<PAGE> 1
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (Date of earliest event reported): NOVEMBER 18, 1998
THE MEN'S WEARHOUSE, INC.
(Exact name of registrant as specified in charter)
<TABLE>
<CAPTION>
<S> <C> <C>
TEXAS 000-20036 74-1790172
(State of Incorporation) (Commission File No.) (I.R.S. Employer Identification No.)
</TABLE>
5803 GLENMONT DRIVE
HOUSTON, TEXAS 77081
(Address of Principal Executive Offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (713) 592-7200
===============================================================================
Page 1
<PAGE> 2
ITEM 5. OTHER EVENTS.
On November 18, 1998, The Men's Wearhouse, Inc., a Texas corporation
(the "Company"), entered into a Combination Agreement (the "Combination
Agreement") with Golden Moores Company, a Nova Scotia, Canada unlimited
liability company and a wholly owned subsidiary of the Company ("Canco"), Moores
Retail Group Inc., a New Brunswick, Canada corporation ("Moores"), and the
shareholders of Moores signatory thereto (collectively, the "Shareholders").
Under the terms of the Combination Agreement, Moores will be merged with Canco,
and the Shareholders and employees of Moores who hold certain options to
purchase a class of Moores capital stock (collectively, the "Optionholders")
will receive, based on certain adjustments, between 2.50 and 2.75 million shares
of the Company's common stock, par value $0.01 per share (the "Company Common
Stock"), in exchange for all of the outstanding capital stock of Moores.
Pursuant to the Combination Agreement, Moores will be restructured so
that Canco will own the only outstanding common stock of Moores. The
Shareholders and Optionholders will exchange their shares of capital stock of
Moores and their options for a new class of exchangeable shares (the
"Exchangeable Shares") of Moores. Except to the extent required by the laws of
the Province of New Brunswick, the only rights of the Exchangeable Shares will
be to permit the holders thereof to exchange each Exchangeable Share for a share
of the Company Common Stock and to receive dividends on the Exchangeable Shares
in an amount equal to dividends, if any, paid on the Company Common Stock. Each
Exchangeable Share will also have the right, under the terms of one share of
special voting preferred stock to be issued by the Company, to cast a vote
equivalent to the vote of one share of the Company Common Stock on each matter
submitted to the holders of the Company Common Stock for a vote.
In connection with the closing of this transaction, Moores' existing
indebtedness of approximately $90 million (Canadian dollars) must be repaid. The
Company has the resources under its existing credit facility to borrow
sufficient funds to loan to Moores to allow Moores to repay this debt. However,
the Company may also enter into an additional credit facility to fund the
repayment of Moores' debt.
The combination is subject to various conditions, including the receipt
of all required regulatory approvals. Although there can be no assurance that
the combination will close, the Company currently anticipates that the
acquisition will be consummated shortly after the receipt of such regulatory
approvals and the satisfaction of the remaining conditions set forth in the
Combination Agreement.
The description of the terms and provisions of the Combination
Agreement in this report are qualified in their entirety by reference to the
Combination Agreement that is incorporated by reference from Exhibit 2.1 to the
Company's Registration Statement on Form S-3 filed with the Securities and
Exchange Commission on December 30, 1998 and is hereby incorporated herein by
reference. A copy of the press release announcing the signing of the Combination
Agreement is filed as Exhibit 99.1 and is hereby incorporated herein by
reference.
Page 2
<PAGE> 3
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(b) Pro Forma Financial Information.
The following pro forma financial information is included in
Appendix A hereto and filed herewith:
Pro Forma Combined Financial Statements - Basis of
Presentation
Pro Forma Combined Balance Sheet at October 31, 1998
Pro Forma Combined Statements of Net Earnings:
For the Year Ended January 31, 1998
For the Nine Months Ended October 31, 1998
For the Nine Months Ended November 1, 1997
Notes to Pro Forma Combined Financial Statements
(c) Exhibits.
2.1 - Combination Agreement dated November 18, 1998, by and
between The Men's Wearhouse, Inc., Golden Moores Company,
Moores Retail Group Inc. and the Shareholders of Moores
Retail Group signatory thereto (incorporated by reference
from Exhibit 2.1 to the Company's Registration Statement
on Form S-3 filed with the Securities and Exchange
Commission on December 30, 1998).
4.1 - Registration Rights Agreement dated as of November 18,
1998, by and among The Men's Wearhouse, Inc. and Marpro
Holdings, Inc., MGB Limited Partnership, Capital
D'Amerique CDPQ Inc., Cerberus International, Ltd., Ultra
Cerberus Fund, Ltd., Styx International Ltd., The Long
Horizons Overseas Fund Ltd., The Long Horizons Fund, L.P.
and Styx Partners, L.P. (incorporated by reference from
Exhibit 4.13 to the Company's Registration Statement on
Form S-3 filed with the Securities and Exchange Commission
on December 30, 1998).
99.1 - Press Release of the Company dated November 18, 1998,
announcing the signing of the Combination Agreement.
Page 3
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE MEN'S WEARHOUSE, INC.
Dated: December 30, 1998 /s/ GARY CKODRE
-----------------------------------------
Gary Ckodre
Vice President - Finance
Page 4
<PAGE> 5
APPENDIX A
THE MEN'S WEARHOUSE, INC. AND SUBSIDIARIES
PRO FORMA COMBINED FINANCIAL STATEMENTS
A-1
<PAGE> 6
THE MEN'S WEARHOUSE, INC. AND SUBSIDIARIES
PRO FORMA COMBINED FINANCIAL STATEMENTS
BASIS OF PRESENTATION
(UNAUDITED, IN THOUSANDS)
The unaudited pro forma combined financial statements give effect to the
proposed combination of The Men's Wearhouse, Inc. (Men's Wearhouse) and Moores
Retail Group Inc. (Moores) under the pooling of interests method of accounting.
The unaudited pro forma combined financial statements should be read in
conjunction with the historical consolidated financial statements and the notes
thereto of Men's Wearhouse and of Moores. The unaudited pro forma combined
balance sheet assumes that the proposed combination was consummated on October
31, 1998 and combines the Men's Wearhouse and Moores October 31, 1998
consolidated balance sheets. The unaudited pro forma combined balance sheet
includes adjustments which give effect to events that are directly attributable
to the transaction. The unaudited pro forma combined statements of earnings for
the nine months ended October 31, 1998 and November 1, 1997 and for the year
ended January 31, 1998 assume that the proposed combination was consummated on
February 2, 1997 and have been prepared by combining the historical results of
Men's Wearhouse and Moores for such periods. Moores commenced operations on
December 23, 1996 and reported a net loss of U.S. $96 for the 40 day period from
December 23, 1996 to January 31, 1997. No pro forma combined statements of
earnings have been presented for years prior to fiscal 1997 because the effect
of the proposed combination on such statements is not significant.
Nonrecurring charges totaling $4,927, net of a $219 tax benefit, which
result directly from the transaction and which are expected to be included in
the results of operations of Men's Wearhouse within the twelve months succeeding
the transaction have been excluded from the unaudited pro forma combined
statements of earnings. In addition, an extraordinary charge of approximately
$3,058, net of a $1,534 tax benefit, relating to refinancing certain Moores debt
has not been reflected. The effect of these nonrecurring and extraordinary
charges have, however, been reflected in the pro forma adjustments to retained
earnings in the pro forma combined balance sheet.
The historical consolidated financial statements of Moores included in the
pro forma combined balance sheets and statements of earnings are stated in
United States dollars and have been prepared in accordance with generally
accepted accounting principles in the United States. The exchange rates used in
translating the historical Canadian currency financial statements of Moores
reflect the current exchange rate as of the balance sheet date and the weighted
average exchange rates for the periods presented in the statements of earnings.
The cumulative translation adjustments are reported as a separate component of
shareholders' equity. The historical statements of earnings for Moores included
in the pro forma combined statements of earnings do not reflect earnings per
share data since Moores, as a privately owned company, has not reported such
data.
All share and per share data reflected in the historical Men's Wearhouse
statements of earnings have been adjusted to give effect to a 50% stock dividend
effected on June 2, 1998.
The preparation of unaudited pro forma combined financial statements
requires management to make estimates and assumptions based on information
currently available. The pro forma adjustments made in connection with the
development of the pro forma information are preliminary and have been made
solely for purposes of developing such pro forma information for illustrative
purposes necessary to comply with the disclosure requirements of the Securities
and Exchange Commission. The unaudited pro forma combined financial statements
do not purport to be indicative of the results of operations for future periods
or the combined financial positions or the results that actually would have been
realized had the entities been a single entity during the periods presented.
Under the terms of the proposed combination, Men's Wearhouse will be
required to issue 2,500,000 shares of its common stock to the existing
shareholders and optionholders of Moores. However, depending on the market price
of Men's Wearhouse common stock for a specified period prior to closing, the
number of shares to be issued may increase to a maximum of 2,750,000.
A-2
<PAGE> 7
THE MEN'S WEARHOUSE, INC. AND SUBSIDIARIES
PRO FORMA COMBINED BALANCE SHEET
OCTOBER 31, 1998
(UNAUDITED -- IN THOUSANDS)
<TABLE>
<CAPTION>
AS REPORTED
------------------------------- ADJUSTMENTS ADJUSTED
MEN'S PRO FORMA PRO FORMA FOR PRO FORMA
WEARHOUSE MOORES TOTAL ADJUSTMENTS COMBINED REFINANCING COMBINED
--------- -------- -------- ----------- --------- ----------- ------------
(U.S. $)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
CURRENT ASSETS:
Cash........................ $ 5,910 $ 1,696 $ 7,606 $ $ 7,606 $ $ 7,606
Inventories................. 275,215 38,482 313,697 313,697 313,697
Other current assets........ 13,596 3,057 16,653 16,653 (2) 511 17,164
-------- ------- -------- ------- -------- -------- --------
Total current
assets.............. 294,721 43,235 337,956 337,956 511 338,467
PROPERTY AND EQUIPMENT, NET... 96,434 10,430 106,864 106,864 106,864
OTHER ASSETS, NET............. 24,683 25,109 49,792 (1) (246) 49,546 (2) (2,941) 46,605
-------- ------- -------- ------- -------- -------- --------
TOTAL................. $415,838 $78,774 $494,612 $ (246) $494,366 $ (2,430) $491,936
======== ======= ======== ======= ======== ======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Revolving debt.............. $ $10,521 $ 10,521 $ $ 10,521 (2) $(10,521) $
Current portion of long-term
debt...................... 3,403 3,403 3,403 (2) (3,403)
Accounts payable and accrued
expenses.................. 96,054 14,123 110,177 (1) (314) 109,863 109,863
Income taxes payable........ 837 660 1,497 (1) (219) 1,278 1,278
-------- ------- -------- ------- -------- -------- --------
Total current
liabilities......... 96,891 28,707 125,598 (533) 125,065 (13,924) 111,141
LONG-TERM DEBT................ 32,750 44,672 77,422 (1) 3,912 81,334 (2) 15,575 96,909
OTHER LIABILITIES............. 7,089 264 7,353 7,353 (2) (1,023) 6,330
-------- ------- -------- ------- -------- -------- --------
Total liabilities..... 136,730 73,643 210,373 3,379 213,752 628 214,380
-------- ------- -------- ------- -------- -------- --------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
Preferred stock.............
Common stock................ 348 1,708 2,056 (3) (1,683) 373 373
Capital in excess of par.... 148,264 148,264 (1)(3) 2,985 151,249 151,249
Retained earnings........... 131,490 3,786 135,276 (1) (4,927) 130,349 (2) (3,058) 127,291
-------- ------- -------- ------- -------- -------- --------
Total................. 280,102 5,494 285,596 (3,625) 281,971 (3,058) 278,913
Currency translation
adjustment................ (363) (363) (363) (363)
Treasury stock, at cost..... (994) (994) (994) (994)
-------- ------- -------- ------- -------- -------- --------
Total shareholders'
equity.............. 279,108 5,131 284,239 (3,625) 280,614 (3,058) 277,556
-------- ------- -------- ------- -------- -------- --------
TOTAL................. $415,838 $78,774 $494,612 $ (246) $494,366 $ (2,430) $491,936
======== ======= ======== ======= ======== ======== ========
</TABLE>
See Notes to Pro Forma Combined Financial Statements.
A-3
<PAGE> 8
THE MEN'S WEARHOUSE, INC. AND SUBSIDIARIES
PRO FORMA COMBINED STATEMENT OF EARNINGS
FOR THE YEAR ENDED JANUARY 31, 1998
(UNAUDITED -- IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
AS REPORTED
-------------------------------
MEN'S PRO FORMA PRO FORMA
WEARHOUSE MOORES TOTAL ADJUSTMENTS COMBINED
--------- -------- -------- ----------- ---------
(U.S. $)
<S> <C> <C> <C> <C> <C> <C>
Net sales................................. $631,110 $131,414 $762,524 $762,524
Cost of goods sold, including buying and
occupancy costs......................... 388,517 82,751 471,268 471,268
-------- -------- -------- ---------- --------
Gross margin.............................. 242,593 48,663 291,256 291,256
Selling, general and administrative
expenses................................ 191,063 35,296 226,359 226,359
-------- -------- -------- ---------- --------
Operating income.......................... 51,530 13,367 64,897 64,897
Interest expense, net..................... 2,366 7,234 9,600 9,600
-------- -------- -------- ---------- --------
Earnings before income taxes.............. 49,164 6,133 55,297 55,297
Provision for income taxes................ 20,281 4,065 24,346 24,346
-------- -------- -------- ---------- --------
Net earnings.............................. $ 28,883 $ 2,068 $ 30,951 $ 30,951
======== ======== ======== ========== ========
Assuming issuance of 2,500 shares:
- ------------------------------------------
Net earnings per share --
Basic................................... $ 0.89 $ 0.89 $ 0.89
======== ======== ========
Diluted................................. $ 0.87 $ 0.87 $ 0.87
======== ======== ========
Weighted average shares outstanding --
Basic................................... 32,345 32,345 (4) 2,500 34,845
======== ======== ========== ========
Diluted................................. 35,384 35,384 (4) 2,500 37,884
======== ======== ========== ========
Assuming issuance of 2,750 shares:
- ------------------------------------------
Net earnings per share --
Basic................................... $ 0.89 $ 0.89 $ 0.88
======== ======== ========
Diluted................................. $ 0.87 $ 0.87 $ 0.86
======== ======== ========
Weighted average shares outstanding --
Basic................................... 32,345 32,345 (4) 2,750 35,095
======== ======== ========== ========
Diluted................................. 35,384 35,384 (4) 2,750 38,134
======== ======== ========== ========
</TABLE>
See Notes to Pro Forma Combined Financial Statements.
A-4
<PAGE> 9
THE MEN'S WEARHOUSE, INC. AND SUBSIDIARIES
PRO FORMA COMBINED STATEMENT OF EARNINGS
FOR THE NINE MONTHS ENDED OCTOBER 31, 1998
(UNAUDITED - IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
AS REPORTED
-------------------------------
MEN'S PRO FORMA PRO FORMA
WEARHOUSE MOORES TOTAL ADJUSTMENTS COMBINED
--------- -------- -------- ----------- ---------
(U.S. $)
<S> <C> <C> <C> <C> <C>
Net sales................................. $504,450 $ 94,682 $599,132 $599,132
Cost of goods sold, including buying and
occupancy costs......................... 311,432 59,002 370,434 370,434
-------- -------- -------- ---------- --------
Gross margin.............................. 193,018 35,680 228,698 228,698
Selling, general and administrative
expenses................................ 153,910 25,863 179,773 179,773
-------- -------- -------- ---------- --------
Operating income.......................... 39,108 9,817 48,925 48,925
Interest expense, net..................... 1,674 5,310 6,984 6,984
-------- -------- -------- ---------- --------
Earnings before income taxes.............. 37,434 4,507 41,941 41,941
Provision for income taxes................ 15,442 2,693 18,135 18,135
-------- -------- -------- ---------- --------
Net earnings before extraordinary item.... $ 21,992 $ 1,814 $ 23,806 $ 23,806
======== ======== ======== ========== ========
Assuming issuance of 2,500 shares:
- ------------------------------------------
Net earnings before extraordinary item per
share --
Basic................................... $ 0.66 $ 0.66 $ 0.66
======== ======== ========
Diluted................................. $ 0.64 $ 0.64 $ 0.64
======== ======== ========
Weighted average shares outstanding --
Basic................................... 33,517 33,517 (4) 2,500 36,017
======== ======== ========== ========
Diluted................................. 36,261 36,261 (4) 2,500 38,761
======== ======== ========== ========
Assuming issuance of 2,750 shares:
- ------------------------------------------
Net earnings before extraordinary item per
share --
Basic................................... $ 0.66 $ 0.66 $ 0.66
======== ======== ========
Diluted................................. $ 0.64 $ 0.64 $ 0.64
======== ======== ========
Weighted average shares outstanding --
Basic................................... 33,517 33,517 (4) 2,750 36,267
======== ======== ========== ========
Diluted................................. 36,261 36,261 (4) 2,750 39,011
======== ======== ========== ========
</TABLE>
See Notes to Pro Forma Combined Financial Statements.
A-5
<PAGE> 10
THE MEN'S WEARHOUSE, INC. AND SUBSIDIARIES
PRO FORMA COMBINED STATEMENT OF EARNINGS
FOR THE NINE MONTHS ENDED NOVEMBER 1, 1997
(UNAUDITED -- IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
AS REPORTED
-------------------------------
MEN'S PRO FORMA PRO FORMA
WEARHOUSE MOORES TOTAL ADJUSTMENTS COMBINED
--------- -------- -------- ----------- ---------
(U.S. $)
<S> <C> <C> <C> <C> <C>
Net sales.............................. $410,867 $92,402 $503,269 $503,269
Cost of goods sold, including buying
and occupancy costs.................. 256,104 58,129 314,233 314,233
-------- ------- -------- ----- --------
Gross margin........................... 154,763 34,273 189,036 189,036
Selling, general and administrative
expenses............................. 127,508 24,184 151,692 151,692
-------- ------- -------- ----- --------
Operating income....................... 27,255 10,089 37,344 37,344
Interest expense, net.................. 1,824 5,478 7,302 7,302
-------- ------- -------- ----- --------
Earnings before income taxes........... 25,431 4,611 30,042 30,042
Provision for income taxes............. 10,490 2,550 13,040 13,040
-------- ------- -------- ----- --------
Net earnings........................... $ 14,941 $ 2,061 $ 17,002 $ 17,002
======== ======= ======== ===== ========
Assuming issuance of 2,500 shares:
- ---------------------------------------
Net earnings per share --
Basic................................ $ 0.47 $ 0.47 $ 0.49
======== ======== ========
Diluted.............................. $ 0.47 $ 0.47 $ 0.49
======== ======== ========
Weighted average shares outstanding --
Basic................................ 32,089 32,089 (4)2,500 34,589
======== ======== ===== ========
Diluted.............................. 35,123 35,123 (4)2,500 37,623
======== ======== ===== ========
Assuming issuance of 2,750 shares:
- ---------------------------------------
Net earnings per share --
Basic................................ $ 0.47 $ 0.47 $ 0.49
======== ======== ========
Diluted.............................. $ 0.47 $ 0.47 $ 0.49
======== ======== ========
Weighted average shares outstanding --
Basic................................ 32,089 32,089 (4)2,750 34,839
======== ======== ===== ========
Diluted.............................. 35,123 35,123 (4)2,750 37,873
======== ======== ===== ========
</TABLE>
See Notes to Pro Forma Combined Financial Statements.
A-6
<PAGE> 11
THE MEN'S WEARHOUSE, INC. AND SUBSIDIARIES
NOTES TO PRO FORMA COMBINED FINANCIAL STATEMENTS
(UNAUDITED, IN THOUSANDS)
The pro forma combined financial statements as of October 31, 1998 and for
the nine months ended October 31, 1998 and November 1, 1997 and for the year
ended January 31, 1998 include the following adjustments to reflect the
combination as a pooling of interests and the concurrent debt refinancing:
1. To record the estimated transaction costs to complete the combination of
Men's Wearhouse and Moores under pooling of interests accounting. The
costs, which primarily relate to investment banking fees, professional
fees, contract termination payments and unamortized stock option
compensation expenses, are currently estimated to be approximately $4,927,
net of a tax benefit of $219, and are reflected as a reduction in retained
earnings in the accompanying balance sheet. These costs are not reflected
in the pro forma combined statements of earnings.
2. To adjust the pro forma combined balance sheet for the effects of
refinancing approximately $60 million of existing Moores debt as of October
31, 1998 as follows:
<TABLE>
<S> <C>
Revolving debt refinanced with long-term debt............... $10,521
Current portion of long-term debt refinanced with long-term
debt...................................................... 3,403
Prepayment penalty from early retirement of long-term
debt...................................................... 1,651
-------
Addition to long-term debt.................................. $15,575
=======
Write off of Moores historical deferred financing costs, net
of tax of $907............................................ $ 2,034
Prepayment penalty from early retirement of long-term debt,
net of tax of $627........................................ 1,024
-------
Adjustment to retained earnings............................. $ 3,058
=======
</TABLE>
The effects of the refinancing are not reflected in the pro forma
combined statements of earnings.
3. To adjust common stock and capital in excess of par value to reflect the
issuance of 2,500,000 shares of Men's Wearhouse common stock to Moores
shareholders and optionholders.
4. Pro forma basic earnings per share is computed based on the weighted
average number of common shares outstanding. Pro forma diluted earnings per
share is computed based on the weighted average number of common shares
plus the dilutive impact of options and convertible securities for each
period after giving effect to the combination on a pooling of interests
basis. Pro forma shares and earnings per share data is presented to reflect
the issuance of a minimum of 2,500,000 shares and a maximum of 2,750,000
shares of Men's Wearhouse common stock.
A-7
<PAGE> 12
INDEX TO EXHIBITS
Number Exhibit
------ -------
99.1 Press Release of the Company dated November 18, 1998,
announcing the signing of the Combination Agreement.
<PAGE> 1
EXHIBIT 99.1
MEN'S WEARHOUSE SIGNS DEFINITIVE AGREEMENT
TO ACQUIRE MOORES RETAIL GROUP OF CANADA
FREMONT, Calif. - (BUSINESS WIRE) - November 18, 1998 - Men's Wearhouse, Inc.
(NASDAQ National Market System Symbol: SUIT) said today it has executed a
Definitive Agreement to acquire Moores Retail Group Inc. (Moores), a privately
held retailer which operates 115 men's apparel stores - 107 stores in Canada and
8 stores in the United States and a vertically integrated manufacturing facility
in Montreal, Canada. The retail stores are operated under the name, Moores The
Suit People.
Under the terms of the Agreement, Moores would be merged with a subsidiary of
Men's Wearhouse with shareholders of Moores receiving, based on certain
adjustments, between 2.50 and 2.75 million shares of Men's Wearhouse common
shares for all of the outstanding shares of Moores. In addition, Men's Wearhouse
will assume approximately $90 million (Canadian dollars) in debt of Moores,
which it expects to refinance. The company intends to account for this
transaction as a pooling-of-interest. The proposed merger, which is expected to
be completed by the end of Men's Wearhouse current fiscal year, is expected to
benefit Men's Wearhouse growth strategies.
Moores was founded in 1961 as Golden Brand Clothing and opened its first retail
store in 1980. The company currently operates its men's apparel stores in all of
Canada's ten provinces including Ontario (46 stores); Quebec (22 stores);
British Colombia (13 stores); Alberta (11 stores); Saskatchewan (2 stores);
Manitoba (5 stores); New Brunswick (3 stores); Nova Scotia (3 stores);
Newfoundland (1 store); Prince Edward Island (one store) and eight stores in the
United States in Chicago, Illinois, and Cleveland and Youngstown, Ohio. Moores
employs approximately 2,000 individuals, 1,100 and 900 in its retail and
manufacturing operations, respectively.
For the fiscal year ended January 31, 1998, Moores had sales of approximately
$183 million (Canadian dollars) and generated earnings before interest, taxes,
depreciation, amortization, and non-recurring costs of $25.7 million (Canadian
dollars). Moores' wholly owned subsidiary, Golden Brand Clothing Canada, Ltd.
manufactures tailored apparel primarily for Moore's retail operations. According
to the Canadian Apparel Market Monitor, Moores is the largest retailer of men's
suits and sport coats with approximately 17.6 percent of the retail dollar
market share in Canada. Moores retail stores are principally located in strip or
power shopping centers which offer merchandise at everyday low prices of
approximately 20-30 percent below department stores.
Founded in 1973, Men's Wearhouse is one of the largest specialty retailers of
men's tailored business attire in the United States. The company currently
operates 414 stores in 38 states, including 18 stores in its Value Priced
Clothing division. Men's Wearhouse stores carry a full selection of designer,
brand name and private label suits, sport coats, furnishings and accessories.
The company reported revenues of $631.1 million in fiscal 1997.
<PAGE> 2
For more information on Men's Wearhouse, contact the company on the worldwide
web at www.menswearhouse.com.
This press release contains forward looking information. The forward looking
statements are made pursuant to the Safe Harbor provisions of the Private
Securities Litigation Reform Act of 1995. These forward looking statements
include the company's intent to complete the acquisition of Moores Retail Group,
Inc., and may be significantly impacted by various factors, including
unfavorable local, regional and national economic developments, severe weather
conditions, aggressive advertising or marketing activities of competitors and
other factors described herein and in the company's annual report Form 10-K
filed with the Securities and Exchange Commission for the year ended January 31,
1998 and Form 10-Q for the quarter ended August 1, 1998.
- ---------------------
Contact:
The Men's Wearhouse
Neill Davis, 713/592-7200
