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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): MARCH 3, 1999
THE MEN'S WEARHOUSE, INC.
(Exact name of registrant as specified in charter)
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TEXAS 000-20036 74-1790172
(State of Incorporation) (Commission File No.) (I.R.S. Employer Identification No.)
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5803 GLENMONT DRIVE
HOUSTON, TEXAS 77081
(Address of Principal Executive Offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (713) 592-7200
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ITEM 5. OTHER EVENTS.
On March 3, 1999, The Men's Wearhouse, Inc., a Texas corporation (the
"Company"), entered into an Agreement and Plan of Merger (the "Merger
Agreement") with TMW Combination Company, a Georgia corporation and a wholly
owned subsidiary of the Company ("Combination Company") and K&G Men's Center,
Inc., a Georgia corporation ("K&G"). Under the terms of the Merger Agreement,
Combination Company will be merged with and into K&G, which will result in K&G
becoming a wholly owned subsidiary of the Company. The shareholders of K&G will
receive, based on certain adjustments, between 4.1 and 4.4 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 K&G. The
agreement provides that each share of K&G will be converted into .4 of a share
of Company Common Stock if the price of Company Common Stock is $32.50 or above
for a 15-day trading period prior to closing. If the price is $27.50 or less,
then each share will be converted into .43 of a share of Company Common Stock.
The conversion rate will vary between .4 and .43 if the stock price is between
$32.50 and $27.50 per share. There is no assumption of any significant debt of
K&G and the Company intends to account for the transaction as a pooling of
interest.
The merger is subject to customary terms and conditions, including the
receipt of all required regulatory approvals. Although there can be no
assurance that the merger will close, the Company currently anticipates that
the acquisition will be consummated shortly after the receipt of such
regulatory approvals, the satisfaction of the remaining conditions set forth in
the Merger Agreement, and the approval of the transaction by the shareholders
of K&G.
A copy of the press release announcing the signing of the Merger
Agreement is filed as Exhibit 99.1 and is hereby incorporated herein by
reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
99.1 - Press Release of the Company dated March 4, 1999,
announcing the signing of the Merger Agreement.
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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: March 5, 1999 /s/ GARY CKODRE
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Gary Ckodre
Vice President - Finance
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INDEX TO EXHIBITS
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Exhibit
Number Description
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99.1 Press Release of the Company dated March 4, 1999,
announcing the signing of the Merger Agreement.
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EXHIBIT 99.1
Thursday March 4, 8:38 a.m. Eastern Time
Company Press Release
Men's Wearhouse Signs Merger Agreement
With K&G Men's Center
FREMONT, Calif. and ATLANTA -- (BUSINESS WIRE) -- March 4, 1999 -- Men's
Wearhouse, Inc. (Nasdaq National Market System Symbol: SUIT) and K&G Men's
Center, Inc. (Nasdaq National Market System Symbol: MENS) said today they have
executed a definitive agreement to merge a subsidiary of Men's Wearhouse with
K&G Men's Center, Inc., the operator of 33 men's apparel superstores in 16
states.
Under the terms of the agreement, shareholders of K&G would receive, subject to
certain adjustments, approximately 4.1 to 4.4 million shares of Men's Wearhouse
common stock. The agreement provides that each share of K&G will be converted
into .4 of a share of Men's Wearhouse common stock if the price of The Men's
Wearhouse common stock is $32.50 or above for a 15-day trading period prior to
closing. If the price is $27.50 or less, then each share will be converted into
.43 of a share of Men's Wearhouse common stock. The conversion rate will vary
between .4 and .43 if the stock price is between $32.50 and $27.50 per share.
There is no assumption of any significant debt and Men's Wearhouse intends to
account for this transaction as a pooling-of-interest. The merger is subject to
customary terms and conditions. The companies expect the transaction, which
requires approval of K&G shareholders, to close in the second quarter of fiscal
1999.
Men's Wearhouse plans to integrate its Value Priced Clothing (VPC) Division
into the K&G operations. The VPC Division operates 20 opening-price point
stores in seven cities. The stores are operated under the SuitMax name in Los
Angeles, Houston, Dallas, San Antonio, New Orleans and Atlanta, and as Suit
Warehouse in Detroit. Stephen H. Greenspan, chairman and president of K&G, will
become chief executive officer of the division and join the board of directors
of Men's Wearhouse upon completion of the transaction.
"This transaction will enable us to accelerate our strategic plans for the
expansion of our opening price concept chain", said David Edwab, president of
Men's Wearhouse. "Our objective is to build a strong brand image for these
stores and enhance our presence in this niche of the men's apparel retail
market."
"We are pleased to be a part of The Men's Wearhouse organization and will be
able to aggressively take advantage of our combined operating strengths", said
Greenspan.
Founded in 1973, Men's Wearhouse is one of the largest specialty retailers of
men's tailored clothing in North America. The company currently operates 411
Men's Wearhouse stores in the U.S., 115 Moores stores in Canada and the U.S.
and 20 stores in its Value Priced Clothing Division in the U.S.
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The company reported sales of $767.9 million in fiscal 1998, which does not
include sales from Moores stores since the combination with Moores did not
close until after the end of fiscal 1998.
K&G Men's Center is a superstore retailer of a complete line of men's apparel
and accessories and presently operates 33 stores in 16 states. The company has
stores in Atlanta; Baltimore; Boston; Charlotte; Cincinnati, Cleveland and
Columbus, Ohio; Dallas; Denver; Houston; Indianapolis; Long Island; Los
Angeles; Minneapolis; Philadelphia; Seattle; Washington, D.C.; Kansas City,
Kansas; and Rahway, Cherry Hill and Fairfield, New Jersey. Through the first
nine months of fiscal 1998, the company reported sales of $91.6 million.
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 merger with K&G Men's Center,
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 October 31, 1998.
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Contact:
The Men's Wearhouse
Neill Davis, 713/592-7200
