8-K 1 h09620e8vk.txt THE MEN'S WEARHOUSE, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): OCTOBER 14, 2003 THE MEN'S WEARHOUSE, INC. (Exact name of Registrant as specified in charter) TEXAS 1-16097 74-1790172 (State or other jurisdiction (Commission File (I.R.S. Employer of Incorporation) Number) Identification No.) 5803 GLENMONT DRIVE 77081 HOUSTON, TEXAS (Zip Code) (Address of principal executive offices) Registrant's telephone number, including area code: (713) 592-7200 ITEM 5. OTHER EVENTS. On October 14, 2003, The Men's Wearhouse, Inc., a Texas corporation, announced its intention to sell, subject to market and other conditions, $110 million aggregate principal amount of its Convertible Senior Notes due 2023 in a private, unregistered offering to "qualified institutional buyers," pursuant to Rule 144A under the Securities Act of 1933, as amended. MW intends to grant the initial purchasers a 13 day option to purchase up to an additional $20 million aggregate principal amount of the notes. The notes will be convertible into shares of MW's common stock, subject to certain conditions. Simultaneously with its approval of this offering, the Board of Directors authorized a new stock purchase program for the repurchase of up to $100 million of MW stock in the open market or in private transactions. The foregoing is qualified by reference to Exhibit 99.1 to this Current Report on Form 8-K, which is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial statements of business acquired. Not applicable. (b) Pro forma financial information Not applicable. (c) Exhibits 99.1 Press Release of The Men's Wearhouse, Inc. dated October 14, 2003. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. THE MEN'S WEARHOUSE, INC. (Registrant) Date: October 14, 2003 By: /s/ Neill P. Davis -------------------------------------- Neill P. Davis Executive Vice President, Chief Financial Officer and Principal Financial Officer INDEX TO EXHIBITS Number Exhibit ------ ------- 99.1 Press Release of The Men's Wearhouse, Inc. dated October 14, 2003.