<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT OF EMPLOYEE STOCK PURCHASE,
SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [FEE REQUIRED]
For the Fiscal Year Ended December 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _____________________ to _____________________
Commission File No. 0-20036
A. Full title of the plan and address of the plan, if different from that
of the issuer named below:
THE MEN'S WEARHOUSE, INC.
401(k) SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive offices:
THE MEN'S WEARHOUSE, INC.
5803 Glenmont Drive
Houston, Texas 77081
<PAGE> 2
THE MEN'S WEARHOUSE, INC.
401(k) SAVINGS PLAN
TABLE OF CONTENTS
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PAGE
<S> <C>
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS AS OF DECEMBER 31, 1998 AND 1997 AND FOR THE YEARS THEN
ENDED:
Statements of Net Assets Available for Benefits 2
Statements of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4
SUPPLEMENTAL SCHEDULES FOR THE YEAR ENDED DECEMBER 31, 1998:
Item 27a - Supplemental Schedule of Assets Held for Investment Purposes 8
Item 27d - Supplemental Schedule of Reportable Transactions 9
</TABLE>
Schedules Omitted
Schedules other than those listed above are omitted because of the absence of
the conditions under which they are required.
<PAGE> 3
INDEPENDENT AUDITORS' REPORT
To the Participants of
The Men's Wearhouse, Inc.
401(k) Savings Plan
Houston, Texas
We have audited the accompanying statements of net assets available for
benefits of The Men's Wearhouse, Inc. 401(k) Savings Plan (the "Plan") as of
December 31, 1998 and 1997, and the related statements of changes in net assets
available for benefits for the years then ended. These financial statements are
the responsibility of the Plan's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31,
1998 and 1997, and the changes in net assets available for benefits for the
years then ended in conformity with generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental schedules
of (1) assets held for investment purposes as of December 31, 1998 and (2)
transactions in excess of five percent of the current value of plan assets for
the year ended December 31, 1998 are presented for the purpose of additional
analysis and are not a required part of the basic financial statements, but are
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. These schedules are the responsibility of the Plan's
management. Such schedules have been subjected to the auditing procedures
applied in our audit of the basic 1998 financial statements and, in our
opinion, are fairly stated in all material respects when considered in relation
to the basic financial statements taken as a whole.
/s/ DELOITTE & TOUCHE LLP
Houston, Texas
June 18, 1999
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<PAGE> 4
THE MEN'S WEARHOUSE, INC.
401(k) SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS,
DECEMBER 31, 1998 AND 1997
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1998 1997
<S> <C> <C>
INVESTMENTS, At estimated fair value:
Mutual Fund Assets:
IDS Cash Management Fund $ 1,084,209 $ 776,452
IDS Bond Fund 751,552 521,393
IDS Mutual Fund 1,634,669 1,370,188
IDS Blue Chip Advantage Fund 2,822,285 2,036,066
IDS New Dimensions Fund 3,747,816 2,535,560
IDS Global Growth Fund 823,935 460,943
IDS Guaranteed Retirement Fund 801,800 696,422
The Men's Wearhouse Pooled Stock Fund 4,655,016 2,392,256
Loans to participants 1,085,926 752,060
------------ ------------
Total investments 17,407,208 11,541,340
------------ ------------
CONTRIBUTIONS RECEIVABLE:
Employee 231,438 122,653
Employer 7,911
------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS $ 17,646,557 $ 11,663,993
------------ ------------
</TABLE>
See notes to financial statements.
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<PAGE> 5
THE MEN'S WEARHOUSE, INC.
401(k) SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1998 1997
<S> <C> <C>
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Investment income:
Net appreciation (depreciation) in fair value of investments $ 2,314,200 $ 1,169,818
Interest and dividends 720,723 775,168
------------ ------------
Total 3,034,923 1,944,986
Employee contributions 4,028,993 2,959,562
Employer contributions 117,453
------------ ------------
Total 4,146,446 2,959,562
------------ ------------
Total additions 7,181,369 4,904,548
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO -
Benefit payments 1,198,805 894,670
------------ ------------
NET INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS 5,982,564 4,009,878
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 11,663,993 7,654,115
------------ ------------
End of year $ 17,646,557 $ 11,663,993
============ ============
</TABLE>
See notes to financial statements.
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<PAGE> 6
THE MEN'S WEARHOUSE, INC.
401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
- -------------------------------------------------------------------------------
1. DESCRIPTION OF PLAN
The following description of The Men's Wearhouse, Inc. 401(k) Savings
Plan (the "Plan") provides only general information. Participants should
refer to the plan and trust agreements for more information.
GENERAL - The Plan is a defined contribution plan that has been amended
and restated effective January 1, 1992 as a separate plan; previously, it
was part of The Men's Wearhouse, Inc. Employee Stock Ownership Plan and
Employees' Savings Plan. The purpose of the Plan is to provide eligible
employees with future retirement benefits through a deferred savings
program. The Plan year ends on December 31. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974 (ERISA)
and subsequent amendments and revisions.
ELIGIBILITY - The Plan provides that all employees of The Men's
Wearhouse, Inc. and subsidiaries (the "Company") become eligible
participants after three months of service.
ADMINISTRATION - The Plan is administered by an advisory committee made
up of four employees, two of whom also serve on the Company's Board of
Directors. The Company pays all administrative expenses of the Plan.
Investments of the Plan are held in trust by American Express Trust
Company, formerly named IDS Bank and Trust (the "Trustee").
CONTRIBUTIONS - Eligible employees may make pre-tax contributions to the
Plan through salary deferrals, up to the amount of the current year
statutory limitations (subject to cost-of-living adjustments). The
Company revised the Plan on April 1, 1998, to include a 5% contribution
by the Company on the first $2,000 salary deferral for all qualified
participants for a maximum $100 contribution per participant per year.
Effective April 1, 1999, the Company revised the Plan to increase the
Company's matching percentage from 5% to 8% on the first $2,000 salary
deferral for all qualified participants.
AUTHORIZED INVESTMENTS - Employee contributions are deposited into a
trust account which is invested by the Trustee based on various
investment options determined by each employee. The Plan provides that
the participants may direct the Trustee with regard to the investment of
their account balances. The investment options available include six
mutual fund investments maintained by the Trustee plus The Men's
Wearhouse Pooled Stock Fund and the IDS Guaranteed Retirement Fund.
VESTING - Employees are always 100% vested in their salary deferral
contribution accounts and their employer contribution accounts.
DISTRIBUTIONS TO PARTICIPANTS - Upon termination of service, a
participant may elect to receive either a lump-sum amount equal to the
value of his or her account, or equal annual installments not to exceed
the life expectancy of the participant or beneficiary. A participant may
also withdraw his or her employee
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<PAGE> 7
contributions to meet certain defined financial hardship needs subject to
approval by the Plan's advisory committee.
LOANS - Plan loans are available to all active Plan participants on a
reasonably equivalent basis. Amounts may not exceed the lesser of $50,000
or one-half of the current value of a participant's vested account
balance. All loans are fully secured by the balance in the participant's
account.
2. SUMMARY OF ACCOUNTING POLICIES
The financial statements are prepared on the accrual basis of accounting.
Investments are reported in the financial statements at their fair market
value as determined by quoted market prices. The preparation of the
financial statements in conformity with generally accepted accounting
principles requires the use of estimates and assumptions that affect
reported amounts. The Plan's financial statements are based on
management's best estimates and judgments. Actual results may differ from
these estimates.
3. PLAN TERMINATION
Although it has not expressed an intent to do so, the Company has the
right under the Plan to terminate the Plan subject to the provisions of
ERISA.
4. TAX STATUS
The Internal Revenue Service has determined and informed the Company by a
letter dated July 10, 1998 that the Plan and related trust are designed
in accordance with applicable sections of the Internal Revenue Code. The
Plan's management believes that the Plan is designed and is currently
being operated in compliance with the applicable requirements of the
Internal Revenue Code.
5. BENEFITS PAYABLE
As of December 31, 1998 and 1997, net assets available for benefits
included benefits of $236,265 and $39,128, respectively, due to
participants who have withdrawn from participation in the Plan.
6. RELATED PARTY TRANSACTIONS
During the years ended December 31, 1998 and 1997, the Plan purchased and
sold shares of the Trustee's mutual fund assets, as shown below:
<TABLE>
<CAPTION>
PURCHASES
----------------------------------------------------------------------
1998 1997
------------------------------ ------------------------------
COST COST
SHARES AMOUNT SHARES AMOUNT
<S> <C> <C> <C>
1,676,720 $5,416,942 1,887,008 $5,329,492
</TABLE>
<TABLE>
<CAPTION>
SALES
- --------------------------------------------------------------------------------------
1998 1997
- ------------------------------------- --------------------------------------
SALES COST SALES COST
SHARES AMOUNT AMOUNT SHARES AMOUNT AMOUNT
<S> <C> <C> <C> <C> <C>
1,209,905 $3,261,562 $2,855,736 1,173,230 $2,323,727 $2,136,267
</TABLE>
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<PAGE> 8
During the years ended December 31, 1998 and 1997, the Plan purchased and
sold shares of The Men's Wearhouse Pooled Stock Fund, as shown below:
<TABLE>
<CAPTION>
PURCHASES
----------------------------------------------------------------------
1998 1997
------------------------------ ------------------------------
COST COST
SHARES AMOUNT SHARES AMOUNT
<S> <C> <C> <C>
146,991 $2,501,315 74,257 $1,072,352
</TABLE>
<TABLE>
<CAPTION>
SALES
- --------------------------------------------------------------------------------------
1998 1997
- ------------------------------------- --------------------------------------
SALES COST SALES COST
SHARES AMOUNT AMOUNT SHARES AMOUNT AMOUNT
<S> <C> <C> <C> <C> <C>
76,753 $1,438,893 $901,028 109,886 $1,543,955 $1,129,625
</TABLE>
7. SUPPLEMENTAL FUND INFORMATION
Contributions, benefit payments and investment income by fund were as
follows for the years ended December 31:
<TABLE>
<CAPTION>
1998 1997
<S> <C> <C>
Contributions:
IDS Cash Management Fund $ 175,585 $ 159,554
IDS Bond Fund 180,469 163,881
IDS Mutual Fund 493,337 347,854
IDS Blue Chip Advantage Fund 873,195 526,996
IDS New Dimensions Fund 918,195 627,164
IDS Global Growth Fund 312,510 213,831
IDS Guaranteed Retirement Fund 273,724 279,116
The Men's Wearhouse Pooled Stock Fund 919,431 641,166
------------ ------------
Total $ 4,146,446 $ 2,959,562
============ ============
Benefit Payments:
IDS Cash Management Fund $ 75,083 $ 98,366
IDS Bond Fund 59,568 37,564
IDS Mutual Fund 95,571 79,048
IDS Blue Chip Advantage Fund 197,524 131,233
IDS New Dimensions Fund 330,690 156,934
IDS Global Growth Fund 66,851 30,286
IDS Guaranteed Retirement Fund 110,208 68,163
The Men's Wearhouse Pooled Stock Fund 196,037 231,776
Loan Fund 67,273 61,300
------------ ------------
Total $ 1,198,805 $ 894,670
============ ============
</TABLE>
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<PAGE> 9
<TABLE>
<CAPTION>
1998 1997
<S> <C> <C>
Investment Income:
IDS Cash Management Fund $ 30,866 $ 26,514
IDS Bond Fund 32,506 46,785
IDS Mutual Fund 132,891 207,513
IDS Blue Chip Advantage Fund 494,207 302,078
IDS New Dimensions Fund 782,827 288,182
IDS Global Growth Fund 137,623 18,713
IDS Guaranteed Retirement Fund 36,800 30,480
The Men's Wearhouse Pooled Stock Fund 1,309,418 978,445
Loans to Participants 77,785 46,276
------------ ------------
Total $ 3,034,923 $ 1,944,986
============ ============
</TABLE>
******
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<PAGE> 10
THE MEN'S WEARHOUSE, INC.
401(k) SAVINGS PLAN
ITEM 27a - SUPPLEMENTAL SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1998
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
NUMBER OF MARKET
DESCRIPTION SHARES COST VALUE
<S> <C> <C> <C>
MUTUAL FUNDS:
IDS Cash Management Fund* 1,084,209 $1,084,209 $ 1,084,209
IDS Bond Fund* 147,104 756,647 751,552
IDS Mutual Fund* 125,512 1,712,435 1,634,669
IDS Blue Chip Advantage Fund* 248,506 2,329,135 2,822,285
IDS New Dimensions Fund* 129,930 2,909,498 3,747,816
IDS Global Growth Fund* 98,864 749,648 823,935
---------- -----------
TOTAL $9,541,572 $10,864,466
---------- -----------
ANNUITIES - IDS Guaranteed Retirement Fund* 801,800 $ 801,800 $ 801,800
---------- -----------
THE MEN'S WEARHOUSE POOLED STOCK FUND* 146,535 $3,534,545 $ 4,655,016
---------- -----------
LOANS TO PARTICIPANTS (1)* $1,085,926 $ 1,085,926
---------- -----------
</TABLE>
* Party-in-interest
(1) Generally five-year installment notes with interest rates ranging from
6.5% to 12.79%.
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<PAGE> 11
THE MEN'S WEARHOUSE, INC.
401(k) SAVINGS PLAN
ITEM 27d - SUPPLEMENTAL SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1998
- -------------------------------------------------------------------------------
Transactions during the year ended December 31, 1998 in excess of 5% of the
fair value of the Plan's total assets as of the beginning of the Plan year are
as follows:
<TABLE>
<CAPTION>
TOTAL TOTAL
NUMBER NUMBER DOLLAR DOLLAR
OF OF VALUE OF VALUE OF NET GAIN
DESCRIPTION PURCHASES SALES PURCHASES SALES OR (LOSS)
<S> <C> <C> <C> <C> <C>
SINGLE TRANSACTIONS -
None
SERIES TRANSACTIONS:
IDS Blue Chip Advantage Fund* 95 116 $ 1,117,810 $ 770,402 $ 141,150
IDS Mutual Fund* 73 108 721,008 373,081 11,800
IDS New Dimensions Fund* 104 110 1,439,165 791,359 228,082
The Men's Wearhouse Pooled
Stock Fund* 137 79 2,501,315 1,438,893 537,865
IDS Cash Management Fund* 140 87 821,836 621,926
IDS Global Growth* 72 85 424,372 159,369 23,090
IDS Guaranteed Retirement Fund* 68 90 516,397 411,019
</TABLE>
* Party-in-interest
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<PAGE> 12
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Advisory Committee of the Men's Wearhouse, Inc. 401(k) Savings Plan has duly
caused this annual report to be signed by the undersigned hereunto duly
authorized.
THE MEN'S WEARHOUSE, INC.
401(k) SAVINGS PLAN
Date: 6/29/1999 /s/ GARY G. CKODRE
--------------------------- -----------------------------
Gary G. Ckodre, Member of
the Advisory Committee
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