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Mens Wearhouse Inc – ‘S-3/A’ on 6/7/04

On: Monday, 6/7/04, at 6:16pm ET · As of: 6/8/04 · Accession #: 950129-4-3919 · File #: 333-111227

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 6/08/04  Mens Wearhouse Inc                S-3/A       6/07/04    2:14K                                    Bowne - Houston/FA

Pre-Effective Amendment to Registration Statement for Securities Offered Pursuant to a Transaction — Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-3/A       The Men's Wearhouse, Inc. - Reg. No. 333-111227        6     35K 
 2: EX-23.1     Consent of Deloitte & Touche LLP                       1      5K

S-3/A — The Men’s Wearhouse, Inc. – Reg. No. 333-111227
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Exhibits
1	1st Page - Filing Submission
3	Item 16. Exhibits

S-3/A 1st Page of 6 TOC ↑Top Previous Next ↓Bottom Just 1st
 
As filed with the Securities and Exchange Commission on June 7, 2004

                                                     Registration No. 333-111227
================================================================================

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

 AMENDMENT NO. 4

TO

FORM S-3

 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

 THE MEN'S WEARHOUSE, INC.
(Exact name of registrant as specified in its charter)

 TEXAS                                  74-1790172
  (State or other jurisdiction of         (I.R.S. Employer Identification No.)
incorporation or organization)                                          

 5803 GLENMONT DRIVE
HOUSTON, TEXAS 77081
(713) 592-7200
(Address, including zip code, and telephone number, including area code,
 of registrants principal executive offices)

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

NEILL P. DAVIS
 5803 GLENMONT DRIVE
HOUSTON, TEXAS 77081
(713) 592-7200
 (Name, address, including zip code, and telephone number,
including area code, of agent for service)

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

Copy to:
 MICHAEL W. CONLON
 FULBRIGHT & JAWORSKI L.L.P.
 1301 MCKINNEY, SUITE 5100
 HOUSTON, TX 77010
(713) 651-5151

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

      APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after this registration statement becomes effective, subject to market  
conditions and other factors.                                                   

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

  If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following 
box. / /                                                                        

    If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act  
of 1933, other than securities offered only in connection with dividend or      
interest reinvestment plans, check the following box. /X/                       

   If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the      
following box and list the Securities Act registration statement number of the  
earlier effective registration statement for the same offering. / /             

    If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act   
registration statement number of the earlier effective registration statement   
for the same offering. / /                                                      

      If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /                                             

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

S-3/A 2nd Page of 6 TOC 1st Previous Next ↓Bottom Just 2nd
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES  
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE 
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT  
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE        
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME         
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), 
MAY DETERMINE.                                                                  

S-3/A 3rd Page of 6 TOC 1st Previous Next ↓Bottom Just 3rd
PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS

Explanatory Note: The Men's Wearhouse, Inc. files this Amendment No. 4 to       
Registration Statement on Form S-3 to file an updated Consent of Deloitte &     
Touche LLP, independent registered public accounting firm.                      

ITEM 16. EXHIBITS                                                               

                                                        [Enlarge/Download Table]

 EXHIBIT                                                                                                     
   NO.                                                  DESCRIPTION                                          
-----------      ------------------------------------------------------------------------------------------  
                                                                                                             
   3.1       --  Restated Articles of Incorporation (incorporated by reference from Exhibit 3.1 to the       
                 Company's Quarterly Report on Form 10-Q for the quarter ended July 30, 1994).               

   3.2       --  By-laws, as amended (incorporated by reference from Exhibit 3.2 to the Company's Annual     
                 Report on Form 10-K for the fiscal year ended February 1, 1997).                            

   3.3       --  Articles of Amendment to the Restated Articles of Incorporation (incorporated by reference  
                 from Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended July  
                 31, 1999).                                                                                  

   4.1       --  Restated Articles of Incorporation (included as Exhibit 3.1).                               

   4.2       --  By-laws (included as Exhibit 3.2).                                                          

   4.3       --  Form of Common Stock certificate (incorporated by reference from Exhibit 4.3 to the         
                 Company's Registration Statement on Form S-1 (Registration No. 33-45949)).                  

   4.4       --  Articles of Amendment to the Restated Articles of Incorporation (included as Exhibit 3.3).  

   4.5       --  Revolving Credit Agreement dated as of January 29, 2003, among the Company and JPMorgan     
                 Chase Bank and the Banks listed therein (incorporated by                                    
                 reference from Exhibit 4.5 to the Company's Annual                                          
                 Report on Form 10-K for the fiscal year ended February                                      
                 1, 2003).                                                                                   

   4.6       --  Term Sheet Agreement dated as of January 29, 2003 evidencing the uncommitted CAN$10 million 
                 facility of National City Bank, Canada Branch to Golden Brand Clothing (Canada) Ltd.        
                 (incorporated by reference from Exhibit 4.7 to the Company's Annual Report on Form 10-K for 
                 the fiscal year ended February 1, 2003).                                                    

   4.7       --  Indenture (including form of note) dated October 21, 2003 among The Men's Wearhouse and     
                 JPMorgan Chase Bank, as trustee, relating to The Men's Wearhouse's 3.125% Convertible Senior
                 Notes due 2023 (incorporated by reference from Exhibit 4.1 to the Company's Quarterly Report
                 on Form 10-Q for the fiscal quarter ended November 1, 2003).                                

   4.8       --  Registration Rights Agreement dated October 21, 2003 among The Men's Wearhouse and Bear,    
                 Stearns & Co. Inc., Wachovia Capital Markets, LLC, J.P. Morgan Securities Inc., Fleet       
                 Securities, Inc. (incorporated by reference from Exhibit 4.2 to the Company's Quarterly     
                 Report on Form 10-Q for the fiscal quarter ended November 1, 2003).                         

   4.9       --  First Amendment to Revolving Credit Agreement, dated October 13, 2003 among the Company,    
                 JPMorgan Chase Bank and the Banks listed therein                                            
                 (incorporated by reference from Exhibit 4.3 to the                                          
                 Company's Quarterly Report on Form 10-Q for the fiscal                                      
                 quarter ended November 1, 2003).                                                            

   5.1*      --  Opinion of Fulbright & Jaworski L.L.P. regarding the legality of the securities to be       
                 offered hereby.                                                                             

  12.1*      --  Computation of ratio of earnings to fixed charges.                                          

  23.1       --  Consent of Deloitte & Touche LLP, independent registered public accounting firm. (filed     
                 herewith)                                                                                   

II-1

S-3/A 4th Page of 6 TOC 1st Previous Next ↓Bottom Just 4th
                                                        [Enlarge/Download Table]

 EXHIBIT                                                                                                     
   NO.                                                  DESCRIPTION                                          
-----------      ------------------------------------------------------------------------------------------  
                                                                                                             
  23.2*      --  Consent of Fulbright & Jaworski L.L.P.  (included in Exhibit 5.1)                           

  24.1*      --  Powers of Attorney.                                                                         

  25.1       --  Statement of Eligibility and Qualification of Trustee under the Trust Indenture Act of 1939,
                 as amended, on Form T-1 (incorporated by reference from Exhibit 25.1 to the Company's       
                 Quarterly Report on Form 10-Q for the fiscal quarter ended November 1, 2003).               

-----------------                                                               
*Previously Filed                                                               

II-2

S-3/A 5th Page of 6 TOC 1st Previous Next ↓Bottom Just 5th
SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the    
requirements for filing on Form S-3 and has duly caused this Amendment No. 4 to 
Registration Statement to be signed on its behalf by the undersigned, thereunto 
duly authorized in the City of Houston, State of Texas, on the 7th day of June, 
2004.                                                                           

                     THE MEN'S WEARHOUSE, INC.

                        By:       /s/ NEILL P. DAVIS
                                       -----------------------------------
                                      Neill P. Davis
                                       Executive Vice President,
                                       Chief Financial Officer and
                                       Principal Financial Officer

      Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 4 to Registration Statement has been signed by the following persons in the 
capacities indicated on the 7th day of June, 2004.                              

                                                        [Enlarge/Download Table]

                        SIGNATURE                                              TITLE                        
                        ---------                                              -----                        
                                                                                                            
                   /s/ GEORGE ZIMMER                        Chairman of the Board of Directors and Chief    
-----------------------------------------------------     Executive Officer (principal executive officer)   
                     George Zimmer                                                                          

                  /s/ NEILL P. DAVIS                   Executive Vice President, Chief Financial Officer and
-----------------------------------------------------               Principal Financial Officer             
                    Neill P. Davis                                                                          

                  /s/ DIANA M. WILSON                                                                       
-----------------------------------------------------     Vice President and Principal Accounting Officer   
                    Diana M. Wilson                                                                         

                           *                                                                                
-----------------------------------------------------         Vice Chairman of the Board of Directors       
                    David H. Edwab                                                                          

                           *                                                                                
-----------------------------------------------------                         Director                      
                   Sheldon I. Stein                                                                         

                           *                                                                                
-----------------------------------------------------                         Director                      
                 Michael L. Ray, Ph.D.                                                                      

                           *                                                                                
-----------------------------------------------------                         Director                      
                  Rinaldo S. Brutoco                                                                        

                           *                                                                                
-----------------------------------------------------                         Director                      
                    Kathleen Mason                                                                          

*  By:             /s/ GEORGE ZIMMER                                                                        
        ---------------------------------------------                                                       
          George Zimmer, as attorney-in-fact                                                                


II-3

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 EXHIBIT INDEX

                                                        [Enlarge/Download Table]

 EXHIBIT                                                                                                     
   NO.                                                  DESCRIPTION                                          
-----------      ------------------------------------------------------------------------------------------  
                                                                                                             
   3.1       --  Restated Articles of Incorporation (incorporated by reference from Exhibit 3.1 to the       
                 Company's Quarterly Report on Form 10-Q for the quarter ended July 30, 1994).               

   3.2       --  By-laws, as amended (incorporated by reference from Exhibit 3.2 to the Company's Annual     
                 Report on Form 10-K for the fiscal year ended February 1, 1997).                            

   3.3       --  Articles of Amendment to the Restated Articles of Incorporation (incorporated by reference  
                 from Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended July  
                 31, 1999).                                                                                  

   4.1       --  Restated Articles of Incorporation (included as Exhibit 3.1).                               

   4.2       --  By-laws (included as Exhibit 3.2).                                                          

   4.3       --  Form of Common Stock certificate (incorporated by reference from Exhibit 4.3 to the         
                 Company's Registration Statement on Form S-1 (Registration No. 33-45949)).                  

   4.4       --  Articles of Amendment to the Restated Articles of Incorporation (included as Exhibit 3.3).  

   4.5       --  Revolving Credit Agreement dated as of January 29, 2003, among the Company and JPMorgan     
                 Chase Bank and the Banks listed therein (incorporated by                                    
                 reference from Exhibit 4.5 to the Company's Annual                                          
                 Report on Form 10-K for the fiscal year ended February                                      
                 1, 2003).                                                                                   

   4.6       --  Term Sheet Agreement dated as of January 29, 2003 evidencing the uncommitted CAN$10 million 
                 facility of National City Bank, Canada Branch to Golden Brand Clothing (Canada) Ltd.        
                 (incorporated by reference from Exhibit 4.7 to the Company's Annual Report on Form 10-K for 
                 the fiscal year ended February 1, 2003).                                                    

   4.7       --  Indenture (including form of note) dated October 21, 2003 among The Men's Wearhouse and     
                 JPMorgan Chase Bank, as trustee, relating to The Men's Wearhouse's 3.125% Convertible Senior
                 Notes due 2023 (incorporated by reference from Exhibit 4.1 to the Company's Quarterly Report
                 on Form 10-Q for the fiscal quarter ended November 1, 2003).                                

   4.8       --  Registration Rights Agreement dated October 21, 2003 among The Men's Wearhouse and Bear,    
                 Stearns & Co. Inc., Wachovia Capital Markets, LLC, J.P. Morgan Securities Inc., Fleet       
                 Securities, Inc. (incorporated by reference from Exhibit 4.2 to the Company's Quarterly     
                 Report on Form 10-Q for the fiscal quarter ended November 1, 2003).                         

   4.9       --  First Amendment to Revolving Credit Agreement, dated October 13, 2003 among the Company,    
                 JPMorgan Chase Bank and the Banks listed therein                                            
                 (incorporated by reference from Exhibit 4.3 to the                                          
                 Company's Quarterly Report on Form 10-Q for the fiscal                                      
                 quarter ended November 1, 2003).                                                            

   5.1*      --  Opinion of Fulbright & Jaworski L.L.P. regarding the legality of the securities to be       
                 offered hereby.                                                                             

  12.1*      --  Computation of ratio of earnings to fixed charges.                                          

  23.1       --  Consent of Deloitte & Touche LLP, independent registered public accounting firm. (filed     
                 herewith)                                                                                   

  23.2*      --  Consent of Fulbright & Jaworski L.L.P.  (included in Exhibit 5.1)                           

  24.1*      --  Powers of Attorney.                                                                         

  25.1       --  Statement of Eligibility and Qualification of Trustee under the Trust Indenture Act of 1939,
                 as amended, on Form T-1 (incorporated by reference from Exhibit 25.1 to the Company's       
                 Quarterly Report on Form 10-Q for the fiscal quarter ended November 1, 2003).               

-----------------                                                               
*Previously Filed

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘S-3/A’ Filing	Date	First	Last	Other Filings

Filed as of:	6/8/04
Filed on:	6/7/04	1
	11/1/03	3	6	10-Q
	10/21/03	3	6	4, 8-K
	10/13/03	3	6
	2/1/03	3	6	10-K
	1/29/03	3	6
	7/31/99	3	6	10-Q
	2/1/97	3	6	10-K
	7/30/94	3	6
				List all Filings

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Filing Submission 0000950129-04-003919 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Mens Wearhouse Inc – ‘S-3/A’ on 6/7/04

On: Monday, 6/7/04, at 6:16pm ET · As of: 6/8/04 · Accession #: 950129-4-3919 · File #: 333-111227

Previous ‘S-3’: ‘S-3/A’ on 4/21/04 · Latest ‘S-3’: This Filing

Pre-Effective Amendment to Registration Statement for Securities Offered Pursuant to a Transaction — Form S-3Filing Table of Contents

S-3/A — The Men’s Wearhouse, Inc. – Reg. No. 333-111227Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Pre-Effective Amendment to Registration Statement for Securities Offered Pursuant to a Transaction — Form S-3
Filing Table of Contents

S-3/A — The Men’s Wearhouse, Inc. – Reg. No. 333-111227
Document Table of Contents