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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): APRIL 26, 1999
THE MEN'S WEARHOUSE, INC.
(Exact name of registrant as specified in charter)
TEXAS 000-20036 74-1790172
(State of Incorporation) (Commission File No.) (I.R.S. Employer
Identification No.)
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.
As required under the terms of the Combination Agreement dated
November 18, 1998, by and between The Men's Wearhouse, Inc. (the "Company"),
Golden Moores Company, Moores Retail Group Inc. ("Moores") and the shareholders
of Moores, the Company issued a press release on April 26, 1999, which
contained the unaudited combined earnings results for the first nine weeks of
fiscal year 1999. The financial results include previously disclosed one-time
and extraordinary charges related to the Moores combination. The merger related
one-time charges consist of investment banking fees, professional fees and the
closing of overlapping stores and the extraordinary charge relates to the write
off of deferred financing costs and prepayment penalties for the refinancing of
Moores' indebtedness.
A copy of this press release is filed herewith 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 April 26, 1999.
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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: April 26, 1999 /s/ GARY CKODRE
---------------------------------
Gary Ckodre
Vice President - Finance
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
- ------ -------
<S> <C>
99.1 Press Release of the Company dated April 26, 1999.
</TABLE>
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EXHIBIT 99.1
MEN'S WEARHOUSE REPORTS
EARNINGS PER SHARE INCREASE OF 30.0 PERCENT,
BEFORE ONE-TIME AND EXTRAORDINARY CHARGES,
FOR THE NINE WEEKS ENDED APRIL 3, 1999
(FREMONT, CA), April 26, 1999--The Men's Wearhouse (NASDAQ National
Market System Symbol: SUIT) today announced results for the nine weeks ended
April 3, 1999. The company said this interim release of earnings results is
being made pursuant to the terms of its combination agreement with Moores
Retail Group Inc. that closed on February 10, 1999.
For the nine weeks ended April 3, 1999, pro forma net earnings before
extraordinary item increased 47.8 percent to $5.1 million over net earnings of
$3.4 million in the comparable period of fiscal 1998. Pro forma diluted
earnings per share before extraordinary item were $.13 and $.10 in the 1999 and
1998 periods, respectively, an increase of 30 percent. The pro forma amounts
are before one-time and extraordinary charges related to the merger with Moores
Retail Group Inc. The company noted that the merger related one-time charges
consist of investment banking fees, professional fees and the closing of
overlapping stores and the extraordinary charge relates to the write off of
deferred financing costs and prepayment penalties for the refinancing of
Moores' indebtedness.
As previously reported, for the nine weeks ended April 3, 1999, the
company reported sales of $147.0 million, a 13.1 percent increase over sales of
$130.0 million for the nine weeks ended April 3, 1998.
"On the heels of an extraordinary 1998, in which diluted earnings per
share grew 34.5 percent, we have now completed a major merger with Moores
Retail Group Inc. and have announced agreement for another - K&G Men's Center,"
said David Edwab, president of the company. "We believe these transactions will
support our ongoing strategy to be North America's leading specialty retailer
of men's apparel as well as our efforts to maximize shareholder value," he
continued.
As of April 3, 1999, Men's Wearhouse operated 433 stores in 40 states,
including 20 stores in the company's Value Priced Clothing division. This
compares with 402 stores in 38 states, including 29 stores in the company's
Value Priced Clothing division, at April 4, 1998. As of April 3, 1999, Moores
operated 109 stores in Canada and six in the U.S., compared with 104 stores in
Canada and eight in the U.S. at April 4, 1998.
Founded in 1973, Men's Wearhouse is one of North America's largest
specialty retailers of men's tailored business attire. The stores carry a full
selection of designer, brand name and private label suits, sport coats,
furnishings and accessories. The company also operates the second
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largest manufacturing facility of men's suits and sport coats in Canada, with
all production used to supply the Moores stores.
For additional information on Men's Wearhouse, contact the company on
the World Wide 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 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 on Form 10-K
for the year ended January 30, 1999.
# # # #
(See attached tables.)
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THE MEN'S WEARHOUSE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
FOR THE TWO MONTHS ENDED
APRIL 3, 1999 AND APRIL 4, 1998
(In thousands, except per share data)
<TABLE>
<CAPTION>
TWO MONTHS ENDED
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ACTUAL PRO FORMA
1999 1998 1999 (1) 1998
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Net sales $ 147,023 $ 129,968 $ 147,023 $ 129,968
Cost of goods sold, including buying and
occupancy costs 91,390 82,856 91,390 82,856
---------- ---------- ---------- ----------
Gross margin 55,633 47,112 55,633 47,112
Selling, general and administrative expenses 46,351 39,952 46,351 39,952
One-time transaction costs 5,552 -- -- --
Duplicative store closing costs 2,933 -- -- --
---------- ---------- ---------- ----------
Operating income 797 7,160 9,282 7,160
Interest expense, net 638 1,433 638 1,433
---------- ---------- ---------- ----------
Earnings before income taxes 159 5,727 8,644 5,727
Provision for income taxes 2,035 2,289 3,563 2,289
---------- ---------- ---------- ----------
Net earnings (loss) before extraordinary item (1,876) 3,438 $ 5,081 $ 3,438
========== ==========
Extraordinary item - loss on early
extinguishment of debt, net of tax effect 2,912 --
---------- ----------
Net earnings (loss) after extraordinary item $ (4,788) $ 3,438
========== ==========
Earnings (loss) per basic share:
Income (loss) before extraordinary item $ (0.05) $ 0.10 $ 0.14 $ 0.10
========== ==========
Extraordinary item (0.08) --
---------- ----------
Net income (loss) $ (0.13) $ 0.10
========== ==========
Earnings (loss) per diluted share:
Income (loss) before extraordinary item $ (0.05) $ 0.10 $ 0.13 $ 0.10
========== ==========
Extraordinary item (0.08) --
---------- ----------
Net income (loss) $ (0.13) $ 0.10
========== ==========
Weighted average shares outstanding:
Basic 37,372 35,642 37,372 35,642
========== ========== ========== ==========
Diluted 38,071 38,816 38,071 38,816
========== ========== ========== ==========
</TABLE>
(1) PRO FORMA EXCLUDES ONE-TIME TRANSACTION COSTS, DUPLICATIVE STORE CLOSING
COSTS AND EXTRAORDINARY CHARGES ASSOCIATED WITH THE MERGER WITH MOORES
RETAIL GROUP.
