<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 [NO FEE REQUIRED]
For the Fiscal Year Ended December 31, 1999
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
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<TABLE>
<CAPTION>
PAGE
<S> <C>
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS AS OF DECEMBER 31, 1999 AND 1998 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, 1999:
Item 27a - Supplemental Schedule of Assets Held for Investment Purposes 7
Item 27d - Supplemental Schedule of Reportable Transactions 8
</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,
1999 and 1998, 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 auditing standards generally accepted
in the United States of America. 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,
1999 and 1998, and the changes in net assets available for benefits for the
years then ended in conformity with accounting principles generally accepted in
the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental schedules
listed in the table of contents 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 1999 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 23, 2000
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THE MEN'S WEARHOUSE, INC.
401(k) SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS,
DECEMBER 31, 1999 AND 1998
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<TABLE>
<CAPTION>
1999 1998
----------- -----------
<S> <C> <C>
INVESTMENTS, At fair value:
Mutual Fund Assets:
AXP Cash Management Fund $ 1,379,796 $ 1,084,209
AXP Bond Fund 691,770 751,552
AXP Mutual Fund 2,016,194 1,634,669
AXP Blue Chip Advantage Fund 4,319,694 2,822,285
AXP New Dimensions Fund 5,962,521 3,747,816
AXP Global Growth Fund 1,489,706 823,935
IDS Guaranteed Retirement Fund 1,298,669 801,800
The Men's Wearhouse Pooled Stock Fund 4,765,571 4,655,016
Loans to participants 1,537,427 1,085,926
----------- -----------
Total investments 23,461,348 17,407,208
----------- -----------
CONTRIBUTIONS RECEIVABLE:
Employee 254,320 231,438
Employer 16,823 7,911
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $23,732,491 $17,646,557
=========== ===========
</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, 1999 AND 1998
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1999 1998
----------- -----------
<S> <C> <C>
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Investment income:
Net appreciation in fair value of investments $ 1,270,064 $ 2,314,200
Interest and dividends 1,280,872 720,723
----------- -----------
Total 2,550,936 3,034,923
Employee contributions 4,908,545 4,028,993
Employer contributions 225,239 117,453
----------- -----------
Total 5,133,784 4,146,446
----------- -----------
Total additions 7,684,720 7,181,369
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO -
Benefit payments 1,598,786 1,198,805
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NET INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS 6,085,934 5,982,564
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 17,646,557 11,663,993
----------- -----------
End of year $23,732,491 $17,646,557
=========== ===========
</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, 1999 AND 1998
--------------------------------------------------------------------------------
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. (the "Company"), except for employees of the two wholly owned
subsidiaries of K&G Men's Center, Inc. and subsidiaries and Moores Retail
Group Inc. and subsidiaries, 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 March
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. Effective March 1, 2000, the matching percentage
was increased from 8% to 10% 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 in various investment options as
directed by each employee. 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 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
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<PAGE> 7
the life expectancy of the participant or beneficiary. A participant may
also withdraw his or her employee 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, 1999 and 1998, net assets available for benefits
included benefits of $57,978 and $236,265, respectively, due to
participants who have withdrawn from participation in the Plan.
6. RELATED PARTY TRANSACTIONS
During the years ended December 31, 1999 and 1998, the Plan purchased and
sold shares of the Trustee's mutual fund assets, as shown below:
<TABLE>
<CAPTION>
PURCHASES
1999 1998
------------------------------- -------------------------------
COST COST
SHARES AMOUNT SHARES AMOUNT
<S> <C> <C> <C>
2,743,683 $8,285,112 1,676,720 $5,416,942
</TABLE>
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<PAGE> 8
SALES
<TABLE>
<CAPTION>
1999 1998
------------------------------------------------- ---------------------------------------------
SALES COST SALES COST
SHARES AMOUNT AMOUNT SHARES AMOUNT AMOUNT
<S> <C> <C> <C> <C> <C>
1,724,991 $4,232,455 $3,705,521 1,209,905 $3,261,562 $2,855,736
</TABLE>
During the years ended December 31, 1999 and 1998, the Plan purchased and sold
shares of The Men's Wearhouse Pooled Stock Fund, as shown below:
PURCHASES
<TABLE>
<CAPTION>
1999 1998
-------------------------- --------------------------
COST COST
SHARES AMOUNT SHARES AMOUNT
<S> <C> <C> <C>
139,744 $2,374,302 146,991 $2,501,315
</TABLE>
SALES
<TABLE>
<CAPTION>
1999 1998
-------------------------------------------- -------------------------------------------
SALES COST SALES COST
SHARES AMOUNT AMOUNT SHARES AMOUNT AMOUNT
<S> <C> <C> <C> <C> <C>
115,817 $2,092,485 $1,508,324 76,753 $1,483,893 $901,028
</TABLE>
******
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<PAGE> 9
--------------------------------------------------------------------------------
ITEM 27a - SUPPLEMENTAL SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1999
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<TABLE>
<CAPTION>
NUMBER OF MARKET
DESCRIPTION SHARES COST VALUE
<S> <C> <C> <C>
MUTUAL FUNDS:
AXP Cash Management Fund* 1,379,796 $ 1,379,796 $ 1,379,796
AXP Bond Fund* 145,330 723,631 691,770
AXP Mutual Fund* 158,881 2,145,014 2,016,194
AXP Blue Chip Advantage Fund* 347,522 3,744,446 4,319,694
AXP New Dimensions Fund* 166,504 4,414,400 5,962,521
AXP Global Growth Fund* 143,517 1,202,610 1,489,706
------------- -----------
TOTAL $13,609,897 $15,859,681
============= ===========
ANNUITIES - IDS Guaranteed Retirement Fund* 1,298,669 $ 1,298,669 $ 1,298,669
============ ===========
THE MEN'S WEARHOUSE POOLED STOCK FUND* 162,235 $ 4,400,523 $ 4,765,571
============ ===========
LOANS TO PARTICIPANTS(1)* $ 1,537,427 $ 1,537,427
============ ===========
</TABLE>
* Party-in-interest
(1) Generally five-year installment notes with interest rates ranging from 6.5%
to 12.67%.
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<PAGE> 10
--------------------------------------------------------------------------------
ITEM 27d - SUPPLEMENTAL SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1999
--------------------------------------------------------------------------------
Transactions during the year ended December 31, 1999 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:
AXP Blue Chip Advantage Fund* 119 94 $1,888,037 $ 690,432 $ 217,706
AXP Mutual Fund* 91 100 968,553 530,057 (5,917)
AXP Bond Fund* 158 88 612,490 617,511 (27,994)
AXP New Dimensions Fund* 123 88 1,975,122 777,605 307,385
The Men's Wearhouse Pooled
Stock Fund* 109 117 2,374,302 2,092,485 584,161
AXP Cash Management Fund* 147 74 1,060,207 750,223 --
IDS Guaranteed Retirement Fund* 86 85 1,208,441 711,572 --
</TABLE>
* Party-in-interest
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<PAGE> 11
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: June 28, 2000 /s/ Gary G. Ckodre
-------------- ------------------------------
Gary G. Ckodre, Member of
the Advisory Committee
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