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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 1, 1999
REGISTRATION NUMBER 333-69979
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
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) 592-7200
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
GARY CKODRE
5803 GLENMONT DRIVE
HOUSTON, TEXAS 77081
(713) 592-7200
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
MICHAEL W. CONLON
FULBRIGHT & JAWORSKI L.L.P.
1301 MCKINNEY, SUITE 5100
HOUSTON, TEXAS 77010
(713) 651-5427
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: NOT
APPLICABLE.
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.
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EXPLANATORY NOTE
Pursuant to its Registration Statement on Form S-3, as amended (Reg.
No. 333-69979) (the "Registration Statement"), The Men's Wearhouse, Inc., a
Texas corporation (the "Company"), registered shares of its common stock, $.01
par value (the "Common Stock"), having a maximum aggregate offering price of
$74,937,500, in connection with the offer for resale of such shares of Common
Stock as have been or will be issued to certain present and future shareholders
of the Company upon the exchange by the holders of the Exchangeable Shares of
Moores Retail Group Inc. which were issued in connection with the closing of
the combination of the Company and Moores Retail Group Inc. on February 10,
1999 (the "Combination"). The Registration Statement was declared effective by
the Commission on February 5, 1999.
The Company has determined that 250,000 of the shares of Common
Stock that were registered by the Registration Statement in connection with the
Combination will remain unissued and can be removed from registration.
Therefore, pursuant to the undertaking made by the Company required
by Item 512(a)(3) of Regulation S-K, the Company files this Post-Effective
Amendment No. 1 to the Registration Statement for the purpose of removing from
registration 250,000 shares of the Company's Common Stock, which will not be
issued in connection with the Combination.
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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
Post-Effective Amendment No. 1 to the Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Houston, State of Texas, on March 1, 1999.
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
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ GEORGE ZIMMER Chairman of the Board, Chief Executive Officer and March 1, 1999
- ---------------------------- Director
George Zimmer (Principal Executive Officer)
* President and Director March 1, 1999
- ----------------------------
David Edwab
/s/ GARY G. CKODRE Vice President-Finance and Principal Financial and March 1, 1999
- ---------------------------- Accounting Officer (Principal Financial and
Gary G. Ckodre Accounting Officer)
* Executive Vice President and Director March 1, 1999
- ----------------------------
Richard E. Goldman
* Senior Vice President - Real Estate and Director March 1, 1999
- ----------------------------
Robert E. Zimmer
* Senior Vice President - Merchandising and Director March 1, 1999
- ----------------------------
James E. Zimmer
* Executive Vice President - Planning and Systems, March 1, 1999
- ---------------------------- Chief Information Officer and Director
Harry M. Levy
* Director March 1, 1999
- ----------------------------
Rinaldo Brutoco
</TABLE>
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<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Director March 1, 1999
- ----------------------------
Michael L. Ray
* Director March 1, 1999
- ----------------------------
Sheldon I. Stein
</TABLE>
* By: /s/ GARY G. CKODRE
--------------------------------
Gary G. Ckodre
As Attorney-In-Fact for each
of the persons indicated
