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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended May 2, 1998 or
---------------------------------
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
----------------- ---------------
Commission file number 0-20036
THE MEN'S WEARHOUSE, INC.
(Exact Name of Registrant as Specified in its Charter)
Texas 74-1790172
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
5803 Glenmont Drive
Houston, Texas 77081-1701
(Address of Principal Executive Offices) (Zip Code)
(713) 592-7200
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X]. No [ ].
The number of shares of Common Stock of the Registrant outstanding, par
value $.01 per share, outstanding at June 10, 1998 was 22,168,131.
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REPORT INDEX
<TABLE>
<CAPTION>
PART AND ITEM NO. PAGE NO.
- ----------------- --------
PART I - Financial Information
<S> <C>
Item 1 - Financial Statements
General Information...................................................................... 1
Consolidated Balance Sheets as of May 3, 1997 (unaudited), May 2, 1998 (unaudited)
and January 31, 1998................................................................... 2
Consolidated Statements of Earnings for the Three Months Ended May 3, 1997 (unaudited)
and May 2, 1998 (unaudited)............................................................ 3
Consolidated Statements of Cash Flows for the Three Months Ended May 3, 1997
(unaudited) and May 2, 1998 (unaudited)............................................... 4
Item 2 - Management's Discussion and Analysis of Financial Condition and Results
of Operations.......................................................................... 7
PART II - Other Information
Item 6 - Exhibits and Reports on Form 8-K................................................ 10
</TABLE>
<PAGE> 3
PART I, FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
GENERAL INFORMATION
The Consolidated Financial Statements herein have been prepared by the
Company without audit, pursuant to the rules and regulations of the Securities
and Exchange Commission (the "SEC"). As applicable under such regulations,
certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted. The Company believes that the presentation and
disclosures herein are adequate to make the information not misleading, and the
financial statements reflect all elimination entries and normal adjustments
which are necessary for a fair statement of the results for the three months
ended May 3, 1997 and May 2, 1998.
Operating results for interim periods are not necessarily indicative of
the results for full years. It is suggested that these consolidated financial
statements be read in conjunction with the consolidated financial statements for
the year ended January 31, 1998 and the related notes thereto included in the
Company's 1997 Annual Report on Form 10-K filed with the SEC.
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THE MEN'S WEARHOUSE, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands)
<TABLE>
<CAPTION>
May 3, May 2, January 31,
1997 1998 1998
------------ ------------ ------------
(Unaudited) (Unaudited) (Audited)
<S> <C> <C> <C>
ASSETS
CURRENT ASSETS:
Cash $ 26,215 $ 33,181 $ 59,883
Inventories 183,679 235,509 203,390
Other current assets 10,087 13,092 14,297
------------ ------------ ------------
Total current assets 219,981 281,782 277,570
------------ ------------ ------------
PROPERTY AND EQUIPMENT, NET 74,002 87,709 81,266
OTHER ASSETS 17,607 26,825 20,579
------------ ------------ ------------
Total assets $ 311,590 $ 396,316 $ 379,415
============ ============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 59,509 $ 71,897 $ 51,817
Accrued expenses 19,886 25,930 33,408
Income taxes payable 2,992 5,435 9,765
Other current liabilities 284 -- 19
------------ ------------ ------------
Total current liabilities 82,671 103,262 95,009
LONG-TERM DEBT 57,500 57,500 57,500
OTHER LIABILITIES 7,157 6,858 6,858
SHAREHOLDERS' EQUITY:
Common Stock 210 221 221
Capital in excess of par 79,061 111,634 109,969
Retained earnings 85,332 116,917 110,199
------------ ------------ ------------
164,603 228,772 220,389
Less:
Treasury stock, at cost (341) (76) (341)
------------ ------------ ------------
Total shareholders' equity 164,262 228,696 220,048
------------ ------------ ------------
Total liabilities and shareholders' equity $ 311,590 $ 396,316 $ 379,415
============ ============ ============
</TABLE>
See Notes to Consolidated Financial Statements.
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THE MEN'S WEARHOUSE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited)
(In thousands, except per share data)
<TABLE>
<CAPTION>
For the Quarter Ended
---------------------
May 3, May 2,
1997 1998
--------- ---------
<S> <C> <C>
Net Sales $130,621 $170,850
Cost of goods sold, including buying and
occupancy costs 82,188 107,005
-------- --------
Gross Margin 48,433 63,845
Selling, general and administrative expenses 41,071 52,012
-------- --------
Operating income 7,362 11,833
Interest expense (net of interest income of $313 and $540
in 1997 and 1998, respectively) 527 399
-------- --------
Earnings before income taxes 6,835 11,434
Provision for income taxes 2,819 4,716
-------- --------
Net earnings $ 4,016 $ 6,718
======== ========
Net earnings per share:
Basic $ 0.19 $ 0.30
======== ========
Diluted $ 0.19 $ 0.30
======== ========
Weighted average shares outstanding:
Basic 20,983 22,110
======== ========
Diluted 21,248 24,249
======== ========
</TABLE>
See Notes to Consolidated Financial Statements.
3
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THE MEN'S WEARHOUSE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)
<TABLE>
<CAPTION>
For the Quarter Ended
---------------------
May 3, May 2,
1997 1998
-------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings $ 4,016 $ 6,718
Adjustments to reconcile net earnings to
net cash provided by operating activities:
Depreciation and amortization 3,617 4,956
Increase in inventories (19,539) (32,119)
(Increase) decrease in other assets (762) 1,205
Increase in accounts payable and accrued expenses 17,564 14,118
Decrease in income taxes payable (4,420) (4,109)
Decrease in other liabilities (225) (16)
-------- --------
Net cash provided by (used in) operating activities 251 (9,247)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (7,325) (11,149)
Investment in trademark, tradenames and other intangibles -- (6,497)
-------- --------
Net cash used in investing activities (7,325) (17,646)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments under capital lease obligations (158) (19)
Exercise of stock options 390 480
Option shares relinquished for tax obligations (1,056) (270)
-------- --------
Net cash provided by (used in) financing activities (824) 191
-------- --------
DECREASE IN CASH (7,898) (26,702)
CASH, beginning of period 34,113 59,883
-------- --------
CASH, end of period $ 26,215 $ 33,181
======== ========
</TABLE>
See Notes to Consolidated Financial Statements.
4
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THE MEN'S WEARHOUSE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. SIGNIFICANT ACCOUNTING POLICIES--
The Consolidated Financial Statements include the accounts of The Men's
Wearhouse, Inc. and its subsidiaries (the "Company"). There have been no
significant changes in the accounting policies of the Company during the periods
presented. For a description of these policies, see Note 1 of Notes to
Consolidated Financial Statements in the Company's Annual Report on Form 10-K
for the year ended January 31, 1998.
2. EARNINGS PER SHARE--
During 1997, the Company adopted SFAS No. 128, "Earnings per Share." The
statement requires a dual presentation of basic and diluted earnings per share
("EPS") data and restatement of all prior period EPS. Basic EPS is computed
using the weighted average number of common shares outstanding during the period
and net earnings. Diluted EPS gives effect to the potential dilution which would
have occurred if additional shares were issued for (i) stock options exercised
under the treasury stock method and (ii) conversion of the convertible debt,
with net earnings adjusted for interest expense associated with the convertible
debt. The following table reconciles the earnings and shares used in the basic
and diluted EPS computations (in thousands, except per share amounts):
<TABLE>
<CAPTION>
FOR THE QUARTER ENDED
------------------------
MAY 3, 1997 MAY 2, 1998
----------- -----------
<S> <C> <C>
Basic EPS:
Net earnings $ 4,016 $ 6,718
========== ==========
Weighted average number of Common shares outstanding 20,983 22,110
========== ==========
Basic EPS $ 0.19 $ 0.30
========== ==========
Diluted EPS:
Net earnings $ 4,016 $ 6,718
Interest on Notes, net of taxes -- 486
---------- ----------
As adjusted $ 4,016 $ 7,204
========== ==========
Weighted average number of Common shares outstanding 20,983 22,110
Assumed exercise of stock options 265 454
Assumed conversion of Notes -- 1,685
---------- ----------
As adjusted 21,248 24,249
========== ==========
Diluted EPS $ 0.19 $ 0.30
========== ==========
</TABLE>
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3. SUPPLEMENTAL FINANCIAL INFORMATION --
Supplemental Cash Flow information (in thousands):
<TABLE>
<CAPTION>
FOR THE QUARTER ENDED
---------------------------
MAY 3, 1997 MAY 2, 1998
------------ ------------
<S> <C> <C>
Cash paid during the period for:
Interest $ 1,572 $ 1,567
============ ============
Income taxes $ 7,238 $ 8,817
============ ============
Non-cash investing and financing activities:
Additional paid in capital resulting from tax benefit
recognized upon exercise of stock options $ 782 $ 229
============ ============
Treasury stock issued to employee stock ownership plan $ 1,000 $ 1,500
============ ============
</TABLE>
4. SUBSEQUENT EVENT--
On June 2, 1998, the Company's Board of Directors declared a three-for-two
common stock split. The stock split will be distributed in the form of a 50%
stock dividend on June 19, 1998 to shareholders of record as of June 12, 1998.
Share and per share information included in the accompanying consolidated
financial statements has not been restated to reflect the stock split.
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ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
For supplemental information, it is suggested that "Management's
Discussion and Analysis of Financial Condition and Results of Operations" be
read in conjunction with the corresponding section included in the Company's
Annual Report on Form 10-K for the year ended January 31, 1998. References
herein to years are to the Company's 52-week or 53-week fiscal year which ends
on the Saturday nearest January 31 in the following calendar year. For example,
references to "1998" mean the fiscal year ending January 30, 1999.
In large part, changes in net sales and operating results are impacted
by the number of stores operating during the fiscal period. The following table
presents information with respect to stores in operation during each of the
respective fiscal periods.
<TABLE>
<CAPTION>
FOR THE QUARTER ENDED FISCAL YEAR ENDED
---------------------------- -----------------
MAY 3, 1997 MAY 2, 1998 JANUARY 31, 1998
----------- ----------- -----------------
<S> <C> <C> <C>
Stores open at beginning of period 345 396 345
Opened 15 5 50
Acquired -- 4 6
Closed (1) (3) (5)
---- ---- ----
Stores open at end of period 359 402 396
==== ==== ====
</TABLE>
RESULTS OF OPERATIONS
The Company's net sales increased $40.2 million, or 30.8%, to $170.9 million
for the quarter ended May 2, 1998 due primarily to sales resulting from the
increased number of stores and increased sales at existing stores. Comparable
store sales (which are 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) increased 15.3% from the same prior year quarter. The comparable
store sales increase for the first three months of 1998 does not include sales
from stores acquired in the last three quarters of 1997 and the first quarter of
1998. These acquired stores accounted for $7.3 million of the sales increase.
Gross margin increased to $63.8 million in the first quarter of 1998 which
was a 31.8% increase from the same prior year quarter. As a percentage of sales,
gross margin increased from 37.1% in the first quarter of 1997 to 37.4% in the
first quarter of 1998. This increase in gross margin predominantly resulted from
a decrease in occupancy costs as a percentage of sales in traditional Men's
Wearhouse stores. The decline in occupancy costs was offset, in part, by the
lower product margin realized at Value Priced Clothing, Inc. ("VPC").
Selling, general and administrative ("SG&A") expenses decreased as a
percentage of sales from 31.4% for the quarter ended May 3, 1997 to 30.4% for
the quarter ended May 2, 1998, while SG&A expenditures increased by $10.9
million to $52.0 million. On an absolute dollar basis, the principal components
of SG&A expenses increased primarily due to the Company's growth. The decrease
in SG&A expenses as a percentage of sales was related primarily to the
operations of VPC stores, which have lower operating costs than traditional
stores, and the impact of traditional store comparable sales increases.
Advertising expense decreased from 6.5% to 6.3% of net sales, store salaries
decreased from 12.5% to 11.6% of net sales and other SG&A expenses increased
slightly from 12.4% to 12.5% of net sales.
Interest expense, net of interest income, decreased from $0.5 million in the
first quarter of 1997 to $0.4 million in the first quarter of 1998. Weighted
average borrowings outstanding decreased $0.4 million from the prior year to
$57.5 million in the first quarter of 1998, while the weighted average interest
rate on outstanding indebtedness increased from 6.1% to 6.5%. This increase was
due to higher commitment fees related to increased borrowing availability and
other costs associated with the new revolving credit agreement. Interest expense
associated with the 5 1/4% Convertible Subordinated Notes was offset by
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interest income of $0.3 million for the first quarter 1997 and $0.5 million for
the first quarter of 1998 resulting from the investment of excess cash.
The Company's effective income tax rate for the quarter ended May 2, 1998 was
41.3% and remained unchanged from the same prior year quarter. The effective tax
rate was higher than the statutory federal rate of 35% primarily due to the
effect of state income taxes and the nondeductibility of a portion of meal and
entertainment expenses.
LIQUIDITY AND CAPITAL RESOURCES
Net cash provided by operating activities was $0.3 million in the first
quarter of 1997 while net cash used in operating activities was $9.2 million in
the first quarter of 1998. These amounts primarily represent net earnings plus
depreciation and amortization and increases in current liabilities, offset by
increases in inventories. Inventories increased $19.5 million and $32.1 million
for the quarters ended May 3, 1997 and May 2, 1998, respectively. The increase
for the first quarter of 1998 primarily resulted from seasonal inventory buildup
and the addition of inventory for new and/or acquired stores and stores expected
to be opened in the following quarter.
Working capital was $178.5 million at May 2, 1998, which is slightly down
from $182.6 million at January 31, 1998 and up significantly from $137.3 million
at May 3, 1997. 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.
Cash used in investing activities was $7.3 million and $17.6 million in
the first three months of 1997 and 1998, respectively. For the three months
ended May 2, 1998, cash used in investing activities was primarily comprised of
capital expenditures of $11.1 million related to the enterprise-wide project to
upgrade the Company's information technology infrastructure, new stores opened
during the quarter or under construction at the end of the quarter and the
construction of the new distribution center. In addition, $6.5 million of cash
was used in the first quarter of 1998 to purchase trademarks and other
intangible assets associated with an acquisition.
In July 1997, the Company issued 1,000,000 shares of Common Stock for net
proceeds of $30.0 million. The Company used the proceeds from such offering to
fund its continued expansion and upgrade its information technology
infrastructure. The remaining cash has been invested in short-term securities
and will be used to fund the Company's continued expansion and to upgrade its
information technology, with any remaining proceeds used to minimize
indebtedness under the Company's credit agreement.
In June 1997, the Company entered into a new revolving credit agreement
with its bank group (the "Credit Agreement") which replaced a previously
existing credit facility. The Credit Agreement provides for borrowing of up to
$125 million through April 30, 2002. As of May 2, 1998, 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 the requirement to maintain a minimum amount of
Consolidated Net Worth (as defined). 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, Restrictive
Payments (as defined) and Investments (as defined). 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.
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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.
In connection with the Company's direct sourcing program, the Company may
enter into purchase commitments that are denominated in a foreign currency. The
Company generally enters into forward exchange contracts to reduce the risk of
currency fluctuations related to such commitments. The majority of the forward
exchange contracts are with one financial institution. Therefore, the Company is
exposed to credit risk in the event of nonperformance by this party. However,
due to the creditworthiness of this major financial institution, full
performance is anticipated. The Company may also be exposed to market risk as a
result of changes in foreign exchange rates. This market risk should be
substantially offset by changes in the valuation of the underlying transactions
being hedged.
NEW ACCOUNTING PRONOUNCEMENTS
In June 1997, the Financial Accounting Standards Board issued Statement No.
130, "Reporting Comprehensive Income" ("SFAS 130"), which established standards
for the reporting and display of comprehensive income and its components, and
was effective for fiscal years beginning after December 15, 1997. Although SFAS
130 was not applicable to the Company during the first quarter of 1998, the
Company will comply with the reporting requirements if and when necessary.
YEAR 2000
In mid-1997, the Company commenced an enterprise-wide project to upgrade
its information technology, which is designed to increase the efficiency and
the future productivity of its operations. In completing these modifications,
the Company expects to achieve Year 2000 date conversion compliance. Capital
expenditures related to the project are anticipated to be between approximately
$12.0 million and $20.0 million. The amount of expenditures related
specifically to Year 2000 date conversion compliance are not separable from this
amount. The Company expects that all of its business systems will be Year 2000
compliant by mid-1999. The Company does not anticipate that the cost will have
a material effect on the Company's consolidated financial position or results
of operations in any given year. However, no assurances can be given that the
Company will be able to completely identify or address all Year 2000 compliance
issues, or that third parties with whom the Company does business will not
experience system failures as a result of the Year 2000 issue, nor can the
Company fully predict the consequences of noncompliance.
FORWARD-LOOKING STATEMENTS
Certain statements made herein 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
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 Management's Discussion and Analysis of
Financial Condition and Results of Operations section and other sections of the
Company's filings with the Securities and Exchange Commission under the
Securities Exchange Act of 1934 and the Securities Act of 1933.
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.
9
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PART II
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT INDEX
------- -------------
<S> <C>
3.1 -- Restated Articles of Incorporation (incorporated by
reference from Exhibit 3.1 to the Company's Quarterly
Report on Form 10-Q for the quarter ended July 30, 1994).
3.2 -- By-laws, as amended (incorporated by reference from
Exhibit 3.2 to the Company's Annual Report of 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 (included as Exhibit 3.2).
4.3 -- Form of Common Stock certificate (incorporated by
reference from Exhibit 4.3 to the Company'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
Company'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 Company'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
Company'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
Company'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 Company'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 Company's Quarterly Report on Form 10-Q
for the quarter ended May 4, 1996).
</TABLE>
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4.12 -- Revolving Credit Agreement dated as of June 2, 1997, by
and among The Company and NationsBank of Texas N.A. and
the Banks listed therein, including form of Revolving Note
(incorporated by reference from Exhibit 4.1 to the
Company's Quarterly Report on Form 10-Q for the quarter
ended May 3, 1997).
4.13 -- The Men's Wearhouse, Inc. Employee Stock Discount Plan
(incorporated by reference from Exhibit 4.13 to the
Company's Registration Statement on Form S-8 (Registration
No. 333-53623)).
10.1 -- Employment Agreement dated as of January 31, 1991,
including the First Amendment thereto dated as of
September 30, 1991 by and between the Company and David H.
Edwab (included as Exhibit 4.4).
10.2 -- 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 (included as
Exhibit 4.5).
10.3 -- 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).
10.4 -- Option Issuance Agreement dated as of September 30,
1991, by and between the Company and David H. Edwab
(included as Exhibit 4.7).
10.5 -- First Amendment to Option Issuance Agreement dated
April 22, 1992, but effective as of September 30, 1991
(included as Exhibit 4.8).
10.6 -- Second Amendment to Option Issuance Agreement dated
effective as of January 1, 1993 (included as Exhibit 4.9).
10.7 -- 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).
10.8 -- 1992 Stock Option Plan (incorporated by reference from
Exhibit 10.5 to the Company's Registration Statement on
Form S-1 (Registration No. 33-45949)).
10.9 -- First Amendment to 1992 Stock Option Plan (incorporated
by Reference from Exhibit 10.9 to the Company's
Registration Statement on Form S-1 (Registration No.
33-60516)).
10.10 -- Non-Employee Director Stock Option Plan (incorporated
by reference from Exhibit 10.7 to the Company's
Registration Statement on Form S-1 (Registration No.
33-45949)).
10.11 -- First Amendment to Non-Employee Director Stock Option
Plan (incorporated by reference from Exhibit 10.16 to the
Company's Registration Statement on Form S-1 (Registration
No. 33-45949)).
10.12 -- Commercial Lease dated September 1, 1995, by and
between the Company and Zig Zag, A Joint Venture
(incorporated by reference from Exhibit 10.1 to the
Company's Quarterly Report on Form 10-Q for the quarter
ended May 4, 1996).
10.13 -- Commercial Lease dated April 5, 1989, by and between
the Company and Preston Road Partnership (incorporated by
reference from Exhibit 10.10 to the Company's Registration
Statement on Form S-1 (Registration No. 33-45949)).
10.14 -- Stock Agreement dated as of March 23, 1992, between the
Company and George Zimmer (incorporated by reference from
Exhibit 10.13 to the Company's Registration Statement on
Form S-1 (Registration No. 33-45949)).
10.15 -- Split-Dollar Agreement and related Split-Dollar
Collateral Assignment dated November 25, 1994 between the
Company, George Zimmer and David Edwab, Co-Trustee of the
Zimmer 1994 Irrevocable Trust (incorporated by reference
to Exhibit 10.20 to the Company's Annual Report on Form
10-K for the fiscal year ended January 28, 1995).
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10.16 -- 1996 Stock Option Plan (incorporated by reference from
Exhibit 10.2 to the Company's Quarterly Report on Form
10-Q for the Quarter ended August 3, 1996).
10.17 -- Second Amendment to Non-Employee Director Stock Option
Plan (incorporated by reference from Exhibit 10.3 to the
Company's Quarterly Report on Form 10-Q for the quarter
ended August 3, 1996).
10.18 -- 1998 Key Employee Stock Option Plan (incorporated by
reference from Exhibit 10.18 to the Company's Annual
Report on Form 10-K for the fiscal year ended January 31,
1998).
27.1 -- Financial Data Schedule (Filed herewith).
(b) Reports on Form 8-K.
None.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant, The Men's Wearhouse, Inc., has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
THE MEN'S WEARHOUSE, INC.
Dated: June 15, 1998
By /s/ DAVID H. EDWAB
-----------------------------------
David H. Edwab
President
By /s/ GARY G. CKODRE
------------------------------------
Gary G. Ckodre
Vice President - Finance and Principal Financial
and Accounting Officer
13
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0
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