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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 1, 1999
REGISTRATION NUMBER 333-75691
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
THE MEN'S WEARHOUSE, INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
TEXAS 5600 74-1790172
(State or other jurisdiction of (Primary standard industrial (I.R.S. Employer Identification
incorporation or organization) classification code number) Number)
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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) 651-5151
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: NOT
APPLICABLE.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, 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, 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(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier registration statement for the same
offering. [ ]
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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-4, as amended (Reg.
No. 333-75691) (the "Registration Statement"), The Men's Wearhouse, Inc., a
Texas corporation (the "Company"), registered 4,650,000 shares of its common
stock, $.01 par value (the "Common Stock"), having a maximum aggregate offering
price of $100,611,158, in connection with the offer for resale of such shares of
Common Stock as have been or will be issued to the former shareholders of K & G
Men's Center, Inc., a Georgia corporation ("K&G"), in connection with the
closing of the merger of TMW Combination Company, a Georgia corporation and
wholly owned subsidiary of the Company, and K&G on June 1, 1999 (the "Merger").
The Registration Statement was declared effective by the Commission on April 26,
1999.
The Company has determined that 240,936 of the shares of Common Stock
that were registered by the Registration Statement in connection with the Merger
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 240,936 shares of the Company's Common Stock, which will not be
issued in connection with the Merger.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant 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 October 1, 1999.
THE MEN'S WEARHOUSE, INC.
By: /s/ GARY G. CKODRE
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Gary G. Ckodre
Vice President - Finance and Principal
Financial and Accounting Officer
(Principal Financial and Accounting
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.
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Signature Title Date
--------- ----- ----
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* Chairman of the Board, Chief Executive October 1, 1999
- ------------------------------------------- Officer and Director
George Zimmer (Principal Executive Officer)
* President and Director October 1, 1999
- -------------------------------------------
David Edwab
/s/ GARY G. CKODRE Vice President-Finance and Principal October 1, 1999
- ------------------------------------------- Financial and Accounting Officer (Principal
Gary G. Ckodre Financial and Accounting Officer)
* Executive Vice President and Director October 1, 1999
- -------------------------------------------
Richard E. Goldman
* Senior Vice President - Real Estate and October 1, 1999
- ------------------------------------------- Director
Robert E. Zimmer
* Senior Vice President - Merchandising and October 1, 1999
- ------------------------------------------- Director
James E. Zimmer
* Executive Vice President - Planning and October 1, 1999
- ------------------------------------------- Systems and Director
Harry M. Levy
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/s/ STEPHEN H. GREENSPAN Chief Executive Officer - Value Priced October 1, 1999
- ------------------------------------------- Clothing Division and Director
Stephen H. Greenspan
* Director October 1, 1999
- -------------------------------------------
Rinaldo S. Brutoco
* Director October 1, 1999
- -------------------------------------------
Michael L. Ray
* Director October 1, 1999
- -------------------------------------------
Sheldon I. Stein
* By: /s/ GARY G. CKODRE
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Gary G. Ckodre
As Attorney-In-Fact for each
of the persons indicated
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