| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| SCHEDULE 13D/A | |
| Under the Securities Exchange Act of 1934 | |
| (Amendment No. 2 )* | |
|
The Men's Wearhouse, Inc. | |
| (Name of Issuer) | |
|
Common Stock, par value $0.01 per share | |
| (Title of Class of Securities) | |
|
587118100 | |
| (CUSIP Number) | |
|
Marc Weingarten Schulte Roth & Zabel LLP 919 Third Avenue New York, New York 10022 (212) 756-2000 | |
| (Name, Address and Telephone Number of Person | |
| Authorized to Receive Notices and Communications) | |
|
January 13, 2014 | |
| (Date of Event Which Requires Filing of This Statement) | |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]
(Page 1 of 9 Pages)
______________________________
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 587118100 | SCHEDULE 13D/A | Page 2 of 9 Pages |
| 1 |
NAME OF REPORTING PERSON Eminence Capital, LLC | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) x | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS AF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION New York | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7 |
SOLE VOTING POWER 0 | ||
| 8 |
SHARED VOTING POWER 4,684,200 shares of Common Stock | |||
| 9 |
SOLE DISPOSITIVE POWER 0 | |||
| 10 |
SHARED DISPOSITIVE POWER 4,684,200 shares of Common Stock | |||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 4,684,200 shares of Common Stock | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9% | |||
| 14 |
TYPE OF REPORTING PERSON IA; OO | |||
| CUSIP No. 587118100 | SCHEDULE 13D/A | Page 3 of 9 Pages |
| 1 |
NAME OF REPORTING PERSON Eminence GP, LLC | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) x | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS AF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION New York | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7 |
SOLE VOTING POWER 0 | ||
| 8 |
SHARED VOTING POWER 4,279,223 shares of Common Stock | |||
| 9 |
SOLE DISPOSITIVE POWER 0 | |||
| 10 |
SHARED DISPOSITIVE POWER 4,279,223 shares of Common Stock | |||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 4,279,223 shares of Common Stock | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.0% | |||
| 14 |
TYPE OF REPORTING PERSON OO | |||
| CUSIP No. 587118100 | SCHEDULE 13D/A | Page 4 of 9 Pages |
| 1 |
NAME OF REPORTING PERSON Ricky C. Sandler | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) x | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS AF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7 |
SOLE VOTING POWER 0 | ||
| 8 |
SHARED VOTING POWER 4,684,200 shares of Common Stock | |||
| 9 |
SOLE DISPOSITIVE POWER 0 | |||
| 10 |
SHARED DISPOSITIVE POWER 4,684,200 shares of Common Stock | |||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 4,684,200 shares of Common Stock | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.9% | |||
| 14 |
TYPE OF REPORTING PERSON IN | |||
| CUSIP No. 587118100 | SCHEDULE 13D/A | Page 5 of 9 Pages |
This Amendment No. 2 ("Amendment No. 2") amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on November 7, 2013 (the "Original Schedule 13D") and Amendment No. 1 to the Original Schedule 13D, filed with the SEC on November 15, 2013 ("Amendment No. 1" and together with the Original Schedule 13D and this Amendment No. 2, the "Schedule 13D") with respect to the shares of common stock, $0.01 par value (the "Common Stock") of The Men's Wearhouse, Inc., a Texas corporation (the "Issuer"). Capitalized terms used herein and not otherwise defined in this Amendment No. 2 have the meanings set forth in the Schedule 13D. This Amendment No. 2 amends Items 4, 5 and 7 as set forth below.
| Item 4. | PURPOSE OF TRANSACTION |
|
Item 4 is hereby amended and supplemented by the addition of the following: | |
|
On November 26, 2013, the Issuer offered $1.54 billion (or $55 per share) in cash to acquire Jos. A. Bank. Jos. A. Bank rejected the offer and on January 6, 2014, the Issuer raised its bid for Jos. A. Bank to $1.61 billion (or $57.50 per share).
On January 13, 2014, the Reporting Persons issued a press release (the "Press Release") that included the full text of a letter sent by the Reporting Persons to the Jos. A. Bank board of directors stating, among other things, that they (i) support an acquisition of Jos. A. Bank by the Issuer, (ii) demand that the Jos. A. Bank board of directors refrain from entering into any acquisition transaction that could jeopardize the combination with the Issuer and (iii) will file a complaint seeking preliminary injunctive relief to prevent Jos. A. Bank and its directors from continuing to breach their fiduciary duties by refusing to negotiate with the Issuer and by attempting to prevent any acquisition by the Issuer by pursuing an alternative transaction. The foregoing summary of the Press Release is qualified in its entirety by reference to the full text of the Press Release, a copy of which is filed herewith as Exhibit 4.
As a result of the foregoing, the Reporting Persons no longer currently intend to commence a solicitation of the Issuer's shareholders for agent designations to call a special meeting of the Issuer's shareholders to vote on amendments to the Bylaws.
| |
| Item 5. | INTEREST IN SECURITIES OF THE ISSUER |
|
Paragraphs (a) – (c) of Item 5 are hereby amended and restated in their entirety as follows: | |
|
(a) The aggregate number and percentage of shares of Common Stock to which this Schedule 13D relates is 4,684,200 shares of Common Stock, constituting approximately 9.9% of the Issuer’s currently outstanding Common Stock. The aggregate number and percentage of shares of Common Stock reported herein are based upon the 47,465,192 shares of Common Stock outstanding (which number excludes 23,052,987 shares classified as treasury stock) as of December 2, 2013, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC Commission on December 12, 2013.
| |
| (b) |
| CUSIP No. 587118100 | SCHEDULE 13D/A | Page 6 of 9 Pages |
| (i) Eminence Capital: | ||
| (a) | As of the date hereof, Eminence Capital may be deemed the beneficial owner of 4,684,200 shares of Common Stock. | |
|
Percentage: Approximately 9.9% as of the date hereof.
| ||
| (b) | 1. Sole power to vote or direct vote: 0 | |
| 2. Shared power to vote or direct vote: 4,684,200 shares of Common Stock | ||
| 3. Sole power to dispose or direct the disposition: 0 | ||
|
4. Shared power to dispose or direct the disposition: 4,684,200 shares of Common Stock
| ||
| (ii) Eminence GP: | ||
| (a) | As of the date hereof, Eminence GP may be deemed the beneficial owner of 4,279,223 shares of Common Stock. | |
|
Percentage: Approximately 9.0% as of the date hereof.
| ||
| (b) | 1. Sole power to vote or direct vote: 0 | |
| 2. Shared power to vote or direct vote: 4,279,223 shares of Common Stock | ||
| 3. Sole power to dispose or direct the disposition: 0 | ||
|
4. Shared power to dispose or direct the disposition: 4,279,223 shares of Common Stock
| ||
| (iii) Mr. Sandler: | ||
| (a) | As of the date hereof, Mr. Sandler may be deemed the beneficial owner of 4,684,200 shares of Common Stock. | |
|
Percentage: Approximately 9.9% as of the date hereof.
| ||
| (b) | 1. Sole power to vote or direct vote: 0 | |
| 2. Shared power to vote or direct vote: 4,684,200 shares of Common Stock | ||
|
3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 4,684,200 shares of Common Stock | ||
| (c) | Information concerning transactions in the Common Stock effected by the Reporting Persons during the past sixty days is set forth in Schedule A hereto and is incorporated herein by reference. | |
| CUSIP No. 587118100 | SCHEDULE 13D/A | Page 7 of 9 Pages |
|
Item 7. |
MATERIAL TO BE FILED AS EXHIBITS |
|
Item 7 is hereby amended and supplemented by the addition of the following:
| |
| Exhibit | Description |
| 4 | Press Release, dated January 13, 2014. |
| CUSIP No. 587118100 | SCHEDULE 13D/A | Page 8 of 9 Pages |
SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
DATE: January 14, 2014
| /s/ Ricky C. Sandler | |
| Ricky C. Sandler, individually, and as | |
| Chief Executive Officer of Eminence Capital, LLC, | |
| and as Managing Member of Eminence GP, LLC |
| CUSIP No. 587118100 | SCHEDULE 13D/A | Page 9 of 9 Pages |
Schedule A
TRANSACTIONS IN THE ISSUER'S SHARES OF COMMON STOCK BY THE REPORTING PERSONS DURING THE PAST SIXTY DAYS
The following table sets forth all transactions with respect to the shares of Common Stock effected during the past sixty days by any of the Reporting Persons. The following transactions were not effected in the open market, but were rather effected by the Reporting Persons internally for the purpose of rebalancing their holdings among the Eminence Funds and the SMA.
| Trade Date | Amount Purchased (Sold) | Price Per Share ($) |
| 12/2/2013 | (748) | 51.12 |
| 12/2/2013 | 748 | 51.12 |
| 1/2/2014 | (18,622) | 51.08 |
| 1/2/2014 | 18,622 | 51.08 |
Exhibit 4
EMINENCE CAPITAL ANNOUNCES SUPPORT OF ACQUISITION OF JOS. A. BANK CLOTHIERS BY THE MEN’S WEARHOUSE
Demands JOSB Board Refrain From Entering Into Any Acquisition Transaction
That Could Jeopardize Combination With MW
Will File Complaint Today Against JOSB Board In The Delaware Court of Chancery
NEW YORK, NY (January 13, 2014) – Eminence Capital, LLC, which owns 4.9% of the common stock of Jos. A. Bank Clothiers, Inc. (JOSB), today delivered a letter to the JOSB Board expressing its support of an acquisition of JOSB by The Men’s Wearhouse, Inc. (MW), and urging JOSB to sit down with MW and engage in meaningful, good faith negotiations in pursuit of a business combination on terms that could deliver significant value for JOSB shareholders.
In its letter, Eminence also demanded that the JOSB Board take no action that could in any way jeopardize the consummation of a business combination with MW, including entering into or announcing any other acquisition that could in any way affect a transaction with MW.
In addition, Eminence said it will file a complaint today in the Court of Chancery of the State of Delaware seeking preliminary injunctive relief in order to prevent JOSB and its directors from continuing to breach their fiduciary duties by refusing to negotiate with MW and by attempting to prevent any acquisition by MW by pursuing an alternative transaction.
Eminence urges all JOSB shareholders to contact the JOSB Board to demand that it negotiate with MW and that the JOSB Board take no action that could frustrate a business combination with MW.
The text of the letter delivered by Eminence to the JOSB Board follows:
January 13, 2014
Jos. A. Bank Clothiers, Inc.
500 Hanover Pike
Hampstead, Maryland 21074
Attention: Board of Directors
Gentlemen:
Affiliates of Eminence Capital, LLC own approximately 1.4 million shares of common stock of Jos. A. Bank Clothiers, Inc. (“JOSB”), representing 4.9% of the outstanding shares. We are writing today as a significant JOSB shareholder to inform you that we intend to support an acquisition of JOSB by The Men’s Wearhouse, Inc. (“MW”) because we have concluded that it provides the best path for shareholders to realize the significant value inherent in the combination of both companies. Furthermore, we firmly believe that you will not be able to deliver comparable value to shareholders through any other strategic transaction or action available to you. We therefore urge you to sit down with MW and engage in meaningful, good faith negotiations in pursuit of such a business combination at a reasonable price.
In October and November 2013, you were highly critical of MW’s failure to engage in good faith discussions with JOSB. Among other things, on November 15, 2013 you stated that “we continue to believe that a transaction between our two companies could be in the best interest of our respective shareholders.” In an October media interview Mr. Wildrick even indicated that JOSB would be receptive to being bought by MW if it would pay the same 42% premium JOSB was then offering for MW. We, therefore, find it quite ironic and troubling that you and management have failed to engage in substantive negotiations with MW regarding their offer to acquire JOSB. Having already acknowledged the merits of a transaction with MW, we are left to believe that the only reason for your not engaging in discussions with MW is that you are more interested in protecting your own lucrative and prestigious board seats than in delivering value for your shareholders.
Equally troubling is the fact that over the last weeks you have made various public statements regarding your interest in pursuing other strategic acquisition opportunities. Such statements, in the context of your failure to engage with MW and recently announced amendments to your poison pill and bylaws, give us a high level of concern that JOSB is now controlled by an entrenched board and management that is prepared to unleash a scorched earth campaign to protect its positions and those of management. We must therefore strongly urge that you take no action that could in any way jeopardize the consummation of a business combination with MW. More specifically, we demand that you refrain from entering into or announcing any other acquisition or business combination that could in any way affect a transaction with MW.
Make no mistake: we intend to hold each and every member of the JOSB Board personally accountable to the full extent of the law if you fail to engage in good faith discussions with MW, or if you enter into any transaction that in any way impedes a potential business combination with MW. If necessary, we intend to pursue all available legal and other remedies against you and any other appropriate party.
Again, we urge you to sit down with MW immediately and engage in good faith, meaningful discussions in pursuit of that could deliver significant value for your shareholders.
Best regards,
/s/ Ricky C. Sandler
Ricky C. Sandler
Chief Executive Officer
About Eminence Capital, LLC
Eminence Capital, LLC is an asset management firm founded in 1998 that currently manages approximately $4.9 billion on behalf of institutions and individuals. The firm employs a bottom-up, research-driven investment strategy that utilizes a combination of industry research, rigorous financial analysis and dialog with company management to execute its investment process.
Forward Looking Statements
This press release may include forward looking statements that reflect our current views with respect to future events. Statements that include the words “expect,” “intend,” “plan,” “believe,” “project,” “anticipate,” “will,” “may,” “would” or similar words are often used to identify forward looking statements. All forward looking statements address matters that involve risks and uncertainties, many of which are beyond our control. Accordingly, there are or will be important factors that could cause actual results to differ materially from those indicated in such statements and, therefore, you should not place undue reliance on any such statements. Any forward looking statements made in this press release are qualified in their entirety by these cautionary statements, and there can be no assurance that the actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, JOSB or its business, operations or financial condition. Except to the extent required by applicable law, we undertake no obligation to update publicly or revise any forward looking statement, whether as a result of new information, future developments or otherwise.
Investors Contact:
Edward McCarthy/Thomas Germinario
D.F. King & Co., Inc.
(212) 269-5550
Media Contact:
Scott Tagliarino/Samantha Leon
ASC Advisors LLC
(203) 992-1230