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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No.1
to
FORM 10-Q
On Form 10-Q/A
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended May 1, 1999 or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________
Commission file number 0-20036
THE MEN'S WEARHOUSE, INC.
(Exact Name of Registrant as Specified in its Charter)
Texas 74-1790172
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
5803 Glenmont Drive
Houston, Texas 77081-1701
(Address of Principal Executive Offices) (Zip Code)
(713) 592-7200
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [X]. No [ ].
The number of shares of common stock of the Registrant outstanding, par
value $.01 per share, outstanding at June 11, 1999 was 39,708,690. In
addition, there were 2,162,874 Exchangeable Shares outstanding at June 11,
1999.
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PART II
Explanatory Note: The Men's Wearhouse, Inc. files this Amendment No. 1
on Form 10-Q/A to the Quarterly Report on Form 10-Q for the quarter ended
May 1, 1999, to refile the Financial Data Schedule.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
Exhibit
Number Exhibit Index
2.1 -- Combination Agreement dated November 18, 1998, by and
between The Men's Wearhouse, Inc., Golden Moores
Company, Moores Retail Group Inc. and the Shareholders
of Moores Retail Group Inc. signatory thereto.
(incorporated by reference from Exhibit 2.1 to the
Company's Registration Statement on Form S-3
(Registration No. 333-69979)).
2.2 -- Agreement and Plan of Merger dated March 3, 1999,
by and between The Men's Wearhouse, Inc., TMW
Combination Company and K&G Men's Center, Inc.
(incorporated by reference from Exhibit 2.2 to the
Company's Annual Report on Form 10-K for the fiscal
year ended January 30, 1999).
2.3 -- Amendment No. 1 to Agreement and Plan of Merger
dated March 30, 1999 by and between The Men's Wearhouse,
Inc., TMW Combination Company and K&G Men's Center, Inc.
(incorporated by reference from Exhibit 2.3 to the
Company's Annual Report on Form 10-K for the fiscal year
ended January 30, 1999).
4.1 -- Registration Rights Agreement dated as of November 18,
1998, by and among The Men's Wearhouse, Inc. and Marpro
Holdings, Inc., MGB Limited Partnership, Capital
D'Amerique CDPQ Inc., Cerberus International, Ltd.,
Ultra Cerberus Fund, Ltd., Styx International Ltd., The
Long Horizons Overseas Fund Ltd., The Long Horizons
Fund, L.P. and Styx Partners, L.P. (incorporated by
reference from Exhibit 4.13 to the Company's Registration
Statement on Form S-3 (Registration No. 333-69979)).
4.2 -- Support Agreement dated February 10, 1999, between The
Men's Wearhouse, Inc., Golden Moores Company, Moores
Retail Group Inc. and Marpro Holdings, Inc., MGB Limited
Partnership, Capital D'Amerique CDPQ Inc., Cerberus
International, Ltd., Ultra Cerberus Fund, Ltd., Styx
International Ltd., The Long Horizons Overseas Fund
Ltd., The Long Horizons Fund, L.P. and Styx Partners,
L.P. (incorporated by reference from Exhibit 4.2 to the
Company's Current Report on Form 8-K (Registration No.
333-72549)).
4.3 -- Revolving Credit Agreement dated as of February 5, 1999,
by and among the Company and NationsBank of Texas N.A.
and the Banks listed therein, including form of
Revolving Note. (incorporated by reference from Exhibit
2.2 to the Company's Annual Report on Form 10-K for the
fiscal year ended January 30, 1999).
4.4 -- Term Credit Agreement dated as of February 5, 1999, by
and among the Company, certain subsidiaries of the
Company and NationsBank of Texas N.A. and the Banks
listed therein, including form of Term Note.
(incorporated by reference from Exhibit 4.14 to the
Company's Annual Report on Form 10-K for the fiscal year
ended January 30, 1999). 4.5 -- Revolving Credit
Agreement dated as of February 10, 1999, by and among
the Company, certain subsidiaries of the Company and Bank
of America Canada and the Banks listed therein, including
form of Revolving Note. (incorporated by reference from
Exhibit 4.15 to the Company's Annual Report on Form 10-K
for the fiscal year ended January 30, 1999).
9.1 -- Voting Trust Agreement dated February 10, 1999, by and
between The Men's Wearhouse, Inc., Golden Moores Company,
Moores Retail Group Inc. and The Trust Company of Bank of
Montreal (incorporated by reference from Exhibit 9.1 to
the Company's Current Report on Form 8-K (Registration
No. 333-72579)).
10.1 -- Amended and Restated Employment
Agreement dated as of June 1, 1999, by and between K&G
Men's Center, Inc. and Stephen H. Greenspan (incorporated
by reference from Exhibit 10.1 of the Company's Current
Report on Form 8-K dated June 11, 1999).
27.1 -- Financial Data Schedule. (Previously filed).
27.2 -- Restated Financial Data Schedule for the first, second
and third quarters in fiscal year 1997 and for fiscal
year 1997. (Filed herewith).
27.3 -- Restated Financial Data Schedule for the first, second
and third quarters in fiscal year 1998 and for fiscal
year 1998. (Filed herewith).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant, The Men's Wearhouse, Inc., has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
Dated: June 16, 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
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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27.2 Restated Financial Data Schedule for the first, second
and third quarters in fiscal year 1997 and for fiscal
year 1997. (Filed herewith).
27.3 Restated Financial Data Schedule for the first, second
and third quarters in fiscal year 1998 and for fiscal
year 1998. (filed herewith).
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE HISTORICAL RESULTS OF MOORES FOR FISCAL 1996 HAVE NOT BEEN COMBINED WITH THE
COMPANY'S FISCAL 1996 HISTORICAL RESULTS AS MOORES COMMENCED OPERATIONS ON
DECEMBER 23, 1996 AND ITS REPORTED NET LOSS OF $0.1 MILLION FOR THE 40 DAY
PERIOD FROM DECEMBER 23, 1996 TO JANUARY 31, 1997 IS NOT SIGNIFICANT.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C> <C> <C> <C>
<PERIOD-TYPE> 12-MOS 3-MOS 6-MOS 9-MOS
<FISCAL-YEAR-END> JAN-31-1998 JAN-31-1998 JAN-31-1998 JAN-31-1998
<PERIOD-START> FEB-02-1997 FEB-02-1997 FEB-02-1997 FEB-02-1997
<PERIOD-END> JAN-31-1998 MAY-03-1997 AUG-02-1997 NOV-01-1997
<CASH> 59,937 26,908 27,913 23,996
<SECURITIES> 0 0 0 0
<RECEIVABLES> 0 0 0 0
<ALLOWANCES> 0 0 0 0
<INVENTORY> 236,574 218,810 240,261 269,435
<CURRENT-ASSETS> 313,518 259,316 281,682 307,170
<PP&E> 156,690 138,997 144,810 152,976
<DEPRECIATION> 66,391 56,442 60,652 64,829
<TOTAL-ASSETS> 452,440 390,403 416,469 444,014
<CURRENT-LIABILITIES> 114,167 107,359 94,452 117,123
<BONDS> 107,595 110,009 111,735 109,908
0 0 0 0
0 0 0 0
<COMMON> 221 210 220 221
<OTHER-SE> 223,319 165,376 202,568 209,200
<TOTAL-LIABILITY-AND-EQUITY> 452,440 390,403 416,469 444,014
<SALES> 762,524 154,749 323,448 503,269
<TOTAL-REVENUES> 762,524 154,749 323,448 503,269
<CGS> 471,268 98,231 202,640 314,233
<TOTAL-COSTS> 471,268 98,231 202,640 314,233
<OTHER-EXPENSES> 226,359 47,692 97,367 151,692
<LOSS-PROVISION> 0 0 0 0
<INTEREST-EXPENSE> 9,600 2,303 4,800 7,302
<INCOME-PRETAX> 55,297 6,523 18,641 30,042
<INCOME-TAX> 24,346 2,765 7,960 13,040
<INCOME-CONTINUING> 30,951 3,758 10,681 17,002
<DISCONTINUED> 0 0 0 0
<EXTRAORDINARY> 0 0 0 0
<CHANGES> 0 0 0 0
<NET-INCOME> 30,951 3,758 10,681 17,002
<EPS-BASIC> 0.89 0.11 0.31 0.49
<EPS-DILUTED> 0.87 0.11 0.31 0.49
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE HISTORICAL RESULTS OF MOORES FOR FISCAL 1996 HAVE NOT BEEN COMBINED WITH THE
COMPANY'S FISCAL 1996 HISTORICAL RESULTS AS MOORES COMMENCED OPERATIONS ON
DECEMBER 23, 1996 AND ITS REPORTED NET LOSS OF $0.1 MILLION FOR THE 40 DAY
PERIOD FROM DECEMBER 23, 1996 TO JANUARY 31, 1997 IS NOT SIGNIFICANT.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C> <C> <C> <C>
<PERIOD-TYPE> 12-MOS 3-MOS 6-MOS 9-MOS
<FISCAL-YEAR-END> JAN-30-1999 JAN-30-1999 JAN-30-1999 JAN-30-1999
<PERIOD-START> FEB-01-1998 FEB-01-1998 FEB-01-1998 FEB-01-1998
<PERIOD-END> JAN-30-1999 JAN-30-1999 JAN-30-1999 JAN-30-1999
<CASH> 19,651 33,346 7,983 7,606
<SECURITIES> 0 0 0 0
<RECEIVABLES> 0 0 0 0
<ALLOWANCES> 0 0 0 0
<INVENTORY> 271,946 272,315 280,349 313,697
<CURRENT-ASSETS> 309,229 321,827 304,202 337,956
<PP&E> 203,967 170,070 177,863 186,810
<DEPRECIATION> 85,782 71,914 74,992 79,946
<TOTAL-ASSETS> 473,549 474,760 459,258 494,612
<CURRENT-LIABILITIES> 111,021 127,421 105,936 125,598
<BONDS> 0 107,865 104,215 77,422
0 0 0 0
0 0 0 0
<COMMON> 349 221 222 348
<OTHER-SE> 297,414 232,110 241,608 283,891
<TOTAL-LIABILITY-AND-EQUITY> 473,549 474,760 459,258 494,612
<SALES> 898,597 199,521 395,831 599,132
<TOTAL-REVENUES> 898,597 199,521 395,831 599,132
<CGS> 549,670 125,119 244,734 370,434
<TOTAL-COSTS> 549,670 125,119 244,734 370,434
<OTHER-EXPENSES> 263,216 60,186 118,494 179,773
<LOSS-PROVISION> 0 0 0 0
<INTEREST-EXPENSE> 9,025 2,244 4,570 6,984
<INCOME-PRETAX> 76,686 11,972 28,033 41,941
<INCOME-TAX> 32,773 5,168 12,141 18,135
<INCOME-CONTINUING> 43,913 6,804 15,892 23,806
<DISCONTINUED> 0 0 0 0
<EXTRAORDINARY> 701 0 0 701
<CHANGES> 0 0 0 0
<NET-INCOME> 43,212 6,804 15,892 23,105
<EPS-BASIC> 1.19 0.19 0.45 0.64
<EPS-DILUTED> 1,15 0.19 0.43 0.62
</TABLE>
