SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
[X] Annual Report Pursuant To Section 13 or 15(d) of The Securities Exchange Act
of 1934 for the fiscal year ended January 31, 1998 ("Fiscal 1997").
[ ] Transition Report Pursuant To Section 13 or 15(d) of The Securities Exchange
Act of 1934 for the transition period from to .
[Commission file number 0-23874]
JOS. A. BANK CLOTHIERS, INC.
----------------------------
(Exact name of registrant as specified in its character)
DELAWARE 36-3189198
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(State of Incorporation) (I.R.S. Employer Identification No.)
500 HANOVER PIKE, HAMPSTEAD, MD 21074
- ------------------------------- -----------
(Address of principal executive offices) (zip code)
(410) 239-2700
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(Registrant's telephone number, including area code)
Securities registered pursuant to Securities registered pursuant to
Section 12(g) of the Act: Section 12(b) of the Act:
Title of each class None
-------------------
Common Stock (the "Common Stock")
par value $.01 per share
RIGHTS TO PURCHASE UNITS OF SERIES A PREFERRED STOCK
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III for this Form 10-K or any
amendment to this Form 10-K. [ ]
The aggregate market value of the voting stock held by nonaffiliates of the
registrant, based upon the closing price of shares of Common Stock on the
National Association of Securities Dealers Automated Quotation ("NASDAQ")
National Market System at April 24, 1998 was approximately $50,084,746.
The number of shares of Common Stock, par value $0.01 per share, outstanding on
April 24, 1998 was 6,791,152.
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of Definitive Proxy Statement for Annual Meeting of Shareholders to be
held on June 9, 1998 are incorporated by reference into Part III hereof.
Index to the exhibits appears on Page 17.
<PAGE>
JOS. A. BANK CLOTHIERS, INC.
(REGISTRANT)
BY: /s/: TIMOTHY F. FINLEY
______________________
TIMOTHY F. FINLEY
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed below by the following persons in the capacities and
on the dates indicated.
<TABLE>
<CAPTION>
NAME TITLE DATE
- ---- ----- ----
<S><C>
/s/: Timothy F. Finley Director, Chairman of the Board and Chief
____________________________ Executive Officer (Principal Executive Officer) April 24, 1998
Timothy F. Finley
/s/: Frank Tworecke President and Chief Merchandising Officer April 24, 1998
____________________________
Frank Tworecke
/s/: David E. Ullman Executive Vice President, Chief Financial and April 24, 1998
____________________________ Administrative Officer
David E. Ullman
/s/: Thomas E. Polley Vice President - Treasurer (Principal
____________________________ Accounting Officer) April 24, 1998
Thomas E. Polley
/s/: Robert B. Bank Director April 24, 1998
____________________________
Robert B. Bank
/s/: Andrew A. Giordano Director April 24, 1998
____________________________
Andrew A. Giordano
/s/: Gary S. Gladstein Director April 24, 1998
____________________________
Gary S. Gladstein
/s/: Peter V. Handal Director April 24, 1998
____________________________
Peter V. Handal
/s/: David A. Preiser Director April 24, 1998
____________________________
David A. Preiser
/s/: Robert N. Wildrick Director April 24, 1998
____________________________
Robert N. Wildrick
</TABLE>
19
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors and Shareholders
of Jos. A. Bank Clothiers, Inc.:
We have audited the accompanying consolidated balance sheets of Jos. A. Bank
Clothiers, Inc. (a Delaware corporation) and subsidiaries as of February 1, 1997
and January 31, 1998, and the related consolidated statements of income (loss),
shareholders' equity and cash flows for the years ended February 3, 1996,
February 1, 1997 and January 31, 1998. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. 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, the financial statements referred to above present fairly, in
all material respects, the financial position of Jos. A. Bank Clothiers, Inc.
and subsidiaries as of February 1, 1997 and January 31, 1998, and the results of
its operations and its cash flows for the years ended February 3, 1996, February
1, 1997 and January 31, 1998, in conformity with generally accepted accounting
principles.
/s/ Arthur Andersen LLP
Baltimore, Maryland
April 16, 1998
F-1
Exhibit 23.0
ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Form S-8 Registration Statement of Jos. A. Bank Clothiers,
Inc. pertaining to the Jos. A. Bank Clothiers, Inc. Incentive Plan, of our
report dated April 16, 1998.
/s/ Arthur Andersen LLP
Baltimore, Maryland,
April 16, 1998
