| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| SCHEDULE 13D/A | |
| Under the Securities Exchange Act of 1934 | |
| (Amendment No. 5)* | |
|
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) | |
|
December 16, 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, LP | |||
| 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 Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7 |
SOLE VOTING POWER 0 | ||
| 8 |
SHARED VOTING POWER 5,718,779 shares of Common Stock | |||
| 9 |
SOLE DISPOSITIVE POWER 0 | |||
| 10 |
SHARED DISPOSITIVE POWER 5,718,779 shares of Common Stock | |||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 5,718,779 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) 11.9% | |||
| 14 |
TYPE OF REPORTING PERSON IA; PN | |||
| 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 Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7 |
SOLE VOTING POWER 0 | ||
| 8 |
SHARED VOTING POWER 5,136,245 shares of Common Stock | |||
| 9 |
SOLE DISPOSITIVE POWER 0 | |||
| 10 |
SHARED DISPOSITIVE POWER 5,136,245 shares of Common Stock | |||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 5,136,245 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) 10.7% | |||
| 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 700 | ||
| 8 |
SHARED VOTING POWER 5,718,779 shares of Common Stock | |||
| 9 |
SOLE DISPOSITIVE POWER 700 | |||
| 10 |
SHARED DISPOSITIVE POWER 5,718,779 shares of Common Stock | |||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 5,719,479 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) 11.9% | |||
| 14 |
TYPE OF REPORTING PERSON IN | |||
| CUSIP No. 587118100 | SCHEDULE 13D/A | Page 5 of 9 Pages |
This Amendment No. 5 ("Amendment No. 5") 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"), Amendment No. 1 to the Original Schedule 13D, filed with the SEC on November 15, 2013 ("Amendment No. 1"), Amendment No. 2 to the Original Schedule 13D, filed with the SEC on January 14, 2014 ("Amendment No. 2"), Amendment No. 3 to the Original Schedule 13D, filed with the SEC on February 25, 2014 ("Amendment No. 3") and Amendment No. 4 to the Original Schedule 13D, filed with the SEC on December 18, 2014 (“Amendment No. 4” and together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3 and this Amendment No. 5, 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. 5 have the meanings set forth in the Schedule 13D. This Amendment No. 5 amends Items 2, 3 and 5 with respect certain shares of Common Stock that were inadvertently omitted from Amendment No. 4 as set forth below.
| Item 2. | IDENTITY AND BACKGROUND |
| Paragraph (a) of Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows: |
|
(a) This Schedule 13D is filed on behalf of each of the following persons (collectively, the "Reporting Persons"):
(i) Eminence Capital, LP, a Delaware limited partnership ("Eminence Capital");
(ii) Eminence GP, LLC, a Delaware limited liability company ("Eminence GP"); and
(iii) Ricky C. Sandler, a U.S. Citizen ("Mr. Sandler").
This statement relates to shares of Common Stock held for the accounts of:
(i) Eminence Partners, L.P., a New York limited partnership ("Eminence I"); Eminence Partners II, L.P., a New York limited partnership ("Eminence II"); Eminence Partners Leveraged, L.P., a Delaware limited partnership ("Eminence Leveraged"); Eminence Eaglewood Master, L.P., a Delaware limited partnership ("Eminence Eaglewood"); Eminence Partners Long, L.P., a Delaware limited partnership (together with Eminence I, Eminence II, Eminence Leveraged and Eminence Eaglewood, the "Partnerships"); as well as Eminence Fund Master, Ltd., a Cayman Islands exempted company ("Eminence Offshore Master Fund"), Eminence Fund Leveraged Master, Ltd., a Cayman Islands exempted company (“Eminence Offshore Leveraged Master Fund", and together with Eminence Offshore Master Fund, the "Master Funds”) and Eminence Fund Long, Ltd., a Cayman Islands exempted company ("Eminence Offshore Long"). The Partnerships, Master Funds and Eminence Offshore Long are collectively referred to as the "Eminence Funds";
(ii) a separately managed account (the “SMA”); and
(iii) family accounts and other related accounts over which Mr. Sandler has investment discretion (the “Family Accounts”).
|
| CUSIP No. 587118100 | SCHEDULE 13D/A | Page 6 of 9 Pages |
|
Eminence Capital serves as the investment manager to the Eminence Funds and the investment adviser to the SMA. The general partner of Eminence Capital is Eminence Capital GP, LLC, the sole managing member of which is Mr. Sandler. Eminence Capital may be deemed to have shared voting and dispositive power over the shares held for the accounts of the Eminence Funds and the SMA.
Eminence GP serves as general partner or manager of the Partnerships and the Master Funds and may be deemed to have shared voting and dispositive power over the Shares held for the accounts of the Partnerships and the Master Funds.
Mr. Sandler is the Chief Executive Officer and Chief Investment Officer of Eminence Capital, and the Managing Member of Eminence GP and may be deemed to have shared voting and dispositive power with respect to the shares of Common Stock directly owned by the Eminence Funds and the SMA and sole voting and dispositive power with respect to the shares of Common Stock directly owned by the Family Accounts. |
| Item 3. | SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION |
| Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows: |
|
The Reporting Persons used approximately $240,180,336 (including brokerage commissions) in the aggregate to purchase the Common Stock reported in this Schedule 13D.
The source of the funds used to acquire the Common Stock reported herein with respect to the (i) Family Accounts is the funds acquired through the sale of other holdings in the Family Account and (ii) Eminence Funds and the SMA is the working capital of the Eminence Funds and the SMA for the shares of Common Stock held by each of them, and margin borrowings described in the following sentence. Such shares of Common Stock are held by the Eminence Funds in commingled margin accounts, which may extend margin credit to the Eminence Funds from time to time, subject to applicable federal margin regulations, stock exchange rules and credit policies. In such instances, the positions held in the margin account are pledged as collateral security for the repayment of debit balances in the account. The margin accounts bear interest at a rate based upon the broker’s call rate from time to time in effect. Because other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Common Stock reported herein. |
| Item 5. | INTEREST IN SECURITIES OF THE ISSUER |
| Paragraphs (a)-(c) of Item 5 of the Schedule 13D 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 5,719,479 shares of Common Stock, constituting approximately 11.9% of the Issuer’s currently outstanding Common Stock. The aggregate number and percentage of shares of Common Stock reported herein are based upon the 48,101,138 shares of Common Stock outstanding (which number excludes 133,497 shares classified as treasury stock) as of November 28, 2014, as reported in the Issuer's Quarterly Report on Form 10-Q for the period ended November 1, 2014 filed with the Securities and Exchange Commission on December 11, 2014. |
| CUSIP No. 587118100 | SCHEDULE 13D/A | Page 7 of 9 Pages |
| (i) | Eminence Capital: | ||
| (a) | As of the date hereof, Eminence Capital may be deemed the beneficial owner of 5,718,779 shares of Common Stock. | ||
|
Percentage: Approximately 11.9% as of the date hereof.
| |||
| (b) | 1. Sole power to vote or direct vote: 0 | ||
| 2. Shared power to vote or direct vote: 5,718,779 shares of Common Stock | |||
| 3. Sole power to dispose or direct the disposition: 0 | |||
| 4. Shared power to dispose or direct the disposition: 5,718,779 shares of Common Stock | |||
| (ii) | Eminence GP: | ||
| (a) | As of the date hereof, Eminence GP may be deemed the beneficial owner of 5,136,245 shares of Common Stock. | ||
|
Percentage: Approximately 10.7% as of the date hereof.
| |||
| (b) | 1. Sole power to vote or direct vote: 0 | ||
| 2. Shared power to vote or direct vote: 5,136,245 shares of Common Stock | |||
| 3. Sole power to dispose or direct the disposition: 0 | |||
| 4. Shared power to dispose or direct the disposition: 5,136,245 shares of Common Stock | |||
| (iii) | Mr. Sandler: | ||
| (a) | As of the date hereof, Mr. Sandler may be deemed the beneficial owner of 5,719,479 shares of Common Stock. | ||
|
Percentage: Approximately 11.9% as of the date hereof.
| |||
| (b) | 1. Sole power to vote or direct vote: 700 | ||
| 2. Shared power to vote or direct vote: 5,718,779 shares of Common Stock | |||
|
3. Sole power to dispose or direct the disposition: 700 4. Shared power to dispose or direct the disposition: 5,718,779 shares of Common Stock | |||
|
(c) Information concerning transactions in the Common Stock effected by the Reporting Persons since October 19, 2014 (or sixty days from the filing of Amendment No. 4) is set forth in Schedule A hereto and is incorporated herein by reference. Unless otherwise indicated, all of such transactions were effected in the open market.
|
| 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: December 29, 2014
| /s/ Ricky C. Sandler | |
| Ricky C. Sandler, individually, and as | |
| Managing Member of Eminence Capital GP, LLC, the General Partner of Eminence Capital, LP, | |
| 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 SINCE OCTOBER 19, 2014
The following table sets forth all transactions with respect to the shares of Common Stock effected since October 19, 2014 by any of the Reporting Persons. Except as otherwise noted, all such transactions in the table were effected in the open market through a broker and include brokerage commissions.
| Trade Date | Amount Purchased (Sold) | Price Per Share ($) |
| 10/29/2014 | 13,112 | $47.02 |
| 11/3/2014 | 23,275 | $46.72 |
| 11/4/2014 | 10,317 | $46.50 |
| 11/10/2014 | 1,200 | $45.54 |
| 12/1/2014 | (43,842) | $46.72 |
| 12/1/2014 | 43,842 | $46.72 |
| 12/16/2014 | 1,125,000 | $41.88 |