MENS WEARHOUSE INC, DEF 14A, 2000-05-19

MENS WEARHOUSE INC
DEF 14A, 2000-05-19
APPAREL & ACCESSORY STORES

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<PAGE> 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A
(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12
</TABLE>

THE MEN'S WEARHOUSE, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

-----------------------------------------------------------------------

(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

-----------------------------------------------------------------------

(2) Form, Schedule or Registration Statement No.:

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(3) Filing Party:

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(4) Date Filed:

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<PAGE> 2

THE MEN'S WEARHOUSE, INC.
5803 GLENMONT DRIVE
HOUSTON, TEXAS 77081-1701

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 21, 2000

Notice is hereby given that the Annual Meeting of the Shareholders of The
Men's Wearhouse, Inc., a Texas corporation (the "Company"), will be held at 3:00
p.m., central daylight time, on Wednesday, June 21, 2000, at The Houstonian
Hotel, 111 N. Post Oak Lane, Houston, Texas, for the following purposes:

(1) To elect ten directors of the Company to hold office until the
next Annual Meeting of Shareholders or until their respective successors
are duly elected and qualified;

(2) To consider and act on a proposal to amend the Company's 1996
Stock Option Plan to increase the total number of shares of the Company's
common stock, $.01 par value, with respect to which options may be granted
under the plan from 1,125,000 shares to 1,850,000 shares;

(3) To consider and act on a proposal to amend the Company's 1992
Non-Employee Director Stock Option Plan to increase the total number of
shares of the Company's common stock, $.01 par value, with respect to which
options may be granted under the plan from 67,500 shares to 117,500 shares;

(4) To ratify the appointment by the Board of Directors of the firm of
Deloitte & Touche LLP as independent auditors for the Company for fiscal
year 2000; and

(5) To transact such other business as may properly come before the
meeting or any adjournment thereof.

The holders of record of the Company's common stock, $.01 par value, and
the holder of record of the Company's one share of Series A Special Voting
Preferred Stock at the close of business on May 3, 2000, will be entitled to
vote at the meeting and any adjournment(s) thereof.

By Order of the Board of Directors

/s/ MICHAEL W CONLON

Michael W. Conlon
Secretary

May 24, 2000

IMPORTANT

YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. EVEN IF YOU PLAN
TO BE PRESENT, YOU ARE URGED TO SIGN, DATE AND MAIL THE ENCLOSED PROXY PROMPTLY.
IF YOU ATTEND THE MEETING YOU CAN VOTE EITHER IN PERSON OR BY YOUR PROXY.
<PAGE> 3

THE MEN'S WEARHOUSE, INC.

PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 21, 2000

This proxy statement is furnished to the shareholders of The Men's
Wearhouse, Inc. (the "Company"), whose principal executive offices are located
at 5803 Glenmont Drive, Houston, Texas 77081-1701, and at 40650 Encyclopedia
Circle, Fremont, California 94538-2453, in connection with the solicitation by
the Board of Directors of the Company of proxies to be used at the Annual
Meeting of Shareholders to be held at 3:00 p.m., on Wednesday, June 21, 2000, at
The Houstonian Hotel, 111 N. Post Oak Lane, Houston, Texas, or any
adjournment(s) thereof (the "Annual Meeting").

Proxies in the form enclosed, properly executed by shareholders and
received in time for the meeting, will be voted as specified therein. If a
shareholder does not specify otherwise, the shares represented by his or her
proxy will be voted "FOR" the nominees for director listed therein, "FOR" the
proposal to amend the 1996 Stock Option Plan to increase the total number of
shares of the Company's Common Stock, $.01 par value ("Common Stock"), with
respect to which options may be granted under the plan from 1,125,000 shares to
1,850,000 shares, "FOR" the proposal to amend the 1992 Non-Employee Director
Stock Option Plan to increase the total number of shares of Common Stock with
respect to which options may be granted under the plan from 67,500 shares to
117,500 shares and "FOR" ratification of the appointment of the Company's
independent auditors. The giving of a proxy does not preclude the right to vote
in person should the person giving the proxy so desire, and the proxy may be
revoked at any time before it is exercised by written notice delivered to the
Company at or prior to the meeting.

This Proxy Statement is being mailed on or about May 24, 2000, to the
holders of record of Common Stock and the holder of record of the Company's one
share of Series A Special Voting Preferred Stock ("Series A Preferred Stock") on
May 3, 2000 (the "Record Date"). At the close of business on the Record Date,
there were outstanding and entitled to vote 41,006,259 shares of Common Stock,
and only the holders of record on such date shall be entitled to vote at the
Annual Meeting. Such holders will be entitled to one vote per share on each
matter presented at the Annual Meeting. As of the Record Date, the one share of
Series A Preferred Stock is entitled to an aggregate of 683,605 votes and votes
together with the Common Stock as a single class. Accordingly, the Common Stock
and the Series A Preferred Stock constitute a class with an aggregate of
41,689,864 votes (the "Aggregate Vote"). The trustee who holds the share of
Series A Preferred Stock must vote such share in accordance with instructions
from the holders of the Exchangeable Shares ("Exchangeable Shares") issued by
Moores Retail Group Inc. ("Moores").

The enclosed form of proxy provides a means for shareholders to vote for
all of the nominees listed therein, to withhold authority to vote for one or
more of such nominees or to withhold authority to vote for all of such nominees.
The withholding of authority by a shareholder will have no effect on the results
of the election of those directors for whom authority to vote is withheld
because the Company's bylaws provide that directors are elected by a plurality
of the votes cast.

The affirmative vote of the holders of a majority of the Aggregate Vote
represented in person or by proxy at the Annual Meeting is required to ratify
the appointment of the Company's independent auditors and the affirmative vote
of at least a majority of the total Aggregate Vote outstanding on the Record
Date is required to approve the amendment to the 1996 Stock Option Plan and the
amendment to the 1992 Non-Employee Director Stock Option Plan.

The holders of a majority of the Aggregate Vote, whether present in person
or represented by proxy, will constitute a quorum for the transaction of
business at the Annual Meeting. Abstentions are counted toward the calculation
of a quorum, but are not treated as either a vote for or against a proposal. An
abstention has the same effect as a vote against a proposal or, in the case of
the election of directors as shares to which voting power has been withheld.
Under Texas law, any unvoted position in a brokerage account with respect to any
matter will be considered as not voted and will not be counted toward
fulfillment of quorum requirements as to that matter. The shares held by each
shareholder that signs and returns the enclosed form of proxy will be counted
for purposes of determining the presence of a quorum at the meeting.
<PAGE> 4

ELECTION OF DIRECTORS

At the Annual Meeting, ten directors constituting the entire Board of
Directors are to be elected. All directors of the Company hold office until the
next annual meeting of shareholders or until their respective successors are
elected and qualified or their earlier resignation or removal.

The following persons have been nominated to fill the ten positions to be
elected by the shareholders. It is the intention of the persons named in the
enclosed proxy to vote the proxies for the election of the nominees named below,
unless otherwise specified. Management of the Company does not contemplate that
any of the nominees will become unavailable for any reason, but if that should
occur before the meeting, proxies will be voted for another nominee, or other
nominees, to be selected by management.

<TABLE>
<CAPTION>
DIRECTOR
NAME AGE POSITION WITH THE COMPANY SINCE
- ---- --- ------------------------- --------
<S> <C> <C> <C>
George Zimmer......................... 51 Chairman of the Board and Chief
Executive Officer 1974
David H. Edwab........................ 45 President and Director 1991
Richard E. Goldman.................... 49 Executive Vice President and Director 1975
Harry M. Levy......................... 51 Executive Vice President -- Planning
and Systems and Director 1991
Robert E. Zimmer...................... 76 Senior Vice President -- Real Estate
and Director 1974
James E. Zimmer....................... 48 Senior Vice President -- Merchandising
and Director 1975
Stephen H. Greenspan.................. 59 Chief Executive Officer, K&G Men's
Center and Director 1999
Rinaldo Brutoco....................... 53 Director 1992
Michael L. Ray........................ 61 Director 1992
Sheldon I. Stein...................... 46 Director 1995
</TABLE>

George Zimmer, together with Robert E. Zimmer and Harry M. Levy, founded
The Men's Wearhouse as a partnership in 1973 and has served as Chairman of the
Board of the Company since its incorporation in 1974. George Zimmer served as
President from 1974 until February 1997 and has served as Chief Executive
Officer of the Company since 1991.

David H. Edwab joined the Company in February 1991 and was elected Senior
Vice President, Treasurer and Chief Financial Officer of the Company. In
February 1993, he was elected Chief Operating Officer of the Company. In
February 1997, Mr. Edwab was elected President of the Company. He was elected a
director of the Company in 1991.

Richard E. Goldman joined The Men's Wearhouse in 1973 shortly after its
inception and has served as Executive Vice President and a director of the
Company since 1975. Mr. Goldman is responsible for the overall marketing and
advertising for the Company.

Harry M. Levy served as a Vice President of the Company from December 1979
to February 1992, at which time he was elected Senior Vice President and Chief
Information Officer of the Company. In May 1998, Mr. Levy was named Executive
Vice President. He was elected a director of the Company in November 1991.

Robert E. Zimmer has served as Senior Vice President and a director of the
Company since its incorporation in 1974 and is primarily responsible for new
store site selection and arrangements.

James E. Zimmer has served as Senior Vice President and a director of the
Company since 1975 and works primarily with the Chief Operating Officer in
coordinating the Company's merchandising function.

Stephen H. Greenspan joined the Company in June 1999 and was appointed the
Chief Executive Officer, K&G Men's Center and a director of the Company
following the closing of the merger of a wholly owned

2
<PAGE> 5

subsidiary of the Company with K&G Men's Center, Inc. on June 1, 1999. Mr.
Greenspan founded K&G in December 1989, and served as the Chairman of the Board,
President and Chief Executive Officer of K&G since its incorporation.

Rinaldo Brutoco is and has been since January 2000, Chief Executive Officer
of ShangriLa Consulting, Inc. Prior to that Mr. Brutoco was President and Chief
Executive Officer of Dorason Corporation for more than the past five years.
ShangriLa Consulting, Inc. is affiliated with the ShangriLa Group, a privately
held consulting and merchant banking concern. In addition, through October 1998,
Mr. Brutoco served as the Chief Executive Officer and a director of Red Rose
Collection, Inc., a San Francisco-based mail order catalog and retail company.

Michael L. Ray has been on the faculty at Stanford University since 1967
and is currently the John G. McCoy -- Banc One Corporation Professor of
Creativity and Innovation and of Marketing Emeritus at Stanford's Graduate
School of Business. Professor Ray is a social psychologist with training and
extensive experience in advertising and marketing management and has served as a
private consultant to numerous companies since 1965. He is also President and
Chief Creative Officer of Insight Out Collaborations Inc. and a director of
Gardenburger, Inc.

Sheldon I. Stein is a Senior Managing Director of Bear, Stearns & Co. Inc.
("Bear Stearns") and oversees its United States regional investment banking
offices. Mr. Stein joined Bear Stearns in August 1986. He is a director of Home
Interiors & Gifts, Inc., Fresh America Corp., Precept Business Services, Inc.,
Tandycrafts, Inc. and is a Trustee of Brandeis University.

George Zimmer and James E. Zimmer are brothers, and Robert E. Zimmer is
their father.

COMMITTEES OF THE BOARD OF DIRECTORS AND MEETING ATTENDANCE

During the fiscal year ended January 29, 2000, the Board of Directors held
five meetings.

The Board of Directors has an audit committee that is comprised of Messrs.
Stein (Chairman), Brutoco and Ray. It is the duty of the audit committee to
review the Company's financial information and internal controls, review with
the Company's independent public accountants the plan, scope and results of the
annual audit of the Company's financial statements, and to make recommendations
to the Board of Directors as to the selection of independent public accountants.
During the fiscal year ended January 29, 2000, the audit committee held one
meeting.

The Company has a compensation committee comprised solely of non-employee
directors, Messrs. Stein (Chairman) and Ray. It is the duty of the compensation
committee to consider and approve, on behalf of the Board of Directors,
adjustments to the compensation of the executive officers of the Company and the
implementation of any compensation program for the benefit of any executive
officer of the Company. During the fiscal year ended January 29, 2000, the
compensation committee held one meeting.

During the fiscal year ended January 29, 2000, no director attended fewer
than 75% of all of the meetings of the Board of Directors and of any committee
of which such director was a member, except for James E. Zimmer who attended
three of five meetings.

The Board of Directors has no executive or nominating committee. Director
nominees are determined by the Board of Directors, and nominees proposed by
shareholders will not be considered.

PROPOSAL TO AMEND THE 1996 STOCK OPTION PLAN

On March 25, 2000, the Board of Directors of the Company approved, subject
to shareholder approval, an amendment to The Men's Wearhouse, Inc. 1996 Stock
Option Plan (the "1996 Option Plan") to increase the total number of shares of
Common Stock with respect to which options under the plan may be granted from
1,125,000 shares to 1,850,000 shares. There are currently 234,577 shares
available for the grant of future options under the 1996 Option Plan. As
amended, and after giving effect to past stock dividends, the 1996 Option Plan
will provide for the grant of options to purchase up to 1,850,000 shares of
Common Stock of which 959,577 shares will be available for the grant of future
options. The individuals eligible to participate in

3
<PAGE> 6

the 1996 Option Plan are such full-time key employees, including officers and
employee directors, of the Company or of any parent or subsidiary corporation,
or, solely with respect to non-statutory options granted under the 1996 Option
Plan, any entity affiliated with the Company under section 414 of the Internal
Revenue Code of 1986, as amended (the "Code"), as the Stock Option Committee of
the Board of Directors, which administers the 1996 Option Plan, may determine
from time to time; provided however, George Zimmer, Richard E. Goldman, Robert
E. Zimmer and James E. Zimmer are not eligible to participate in the 1996 Option
Plan. Options granted under the 1996 Option Plan may be either options intended
to be "incentive stock options" within the meaning of section 422 of the Code
(an "incentive stock option") or non-statutory stock options that would not
constitute incentive stock options (a "non-statutory stock option"). Options
granted under the 1996 Option Plan must be exercised within the ten years from
the date of grant, and, unless otherwise provided by the Stock Option Committee,
vest with respect to one-third of the shares covered thereby on each of the
first three anniversaries of the date of the grant. The price at which shares
may be purchased pursuant to a non-statutory option may not be less than 50% of
the fair market value of the shares of Common Stock on the date the option is
granted. In the case of any eligible employee who owns or is deemed to own stock
possessing more than 10% of the total combined voting power of all classes of
stock of the Company or its parent or subsidiaries, the option price of any
incentive stock option granted under the 1996 Option Plan may not be less than
110% of the fair market value of the Common Stock on the date of the grant, and
the exercisable period may not exceed five years from the date of the grant.
With respect to any other eligible employee, the option price of any incentive
stock option granted under the 1996 Option Plan may not be less than 100% of
such fair market value.

Options granted under the 1996 Option Plan are not transferable by the
optionee other than by will or under the laws of descent and distribution. Such
options terminate on the earlier of the date of the expiration of the option or
one day less than one month after the date the optionee terminated employment
with the Company for any reason other than death, disability or retirement of
the optionee. During such one-month period, the optionee may exercise the option
in respect of the number of shares that were vested on the date of such
severance of employment. In the event of severance because of disability of an
optionee and before the date of expiration of the option, the option terminates
on the earlier of such date of expiration or one year following the date of
severance, during which period the optionee may exercise the option in respect
of the number of shares that were vested on the date of severance because of
disability. In the event of the death of the optionee, the option terminates on
the earlier of the date of expiration of the option or one-year following the
date of death. In the event of the retirement of the optionee, a non-statutory
option terminates on the earlier of the date of expiration of the option or one
year following the date of retirement. In the event of the death, disability or
retirement of the optionee, the optionee or, in case of death, the executors or
administrators of the optionee or other person to whom his or her option may be
transferred by will or by the laws of descent and distribution, may exercise the
option in respect of the number of shares that were vested on the date of the
optionee's severance due to disability, death or retirement.

No optionee will recognize income upon the grant of an option under the
1996 Option Plan. Upon the exercise of any portion of a non-statutory stock
option, the optionee will recognize taxable ordinary income equal to the excess
of the fair market value of the shares so acquired as of the date of exercise
over the option price paid for such shares. The Company ordinarily will be
entitled to a deduction for compensation expense in an amount equal to the
amount of such ordinary income, subject to certain limitations that apply if the
optionee's aggregate compensation is greater than $1 million. There is also a
withholding requirement on the date of exercise. Although compensation income in
excess of $1 million may not, under certain circumstances, be deductible by the
Company, the Company does not anticipate that the optionee's compensation will
exceed the $1 million limit on deductions. Upon disposition of the shares
acquired upon the exercise of the option, the optionee will generally recognize
a long-term or short-term (depending on how long the shares were held) capital
gain or loss equal to the excess of the amount realized by him or her upon such
disposition over the fair market value of the shares on the date he or she
exercised the option.

Generally, in the case of an incentive stock option, if the optionee does
not dispose of shares acquired pursuant to the exercise of such option within
two years from the date the option was granted or within one year after the
shares were transferred to him or her, no income would be recognized by the
optionee by reason

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<PAGE> 7

of his or her exercise of the option. However, for purposes of the optionee's
alternative minimum tax computation, the excess of the fair market value of the
acquired shares as of the date of exercise over the exercise price may
constitute taxable income. Upon a subsequent disposition of acquired shares, the
difference between the option price and the amount realized would be treated as
long-term capital gain or loss. If an optionee does not dispose of his or her
shares acquired pursuant to his or her exercise of an incentive stock option
before the end of the two-year or one-year holding period noted above, the
Company would not be entitled to any deduction in connection with the grant or
exercise of the option or the disposition of the acquired shares. On the other
hand, if an optionee disposes of shares acquired pursuant to his or her exercise
of an incentive stock option before the end of the two-year or one-year holding
periods, the optionee would be treated as having received, at the time of
disposition, compensation equal to the excess of the fair market value of the
shares at the time of exercise (or, in the case of a sale in which a loss would
be recognized, the amount realized on the sale, if less) over the option price.
This amount of compensation would be taxable as ordinary income. In addition,
any amount realized in excess of the fair market value of the shares at the time
of exercise would be treated as long-term or short-term capital gain, depending
on how long the shares were held. Subject to the $1 million limitation discussed
above, the Company ordinarily would be entitled to a deduction at the same time,
and in the same amount, as the compensation that is treated as being received by
the optionee.

As of May 17, 2000, the closing price of a share of Common Stock on The
Nasdaq Stock Market was $22.75.

The following table sets forth the options granted under the 1996 Option
Plan to the following individuals on February 1, 2000:

<TABLE>
<CAPTION>
NUMBER EXERCISE PRICE
NAME OF SHARES PER SHARE $
- ---- --------- --------------
<S> <C> <C>
George Zimmer............................................... -- --
David H. Edwab.............................................. 40,000 23.63
Eric Lane................................................... 115,000 23.63
Charles Bresler............................................. 97,500 23.63
James E. Zimmer............................................. -- --
All executive officers as a group (17 persons).............. 311,500 23.63
</TABLE>

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL OF THE AMENDMENT TO
THE 1996 OPTION PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK WITH
RESPECT TO WHICH OPTIONS MAY BE GRANTED UNDER THE PLAN.

PROPOSAL TO AMEND THE 1992 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN

On March 25, 2000, the Board of Directors approved, subject to approval by
the shareholders, an amendment to the Company's 1992 Non-Employee Director Stock
Option Plan (the "Director Plan") to increase the total number of shares of
Common Stock with respect to which options under the plan may be granted from
67,500 shares to 117,500 shares. There are currently 14,250 shares available for
the grant of future options under the Director Plan. As amended, after giving
effect to past stock dividends, the Director Plan will provide for the grant of
options to purchase up to 117,500 shares of Common Stock, of which 64,250 shares
will be available for the grant of future options. There are currently three
non-employee directors of the Company who are eligible to participate in the
Director Plan. All options granted permit the non-employee director to purchase
the option shares at the closing price on the date of grant and become
exercisable one year after the date of grant.

Options granted under the Director Plan must be exercised within ten years
of the date of grant. Such options terminate on the earlier of the date of the
expiration of the option or one day less than one month after the date the
optionee ceases to serve as a director of the Company for any reason other than
death, disability or retirement of the director. If an optionee dies while
serving as a director of the Company or ceases to be a

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<PAGE> 8

director as a result of disability or retirement, the option terminates on the
earlier of the date of expiration of the option or one year following the date
on which he or she ceased to be a director. The optionee or, in the case of
death, the executors or administrators of the optionee or other person to whom
his or her option may be transferred by will or by the laws of descent and
distribution may exercise the option with respect to the number of shares that
were vested on the date of death, disability or retirement.

No optionee will recognize income upon the grant of an option under the
Director Plan. Upon the exercise of any portion of a stock option, the optionee
will recognize taxable ordinary income equal to the excess of the fair market
value of the shares so acquired as of the date of exercise over the option price
paid for such shares. The Company receives a deduction for compensation expense
in an amount equal to the amount of such ordinary income, and there is a
withholding requirement on the date of exercise. Upon disposition of the shares
acquired upon the exercise of the option, the optionee will generally recognize
a long-term or short-term (depending on how long the shares were held) capital
gain or loss equal to the excess of the amount realized by him or her upon such
disposition over the fair market value of the shares on the date he or she
exercised the option.

The following table sets forth the options granted under the Director Plan
to each of the non-employee directors on January 28, 2000:

<TABLE>
<CAPTION>
NUMBER EXERCISE PRICE
NAME OF SHARES PER SHARE $
- ---- --------- --------------
<S> <C> <C>
Rinaldo Brutoco............................................. 2,000 24.125
Michael L. Ray.............................................. 2,000 24.125
Sheldon I. Stein............................................ 2,000 24.125
</TABLE>

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL OF THE AMENDMENT TO
THE DIRECTOR PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK WITH RESPECT
TO WHICH OPTIONS MAY BE GRANTED UNDER THE PLAN.

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<PAGE> 9

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information, as of the Record Date, except
as noted in note (1) below, with respect to the beneficial ownership of Common
Stock by (i) each director, which includes each executive officer named in the
Summary Compensation Table herein (ii) each shareholder known by the Company to
be the beneficial owner of more than 5% of the Common Stock and (iii) all
executive officers and directors of the Company as a group. Unless otherwise
indicated, each person has sole voting power and investment power with respect
to the shares attributed to him or her.

<TABLE>
<CAPTION>
% OF
OUTSTANDING
NAME NUMBER OF SHARES SHARES
- ---- ------------------- -----------
<S> <C> <C>
AMVESCAP PLC.......................................... 6,518,989(1) 15.99
11 Devonshire Square
London, England EC2M 4YR
-or-
1315 Peachtree Street, N.E
Atlanta, Georgia 30309
George Zimmer(2)...................................... 4,140,191(3)(4)(14) 9.8(15)
Richard E. Goldman.................................... 1,957,441(14) 4.7(15)
Robert E. Zimmer...................................... 1,330,872(4)(5)(14) 3.2(15)
James E. Zimmer....................................... 1,047,727(4)(6)(14) 2.5(15)
Stephen H. Greenspan.................................. 532,542(9) 1.3(15)
Harry M. Levy......................................... 121,750(8)(14) *(15)
David H. Edwab........................................ 91,120(4)(7)(14) *(15)
Rinaldo Brutoco....................................... 23,750(10) *(15)
Sheldon I. Stein...................................... 20,561(12) *(15)
Michael L. Ray........................................ 9,500(11) *(15)
All executive officers and directors as a group (20
persons)............................................ 9,503,646(4)(13)(14) 22.6(15)
</TABLE>

- ---------------

* Less than 1%

(1) Based on a Schedule 13G filed January 7, 2000, AMVESCAP PLC, a parent
holding company, and certain of its subsidiaries, AVZ, Inc., AIM Management
Group Inc., AMVESCAP Group Services, Inc., INVESCO, Inc., INVESCO North
American Holdings, Inc., INVESCO Capital Management, Inc., INVESCO Funds
Group, Inc., INVESCO Management & Research, Inc., INVESCO Realty Advisers,
Inc., and INVESCO (NY) Asset Management, Inc., have shared voting and
dispositive powers with respect to these shares and hold these shares on
behalf of other persons who have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from, the sale of
such shares.

(2) The business address of the shareholder is 40650 Encyclopedia Circle,
Fremont, California 94538-2453.

(3) All such shares are held by George Zimmer in his capacity as trustee for
the George Zimmer 1988 Living Trust.

(4) Excludes 222,782 shares held by The Zimmer Family Foundation with respect
to which this officer and director has shared voting and dispositive power.

(5) Does not include the 31,666 shares of Common Stock held by Robert Zimmer's
wife.

(6) Includes 1,007,899 shares held by James Zimmer in his capacity as trustee
for the James Edward Zimmer 1989 Living Trust and 8,199 shares held by Mr.
Zimmer's wife and minor children.

(7) Includes 14,687 shares held by David H. Edwab in his capacity as trustee of
the David H. Edwab and Mary Margaret Edwab Family Trust. Also includes
75,000 shares that may be acquired within 60 days upon exercise of stock
options.

(8) Includes 55,625 shares that may be acquired within 60 days upon the
exercise of stock options and includes 300 shares held by Mr. Levy's minor
daughter.

7
<PAGE> 10

(9) Includes 12,093 shares that may be acquired within 60 days upon the
exercise of stock options and includes 359,235 shares in a Family Limited
Partnership.

(10) Includes 22,250 shares that may be acquired within 60 days upon the
exercise of stock options.

(11) Represents shares that may be acquired within 60 days upon the exercise of
stock options.

(12) Includes 15,500 shares that may be acquired within 60 days upon the
exercise of stock options and includes 3,561 shares held by Mr. Stein's
minor sons.

(13) Includes 383,407 shares that may be acquired within 60 days upon the
exercise of stock options.

(14) Includes 43,808 shares, 2,534 shares, 39,990 shares, 31,629 shares, 1,433
shares, 17,211 shares and 165,585 shares, respectively, allocated to the
Employee Stock Plan (the "ESP") accounts of Messrs. George Zimmer, Robert
Zimmer, Goldman, James Zimmer, Edwab and Levy and to all executive officers
and directors of the Company as a group, under The Men's Wearhouse ESP. The
ESP provides that participants have voting power with respect to these
shares but do not have investment power over these shares.

(15) The number of total outstanding shares used in calculating the percentage
includes the 683,605 shares to be issued in connection with the
Exchangeable Shares and 383,407 shares that may be acquired within 60 days
upon the exercise of stock options.

EXECUTIVE OFFICERS

The following table lists the name, age, current position and period of
service with the Company of each executive officer of the Company. Each
executive officer of the Company was elected by the Board of Directors of the
Company and will hold office until the next annual meeting of the Board of
Directors or until his or her successor shall have been elected and qualified.

<TABLE>
<CAPTION>
EXECUTIVE
OFFICER
NAME AGE POSITION WITH THE COMPANY SINCE
- ---- --- ------------------------- ---------
<S> <C> <C> <C>
George Zimmer......................... 51 Chairman of the Board and Chief
Executive Officer 1974
David H. Edwab........................ 45 President 1991
Eric J. Lane.......................... 40 Chief Operating Officer 1993
Richard E. Goldman.................... 49 Executive Vice President 1975
Bruce Hampton......................... 45 Executive Vice President 1992
Charles Bresler, Ph.D................. 51 Executive Vice President 1993
Harry M. Levy......................... 51 Executive Vice President -- Planning
and Systems 1991
Robert E. Zimmer...................... 76 Senior Vice President -- Real Estate 1974
James E. Zimmer....................... 48 Senior Vice President -- Merchandising 1975
Theodore T. Biele..................... 49 Senior Vice President -- Store
Operations 1996
Douglas S. Ewert...................... 37 Senior Vice President -- Merchandising 2000
Thomas L. Jennings.................... 52 Senior Vice President -- Real Estate 2000
James D. Young........................ 46 Senior Vice President -- Logistics and
Distribution 2000
Gary G. Ckodre........................ 50 Vice President -- Finance 1992
Neill P. Davis........................ 43 Vice President and Treasurer 1997
Jeffery Marshall...................... 47 Vice President and Chief Information
Officer 1999
Stephen H. Greenspan.................. 59 Chief Executive Officer, K&G Men's
Center 1999
</TABLE>

See the table under "Election of Directors" for the past business
experience of Messrs. George Zimmer, Edwab, Goldman, Levy, Robert E. Zimmer,
James E. Zimmer, and Greenspan.

8
<PAGE> 11

Eric J. Lane joined the Company in 1988. From 1991 to 1993 he served as
Vice President -- Store Operations and in 1993 he was named Senior Vice
President -- Merchandising. In February 1997 Mr. Lane became Chief Operating
Officer of the Company.

Bruce Hampton joined the Company in 1980. From 1991 to 1992 he served as
Vice President -- Store Operations and in 1992 he was named Senior Vice
President -- Store Operations. In 1995 he was named Executive Vice President.

Charles Bresler, Ph.D. joined the Company in 1993. From 1993 to 1998 he
served as Senior Vice President -- Human Development. In February 1998 he was
named Executive Vice President.

Theodore T. Biele, Jr. joined the Company in 1983. Since 1990 he served in
various management capacities within store operations. From 1994 to 1996 he
served as Vice President -- Store Operations and in 1996 he was named Senior
Vice President -- Store Operations.

Douglas S. Ewert joined the Company in 1995. From 1996 to 1999 he served as
General Merchandise Manager. From 1999 to 2000 he served as Vice President
- -- Merchandising and General Merchandise Manager. In April 2000 he was named
Senior Vice President -- Merchandising. Before joining the Company he served as
a Divisional Merchandise Manager for R.H. Macy since 1992.

Thomas L. Jennings joined the Company in 1996. From 1997 to 2000 he served
as Vice President -- Real Estate. In April 2000 he was named Senior Vice
President -- Real Estate. Before joining the Company he served as Vice President
of Real Estate for Mac Frugal's, Inc. since 1992.

James D. Young joined the Company in 1974. Since 1977 he served in various
management capacities within the Company. From 1991 to 2000 he served as Vice
President -- Logistics & Distribution and in April 2000 he was named Senior Vice
President -- Logistics & Distribution.

Gary G. Ckodre joined the Company in 1992. Since 1992 he served as the
Chief Accounting Officer and in February 1997 he was named Vice
President -- Finance and Principal Financial and Accounting Officer.

Neill P. Davis joined the Company in 1997. Since 1997 he served as Vice
President and Treasurer. Before joining the Company he served as Senior Vice
President and Manager in the Global Corporate Group of NationsBank (currently
Bank of America) since 1987. He has 17 years of corporate banking experience,
all with NationsBank and its predecessors.

Jeffrey Marshall joined the Company in 1996. From 1996 to 1999 he served as
Vice President -- Information and Technology and in July 1999 he was named Chief
Information Officer of the Company. Before joining the Company he was an
independent consultant from 1995 to 1996 and served as Chief Operating Officer
of Johnson Control Network Services, Inc. from 1993 to 1995.

9
<PAGE> 12

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table sets forth certain information regarding cash
compensation paid for services rendered during the last three fiscal years to
each of the Company's five most highly compensated executive officers, including
the Chief Executive Officer:

<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
----------------------------------- ------------
OTHER ANNUAL SECURITIES ALL OTHER
COMPENSATION UNDERLYING COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) ($)(6) OPTIONS(10) ($)(7)
- --------------------------- ---- --------- -------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
George Zimmer,................... 1999 420,000 87,500(1) -- -- 68,718(8)
Chairman of the Board and 1998 420,000 87,500(2) -- -- 66,489(8)
Chief Executive Officer 1997 420,000 87,500(3) -- -- 62,038(8)
David H. Edwab,.................. 1999 420,000 87,500(1) -- -- 9,634(9)
President 1998 410,000 87,500(2) -- -- 9,619(9)
1997 350,000 332,575(4) -- 150,000 8,617(9)
Eric Lane,....................... 1999 301,000 87,500(1) 41,900(5) -- 822
Chief Operating Officer 1998 260,000 43,750(2) -- -- 933
1997 247,553 35,000(3) -- 7,500 506
Charles Bresler,................. 1999 260,000 87,500(1) -- -- 810
Executive Vice President 1998 214,000 35,000(2) -- -- 933
1997 171,400 31,500(3) -- -- 506
James E. Zimmer,................. 1999 360,000 52,500(1) -- -- 1,098
Senior Vice President -- 1998 360,000 52,500(2) -- -- 933
Merchandising 1997 356,000 52,500(3) -- -- 506
</TABLE>

- ---------------

(1) Represents bonus paid in April 2000 relating to services performed in 1999.

(2) Represents bonus paid in April 1999 relating to services performed in 1998.

(3) Represents bonus paid in April 1998 relating to services performed in 1997.

(4) Represents (i) the cash amount of $288,825 paid to Mr. Edwab during 1997
pursuant to his Employment Agreement with the Company upon the exercise of
his option to acquire 110,654 shares of Common Stock, which amounts were
used to fund the purchase price thereof (see "-- Employment Agreement and
Stock Options") and (ii) a bonus of $43,750 was paid in April 1998 relating
to services performed in the preceding fiscal year.

(5) Represents cash paid to Mr. Lane in connection with the repayment of the
advance given to Mr. Lane and interest related thereto (see "Certain
Relationships and Related Transactions").

(6) Excludes perquisites and other benefits because the aggregate amount of
such compensation was the lesser of $50,000 or 10% of the total annual
salary and bonus reported for the named executive officer.

(7) Represents the amount of the Company's contribution to the ESP allocated in
the indicated year to the account of the named executive officer.

(8) Also includes $67,508, $65,556 and $61,532 in 1999, 1998 and 1997,
respectively, for the allocated dollar value of the benefits to Mr. George
Zimmer of life insurance premiums paid on his behalf, subject to certain
split-dollar provisions in favor of the Company.

(9) Also includes $8,815, $8,683, and $8,111, in 1999, 1998, and 1997,
respectively, for the allocated dollar value of the benefit to Mr. Edwab of
life insurance premiums paid on his behalf, subject to certain split-
dollar provisions in favor of the Company.

(10) All share amounts have been adjusted to reflect a 50% stock dividend
effected in June 1998.

10
<PAGE> 13

EMPLOYMENT AGREEMENT AND STOCK OPTIONS

To induce David H. Edwab to leave his employment and join the Company, the
Company entered into an Employment Agreement with Mr. Edwab effective January
31, 1991 (as amended, the "Employment Agreement") for an initial term beginning
February 25, 1991 and extending through February 24, 1999. Thereafter, the
Employment Agreement automatically renews on a yearly basis. Under the
Employment Agreement the Company agreed, among other things, to:

- pay Mr. Edwab an annual base salary of $226,000, plus $12,000 per year
for reimbursement of automobile and club membership expenses;

- pay Mr. Edwab a cash amount (net of state and federal taxes) sufficient
to fund the payment of the purchase price for any option shares acquired
upon any exercise of the option granted to Mr. Edwab under his Employment
Agreement;

- pay the premiums on $3,000,000 in life insurance policies to be owned by
a trust established by Mr. Edwab and payable to beneficiaries designated
by him (subject to certain split-dollar provisions in favor of the
Company). To secure the repayment of the premiums, the Trust has assigned
the policies to the Company as collateral; and

- provide disability and medical insurance coverage and certain other
benefits provided to other employees (other than participation in stock
option plans).

Pursuant to the Employment Agreement, the Company granted Mr. Edwab an
option to purchase 796,705 shares of Common Stock at $1.57 per share until the
later of the termination of Mr. Edwab's employment and January 31, 2011. The
option was immediately exercisable with respect to 33.3% of the option shares.
Since that time the remaining 66.7% of the option shares have become fully
exercisable and the option has been exercised as to all of the option shares.

The Company may terminate Mr. Edwab's employment under the Employment
Agreement for "cause" (as defined in the Employment Agreement), in which event
the Company will pay all compensation and benefits due Mr. Edwab under the
Employment Agreement to the date of termination, which will satisfy all of the
Company's obligations under the Employment Agreement.

Effective September 30, 1991, the Company entered into an Option Issuance
Agreement with Mr. Edwab pursuant to which he was granted the right to purchase
additional shares of Common Stock on the same basis and subject to the same
terms as the option shares under the Employment Agreement in the event the
Company issues any shares of Common Stock or any warrants, options, convertible
securities or other rights to acquire Common Stock (collectively, "Rights")
during the term of the Option Issuance Agreement. At the same time, the
Employment Agreement was amended to eliminate certain anti-dilution provisions
that provided him with protection in the event of future issuance's of Common
Stock by the Company. Should the Company issue any such shares or Rights,
excluding the option shares issuable under the Employment Agreement, Mr. Edwab
would automatically have the right to purchase a number of shares of Common
Stock equal to .030928 times the number of shares so issued or issuable upon
exercise of the Rights. The purchase price would be equal to the price per share
paid to the Company for the Common Stock so issued or, in the case of Rights,
for the Rights plus the exercise price per share of the Common Stock issuable
thereunder.

Mr. Edwab waived his right to receive additional options under the Option
Issuance Agreement in connection with:

- options granted under the Company's option plans;

- the issuance of 2,531,250 shares of Common Stock pursuant to a public
offering consummated in April 1992;

- the issuance of 1,423,125 shares of Common Stock pursuant to a public
offering consummated in April 1993; and

- the issuance of Common Stock upon conversion of the Company's 5 1/4%
Convertible Subordinated Notes due 2003.
11
<PAGE> 14

In April 1994, the Option Issuance Agreement was amended to provide that no
options would be granted to Mr. Edwab thereunder in connection with underwritten
public offerings of equity securities by the Company. As amended, both the
Employment Agreement and the Option Issuance Agreement provide that Mr. Edwab
may satisfy his obligation to pay withholding tax relating to his exercise of
any options thereunder by having the Company withhold a number of shares of
Common Stock that would have been issued upon such exercise equal in value to
the amount of such tax owed.

SPLIT-DOLLAR LIFE INSURANCE AGREEMENT

The George Zimmer 1988 Living Trust is presently the owner of 4,096,383
shares of Common Stock. The Company has been advised that on the demise of
George Zimmer, his estate may be required to publicly sell all or substantially
all of such shares to satisfy estate tax obligations. The public sale of such
number of shares in all probability would destabilize the market for the
Company's publicly traded stock. Accordingly, in November 1994, an agreement was
entered into (commonly known as split-dollar life insurance agreement) under the
terms of which the Company makes advances of a portion of the premiums for
certain life insurance policies on the life of George Zimmer with an aggregate
face value of $25,500,000 purchased by a trust established by Mr. Zimmer. To
secure the repayment of the advances, the trust has assigned the policies to the
Company as collateral. Further, a second split-dollar life insurance agreement
with essentially the same terms as the existing agreement was entered into
relating to a life insurance policy on the life of George Zimmer with a face
value of $1,000,000 purchased by a second trust established by Mr. Zimmer. The
trusts have assigned the additional policies to the Company as collateral.

EMPLOYEE STOCK OPTION PLANS

The Company maintains The Men's Wearhouse, Inc. 1992 Stock Option Plan (the
"1992 Option Plan"), 1996 Option Plan, and 1998 Key Employee Stock Option Plan
(the "1998 Option Plan") (collectively, the "Plans") for the benefit of its
full-time key employees. Under the 1992 Option Plan, options to purchase up to
1,071,507 shares of Common Stock may be granted. Under the 1996 Option Plan, as
amended, options to purchase up to 1,850,000 shares of Common Stock may be
granted. Under the 1998 Option Plan, options to purchase up to 2,100,000 shares
of Common Stock may be granted.

The Plans are administered by the Stock Option Committee of the Company's
Board of Directors which consists of George Zimmer and Richard Goldman. The
individuals eligible to participate in the Plans are such full-time key
employees, including officers and employee directors, of the Company as the
Stock Option Committee may determine from time to time. However:

- George Zimmer, Richard E. Goldman, Robert E. Zimmer and James E. Zimmer
are not eligible to participate in any of the Plans;

- David H. Edwab may not participate in the 1992 Option Plan; and

- no executive officers of the Company may participate in the 1998 Option
Plan.

The Stock Option Committee may grant either (i) incentive stock options
within the meaning of section 422 of the Internal Revenue Code of 1986, as
amended, or (ii) non-statutory stock options under the 1992 Option Plan and the
1996 Option Plan. Only non-statutory stock options may be granted by the Stock
Option Committee under the 1998 Option Plan. The maximum number of shares
subject to options that may be awarded under the 1996 Option Plan to any
employee during any consecutive three-year period is 500,000 shares of Common
Stock. Under the 1992 Option Plan and the 1996 Option Plan, the purchase price
of shares subject to an option granted under the Plans is determined by the
Stock Option Committee at the date of grant. The purchase price may not be less
than 50% of the fair market value of the shares of Common Stock on the date of
grant. Options granted under the Plans must be exercised within ten years from
the date of grant. Unless otherwise provided by the Stock Option Committee, the
options vest with respect to one-third of the shares covered thereby on each of
the first three anniversaries of the date of grant. In the case of any eligible
employee who owns or is deemed to own stock possessing more than 10% of the
total combined voting power of all classes of stock of the Company or its parent
or subsidiaries, (i) the option price of any incentive

12
<PAGE> 15

stock option granted may not be less than 110% of the fair market value of the
Common Stock on the date of grant, and (ii) the exercisable period may not
exceed five years from date of grant. With respect to any other eligible
employee, the option price of any incentive stock option may not be less than
100% of such fair market value.

Options granted under the Plans are not transferable by the optionee other
than by will or under the laws of descent and distribution. Options granted
under the Plans terminate on the earlier of (i) the expiration date of the
option or (ii) one day less than one month after the date the holder of the
option terminated his or her employment with the Company for any reason other
than the death, disability or, in the case of a non-statutory option, the
retirement of such holder. During such one-month period, the holder may exercise
the option in respect of the number of shares that were vested on the date of
such severance of employment. In the event of severance because of the death or
disability of a holder before the expiration date of the option, the option
terminates on the earlier of such (i) expiration date or (ii) one year following
the date of severance. During this period the holder generally may exercise the
option in respect of the number of shares that were vested on the date of
severance because of disability. In the event of the retirement of the holder, a
non-statutory option terminates on the earlier of (i) the expiration date of the
option or (ii) one year following the date of retirement. During this period,
the holder generally may exercise the option in respect of the number of shares
that were vested on the date of severance because of retirement.

OPTION GRANTS

No options were granted to the named executive officers during the fiscal
year ended January 29, 2000.

OPTION EXERCISES

The following table sets forth the aggregate option exercises during the
last fiscal year and the value of outstanding options at year-end held by the
named executive officers:

AGGREGATE OPTION EXERCISES IN FISCAL 1999 AND OPTION VALUES AT JANUARY 29, 2000

<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
SHARES UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
ACQUIRED ON VALUE OPTIONS AT YEAR END(#) AT YEAR END($)
NAME EXERCISE(#) REALIZED($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- ---- ----------- ----------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
George Zimmer............... -- -- -- --
David H. Edwab.............. -- -- 75,000/150,000 456,000/566,000
Eric Lane................... -- -- 37,188/40,313 437,000/355,000
Charles Bresler............. -- -- 12,000/36,563 106,000/239,000
James E. Zimmer............. -- -- -- --
</TABLE>

COMPENSATION OF DIRECTORS

Employee directors of the Company do not receive fees for attending
meetings of the Board of Directors. Each non-employee director of the Company
receives a quarterly retainer of $2,500. In addition, under the Director Plan,
as amended, 117,500 shares of common stock may be granted. Under the Director
Plan, each person who is a non-employee director on the last business day of
each fiscal year of the Company is granted an option to acquire 2,000 shares of
Common Stock. All options granted permit the non-employee director to purchase
the option shares at the closing price on the date of grant and become
exercisable one year after the date of grant. All options granted under the
Director Plan must be exercised within 10 years of the date of grant. Such
options terminate on the earlier of the date of the expiration of the option or
one day less than one month after the date the director ceases to serve as a
director of the Company for any reason other than death, disability or
retirement as a director.

On January 28, 2000, the Company granted each of Messrs. Brutoco, Stein and
Ray an option to purchase 2,000 shares of Common Stock at $24.125 per share
pursuant to the Director Plan.

13
<PAGE> 16

PERFORMANCE GRAPH

The following graph compares, as of each of the dates indicated, the
percentage change in the Company's cumulative total shareholder return on the
Common Stock with the cumulative total return of the NASDAQ Composite Index and
the Retail Specialty Apparel Index. The graph assumes that the value of the
investment in the Common Stock and each index was $100 at April 15, 1992 (the
date the Common Stock was first publicly traded) and that all dividends paid by
those companies included in the indices were reinvested.
[PERFORMANCE GRAPH]

<TABLE>
<CAPTION>
COMPANY RETAIL SPECIALTY APPAREL NASDAQ COMPOSITE INDEX
------- ------------------------ ----------------------
<S> <C> <C> <C>
4/15/92 1.000 1.000 1.000
01/30/93 1.423 1.083 1.167
01/29/94 3.043 1.012 1.327
01/28/95 2.567 0.903 1.287
02/03/96 4.889 1.065 1.863
02/01/97 4.608 1.251 2.416
01/31/98 6.209 2.048 2.854
01/30/99 7.691 3.798 4.455
01/29/00 6.263 3.437 6.840
</TABLE>

MEASUREMENT PERIOD (FISCAL YEAR COVERED)

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
04/15/92 01/30/93 01/29/94 01/28/95 02/03/96 02/01/97 01/31/98 01/30/99 01/29/00
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Company 1.000 1.423 3.043 2.567 4.889 4.608 6.209 7.691 6.263
Retail Specialty
Apparel 1.000 1.083 1.012 0.903 1.065 1.251 2.048 3.798 3.437
Nasdaq Composite
Index 1.000 1.167 1.327 1.287 1.863 2.416 2.854 4.455 6.840
</TABLE>

The foregoing graph is based on historical data and is not necessarily
indicative of future performance. This graph shall not be deemed to be
"soliciting material" or to be "filed" with the Commission or subject to
Regulations 14A and 14C under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), or to the liabilities of section 18 under the Exchange
Act.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

No member of the Compensation Committee of the Board of Directors of the
Company was, during fiscal 1999, an officer or employee of the Company or any of
its subsidiaries, or was formerly an officer of the Company or any of its
subsidiaries, or had any relationships requiring disclosure by the Company under
Item 404 of Regulation S-K, except as described below:

- Under the terms of an Engagement Letter dated September 9, 1998, Bear
Stearns served as the Company's financial advisor in connection with the
Moores transaction. Mr. Stein, a director of the Company, is a Senior
Managing Director of Bear Stearns and oversees its United States regional
investment banking offices.

14
<PAGE> 17

During fiscal 1999, no executive officer of the Company served as (i) a
member of the compensation committee (or other board committee performing
equivalent functions) of another entity, one of whose executive officers served
on the Compensation Committee of the Board of Directors, (ii) a director of
another entity, one of whose executive officers served on the Compensation
Committee, or (iii) a member of the compensation committee (or other board
committee performing equivalent functions) of another entity, one of whose
executive officers served as a director of the Company.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee (the "Committee") of the Board of Directors of
The Men's Wearhouse, Inc. (the "Company") is pleased to present its 1999 report
on executive compensation. This Committee report documents components of the
Company's executive officer compensation programs and describes the basis on
which 1999 compensation determinations were made by the Committee with respect
to the executive officers of the Company, including the executive officers that
are named in the compensation tables. The Committee is comprised entirely of
non-employee directors.

Compensation Philosophy and Overall Objectives of Executive Compensation
Programs

It is the philosophy of the Company to ensure that executive compensation
be directly linked to continuous improvements in corporate financial performance
and increases in shareholder value. The following objectives, which were adopted
by the Committee, serve as the guiding principles for all compensation
decisions:

- Provide a competitive total compensation package that enables the Company
to retain key executives.

- Integrate pay programs with the Company's annual and long-term business
objectives and strategy, and focus executive behavior on the fulfillment
of those objectives.

- Provide variable compensation opportunities that are directly linked with
the performance of the Company and that align executive remuneration with
the interests of shareholders.

The Committee believes that the Company's current executive compensation
program has been designed and is administered in a manner consistent with these
objectives.

Executive Compensation Program Components

The Company uses cash-and equity-based compensation to achieve its
pay-for-performance philosophy and to reward short and long-term performance.

Base Salary. The Company's compensation philosophy is to control
compensation costs and to place greater emphasis on incentive compensation based
on results. Accordingly, the Committee believes that the Company's base salaries
are well within the industry norms for companies of similar size. Salaries for
executives are reviewed periodically and revised, if appropriate, based on a
variety of factors, including individual performance, level of responsibility,
prior experience, breath of knowledge, external pay practices and overall
financial results.

Incentive Compensation. The Company's philosophy is to use a combination of
annual and long-term compensation methods for the majority of the Company's
management. The Committee understands that the majority of executive officers
named in the compensation table hold significant ownership interests in the
Company. Accordingly, it is the belief of the Committee that incentives through
stock option participation at this time for the majority of these individuals
would not significantly affect the long-term or short-term perspective of these
individuals.

The Committee has adopted a bonus program for 2000 in which executive
officers will participate. A maximum bonus has been set for each of the named
executive officers based upon the total compensation package of the officer
relative to his duties, which bonuses range from $60,000 to $100,000.

15
<PAGE> 18

The criteria for determining the amount of bonus participation is based on:
(i) the Company attaining sales goals, (ii) the Company attaining net income
goals, (iii) the Company attaining shrinkage goals, and (iv) the officer
attaining personal goals. Each of the first three criteria are quantitative,
while the fourth criterion is subjective. The Company's bonus program for the
majority of the work force is based on attaining similar sales and shrinkage
goals.

Discussion of 1999 Compensation for the Chief Executive Officer

George Zimmer, Chairman of the Board and Chief Executive Officer of the
Company, is a significant shareholder in the Company, as well as one of the
Company's founders.

In determining Mr. Zimmer's compensation for 1999, the Committee considered
the Company's financial performance and corporate accomplishments, individual
performance and salary data for chief executive officers of other publicly held
apparel companies having a size and focus that the Committee believed comparable
to the Company's. The Committee also reviewed more subjective factors, such as
development and implementation of the corporate strategies to enhance
shareholder value and the Company's overall corporate philosophy. The Committee
feels that Mr. Zimmer's compensation program for 1999 and 2000 is conservative.

Base Salary. Mr. Zimmer's base salary during fiscal 1999 was $35,000 per
month. While the Committee believes that the performance of Mr. Zimmer and the
Company would justify a substantial increase in Mr. Zimmer's base salary, Mr.
Zimmer has advised the Committee that he is satisfied with his current base
salary and therefore no change has been approved for fiscal 2000.

Annual Incentive. Mr. Zimmer was paid an $87,500 bonus under the 1999 bonus
program. Mr. Zimmer will be eligible for a bonus of up to $100,000 in 2000 based
on the criteria discussed under "Incentive Compensation".

Summary. The Company's 1999 financial results exceeded management's
expectations. It is the opinion of the Compensation Committee that the total
compensation program for 1999 for the executive officers relative to the
Company's performance was reasonable and that the compensation to George Zimmer
remains modest in light of management's achievements and the total compensation
packages provided to chief executive officers by other publicly held clothing
retailers.

COMPENSATION COMMITTEE

Sheldon I. Stein, Chairman
Michael L. Ray

16
<PAGE> 19

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company leases a warehouse facility in Houston, Texas from Zig Zag, a
Texas joint venture, in which George Zimmer, James E. Zimmer and Richard E.
Goldman are the sole and equal joint venturers. During 1999, the Company paid
rentals of $78,000 to Zig Zag. The lease expires on August 31, 2005.

The Company also leases the land underlying a store in Dallas, Texas (which
building is owned by the Company) from 8239 Preston Road, Inc., a Texas
corporation of which George Zimmer, James E. Zimmer and Richard E. Goldman each
own 20% of the outstanding common stock, and Laurie Zimmer, sister of George and
James Zimmer and daughter of Robert E. Zimmer, owns 40% of the outstanding
common stock. The Company paid aggregate rentals on such property to such
corporation of $49,000 in 1999. The lease expires April 30, 2004.

K&G leases its Irving, Texas store from three individuals, including Mr.
Greenspan. Pursuant to this arrangement, K&G made lease payments of $66,000 in
fiscal 1999. The lease for this store currently provides that K&G pay rent of
$5,500 per month.

Ellsworth Realty, L.L.C., a limited liability company of which Mr.
Greenspan beneficially owns 50%, leases office space, retail space and a
warehouse in Atlanta, Georgia to K&G. The lease provides for K&G to pay
Ellsworth Realty a specified amount for the warehouse and office space and a
specified amount for the retail space plus 1% of the net sales of the store in
excess of a certain threshold amount. Pursuant to this arrangement, K&G paid or
accrued to Ellsworth Realty approximately $286,000 in fiscal 1999.

Management believes that the terms of the foregoing leasing arrangements
are comparable to what would have been available to the Company from
unaffiliated third parties at the time such leases were entered into.

K&G Men's Center, Inc., a wholly-owned subsidiary of the Company, has
entered into an agreement in principle with MALG, Inc., to acquire a retail
store operation, including inventory, in Atlanta, Georgia for approximately
$2,000,000. Mr. Greenspan owns 30% of MALG, Inc. and is an officer and director
of MALG, Inc. Mr. Greenspan's wife owns 30% of MALG, Inc.

8239 Preston Road, Inc. and Zig Zag each have loans with Bank of America
and have agreed that a default by the Company under the Company's Credit
Agreement with Bank of America will constitute a default under the loan
agreements of such partnership or corporation with Bank of America. If for any
reason the Company's loan with Bank of America becomes due and payable or is
paid, the loans to such partnership or corporation from Bank of America will
become automatically due and payable. The loans from Bank of America to Zig Zag
and 8239 Preston Road, Inc. mature in June 2000. The maximum principal amount
outstanding under the loans to Zig Zag and 8239 Preston Road, Inc. during 1999
was $525,000 and $350,000, respectively. With the exception of Laurie Zimmer,
each of the partners and shareholders of such partnership or corporation has
personally guaranteed the obligations of the respective entity under the loan
agreements.

The Company has engaged ShangriLa Consulting, to provide consulting
services, on a non-exclusive basis, to the Company with respect to general
business matters including, specifically, internet commerce, for a fee of
$20,000 per month plus reimbursement of certain expenses, which approximated
$56,000 during 1999. This engagement is cancelable by either party on 60 days
notice. Mr. Brutoco is the President and Chief Executive Officer, and, together
with his wife, owns 100% of ShangriLa Consulting, Inc.

The Company has utilized the services of Regal Aviation L.L.C. ("Regal
Aviation"), which operates a private air charter service, to provide air
transportation from time to time for employees of the Company. During 1999, the
Company paid approximately $496,000 to Regal Aviation for such services. Regal
Aviation is a limited liability company of which George Zimmer, Robert Zimmer,
James Zimmer and Richard Goldman own an aggregate of approximately 98% of the
membership interest. The charter rates charged by Regal Aviation are at least as
favorable as can be obtained from independent air charter services.

The Company has entered into a corporate joint venture, Chelsea Market
Systems, L.L.C. ("Chelsea"), to develop and implement certain retail store
systems software to be used by the Company and to be marketed to third parties.
The Company owns a 50% interest in Chelsea through one of its subsidiaries,
Renwick Technologies, Inc. In addition, Harry M. Levy, an officer and director
of the Company, owns a 20% interest in
17
<PAGE> 20

Chelsea. The Company will pay the actual costs incurred by the joint venture to
develop and implement the software to be used in the Company's operations. After
development and implementation of the software for the Company, the joint
venture will attempt to market the software to third parties.

In December 1996, the Company advanced $166,000 to Mr. Lane to enable him
to purchase a residence. In 1999, Mr. Lane paid the Company $8,391 in interest
on this advance at an average rate of 5.4% per annum and had an outstanding
balance of $141,000 on January 29, 2000.

In March 2000, the Company advanced $200,000 to Mr. Marshall to enable him
to remodel his residence. The Company anticipates that the advance will be
repaid later this year.

See "Compensation Committee Interlocks and Insider Participation" for
additional information regarding certain relationships and related transactions
with Mr. Stein.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

To the Company's knowledge, and except as set forth below, based solely on
a review of the copies of the reports required pursuant to Section 16(a) of the
Exchange Act that have been furnished to the Company and written representations
that no other reports were required, during the fiscal year ended January 29,
2000, all Section 16(a) filing requirements applicable to its directors,
executive officers and greater than 10% beneficial owners have been met, except
for Mr. Brutoco. Mr. Stein and Mr. Ray. In January 1999, a grant of stock
options pursuant to The Men's Wearhouse, Inc. Non-Employee Director Stock Option
plan was unintentionally omitted from the Form 5 filed on February 8, 1999 for
Mr. Brutoco, Mr. Stein and Mr. Ray. The grant consisted of 2,000 shares each and
these shares were reported on Form 5 for the fiscal year ended January 29, 2000
filed on March 2, 2000.

RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

The Board of Directors has appointed the firm of Deloitte & Touche LLP as
independent auditors for the fiscal year ending February 3, 2001, subject to
ratification by the shareholders at the Annual Meeting. Representatives of
Deloitte & Touche LLP are expected to attend the Annual Meeting, will be
afforded an opportunity to make a statement if they desire to do so, and will be
available to respond to appropriate questions by shareholders.

PROPOSALS FOR NEXT ANNUAL MEETING

Any proposals of shareholders intended to be presented at the annual
meeting of shareholders of the Company to be held in 2001 must be received by
the Company at its corporate offices, 5803 Glenmont Drive, Houston, Texas 77081,
no later than January 24, 2001, in order to be considered for inclusion in the
proxy statement and form of proxy relating to that meeting.

OTHER MATTERS

The management of the Company knows of no other matters, which may come
before the meeting. However, if any matters other than those referred to above
should properly come before the meeting, it is the intention of the persons
named in the enclosed proxy to vote such proxy in accordance with their best
judgment.

The cost of solicitation of proxies in the accompanying form will be paid
by the Company. In addition to solicitation by use of the mails, certain
directors, officers or employees of the Company may solicit the return of
proxies by telephone, telegram or personal interview.

18
<PAGE> 21
PROXY THE MEN'S WEARHOUSE, INC. PROXY
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 21, 2000

The undersigned shareholder of The Men's Wearhouse, Inc. (the "Company")
hereby appoints George Zimmer and David H. Edwab, or either of them, attorneys
and proxies of the undersigned, with full power of substitution to vote, as
designated below, the number of votes which the undersigned would be entitled
to cast if personally present at the Annual Meeting of Shareholders of the
Company to be held at 3:00 PM, central daylight time, on Wednesday, June 21,
2000, at The Houstonian Hotel, 111 N. Post Oak Lane, Houston, Texas, and at any
adjournment or adjournments thereof.

<TABLE>
<S> <C>
1. Election of Directors:
[ ] FOR all nominees listed, except as indicated to the contrary [ ] WITHHOLD AUTHORITY to vote for election of all
below Nominees

Nominees: George Zimmer, David H. Edwab, Richard E. Goldman, Harry M. Levy, Robert E. Zimmer, James E. Zimmer,
Stephen H. Greenspan, Rinaldo Brutoco, Michael L. Ray and Sheldon I. Stein.

(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE THAT PERSON'S NAME IN THE
SPACE PROVIDED AT RIGHT.)

- ---------------------------------------------------------------------------------------------------------------------------
2. Proposal to amend the Company's 1996 Stock Option Plan to increase the number of authorized shares of Common Stock,
$.01 par value, with respect to which options may be granted under the plan from 1,125,000 shares to 1,850,000 shares.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

3. Proposal to amend the Company's 1992 Non-Employee Director Stock Option Plan to increase the number of authorized
shares of Common Stock, $.01 par value, with respect to which options may be granted under the plan from 67,500
shares to 117,500 shares.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

(Continued, and to be signed on reverse side)
</TABLE>
<PAGE> 22

4. Proposal to ratify the appointment of Deloitte & Touche LLP as independent
auditors.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

5. In their discretion, the above-named proxies are authorized to vote upon
such other matters as may properly come before the meeting or any
adjournment thereof and upon matters incident to the conduct of the meeting.

This Proxy will be voted as directed. IF NOT OTHERWISE SPECIFIED, THE SHARES
WILL BE VOTED FOR EACH OF THE NOMINEES LISTED HEREIN AND FOR PROPOSALS 2, 3 AND
4. As noted in the accompanying proxy statement, receipt of which is hereby
acknowledged, if any of the listed nominees becomes unavailable for any reason
and authority to vote for election of directors is not withheld, the shares will
be voted for another nominee or other nominees to be selected by the Board of
Directors.

Dated , 2000
-----------------------------------

-----------------------------------------------

-----------------------------------------------
Signature of Shareholder

Your signature should correspond with your name
as it appears hereon. Joint owners should each
sign. When signing as attorney, executor,
administrator, trustee or guardian, please set
forth your full title as it appears hereon.

PLEASE MARK, SIGN, DATE AND
RETURN IMMEDIATELY

<PAGE> 23
THE MEN'S WEARHOUSE, INC.

PROXY VOTING INSTRUCTIONS
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 21, 2000

The Board of Directors of The Men's Wearhouse, Inc. (the "Company")
recommends a vote "FOR" each of the following proposals. Please provide voting
instructions by marking your choices below.

<TABLE>
<S> <C>
1. Election of Directors:
[ ] FOR all nominees listed, except as indicated to the contrary [ ] WITHHOLD AUTHORITY to vote for election of all
below Nominees

Nominees: George Zimmer, David H. Edwab, Richard E. Goldman, Harry M. Levy, Robert E. Zimmer, James E. Zimmer,
Stephen H. Greenspan, Rinaldo Brutoco, Michael L. Ray and Sheldon I. Stein.

(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE THAT PERSON'S NAME IN THE
SPACE PROVIDED AT RIGHT.)
- ---------------------------------------------------------------------------------------------------------------------------
2. Proposal to amend the Company's 1996 Stock Option Plan to increase the number of authorized shares of Common Stock,
$.01 par value, with respect to which options may be granted under the plan from 1,125,000 shares to 1,850,000 shares.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

(Continued, and to be signed on reverse side)
</TABLE>
<PAGE> 24

4. Proposal to ratify the appointment of Deloitte & Touche LLP as independent
auditors.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

The shares allocated to your account in the Company's 401(k) Savings Plan
will be voted as directed. IF NOT OTHERWISE SPECIFIED, THE SHARES WILL BE VOTED
FOR EACH OF THE NOMINEES LISTED HEREIN AND FOR PROPOSALS 2, 3 AND 4. As noted
in the accompanying proxy statement, receipt of which is hereby acknowledged,
if any of the listed nominees becomes unavailable for any reason and authority
to vote for election of directors is not withheld, the shares will be voted for
another nominee or other nominees to be selected by the Board of Directors.

Dated ____________________________________, 2000

------------------------------------------------

------------------------------------------------
Signature of Shareholder

PLEASE MARK, SIGN, DATE AND
RETURN IMMEDIATELY

<PAGE> 25
THE MEN'S WEARHOUSE, INC.

PROXY VOTING INSTRUCTIONS
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 21, 2000

The Board of Directors of The Men's Wearhouse, Inc. (the "Company")
recommends a vote "FOR" each of the following proposals. Please provide voting
instructions by marking your choices below.

<TABLE>
<S> <C>
1. Election of Directors:
[ ] FOR all nominees listed, except as indicated to the contrary [ ] WITHHOLD AUTHORITY to vote for election of all
below Nominees

Nominees: George Zimmer, David H. Edwab, Richard E. Goldman, Harry M. Levy, Robert E. Zimmer, James E. Zimmer,
Stephen H. Greenspan, Rinaldo Brutoco, Michael L. Ray and Sheldon I. Stein.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

(Continued, and to be signed on reverse side)
</TABLE>
<PAGE> 26
4. Proposal to ratify the appointment of Deloitte & Touche LLP as independent
auditors.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

The shares allocated to your account in the Company's Employee Stock Plan
will be voted as directed. IF NOT OTHERWISE SPECIFIED, THE SHARES WILL BE VOTED
FOR EACH OF THE NOMINEES LISTED HEREIN AND FOR PROPOSALS 2, 3 AND 4. As noted
in the accompanying proxy statement, receipt of which is hereby acknowledged,
if any of the listed nominees becomes unavailable for any reason and authority
to vote for election of directors is not withheld, the shares will be voted for
another nominee or other nominees to be selected by the Board of Directors.

Dated , 2000
------------------------------------

-----------------------------------------------

-----------------------------------------------
Signature of Shareholder

PLEASE MARK, SIGN, DATE AND
RETURN IMMEDIATELY

<PAGE> 27
THE MEN'S WEARHOUSE, INC.

PROXY VOTING INSTRUCTIONS
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 21, 2000

The Board of Directors of The Men's Wearhouse, Inc. (the "Company")
recommends a vote "FOR" each of the following proposals. Please provide voting
instructions by marking your choices below.

<TABLE>
<S> <C>
1. Election of Directors:
[ ] FOR all nominees listed, except as indicated to the contrary [ ] WITHHOLD AUTHORITY to vote for election of all
below Nominees

Nominees: George Zimmer, David H. Edwab, Richard E. Goldman, Harry M. Levy, Robert E. Zimmer, James E. Zimmer,
Stephen H. Greenspan, Rinaldo Brutoco, Michael L. Ray and Sheldon I. Stein.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

(Continued, and to be signed on reverse side)
</TABLE>
<PAGE> 28

4. Proposal to ratify the appointment of Deloitte & Touche LLP as independent
auditors.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

The shares allocated to your account in the Company's Employee Stock
Discount Plan will be voted as directed. IF NOT OTHERWISE SPECIFIED, THE SHARES
WILL BE VOTED FOR EACH OF THE NOMINEES LISTED HEREIN AND FOR PROPOSALS 2, 3 AND
4. As noted in the accompanying proxy statement, receipt of which is hereby
acknowledged, if any of the listed nominees becomes unavailable for any reason
and authority to vote for election of directors is not withheld, the shares will
be voted for another nominee or other nominees to be selected by the Board of
Directors.

Dated ____________________________________, 2000

------------------------------------------------

------------------------------------------------
Signature of Shareholder

PLEASE MARK, SIGN, DATE AND
RETURN IMMEDIATELY

<PAGE> 29
THE MEN'S WEARHOUSE, INC.
PROXY VOTING INSTRUCTIONS
TO THE HOLDER OF THE COMPANY'S SERIES A SPECIAL VOTING PREFERRED STOCK
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 21, 2000

The Board of Directors of The Men's Wearhouse, Inc. (the "Company")
recommends a vote "FOR" each of the following proposals. Please provide voting
instructions by marking your choices below.

(Please indicate which of the two options outlined below you are choosing by
checking the box appearing at the beginning of such option)

[ ] Please attend the meeting in person or by proxy and exercise such votes as
follows:

<TABLE>
<S> <C>
1. Election of Directors:
[ ] FOR all nominees listed, except as indicated to the contrary [ ] WITHHOLD AUTHORITY to vote for election of all
below Nominees

Nominees: George Zimmer, David H. Edwab, Richard E. Goldman, Harry M. Levy, Robert E. Zimmer, James E. Zimmer,
Stephen H. Greenspan, Rinaldo Brutoco, Michael L. Ray and Sheldon I. Stein.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

3. Proposal to amend the Company's 1992 Non-Employee Director Stock Option Plan to increase the number of authorized shares of
Common Stock, with respect to which options may be granted under the plan from 67,500 shares to 117,500 shares.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

(Continued, and to be signed on reverse side)
</TABLE>
<PAGE> 30

4. Proposal to ratify the appointment of Deloitte & Touche LLP as independent
auditors.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

You have the right to instruct the Trustee, which is the holder of record of
the Company's Series A Special Voting Preferred Stock, how to vote such stock
with respect to the Exchangeable Shares of Moores Retail Group Inc. ("Moores")
held by you. Unless otherwise instructed below, by executing this Proxy Voting
Instructions you authorize and direct the Trustee to vote the votes of the
Preferred Stock represented by all of your Exchangeable Shares in accordance
with this Proxy Voting Instructions. IF NOT OTHERWISE SPECIFIED HEREIN, THE
UNDERSIGNED DIRECTS THE TRUSTEE TO VOTE FOR EACH OF THE NOMINEES LISTED HEREIN
AND FOR PROPOSALS 2,3, AND 4. As noted in the accompanying proxy statement,
receipt of which is hereby acknowledged, if any of the listed nominees becomes
unavailable for any reason and authority to vote for election of directors is
not withheld, the shares will be voted for another nominee or other nominees to
be selected by the Board of Directors.

-or-

[ ] Please provide the undersigned Shareholder with a proxy entitling the
Shareholder to attend the meeting personally and exercise the votes to which
he is entitled pursuant to the Voting Trust Agreement dated as of February 10,
1999.

<TABLE>

<S> <C>
I hereby withhold instructions with respect to Dated , 2000
-----------------------------
__________________ shares of Exchangeable
Shares of Moores. -----------------------------------------

-----------------------------------------
Signature of Shareholder

PLEASE MARK, SIGN, DATE AND RETURN
TO THE TRUSTEE BY FACSIMILE (416-867-6264)
AT OR PRIOR TO THE CLOSE OF
BUSINESS ON JUNE 19, 2000

</TABLE>
<PAGE> 31
PROXY THE MEN'S WEARHOUSE, INC. PROXY

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 21, 2000

The undersigned shareholder of the one share of The Men's Wearhouse, Inc.
(the "Company") Series A Special Voting Preferred Stock hereby appoints George
Zimmer and David H. Edwab, or either of them, attorneys and proxies of the
undersigned, with full power of substitution to vote, as designated below, the
number of votes which the undersigned would be entitled to cast if personally
present at the Annual Meeting of Shareholders of the Company to be held at 3:00
PM, central daylight time, on Wednesday, June 21, 2000, at The Houstonian
Hotel, 111 N. Post Oak Lane, Houston, Texas, and at any adjournment or
adjournments thereof.

<TABLE>
<S> <C>
1. Election of Directors:
[ ] Votes FOR all nominees listed, except as indicated to [ ] Votes WITHHOLD AUTHORITY to vote for election
the contrary below of all Nominees

Nominees: George Zimmer, David H. Edwab, Richard E. Goldman, Harry M. Levy, Robert E. Zimmer, James E. Zimmer,
Stephen H. Greenspan, Rinaldo Brutoco, Michael L. Ray and Sheldon I. Stein.

(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE THAT PERSON'S NAME AND THE NUMBER OF
VOTES AS TO WHICH SUCH AUTHORITY IS WITHHELD IN THE SPACE PROVIDED AT RIGHT.)
- ---------------------------------------------------------------------------------------------------------------------------
2. Proposal to amend the Company's 1996 Stock Option Plan to increase the number of authorized shares of Common Stock,
$.01 par value, with respect to which options may be granted under the plan from 1,125,000 shares to 1,850,000 shares.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

(Continued, and to be signed on reverse side)
</TABLE>
<PAGE> 32

4. Proposal to ratify the appointment of Deloitte & Touche LLP as independent
auditors.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

This Proxy will be voted as directed. As noted in the accompanying proxy
statement, receipt of which is hereby acknowledged, if any of the listed
nominees becomes unavailable for any reason and authority to vote for election
of directors is not withheld, the shares will be voted for another nominee or
other nominees to be selected by the Board of Directors.

Dated ____________________________________, 2000

------------------------------------------------

------------------------------------------------
Signature of Shareholder

PLEASE MARK, SIGN, DATE AND
RETURN IMMEDIATELY