof), the use of proceeds of this Offering of Common Stock, future sales,
earnings, margins, costs, number and costs of store openings, demand for men's
clothing, market trends in the retail men's clothing business, currency
fluctuations, inflation and various economic and business trends.
Forward-looking statements may be made by management orally or in writing,
including but not limited to, this Prospectus and other of the Company's filings
with the Securities and Exchange Commission under the Exchange Act and the
Securities Act.

Prospective investors are cautioned that any such statements are not
guarantees of future performance and that actual results and trends in the
future may differ materially depending on a variety of factors including, but
not limited to, domestic economic activity and inflation, the Company's
successful execution of internal operating plans and new store and new market
expansion plans, performance issues with key suppliers, foreign currency
fluctuations, government export and import policies and legal proceedings.
Future results will also be dependent upon the ability of the Company to
continue to identify and complete successful expansions and penetrations into
existing and new markets and its ability to integrate such expansions with the
Company's existing operations.

RECENT DEVELOPMENTS

In November 1996, VPC was organized as a wholly owned subsidiary of the
Company for the purpose of acquiring certain of the assets of C&R Clothiers,
Inc., a privately-held retailer of men's tailored clothing stores operating in
Southern California. On January 17, 1997, VPC acquired 17 C&R stores in Southern
California and C&R's existing inventory and entered into a new lease for C&R's
distribution center in Culver City, California. The C&R stores average
approximately 6,600 square feet and operate seven days a week.

In May 1997, VPC acquired certain of the assets of Walter Pye's Men's
Shops, Inc. ("Walter Pye's"), which included four stores in the greater Houston
area and one store in each of San Antonio, Texas and New Orleans, Louisiana, and
related inventory. Walter Pye's operated these six stores on a weekend-only
basis (Friday, Saturday and Sunday) under the name "NAL". The Company intends to
continue to operate these stores, which average approximately 14,300 square
feet, on a weekend-only basis as part of the Company's division selling apparel
to the more price sensitive clothing customer. Further, the Company intends to
convert its existing outlet stores in Atlanta and Dallas, which are similar in
size to the NAL Stores, to the NAL format.

With these acquisitions, the Company launched a new men's apparel division
targeting the more price sensitive clothing customer who requires less customer
service. The C&R stores and the NAL stores carry less branded merchandise and
more private label merchandise, are price promotional and provide fewer services
than the traditional stores. Merchandise, consisting of suits, sports coats,
slacks, dress shirts, shoes, accessories, casual wear and formal wear, is
generally offered at prices that management believes are 30% to 50% below
traditional department store and specialty store regular prices. In the case of
suits, prices generally range from $99 to $199. See "Business -- VPC
Operations".

During March 1997, the Company, through its wholly owned subsidiary, Value
Priced Liquidators, Inc., formed a joint venture with Buxbaum, Ginsberg &
Associates, Inc. and entered into an asset purchase and license agreement to
acquire and liquidate certain of the assets of Kuppenheimer's Men's Clothiers, a
chain of 42 men's clothing stores. Under the agreement, the Company acquired the
Kuppenheimer trade name, customer lists, labels, and other proprietary data as
well as certain property and equipment and assumed leases on two Kuppenheimer
stores. The Kuppenheimer's going-out-of-business sale was concluded on June 1,
1997, and all of the Kuppenheimer stores have been closed. The Company's
participation in the joint venture's activities will not have a significant
impact on the Company's results of operations.

9
<PAGE> 11

POSSIBLE ACQUISITION

From time to time, the Company has been in discussions with the Interested
Parties concerning the Company's interest in a possible acquisition of more than
a majority of the stores operated by Today's Man, including related inventory.
The discussions have not included the chief executive officer and majority
shareholder or any other member of management of Today's Man. Today's Man
operates 25 menswear superstores (averaging approximately 25,000 square feet)
specializing in tailored clothing, furnishings and accessories and sportswear in
the greater Philadelphia, Washington, D.C. and New York City markets. On
February 2, 1996, Today's Man and certain of its subsidiaries filed voluntary
petitions in the United States Bankruptcy Court for the District of Delaware
seeking to reorganize under Chapter 11 of the United States Bankruptcy Code.

On June 23, 1997, Today's Man filed the Today's Man Plan with the
Bankruptcy Court pursuant to which it intends to obtain debt and equity
financing to finance repayment of its obligations to its creditors. If the
Today's Man Plan receives the required approvals, and Today's Man is able to
obtain the necessary financing, Today's Man could emerge from bankruptcy with
its continuing operations in the greater Philadelphia, Washington, D.C. and New
York City markets.

If the Company were to acquire the assets of Today's Man in which the
Company has an interest, the Company estimates, based on limited information,
that the purchase price for such assets may range between $70 million and $90
million depending on the level of inventory at the time of closing. The
acquisition of Today's Man would be significantly larger than any other
acquisition made by the Company and would involve operating a store format
significantly larger than the Company's current store format. For information
concerning these and other risks associated with the acquisition of Today's Man,
see "Risk Factors -- Possible Acquisition".

If the Company were to acquire the assets of Today's Man, the Company would
have an immediate and significant retail presence in the greater Philadelphia
and New York City markets. If the Company does not acquire the assets of Today's
Man, the Company's internal expansion plans include entering the greater
Philadelphia and New York City markets over the next few years. The Company has
already commenced site location selections and leasing activities in the
Philadelphia area.

The following description of Today's Man is based on information included
in its Annual Report on Form 10-K for the fiscal year ended February 1, 1997 and
Quarterly Report on Form 10-Q for the fiscal quarter ended May 3, 1997 filed
with the Securities and Exchange Commission (File No. 0-20234). The Company has
not independently verified the information. Today's Man's common stock is
publicly traded and Today's Man files reports and other documents with the
Commission on a regular basis. Interested persons can obtain copies of these
reports and other documents from the Commission. In addition, Today's Man files
reports and other documents with the Bankruptcy Court, some of which are
publicly available from the Bankruptcy Court.

Today's Man operates 25 superstores, of which 12 stores are located in the
greater New York City area, nine stores are located in the Philadelphia area and
four stores are located in the Washington, D.C. area. The Today's Man stores
range in size from approximately 18,000 sq. ft. to 34,000 sq. ft. Approximately
three quarters of the area of each store is devoted to selling space, with the
remaining used for tailoring, check-out, storage and administrative and employee
areas. Today's Man stores are usually located in a shopping center or
freestanding building near a major shopping mall.

For its fiscal year ended February 1, 1997, Today's Man reported net sales
of $204,042,000, operating income of $3,536,000 and a net loss of $5,811,000,
including a charge of $8,848,000 for reorganization items. However, during the
1996 fiscal year, Today's Man closed ten stores in the greater Chicago, New York
and

10
<PAGE> 12

Washington, D.C. markets. Accordingly, its operating results for fiscal year
1996 include the results from stores which are now closed. For the fiscal
quarter ended May 3, 1997, Today's Man reported net sales of $43,929,000,
operating income of $869,000 and net income of $159,000, after the effect of a
charge of $654,000 for reorganization items.

USE OF PROCEEDS

The net proceeds to the Company from the sale of Common Stock offered
hereby are estimated, based on an assumed public offering price of $31.75 per
share, to be approximately $30.0 million after deducting underwriting discounts
and commissions and expenses of the offering payable by the Company. The Company
currently intends to use the proceeds of this offering together with cash
generated by operations and borrowings under the Company's credit agreement to
fund its continued expansion, including expansion into new markets, whether
through the acquisition of Today's Man or otherwise, to upgrade its management
information and technology systems, to construct an additional distribution
facility, to expand the VPC concept, to minimize indebtedness under the
Company's credit agreement and for other general corporate purposes. See
"Possible Acquisition" and "Financing and Capital Resources". As of July 17,
1997, there was no indebtedness outstanding under the Company's credit
agreement; however, as the Company increases inventory levels for the peak
selling season, the Company anticipates borrowing under its credit agreement.
Pending such uses, the Company intends to invest such net proceeds in short-term
income-producing investments such as investment grade commercial paper,
government securities or money market funds.

The Company will not receive any of the proceeds from the sale of shares of
Common Stock by the Selling Shareholders.

PRICE RANGE OF COMMON STOCK

The Common Stock is quoted on Nasdaq under the symbol "SUIT". The following
table sets forth, on a per share basis for the periods indicated, the high and
low sale prices per share for the Common Stock as reported by Nasdaq. The prices
set forth below for periods prior to November 16, 1995 have been adjusted to
give retroactive effect to the 50% stock dividend paid on that date.

<TABLE>
<CAPTION>
HIGH LOW
------ ------
<S> <C> <C>
Fiscal Year ended February 3, 1996
First quarter............................................. $17.09 $12.83
Second quarter............................................ 23.83 15.50
Third quarter............................................. 28.83 19.17
Fourth quarter............................................ 30.25 20.75
Fiscal Year ended February 1, 1997
First quarter............................................. $38.50 $25.50
Second quarter............................................ 37.00 17.00
Third quarter............................................. 27.00 18.25
Fourth quarter............................................ 28.50 16.25
Fiscal Year ended January 31, 1998
First quarter............................................. $31.00 $23.00
Second quarter (through July 17, 1997).................... 35.25 25.13
</TABLE>

The closing sale price of the Common Stock on July 17, 1997, as reported on
Nasdaq, was $31.75. As of July 16, 1997, the Company had 276 record holders and
approximately 4,500 beneficial holders of Common Stock.

DIVIDEND POLICY

The Company has not paid any cash dividends on its Common Stock and for the
foreseeable future intends to retain all its earnings for the future operation
and expansion of its business. The Company's credit agreement prohibits the
payment of cash dividends on the Common Stock. See "Financing and Capital
Resources".

11
<PAGE> 13

CAPITALIZATION

The following table sets forth the capitalization of the Company as of May
3, 1997, and as adjusted to give effect to the sale by the Company of 1,000,000
shares of Common Stock offered hereby and the application of the estimated net
proceeds therefrom as described under "Use of Proceeds". The table set forth
below should be read in conjunction with the consolidated financial statements
and notes thereto of the Company incorporated by reference herein.

<TABLE>
<CAPTION>
AS
HISTORICAL ADJUSTED
---------- --------
(IN THOUSANDS)
<S> <C> <C>
Current maturities of capital lease obligations............. $ 284 $ 284
======== ========
Long-term debt.............................................. 57,500 57,500
-------- --------
Shareholders' equity:
Preferred stock, $.01 par value, 2,000,000 shares
authorized; none issued................................ -- --
Common stock, $.01 par value, 50,000,000 shares
authorized; 21,010,671 shares issued (22,010,671 shares
as adjusted)(1)........................................ 210 220
Additional paid-in capital................................ 79,061 109,011
Retained earnings......................................... 85,332 85,332
Treasury common stock, 53,735 shares at cost.............. (341) (341)
-------- --------
Total shareholders' equity........................ 164,262 194,222
-------- --------
Total capitalization.............................. $221,762 $251,722
======== ========
</TABLE>

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

(1) Excludes 838,760 shares subject to options outstanding on May 3, 1997, at a
weighted average option price of $18.50 per share.

12
<PAGE> 14

SELECTED CONSOLIDATED FINANCIAL INFORMATION

The following selected statement of earnings and balance sheet information
for the fiscal years indicated has been derived from the Company's audited
consolidated financial statements. The Company's consolidated financial
statements as of February 3, 1996 and February 1, 1997 and for each of the three
years in the period ended February 1, 1997 were audited by Deloitte & Touche
LLP, independent auditors, whose report thereon is incorporated by reference
herein. The comparable selected information for the three months ended May 4,
1996 and May 3, 1997 has been derived from the Company's unaudited consolidated
financial statements, which, in the opinion of management, include all
adjustments (consisting only of normal recurring entries) that the Company
considers necessary for a fair presentation of such data. The information set
forth below should be read in conjunction with the consolidated financial
statements and notes thereto of the Company incorporated by reference herein.
References herein to years are to the Company's 52- or 53-week fiscal year,
which ends on the Saturday nearest January 31 in the following calendar year.
For example, references to "1996" mean the fiscal year ended February 1, 1997.
All fiscal years for which financial information is included in this Prospectus
had 52 weeks, except for 1995 which had 53 weeks. The unaudited results for the
three months ended May 3, 1997 are not indicative of the results expected for
the full 1997 fiscal year.

<TABLE>
<CAPTION>
YEAR THREE MONTHS
--------------------------------------------------------- ---------------------
1992 1993 1994 1995 1996 1996 1997
--------- --------- --------- --------- --------- --------- ---------
(DOLLARS AND SHARES IN THOUSANDS, EXCEPT PER SHARE AND PER SQUARE FOOT DATA)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF EARNINGS INFORMATION:
Net sales.................................. $169,977 $240,394 $317,127 $406,343 $483,547 $103,697 $130,621
Gross margin............................... 63,976 91,766 121,878 157,615 188,366 38,962 48,433
Operating income........................... 10,803 15,818 22,375 30,606 38,134 5,631 7,362
Net earnings............................... 5,870 8,739 12,108 16,508 21,143 3,109 4,016
Net earnings per share of common
stock(1)................................. $ 0.35 $ 0.48 $ 0.63 $ 0.82 $ 1.00 $ 0.15 $ 0.19
Weighted average shares
outstanding(1)(2)........................ 16,532 18,138 19,163 20,226 21,193 21,212 21,248
OPERATING INFORMATION:
Percentage increase in comparable store
sales(3)................................. 6.2% 17.2% 8.4% 6.8% 3.9% 7.6% 1.3%
Average square footage--all stores(4)...... 4,287 4,374 4,426 4,583 4,780 4,632 4,787
Average sales per square foot of selling
space(5)................................. $ 381 $ 409 $ 419 $ 425 $ 420 $ 95 $ 94
Number of stores:
Open at beginning of the period.......... 113 143 183 231 278 278 345
Opened during the period................. 31 40 48 48 50 7 15
C&R stores acquired during the period.... -- -- -- -- 17 -- --
Closed during the period................. 1 -- -- 1 -- -- 1
-------- -------- -------- -------- -------- -------- --------
Open at the end of the period............ 143 183 231 278 345 285 359
Capital expenditures(6).................... $ 9,345 $ 11,461 $ 23,736 $ 22,538 $ 26,222 $ 4,745 $ 6,399
</TABLE>

<TABLE>
<CAPTION>
MAY 3, 1997
JAN. 30, JAN. 29, JAN. 28, FEB. 3, FEB. 1, -------------------------
1993 1994 1995 1996 1997 ACTUAL AS ADJUSTED(8)
-------- -------- -------- -------- -------- -------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE SHEET INFORMATION:
Working capital............................. $ 28,289 $ 42,689 $ 68,078 $ 88,798 $136,837 $137,310 $167,270
Total assets................................ 78,745 112,176 160,494 204,105 295,478 311,590 341,550
Long-term debt and capital leases(7)........ 8,909 10,790 24,575 4,250 57,500 57,500 57,500
Shareholders' equity........................ 38,448 57,867 84,944 136,961 159,129 164,262 194,222
</TABLE>

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

(1) Adjusted to give effect to a 2.5541-for-one stock split effected on March
23, 1992, a 50% stock dividend effected on August 6, 1993, and a 50% stock
dividend effected on November 15, 1995.

(2) Includes common shares and common share equivalents.

(3) Comparable store sales data is calculated by excluding the net sales of a
store for any month of one period if the store was not open throughout the
same month of the prior period.

(6) Excludes additions to capital lease property.

(7) February 1, 1997 and May 3, 1997 balances represent the 5 1/4% Convertible
Subordinated Notes Due 2003.

(8) Gives effect to the sale by the Company of the Common Stock offered hereby
and the application of the estimated net proceeds therefrom. See "Use of
Proceeds" and "Capitalization".

13
<PAGE> 15

FINANCING AND CAPITAL RESOURCES

In March 1996, the Company issued $57.5 million of 5 1/4% Convertible
Subordinated Notes due 2003 (the "Notes"). The Notes are convertible into Common
Stock at a conversion price of $34.125 per share. A portion of the net proceeds
from the Notes was used to repay outstanding indebtedness under the then
existing credit agreement and the balance has been invested in new stores, the
acquisition of C&R and Walter Pye's, licenses, trademarks, short-term interest
bearing securities or otherwise used to minimize borrowings under the then
existing credit agreement. Interest on the Notes is payable semi-annually on
March 1 and September 1 of each year.

On June 2, 1997, the Company entered into a new revolving credit agreement
with its bank group (the "Credit Agreement"). The Credit Agreement provides for
borrowings of up to $125 million through April 30, 2002. As of July 17, 1997,
there was no indebtedness outstanding under the Credit Agreement.

Advances under the Credit Agreement bear interest at a rate per annum equal
to, at the Company's option, (i) the agent's prime rate or (ii) the reserve
adjusted LIBOR rate plus an interest rate margin varying between .875% to
1.375%. The Credit Agreement provides for fees applicable to unused commitments
of .125% to .275%.

The Credit Agreement contains certain restrictive and financial covenants,
including a requirement to maintain a minimum amount of Consolidated Net Worth
(as defined in the Credit Agreement). The Company is also required to maintain
certain debt to cash flow, cash flow coverage and current ratios and must keep
its average store inventories below certain specified amounts. In addition, the
Credit Agreement limits additional indebtedness, creation of liens, Restricted
Payments (as defined in the Credit Agreement) and Investments (as defined in the
Credit Agreement). The Credit Agreement also prohibits payment of cash dividends
on the Common Stock of the Company. The Credit Agreement permits, with certain
limitations, the Company to merge or consolidate with another company, sell or
dispose of its property, make acquisitions, issue options or enter into
transactions with affiliates. The Company is in compliance with the covenants in
the Credit Agreement. The Company has obtained a waiver from its bank group of
the limitations in the Credit Agreement with respect to the transaction
described under "Possible Acquisition".

The Company's primary sources of working capital are cash flow from
operations, proceeds from the sale of the Common Stock discussed above, and
borrowings under the Credit Agreement. Historically, the Company's working
capital has been at its lowest level in January and February, and has increased
through November as inventory buildup is financed with both short-term and
long-term borrowings in preparation for the fourth quarter selling season.

The Company's primary cash requirements are to finance working capital
increases for its peak selling season and fund capital expenditure requirements
anticipated to be between approximately $25 million and $30 million for 1997.
This amount includes the anticipated costs of opening approximately 50 new
stores in 1997 at an expected average cost per store of between approximately
$240,000 to $250,000 (excluding telecommunications and point-of-sale equipment
and inventory). The balance of the capital expenditures for 1997 will be used
for telecommunications, point-of-sale and other computer software, for store
remodeling and expansion, distribution and real estate. In June 1997, the
Company commenced construction of additional distribution facilities of
approximately 150,000 square feet on a six acre tract adjacent to its current
distribution facility in Houston. Including the cost of the land (which was
purchased for $700,000 in 1996), fixtures and equipment, these new distribution
facilities are estimated to cost approximately $7.5 million and are expected to
be completed by or shortly after the end of the current fiscal year. As further
described under "Business -- Management Information and Telecommunications
Systems", the Company is currently conducting an evaluation of the computer
hardware and software needs necessary to productively manage its expected future
business activities. Based on the current plan, it is expected that related
capital expenditures will approximate $12 million to $17 million over the next
18 to 24 months.

The Company anticipates that each of the approximately 50 new stores that
it expects to open in 1997 will require, on average, an initial inventory
costing approximately $500,000 (subject to the same seasonal patterns affecting
inventory at all stores), which will be funded by the Company's revolving credit
facility,

14
<PAGE> 16

trade credit and cash from operations. The actual amount of future capital
expenditures and inventory purchases will depend in part on the number of new
stores opened and the terms on which new stores are leased.

As indicated under "Possible Acquisition", the Today's Man stores are
considerably larger than the average size of the traditional stores.
Consequently, if the Company is successful in completing this acquisition, the
cost the Company will be required to incur in average inventory per store will
be significantly more than that required for its traditional stores. If the
Company is not successful in completing this acquisition, the stores it
ultimately opens in the markets served by Today's Man will likely be larger than
the typical traditional store and, consequently, the per store construction
costs and the average inventory for the stores in these markets also will likely
be larger than the typical traditional store.

The Company anticipates that its existing cash and cash flow from
operations, supplemented by borrowings under the Credit Agreement, will be
sufficient to fund its planned store openings, other capital expenditures and
operating cash requirements for at least the next 12 months.

15
<PAGE> 17

BUSINESS

The Company's net sales have increased from $170.0 million in 1992 to
$483.5 million in 1996. As of June 16, 1997, the Company operated 367 stores in
34 states, including 17 C&R stores in Southern California and six NAL stores in
Texas and Louisiana, with approximately 41% of its locations in California and
Texas. At present, the Company plans to open approximately 50 new Men's
Wearhouse stores in 1997 and continue its store expansion in subsequent years.
See "Possible Acquisition", "Financing and Capital Resources", "-- Business
Strategy" and "-- Expansion Strategy".

INDUSTRY OVERVIEW

Men's Wearhouse has developed its approach to merchandising and marketing
by considering the buying patterns and perceived needs of its targeted customer.
The Company believes that most men consider a suit to be a major purchase, and,
accordingly, they generally shop for suits relatively infrequently and on an as
needed basis. The Company believes that it appeals to this type of customer by
offering a combination of service and value in Men's Wearhouse stores that may
not be consistently available at other stores selling men's tailored business
attire.

The Company also believes that the primary shopping options available to
men looking for business attire include specialty men's clothing stores,
traditional department stores, off-price retailers and manufacturer-owned and
independently-owned outlet stores.

Although specialty stores may carry higher quality and more expensive
designer and brand name suits, sport coats and slacks than Men's Wearhouse, the
breadth of selection may be limited. These stores usually offer the customer a
high degree of personal service. However, the merchandise at specialty stores
tends to be more expensive. In addition, these stores often lack the buying
power enjoyed by apparel chains that purchase in volume, and tailoring costs are
generally included in the price of each garment irrespective of the amount of
tailoring needed.

Department stores can offer greater breadth of selection and may offer
lower prices at certain times than specialty men's clothing stores. However, the
Company considers department stores to be less focused than the Company because
their men's departments often allocate relatively less selling space and sales
personnel to tailored business attire. In addition, menswear departments in
department stores tend to be highly promotional, and prices on a particular
piece of clothing can vary greatly throughout a selling season. Department
stores may have centralized tailoring facilities that are not located in the
store, which tends to delay the tailoring process and the ultimate delivery of
product to the customer.

Many off-price retailers and outlet stores offer low prices, but the
quality and depth of their menswear selection may be inconsistent. As with
department stores, there may be less focus on men's business attire since some
off-price retailers may also carry women's and children's merchandise and
certain outlet stores also carry sportswear. Customer service in these stores is
viewed by the Company as limited, with patrons often being required to help
themselves in locating the desired style, color and size, and in some instances
return policies are inflexible.

Men's Wearhouse has always attempted to distinguish itself by providing
what it believes to be the best features of each competing alternative.

BUSINESS STRATEGY

The Company, through Men's Wearhouse, seeks to be the premier off-price
specialty retailer of men's tailored business attire, catering to value-seeking
customers by offering a broad selection of quality apparel at everyday low
prices and by providing superior customer service in the Men's Wearhouse stores.
Management believes that the Company's growth is the result of its ability to
distinguish itself from its competitors and that its distinguishing features
include merchandise selection, customer service, expansion strategy and
corporate culture.

16
<PAGE> 18

Merchandising. The Company strives to associate Men's Wearhouse with
consistent product availability and value. Accordingly, in each Men's Wearhouse
store, the Company offers a broad selection of designer, brand name and private
label clothing, including a consistent stock of core items (such as navy
blazers, tuxedos and basic suits). Men's Wearhouse stores consistently provide
recognizable, quality merchandise at prices, in the case of suits, ranging
generally from $199 to $499. The Company does not purchase significant
quantities of merchandise overruns or closeouts.

Customer Service. In Men's Wearhouse stores, the Company attempts to
provide a level of service that is superior in its industry and differentiates
Men's Wearhouse from its competition. A "do whatever it takes" attitude toward
customer service is encouraged throughout the Company, with multiple programs
designed to provide customer convenience, promote customer satisfaction and
loyalty and increase the likelihood of current and future sales.

Expansion Strategy. The Company's expansion strategy is to continue to open
stores in new markets, to open additional stores in existing markets and to
increase sales and profitability of existing stores. The Company anticipates
that the addition of new traditional stores will be the primary source of its
future expansion. The Company also anticipates further expansion in the more
price sensitive market through its VPC division. The Company may also seek to
expand through acquisition opportunities that may arise out of the continued
consolidation of the men's tailored clothing industry. See "Possible
Acquisition" and "-- VPC Operations".

Company Culture. The Company recognizes that even the best strategies can
be unsuccessful if implemented without the employees' commitment. The Company
takes great pride in its corporate culture and believes its culture has promoted
a heightened sense of employee commitment and loyalty to the Company's long-term
goal of continued profitable growth.

MERCHANDISING

Men's Wearhouse stores offer a broad selection of designer, brand name and
private label men's business attire, including a consistent stock of core items
(such as navy blazers, tuxedos and basic suits) and considers its merchandise
conservative. Although basic styles are emphasized, each season's merchandise
does reflect current fabric and color trends, and a small percentage of
inventory, accessories in particular, is usually more fashion oriented. The
broad merchandise selection creates increased sales opportunities by permitting
a customer to purchase substantially all of his tailored wardrobe and accessory
requirements, including shoes, at a Men's Wearhouse store. Within its tailored
clothing, Men's Wearhouse offers an assortment of styles from a variety of
manufacturers and maintains a broad selection of fabrics and colors. The Company
believes that the depth of selection it offers at Men's Wearhouse provides it
with an advantage over most of its competitors.

In 1995, Men's Wearhouse expanded its inventory mix to include "business
casual" merchandise designed to meet increased demand for such product resulting
from the trend toward more relaxed dress codes in the workplace. The added
merchandise consists of tailored and non-tailored clothing which complements the
existing product mix and provides opportunity for enhanced sales without
significant inventory risk. The expanded inventory includes, among other things,
more sports coats, casual slacks, knits and woven sports shirts, sweaters and
casual shoes.

The Company believes its Men's Wearhouse stores differ from most other
off-price retailers in that the Company does not purchase significant quantities
of merchandise overruns or close-outs. Men's Wearhouse stores provide
recognizable quality merchandise at consistent prices that assist the customer
in identifying the value available at Men's Wearhouse. The Company believes that
the merchandise at the Men's Wearhouse stores is generally offered 20% to 30%
below traditional department and specialty store regular prices. Men's Wearhouse
affixes a ticket to each item, which displays the Men's Wearhouse selling price
alongside the price the Company regards as the regular retail price of the item.
At the check-out counter, the customer's receipt reflects the savings from what
the Company considers the regular retail price.

By targeting men's tailored business attire, a category of men's clothing
characterized by infrequent and more predictable fashion changes, the Company
believes it is not as exposed to trends typical of more fashion-

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<PAGE> 19

forward apparel retailers. This allows Men's Wearhouse stores to carry basic
merchandise over to the following season and reduces the need for markdowns; for
example, a navy blazer or gray business suit may be carried over to the next
season. Men's Wearhouse has a once-a-year sale after Christmas that has
typically lasted until the fourth week in January, during which prices on many
items are reduced 20% to 50% off the everyday low prices. This sale reduces
stock at year-end and prepares for the arrival of the new season's merchandise.

During 1994, 1995 and 1996, 77%, 74% and 72%, respectively, of the
Company's net sales were attributable to tailored clothing (suits, sport coats
and slacks), and 23%, 26% and 28%, respectively, were attributable to
accessories and other items.

Customers may pay for merchandise with cash, check or nationally recognized
credit cards. Credit card sales were 65% of net sales in 1994, 67% in 1995 and
68% in 1996.

CUSTOMER SERVICE AND MARKETING

Men's Wearhouse sales personnel are trained as clothing consultants to
provide customers with assistance and advice on their apparel needs, including
product style, color coordination, fabric and garment fit. Clothing consultants
attend an intensive training program at the Company's training facility in
Fremont, California, which is further supplemented with weekly store meetings,
periodic merchandise meetings, and frequent interaction with multi-unit managers
and merchandise managers.

Men's Wearhouse encourages its clothing consultants to be friendly and
knowledgeable and to promptly greet each customer entering the store. The
consultants are encouraged to offer guidance to the customer at each stage of
the decision-making process, making every effort to earn the customer's
confidence and to create a professional relationship that will continue beyond
the initial visit. Clothing consultants are also encouraged to contact customers
after the purchase or pick-up of tailored clothing to determine whether
customers are satisfied with their purchases and, if necessary, to take
corrective action. Store personnel have full authority to respond to customer
complaints and reasonable requests, including the approval of returns,
exchanges, refunds, re-alterations and other special requests, all of which the
Company believes helps promote customer satisfaction and loyalty.

Each Men's Wearhouse store provides on-site tailoring services to
facilitate timely alterations at a reasonable cost to customers. Tailored
clothing purchased at a Men's Wearhouse store will be pressed and re-altered (if
the alterations were performed at a Men's Wearhouse store) free of charge for
the life of the garment.

Because management believes that men prefer direct and easy store access,
the Company attempts to locate Men's Wearhouse stores in neighborhood strip and
specialty retail centers or in free standing buildings to enable customers to
park near the entrance of the store.

The Company's annual advertising expenditures, which were $23.2 million,
$27.4 million and $31.0 million in 1994, 1995 and 1996, respectively, are
significant. However, the Company believes that once it attracts prospective
customers, the experience of shopping in its stores will be the primary factor
encouraging subsequent visits. Men's Wearhouse advertises principally on
television and radio, which it considers the most effective means of attracting
and reaching potential customers, and its advertising campaign is designed to
reinforce its image of providing value and customer service. "I guarantee it" is
a long standing phrase associated with Men's Wearhouse and its advertising
campaign. In the advertisements, the Company's Chief Executive Officer and
co-founder guarantees customer satisfaction with the apparel purchased, the
quality of tailoring and the total shopping experience.

VPC OPERATIONS

As described under "Recent Developments", VPC acquired 17 C&R stores in
Southern California in January 1997, and, in May 1997, VPC acquired six NAL
stores in Texas and Louisiana. With these acquisitions, the Company launched a
new men's apparel division targeting the more price sensitive clothing customer.
Although distinctly different in format (the C&R stores were and continue to be
operated seven days a week and have an average store size of 6,600 square feet
and the NAL stores were and continue to be

18
<PAGE> 20

operated on a weekend-only basis and have an average store size of 14,300 square
feet), each targets the more price sensitive clothing customer who requires less
customer service. The C&R stores and the NAL stores carry less branded
merchandise and more private label merchandise than traditional stores and are
price promotional. Merchandise, consisting of suits, sports coats, slacks, dress
shirts, shoes, accessories, casual wear and formal wear, is generally offered at
prices that management believes are 30% to 50% below traditional department
store and specialty store regular prices. In the case of suits, prices generally
range from $99 to $199. The Company intends to evaluate the relative advantages
of the larger versus smaller store size and the seven day versus weekend-only
operations with a view towards expanding the operations of this division across
the United States as it has Men's Wearhouse stores. However, the Company does
not expect the ultimate number of stores operated by this division to approach
the number of Men's Wearhouse stores.

PURCHASING AND DISTRIBUTION

The Company purchases merchandise from approximately 180 vendors. In 1996,
no vendor accounted for 10% or more of purchases. Management does not believe
that the loss of any vendor would significantly impact the Company. While the
Company has no material long-term contracts with its vendors, the Company
believes that it has developed an excellent relationship with its vendors, which
is supported by consistent purchasing practices.

The Company believes it obtains favorable buying opportunities relative to
many of its competitors. The Company does not request cooperative advertising
support from manufacturers, which reduces the manufacturers' costs of doing
business and enables them to offer lower prices to the Company. Further, the
Company believes it obtains better discounts by entering into purchase
arrangements that provide for limited return policies, although the Company
always retains the right to return goods that are damaged upon receipt or
determined to be improperly manufactured. Finally, volume purchasing of
specifically planned quantities purchased well in advance of the season enables
more efficient production runs by manufacturers, who, in turn, are provided the
opportunity to pass some of the cost savings back to the Company.

During 1993, the Company expanded its inventory sourcing capabilities by
implementing a direct sourcing program. Under this program, the Company
purchases fabric from mills and contracts with certain factories for the
assembly of the end product (suits, sport coats or slacks). Such arrangements
for fabric and assembly have been with both domestic and foreign mills and
factories. Previous purchases from such mills and factories had been through
other suppliers. Product acquired during 1994, 1995 and 1996 through the direct
sourcing program represented approximately 10%, 20% and 28%, respectively, of
total inventory purchases, and the Company expects that purchases through such
program will represent between approximately 25% to 35% of total purchases in
1997.

To protect against currency exchange risks associated with certain firmly
committed and certain other probable, but not firmly committed inventory
transactions denominated in a foreign currency, the Company enters into forward
exchange contracts. In addition, many of the purchases from foreign vendors are
financed by letters of credit.

In 1995, the Company entered into license agreements with a limited number
of parties under which the Company is entitled to use designer labels, such as
"Vito Rufolo", and nationally recognized brand labels such as "Botany" and
"Botany 500", in return for royalties paid to the licensor based on the costs of
the relevant product. These license agreements generally limit the use of the
individual label to products of a specific nature (such as men's suits, men's
formal wear or men's shirts). The labels licensed under these agreements are
used in connection with a portion of the purchases under the direct sourcing
program described above, as well as purchases from other vendors. The Company
monitors the performance of these licensed labels compared to their cost and may
elect to selectively terminate any license. During 1996, the Company purchased
several trademarks, including "Cricketeer," "Joseph & Feiss International,"
"Baracuta" and "Country Britches," which will be used similarly to the Company's
licensed labels. Because of the continued consolidation in the men's tailored
clothing industry, the Company may be presented with opportunities to acquire or
license other designer or nationally recognized brand labels.

19
<PAGE> 21

All merchandise is received into the Company's central warehouse located in
Houston, Texas, except for merchandise intended for the VPC stores which is
principally received at VPC's Culver City, California distribution center. Once
received, merchandise is arranged by size. The computer generates bar-coded
garment tags and labels and recommends distribution of the merchandise on the
basis of each store's past performance with similar merchandise and existing
inventory levels. This distribution is reviewed by a member of the merchandise
staff and any necessary changes are made. Merchandise for a store is picked and
then moved to the appropriate staging area for shipping. In addition to the
central distribution center in Houston, the Company has additional space within
certain Men's Wearhouse stores in the majority of its markets which functions as
redistribution facilities for their respective areas. The Company's executive
offices in Fremont, California also serve as a redistribution facility for the
San Francisco Bay area.

The Company leases and operates 21 long-haul tractors and 42 trailers,
which, together with common carriers, ship merchandise from the vendors to the
Company's distribution facilities and from the distribution facilities to
centrally located stores within each market. The Company also leases 49 smaller
van-like trucks, which are used to ship merchandise locally or within a given
geographic region.

EXPANSION STRATEGY

The Company's future growth is expected to come primarily from opening new
Men's Wearhouse stores in both existing and new markets. Because the Company
initially attracts customers within new markets through television advertising,
the Company classifies a market as new when it is within a new television
market. During 1995 and 1996, the Company opened 48 and 50 new stores,
respectively, and entered nine and ten new markets, respectively. At present,
the Company plans to open approximately 50 new stores in 1997, of which 17 were
open as of June 16, 1997, and to continue its expansion in subsequent years. The
Company anticipates that approximately one-half of the new stores will be in new
markets. Expansion within existing markets enables the Company to achieve
additional economies of scale primarily with regard to advertising, and is
generally continued within a given market as long as management believes such
market will provide profitable incremental sales volume.

The Company enters a new market after management has reviewed the
competition, decided that the Company has a reasonable opportunity to establish
a market presence and determined that acceptable store locations will be
available. In selecting a new market, the Company typically analyzes such
criteria as the average household income as well as average household clothing
expenditures.

Depending upon the market, the Company may enter new markets by opening
several stores at the same time, thereby leveraging certain operating expenses.
In addition, the Company's advertising, which publicizes the Men's Wearhouse
name, merchandise and customer services, benefits multiple stores in the same
market. Historically, new multi-store markets have been profitable in the year
of entry (before any allocation of corporate overhead, advertising or
depreciation) and have experienced sales growth and increased profitability in
the first full year of operation.

In addition to its traditional means of opening new stores, the Company has
acquired a limited number of local menswear retailers in both new and existing
markets. The Company believes that the men's tailored clothing industry is
experiencing a consolidation as a result of the historical decline in sales of
men's tailored clothing. The Company also believes this consolidation presents
opportunities for the Company to increase its market share as financially weaker
retailers cease operations or consolidate. The Company has been and expects to
continue to be presented with opportunities in its industry, including, but not
limited to, increased

20
<PAGE> 22

direct sourcing of merchandise, acquisitions of menswear retailers and the
acquisition or licensing of national brands or designer labels.

Since 1992, the Company has closed only three stores. In general, in
determining whether to close a store, the Company considers such store's
historical and projected performance and the continued desirability of the
store's location. Store performance is continually monitored and, from time to
time, as neighborhoods and shopping areas change, management may determine that
it is in the best interest of the Company to close or relocate a store.

There can be no assurance that the Company will be able to accomplish its
planned expansion program or that new stores will be profitable. The Company's
ability to continue to expand will be dependent, among other things, upon
general economic and business conditions affecting consumer spending, the
availability of desirable locations and financing and the negotiation of
acceptable lease terms for new locations.

COMPANY CULTURE

The stated mission of Men's Wearhouse is "to maximize sales, provide value
to our customers and deliver top quality customer service while still having fun
and maintaining our values. These values include nurturing creativity, growing
together, admitting to our mistakes, promoting a happy and healthy lifestyle,
enhancing a sense of community and striving toward becoming self actualized
people."

The Company believes that its employees are stakeholders in the Company and
that the employment experience provided should result in a quality relationship
with the Company. The Company's goal has been to create and maintain an
environment where each person can enhance personal skills and enjoy the time
spent on the job, thereby increasing his or her productivity. The Company
attempts to provide educational and training benefits to employees and strives
to treat all employees with respect. The Company believes that this commitment
to employees results in loyalty to the Company and a shared participation in the
Company's goals and values.

The Company is committed to its customers, works to constantly improve its
customer relations and seeks to provide outstanding customer service. To further
this commitment, management stands behind the employees' judgment in their
efforts to satisfy their customers. Men's Wearhouse encourages customers to
communicate their feelings regarding their experience at Men's Wearhouse stores
and provides a toll free telephone number for such purpose. Messages are
received directly by the Company's Chief Executive Officer and a prompt response
is provided by the Chief Executive Officer or a designated member of the
Company's senior management.

The Company has had long-term relationships with many of its suppliers.
Since its inception, the Company has attempted to deal honestly with its vendors
and believes it has established a reputation for honoring its covenants and
promises to vendors.

Every Men's Wearhouse store is located within a community and the Company
recognizes that it relies on the support of that community for its success.
Therefore, the Company has developed a sense of commitment to the communities in
which it does business. Whether it participates in civic organizations, supports
community charitable organizations or lends a hand in an emergency, the Company
tries to involve itself and its employees in selected projects that provide
social benefits to the communities in which it does business.

The Company's commitment to operate a growing, profitable and socially
responsible company is a commitment of which its shareholders can be proud. The
Company seeks to adhere to its culture, not only as a means for achieving
economic success, but because adherence is a worthwhile goal in and of itself.

EMPLOYEE TRAINING AND BENEFITS

The Company believes that knowledgeable and loyal employees are critical to
maintaining the level of customer service and employee integrity that the
Company has enjoyed. To further these beliefs, management has established
programs that are intended to motivate its employees.

21
<PAGE> 23

The Company has several programs designed to train and educate its
employees in areas of customer service and product knowledge. Men's Wearhouse
clothing consultants are brought into the Company's California headquarters to
attend an orientation and training course at Suits University. Over several
days, these employees are instructed in the general corporate culture,
operational procedures and product knowledge. The Company believes that,
although this program has increased training costs each year, the Company
benefits from the increasing productivity of its clothing consultants through
increased sales of multiple units of suits, sport coats and slacks.

After graduation from Suits University, formal training continues in the
stores through video training, interaction with multi-unit management personnel,
merchandise personnel and field operations trainers. All field management
personnel are brought into regular contact with senior corporate staff at
semi-annual retreats. These retreats last from one to four days, are held in
environments conducive to training and building employee camaraderie and are
each focused on improving the educational program or achieving a corporate goal.

The Company believes it has designed incentive programs that support the
Company culture and believes that the employee benefits offered by the Company
are attractive relative to the benefits offered by others in the retail
industry. In addition to medical and dental insurance plans, employees may
participate in a diversified 401(k) plan and a medical and child care spending
plan. Since the retail environment generally requires long working hours, the
Company attempts to promote a sense of family participation and involvement in
the Company among its employees.

The Company attempts to increase the longevity of employment of its
employees, which it believes contributes to the building of relationships with
its customers and repeat sales. With the exception of certain financial,
accounting and information technology personnel, the majority of upper and
middle management started their careers on the sales floor. The Company strongly
believes in promoting from within, which, given its emphasis on service, the
Company believes ultimately provides a benefit to the customers. Generally,
management personnel with several years of tenure have a better understanding of
the corporate culture and values of the Company and, therefore, are more likely
to provide new employees with consistent messages of corporate philosophy. As
the Company expands into new markets, it intends, where possible, to utilize its
existing management personnel.

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<PAGE> 24

THE COMPANY'S STORES

As of June 16, 1997, the Company operated 367 stores in 34 states. The
following table sets forth the location, by state, of these Company stores:

<TABLE>
<S> <C>
California (including 17 C&R stores)........................ 102
Texas (including five NAL stores)........................... 49
Florida..................................................... 22
Michigan.................................................... 18
Illinois.................................................... 16
Ohio........................................................ 14
Washington.................................................. 13
Georgia..................................................... 12
Colorado.................................................... 9
North Carolina.............................................. 9
Minnesota................................................... 8
Indiana..................................................... 8
Massachusetts............................................... 7
Missouri.................................................... 7
Pennsylvania................................................ 7
Tennessee................................................... 7
Arizona..................................................... 6
Maryland.................................................... 6
Oregon...................................................... 6
Virginia.................................................... 5
Wisconsin................................................... 5
South Carolina.............................................. 4
Utah........................................................ 4
Louisiana (including one NAL store)......................... 4
Nevada...................................................... 3
Oklahoma.................................................... 3
Alabama..................................................... 2
Connecticut................................................. 2
Kansas...................................................... 2
Kentucky.................................................... 2
New Hampshire............................................... 2
Idaho....................................................... 1
Iowa........................................................ 1
New Mexico.................................................. 1
</TABLE>

Men's Wearhouse stores vary in size from approximately 2,800 to 9,600 total
square feet (average square footage at June 16, 1997 was 4,683 square feet),
excluding the three outlet stores. Men's Wearhouse stores are primarily located
in middle and upper middle income neighborhood strip and specialty retail
shopping centers. The Company believes its customers generally prefer to limit
the amount of time they spend shopping for men's tailored clothing and seek
easily accessible store sites.

Men's Wearhouse stores are designed to further the Company's strategy of
facilitating sales while making the shopping experience pleasurable. Men's
Wearhouse attempts to create a specialty store atmosphere through effective
merchandise presentation and sizing, attractive in-store signs and efficient
check-out procedures. Most of the traditional stores have similar floor plans
and merchandise presentation to facilitate the shopping experience and sales
process. Designer, brand name and private label garments are intermixed, and
emphasis is placed on the fit of the garment rather than on a particular label
or manufacturer. Each store is staffed with clothing consultants and sales
associates and has a tailoring facility with at least one tailor.

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<PAGE> 25

The C&R stores vary in size from approximately 5,000 to 9,500 total square
feet (average square footage at June 16, 1997 was 6,630 square feet). The NAL
stores vary in size from approximately 12,500 to 18,900 total square feet
(average square footage at June 16, 1997 was 14,300 square feet).

MANAGEMENT INFORMATION AND TELECOMMUNICATION SYSTEMS

The Company has aggressively pursued the implementation of technology which
provides the opportunity for competitive advantage and which leverages human
resources. By implementing a sophisticated management information system, and by
integrating it with a highly functional telecommunication system, the Company
has effectively managed the operation of its business and its inventory while
experiencing substantial growth.

The Company's inventory control systems, including purchase order
management, automatic replenishment of basic items, and real-time point of sale,
have contributed to enhanced performance and profitability and to achieving
inventory shrinkage rates that are consistently below industry averages.
Electronic Data Interchange with several suppliers and use of data warehousing
and decision support technologies have substantially leveraged the efforts of
the merchandising team, allowing them to reallocate time from simple and
repetitive tasks to those requiring more analytical skills.

The Company has developed and is now using an "expert" system to assist in
the distribution of incoming merchandise. This system uses rules for
distribution decisions which reflect the decision making process of the senior
product managers. In addition, in 1996 the Company negotiated a comprehensive
telecommunications arrangement with a major telecommunications vendor that
allowed the Company to transition its data network to a more modern, flexible,
and reliable frame relay environment, while simultaneously reducing operating
costs.

The Company's voice mail system has not only enhanced internal
communication capabilities, it also has provided an actively used channel for
improving customer service and it has contributed to the Company's advertising
efforts, giving the Company access to unsolicited customer testimonials.

The Company employs technology in several other areas of its operations and
intends to continue its pursuit of technologies which favorably impact
performance and/or the delivery of customer service.

Due to continued dramatic changes in the state of the art of information
technology, both in general and with regard to the retail industry, the Company
has commenced a project to increase the efficiency of its operations and enhance
the future productivity of its information technology infrastructure by
acquiring products which are now generally available and field tested. Based on
the current plan, capital expenditures associated with this project should range
from $12 million to $17 million over the next 18 to 24 months, after which the
Company will consider the advisability of additional enhancements and
expenditures. The Company has benefited significantly from investment in
technology in the past, and it is anticipated that this investment will further
increase the benefit which the Company derives from technology, both in the near
term and in the future.

COMPETITION

The Company believes that the unit demand for men's tailored clothing has
declined. The Company's primary competitors include specialty men's clothing
stores, traditional department stores, off-price retailers and
manufacturer-owned and independently-owned outlet stores. Over the past several
years market conditions have resulted in consolidation of the industry. The
Company believes that the principal competitive factors in the men's tailored
clothing market are merchandise assortment, quality, price, garment fit,
merchandise presentation, store location and customer service. The Company
attempts to distinguish itself from its competitors by providing what it
believes are the best features of each competing shopping alternative.

The Company believes that strong vendor relationships, its direct sourcing
program and the buying power of the Company are the principal factors enabling
it to obtain quality merchandise at attractive prices. The Company believes that
its vendors rely on the Company's predictable payment record and on the
Company's history of honoring all promises, including the Company's promise not
to advertise names of labeled and

24
<PAGE> 26

unlabeled designer merchandise, when requested. Certain of the Company's
competitors (principally department stores) are larger and have substantially
greater financial, marketing and other resources than the Company and there can
be no assurance that the Company will be able to compete successfully with them
in the future.

SEASONALITY

Like most retailers, the Company's business is subject to seasonal
fluctuations. Historically, over 30% of the Company's net sales and
approximately 50% of its net earnings have been generated during the fourth
quarter of each year. 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.

TRADEMARKS AND SERVICE MARKS

The Company is the owner in the United States of the trademark and service
mark "The Men's Wearhouse(R)", and of federal registrations therefor expiring in
2009 and 2002, respectively, subject to renewal. The Company's rights in the
"The Men's Wearhouse" mark are a significant part of the Company's business, as
the mark has become well known through the Company's television and radio
advertising campaigns. Accordingly, the Company intends to maintain its mark and
the related registrations.

The Company is also the owner in the United States of the service marks
"C&R", "C&R Clothiers", "Walter Pye's" and "NAL". Such marks are used to
identify the retail store services of and are the tradenames utilized by the
retail clothing stores operated by VPC.

In addition to The Men's Wearhouse, C&R Clothiers and NAL
trademarks/service marks, the Company owns or licenses other trademarks/service
marks used in the business, principally in connection with the labeling of
product purchased through the direct sourcing program.

LEGAL PROCEEDINGS

The Company is involved in various routine legal proceedings, including
ongoing litigation, incidental to the conduct of its business. Management
believes that none of these matters will have a material adverse effect on the
financial condition or results of operations of the Company.

SELLING SHAREHOLDERS

The following table sets forth information, as of July 17, 1997, and after
giving effect to this offering (assuming no exercise of the Underwriters'
over-allotment option), with respect to the beneficial ownership of Common Stock
by each of the Selling Shareholders. Unless otherwise indicated, each person has
sole voting power and investment power with respect to the shares attributed to
him.

<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP BENEFICIAL OWNERSHIP
BEFORE OFFERING AFTER OFFERING
----------------------- SHARES TO ----------------------
SHARES PERCENT(%) BE SOLD SHARES PERCENT(%)
--------- ---------- --------- --------- ----------
<S> <C> <C> <C> <C> <C>
George Zimmer......................... 3,171,742(1) 15.1 325,000 2,846,742 12.9
Richard E. Goldman.................... 1,693,391 8.1 300,000 1,393,391 6.3
James E. Zimmer....................... 1,031,146(2) 4.9 150,000 881,146 4.0
</TABLE>

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

(1) Consists of shares held by George Zimmer in his capacity as trustee for the
George Zimmer 1988 Living Trust.

(2) Includes 1,029,323 shares held by James Zimmer in his capacity as trustee
for the James Edward Zimmer 1989 Living Trust and 1,823 shares held by Mr.
Zimmer's minor daughter.

The shares set forth in the foregoing table do not include 29,157 shares,
26,603 shares and 21,031 shares, respectively, allocated to the ESP accounts of
Messrs. George Zimmer, Richard Goldman and James Zimmer. The ESP provides that
participants have voting rights on all matters requiring the vote of
shareholders with respect to shares of Common Stock allocated to their accounts.

25
<PAGE> 27

George Zimmer is the Chairman of the Board and Chief Executive Officer of
the Company, Richard E. Goldman is the Executive Vice President and a Director
of the Company and James E. Zimmer is the Senior Vice President -- Merchandising
and a Director of the Company. The Selling Shareholders have granted to the
Underwriters an option to purchase up to 266,250 additional shares of Common
Stock at the public offering price less the underwriting discount set forth on
the cover page of this Prospectus, solely to cover over-allotments, if any. See
"Underwriting".

DESCRIPTION OF CAPITAL STOCK

The authorized capital stock of the Company consists of 50,000,000 shares
of Common Stock, par value $.01 per share, and 2,000,000 shares of preferred
stock, par value $.01 per share (the "Preferred Stock"). At July 17, 1997,
21,027,747 shares of Common Stock were outstanding and held by 276 holders of
record and no shares of Preferred Stock were outstanding. A total of 1,387,702
shares of Common Stock are reserved for future issuance of which (i) 568,952
shares are reserved for issuance upon the exercise of options granted under the
Company's 1992 Stock Option Plan, (ii) 750,000 shares are reserved for issuance
upon the exercise of options granted under the Company's 1996 Stock Option Plan,
(iii) 45,000 shares are reserved for issuance upon the exercise of options
granted under the Company's Non-Employee Director Stock Option Plan and (iv)
23,750 shares are reserved for issuance upon the exercise of options granted
under miscellaneous employee stock option agreements.

COMMON STOCK

Holders of shares of Common Stock are entitled to one vote per share in the
election of directors and on all other matters submitted to a vote of
shareholders. Such holders do not have the right to cumulate their votes in the
election of directors. Holders of Common Stock have no redemption or conversion
rights and no preemptive or other rights to subscribe for securities of the
Company. In the event of a liquidation, dissolution or winding up of the
Company, holders of Common Stock are entitled to share equally and ratably in
all of the assets remaining, if any, after satisfaction of all debts and
liabilities of the Company, and the preferential rights of any series of
Preferred Stock then outstanding. The shares of Common Stock outstanding are
fully paid and non-assessable.

Holders of Common Stock have an equal and ratable right to receive
dividends, when, as and if declared by the Board of Directors out of funds
legally available therefor and only after payment of, or provision for, full
dividends on all outstanding shares of any series of Preferred Stock and after
the Company has made provision for any required sinking or purchase funds for
any series of Preferred Stock. The Company's Credit Agreement prohibits the
payment of cash dividends on the Common Stock.

PREFERRED STOCK

The Preferred Stock may be issued, from time to time in one or more series,
and the Board of Directors, without further approval of the shareholders, is
authorized to fix the dividend rights and terms, redemption rights and terms,
liquidation preferences, conversion rights, voting rights and sinking fund
provisions applicable to each such series of Preferred Stock. If the Company
issues a series of Preferred Stock in the future that has voting rights or
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 may be adversely affected. The
issuance of shares of Preferred Stock could be utilized, under certain
circumstances, in an attempt to prevent an acquisition of the Company. The
Company has no present intention to issue any shares of Preferred Stock.

26
<PAGE> 28

LIMITATION OF DIRECTOR LIABILITY

The Restated Articles of Incorporation of the Company contain a provision
that limits the liability of the Company's directors as permitted under Texas
law. The provision eliminates the liability of a director to the Company or its
shareholders for monetary damages for negligent or grossly negligent acts or
omissions in the director's capacity as a director. The provision does not
affect the liability of a director (i) for breach of his duty of loyalty to the
Company or to shareholders, (ii) for acts or omissions not in good faith or that
involve intentional misconduct or a knowing violation of law, (iii) for acts or
omissions for which the liability of a director is expressly provided by an
applicable statute, or (iv) in respect of any transaction from which a director
received an improper personal benefit. Pursuant to the Restated Articles of
Incorporation, the liability of directors will be further limited or eliminated
without action by shareholders if Texas law is amended to further limit or
eliminate the personal liability of directors.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the Common Stock is American Stock
Transfer & Trust Company.

27
<PAGE> 29

UNDERWRITING

The Underwriters named below have severally agreed, subject to the terms
and conditions of the Underwriting Agreement (the form of which is filed as an
exhibit to the Company's Registration Statement of which this Prospectus is a
part), to purchase from the Company and the Selling Shareholders the aggregate
number of shares of Common Stock set forth opposite their names:

<TABLE>
<CAPTION>
NUMBER OF
UNDERWRITER SHARES
----------- ---------
<S> <C>
Bear, Stearns & Co. Inc..................................... 443,750
Morgan Stanley & Co. Incorporated........................... 443,750
PaineWebber Incorporated.................................... 443,750
Robertson, Stephens & Company LLC........................... 443,750
---------
Total............................................. 1,775,000
=========
</TABLE>

The Underwriting Agreement provides that the obligations of the
Underwriters are subject to certain conditions precedent and that, if any of the
foregoing shares of Common Stock are purchased by the Underwriters pursuant to
the Underwriting Agreement, all such shares must be so purchased. The Company
and the Selling Shareholders have agreed to indemnify the Underwriters against
certain liabilities, including liabilities under the Securities Act, or to
contribute to payments that the Underwriters may be required to make in respect
thereof.

The Company has been advised that the Underwriters propose to offer the
shares of Common Stock to the public initially at the public offering price set
forth on the cover page of this Prospectus and to certain selected dealers (who
may include the Underwriters) at such public offering price less a concession
not to exceed $.95 per share. The selected dealers may reallow a concession to
certain other dealers not to exceed $.10 per share. After the initial offering
to the public, the public offering price, the concession to selected dealers and
the reallowance to other dealers may be changed by the Underwriters.

In order to facilitate this offering, certain persons participating in this
offering may engage in transactions that stabilize, maintain, or otherwise
affect the price of the Common Stock during and after this offering.
Specifically, the Underwriters may over-allot or otherwise create a short
position in the Common Stock for their own account by selling more shares of
Common Stock than have been sold to them by the Company and the Selling
Shareholders. The Underwriters may elect to cover any such short position by
purchasing shares of Common Stock in the open market or by exercising the
over-allotment option granted to the Underwriters. In addition, such persons may
stabilize or maintain the price of the Common Stock by bidding for or purchasing
shares of Common Stock in the open market and may impose penalty bids, under
which selling concessions allowed to syndicate members or other broker-dealers
participating in this offering are reclaimed if shares of Common Stock
previously distributed in this offering are repurchased in connection with
stabilization transactions or otherwise. The effect of these transactions may be
to stabilize or maintain the market price of the Common Stock at a level above
that which might otherwise prevail in the open market. The imposition of a
penalty bid may also affect the price of the Common Stock to the extent that it
discourages resales thereof. No representation is made as to the magnitude or
effect of any such stabilization or other transactions. Such transactions may be
effected on the Nasdaq or otherwise and, if commenced, may be discontinued at
any time.

In connection with this offering, certain underwriters (and selling group
members) may engage in passive market making transactions in the Common Stock on
Nasdaq in accordance with Rule 103 of Regulation M under the Exchange Act. Rule
103 permits, upon the satisfaction of certain conditions, underwriting and
selling group members participating in a distribution that are also registered
Nasdaq market makers in the security being distributed (or a related security)
to engage in limited passive market making transactions during the period when
Regulation M would otherwise prohibit such activity. In general, a passive
market maker may not bid for or purchase a security at a price that exceeds the
highest independent bid for those securities by a person that is not
participating in the distribution and must identify its passive market making
bids on Nasdaq electronic inter-dealer reporting system. In addition, the net
daily purchases made by a passive market maker generally may not exceed 30% of
such market maker's average daily trading volume in the

28
<PAGE> 30

security for the two full consecutive calendar months (or any 60 consecutive
days ending within 10 days) immediately preceding the date of filing of the
Registration Statement of which this Prospectus forms a part.

The Selling Shareholders have granted to the Underwriters an option to
purchase up to 266,250 additional shares of Common Stock at the public offering
price less the underwriting discount set forth on the cover page of this
Prospectus, solely to cover over-allotments, if any. Such option may be
exercised at any time until 30 days after the date of this Prospectus. If the
Underwriters exercise such option, each of the Underwriters will be committed,
subject to certain conditions, to purchase a number of additional shares
proportionate to such Underwriter's initial commitment as indicated in the
preceding table.

In connection with this offering, the Company and the Selling Shareholders,
who are executive officers and directors, and currently own in the aggregate
approximately 28.0% of the Common Stock, have agreed that they will not sell,
contract to sell or otherwise dispose of any shares of capital stock of the
Company for a period of 90 days after the date of this Prospectus without the
prior written consent of the Underwriters, except for the shares offered hereby
and issuances or sales by the Company upon the exercise of employee stock
options.

Sheldon I. Stein, a Senior Managing Director of Bear, Stearns & Co. Inc.,
became a director of the Company in July 1995. Under the terms of the Company's
Non-Employee Director Stock Option Plan, Mr. Stein has received stock options
covering an aggregate of 7,000 shares of Common Stock.

LEGAL MATTERS

Certain legal matters with respect to the Common Stock have been passed
upon for the Company and for the Selling Shareholders by Fulbright & Jaworski
L.L.P., Houston, Texas, and for the Underwriters by Gardere & Wynne, L.L.P. of
Dallas, Texas. Michael W. Conlon, a partner in the firm of Fulbright & Jaworski
L.L.P., is the Secretary of the Company.

EXPERTS

The consolidated financial statements of the Company as of February 3, 1996
and February 1, 1997 and for each of the three years in the period ended
February 1, 1997 included in the Company's Annual Report on Form 10-K for the
year ended February 1, 1997 and incorporated by reference in this Prospectus
have been audited by Deloitte & Touche LLP, independent auditors, as stated in
their report, which is incorporated herein by reference, and has been so
incorporated in reliance upon the report of such firm given upon their authority
as experts in accounting and auditing.

29
<PAGE> 31

======================================================

NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THE
PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY, THE SELLING
SHAREHOLDERS OR ANY OF THE UNDERWRITERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SHARES BY ANYONE
IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED, OR IN
WHICH THE PERSON MAKING THE OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO, OR
TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. UNDER
NO CIRCUMSTANCES SHALL THE DELIVERY OF THIS PROSPECTUS OR ANY SALE MADE PURSUANT
TO THIS PROSPECTUS CREATE ANY IMPLICATION THAT INFORMATION CONTAINED IN THIS
PROSPECTUS IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE OF THIS PROSPECTUS.

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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information.................. 2
Incorporation of Certain Documents by
Reference............................ 2
Prospectus Summary..................... 3
Risk Factors........................... 7
Recent Developments.................... 9
Possible Acquisition................... 10
Use of Proceeds........................ 11
Price Range of Common Stock............ 11
Dividend Policy........................ 11
Capitalization......................... 12
Selected Consolidated Financial
Information.......................... 13
Financing and Capital Resources........ 14
Business............................... 16
Selling Shareholders................... 25
Description of Capital Stock........... 26
Underwriting........................... 28
Legal Matters.......................... 29
Experts................................ 29
</TABLE>

======================================================
======================================================

1,775,000 SHARES

[MEN'S WEARHOUSE LOGO]
COMMON STOCK
------------------------------

PROSPECTUS
------------------------------
BEAR, STEARNS & CO. INC.

MORGAN STANLEY DEAN WITTER

PAINEWEBBER INCORPORATED

ROBERTSON, STEPHENS & COMPANY

JULY 18, 1997

======================================================
<PAGE> 32

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The estimated expenses in connection with this Offering are:

<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee......... $ 30,580
Nasdaq Listing Fee.......................................... 17,500
NASD Filing Fee............................................. 10,592
Legal Fees and Expenses..................................... 40,000
Accounting Fees and Expenses................................ 20,000
Blue Sky Fees and Expenses (including legal fees)........... 10,000
Printing Expenses........................................... 50,000
Transfer Agent and Registrar Fees........................... 5,000
Miscellaneous............................................... 16,328
--------
TOTAL............................................. $200,000
========
</TABLE>

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Article 2.02-1 of the Texas Business Corporation Act provides that any
director or officer of a Texas corporation may be indemnified against judgments,
penalties, fines, settlements and reasonable expenses actually incurred by him
in connection with or in defending any action, suit or proceeding in which he is
a party by reason of his position. With respect to any proceeding arising from
actions taken in his official capacity as a director or officer, he may be
indemnified so long as it shall be determined that he conducted himself in good
faith and that he reasonably believed that such conduct was in the corporation's
best interests. In cases not concerning conduct in his official capacity as a
director or officer, a director may be indemnified as long as he reasonably
believed that his conduct was not opposed to the corporation's best interests.
In the case of any criminal proceeding, a director or officer may be indemnified
if he had no reasonable cause to believe his conduct was unlawful. If a director
or officer is wholly successful, on the merits or otherwise, in connection with
such a proceeding, such indemnification is mandatory. The Registrant's Bylaws
provide for indemnification of its present and former directors and officers to
the fullest extent provided by Article 2.02-1.

The Registrant's Bylaws further provide for indemnification of officers and
directors against reasonable expenses incurred in connection with the defense of
any such action, suit or proceeding in advance of the final disposition of the
proceeding.

The Registrant's Articles of Incorporation were amended on September 6,
1991, to eliminate or limit liabilities of directors for breaches of their duty
of care. The amendment does not limit or eliminate the right of the Registrant
or any shareholder to pursue equitable remedies such as an action to enjoin or
rescind a transaction involving a breach of a director's duty of care, nor does
it affect director liability to parties other than the Registrant or its
shareholders. In addition, directors will continue to be liable for (i) breach
of their duty of loyalty, (ii) acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of the law, (iii)
declaring an illegal dividend or stock repurchase, (iv) any transaction in which
the directors received an improper personal benefit, or (v) acts or omissions
for which the liability of directors is expressly provided by statute. In
addition, the amendment applies only to claims under Texas law against a
director arising out of his role as a director and not, if he is also an
officer, his role as an officer or in any other capacity and does not limit a
director's liability under any other law, such as federal securities law.

Texas corporations are also authorized to obtain insurance to protect
officers and directors from certain liabilities, including liabilities against
which the corporation cannot indemnify its directors and officers. The
Registrant currently has in effect a director's and officer's liability
insurance policy, which provides coverage in the maximum amount of $10,000,000,
subject to a $250,000 deductible.

II-1
<PAGE> 33

ITEM 16. EXHIBITS.

<TABLE>
<S> <C>
*1.1 -- Form of Underwriting Agreement.
3.1 -- Restated Articles of Incorporation (incorporated by
reference from Exhibit 3.1 to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended July 30, 1994).
3.2 -- By-laws of the Company, as amended (incorporated by
reference from Exhibit 3.2 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended February 1,
1997).
4.1 -- Restated Articles of Incorporation (included as Exhibit
3.1).
4.2 -- By-laws, as amended (included as Exhibit 3.2).
4.3 -- Form of Common Stock certificate (incorporated by
reference from Exhibit 4.3 to the Registrant's
Registration Statement on Form S-1 (Registration No. 33-
45949)).
4.4 -- Employment Agreement dated as of January 31, 1991, by and
between the Company and David H. Edwab, including the
First Amendment thereto dated as of September 30, 1991
(incorporated by reference from Exhibit 4.4 to the
Registrant's Registration Statement on Form S-1
(Registration No. 33-45949)).
4.5 -- Second Amendment effective as of January 1, 1993, to
Employment Agreement dated as of January 31, 1991, by and
between the Company and David H. Edwab (incorporated by
reference from Exhibit 4.5 to the Registrant's
Registration Statement on Form S-1 (Registration No.
33-60516)).
4.6 -- Second [sic] Amendment dated as of April 12, 1994, to
Employment Agreement dated as of January 31, 1991
(incorporated by reference to Exhibit 4.6 to the
Company's Annual Report on Form 10-K for the fiscal year
ended January 28, 1995).
4.7 -- Option Issuance Agreement dated as of September 30, 1991,
by and between the Company and David H. Edwab
(incorporated by reference from Exhibit 4.5 to the
Registrant's Registration Statement on Form S-1
(Registration No. 33-45949)).
4.8 -- First Amendment to Option Issuance Agreement dated April
22, 1992, but effective as of September 30, 1991
(incorporated by reference from Exhibit 4.7 to the
Registrant's Registration Statement on Form S-8
(Registration No. 33-48109)).
4.9 -- Second Amendment to Option Issuance Agreement dated
effective as of January 1, 1993 (incorporated by
reference from Exhibit 4.8 to the Registrant's
Registration Statement on Form S-1 (Registration No.
33-60516)).
4.10 -- First [sic] Amendment to Option Issuance Agreement dated
as of April 12, 1994 (incorporated by reference to
Exhibit 4.10 to the Company's Annual Report on Form 10-K
for the fiscal year ended January 28, 1995).
4.11 -- Indenture dated March 1, 1996, between the Company and
Texas Commerce Bank National Association, as trustee
including Form of Note (incorporated by reference from
Exhibit 4.1 to the Registrant's Quarterly Report on Form
10-Q for the Quarter ended May 4, 1996).
4.12 -- Revolving Credit Agreement dated as of June 2, 1997, by
and among the Company, NationsBank of Texas, N.A. and the
Banks listed therein, including form of Revolving Note
(incorporated by reference from Exhibit 4.1 to the
Registrant's Quarterly Report on Form 10-Q for the
Quarter ended May 3, 1997).
*5.1 -- Opinion of Fulbright & Jaworski L.L.P.
*23.1 -- Consent of Fulbright & Jaworski L.L.P. (included in
Exhibit 5.1).
*23.2 -- Consent of Deloitte & Touche LLP.
*24.1 -- Powers of Attorney from certain members of the Board of
Directors of the Company (contained on page II-5 of this
Registration Statement as originally filed).
</TABLE>

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

* Previously filed.

II-2
<PAGE> 34

As permitted by Item 601(b)(4)(iii)(A) of Regulation S-K, the Registrant
has not filed with this Registration Statement certain instruments defining the
rights of holders of long-term debt of the Registrant and its subsidiaries
because the total amount of securities authorized under any of such instruments
does not exceed 10% of the total assets of the Registrant and its subsidiaries
on a consolidated basis. The Registrant agrees to furnish a copy of any such
agreement to the Commission upon request.

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 Securities Act of
1933 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 the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 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 of
1933, the information omitted from the form of prospectus filed as part of the
Registration Statement in reliance upon Rule 430A and contained in the form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act of 1933 shall be deemed to be part of the Registration
Statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act
of 1933, 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 thereof.

II-3
<PAGE> 35

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 Amendment No. 1 to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on July 17, 1997.

THE MEN'S WEARHOUSE, INC.

By: /s/ GEORGE ZIMMER
------------------------------------
George Zimmer
Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>

/s/ GEORGE ZIMMER Chairman of the Board, Chief July 17, 1997
- ----------------------------------------------------- Executive Officer and Director
George Zimmer (Principal Executive Officer)

/s/ DAVID EDWAB* President and Director July 17, 1997
- -----------------------------------------------------
David Edwab

/s/ GARY G. CKODRE Vice President-Finance and July 17, 1997
- ----------------------------------------------------- Principal Financial and
Gary G. Ckodre Accounting Officer (Principal
Financial and Accounting
Officer)

/s/ RICHARD E. GOLDMAN* Executive Vice President and July 17, 1997
- ----------------------------------------------------- Director
Richard E. Goldman

/s/ ROBERT E. ZIMMER* Senior Vice President -- Real July 17, 1997
- ----------------------------------------------------- Estate and Director
Robert E. Zimmer

/s/ JAMES E. ZIMMER* Senior Vice President -- July 17, 1997
- ----------------------------------------------------- Merchandising and Director
James E. Zimmer

/s/ HARRY M. LEVY* Senior Vice President -- Planning July 17, 1997
- ----------------------------------------------------- and Systems, Chief Information
Harry M. Levy Officer and Director

/s/ RINALDO BRUTOCO* Director July 17, 1997
- -----------------------------------------------------
Rinaldo Brutoco

/s/ MICHAEL L. RAY* Director July 17, 1997
- -----------------------------------------------------
Michael L. Ray

/s/ SHELDON I. STEIN* Director July 17, 1997
- -----------------------------------------------------
Sheldon I. Stein

By: /s/ GARY G. CKODRE
-------------------------------------------------
Gary G. Ckodre, as Attorney-In-Fact
for each of the persons indicated
</TABLE>

II-4