SEC Info - Mens Wearhouse Inc - ‘S-3/A’ on 2/4/99

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Mens Wearhouse Inc – ‘S-3/A’ on 2/4/99

As of: Thursday, 2/4/99 · Accession #: 950129-99-368 · File #: 333-69979

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

 2/04/99  Mens Wearhouse Inc                S-3/A                  1:219K                                   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. - Amend. #1                 72    380K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Acquisition of Moores Business Business of Moores Business Strategy Company, The Competition Consolidated Balance Sheet Consolidated Statement of Cash Flows Consolidated Statement of Income and Comprehensive Income Consolidated Statement of Stockholders' Equity Description of Capital Stock Dividend Policy Exhibits Expansion Strategy Experts Financing and Capital Resources For the Nine Months Ended November 1, 1997 For the Nine Months Ended October 31, 1998 For the Year Ended January 31, 1998 Forward-Looking Statements Indemnification of Directors and Officers Legal Matters Management Information and Telecommunication Systems Management Information Systems Men's Wearhouse MEN'S WEARHOUSE, INC. AND SUBSIDIARIES Pro Forma Combined Financial Statements, The New Accounting Pronouncements Notes to Consolidated Financial Statements Notes to Pro Forma Combined Financial Statements Other Expenses of Issuance and Distribution Plan of Distribution Preferred Stock Price Range of Common Stock Pro Forma Combined Balance Sheet Prospectus Summary Risk Factors Selected Consolidated Financial Information Selling Shareholders The Company THE MEN'S WEARHOUSE, INC. AND SUBSIDIARIES Pro Forma Combined Financial Statements Undertakings Use of Proceeds VPC Operations Where You Can Find More Information Year 2000 Risks
1	1st Page - Filing Submission
3	Where You Can Find More Information
4	Prospectus Summary
"	The Company
"	Men's Wearhouse
"	Expansion Strategy
6	Acquisition of Moores
8	Risk Factors
10	Competition
11	Year 2000 Risks
12	Forward-Looking Statements
15	Business of Moores
"	Business Strategy
19	Management Information Systems
21	Use of Proceeds
"	Selling Shareholders
23	Plan of Distribution
24	Price Range of Common Stock
"	Dividend Policy
25	Selected Consolidated Financial Information
26	Financing and Capital Resources
27	New Accounting Pronouncements
28	Business
31	VPC Operations
36	Management Information and Telecommunication Systems
39	Description of Capital Stock
"	Preferred Stock
40	Legal Matters
"	Experts
43	Consolidated Balance Sheet
44	Consolidated Statement of Income and Comprehensive Income
45	Consolidated Statement of Stockholders' Equity
"	For the Year Ended January 31, 1998
46	Consolidated Statement of Cash Flows
47	Notes to Consolidated Financial Statements
59	THE MEN'S WEARHOUSE, INC. AND SUBSIDIARIES Pro Forma Combined Financial Statements
61	Pro Forma Combined Balance Sheet
63	For the Nine Months Ended October 31, 1998
64	For the Nine Months Ended November 1, 1997
65	Notes to Pro Forma Combined Financial Statements
67	Item 14. Other Expenses of Issuance and Distribution
"	Item 15. Indemnification of Directors and Officers
68	Item 16. Exhibits
69	Item 17. Undertakings

S-3/A 1st Page of 72 TOC ↑Top Previous Next ↓Bottom Just 1st

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 30, 1998

REGISTRATION NUMBER 333-69979

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

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

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

AMENDMENT NO. 1

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
(State or other jurisdiction of incorporation or organization)

74-1790172
(I.R.S. Employer Identification No.)

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

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

Copies to:

MICHAEL W. CONLON
FULBRIGHT & JAWORSKI L.L.P.
1301 MCKINNEY, SUITE 5100
HOUSTON, TEXAS 77010
(713) 651-5427

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS
PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.

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, 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. [ ]

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

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, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
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S-3/A 2nd Page of 72 TOC 1st Previous Next ↓Bottom Just 2nd

PROSPECTUS

2,750,000 SHARES

THE MENS WEARHOUSE LOGO

COMMON STOCK

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

This prospectus relates to the offer and sale of up to 2,750,000 shares of
The Men's Wearhouse, Inc. common stock by some of our future shareholders. Such
shares of common stock are not currently outstanding, but may be issued in the
future upon exchange of the Exchangeable Shares of Moores Retail Group Inc. by
the holders of the Exchangeable Shares. Moores Retail Group Inc. will issue the
Exchangeable Shares to its shareholders when our subsidiary, Golden Moores
Company, acquires the outstanding common stock of Moores Retail Group Inc. We
will not receive any proceeds from this sale.

Our common stock is quoted on the Nasdaq National Market under the symbol
"SUIT". The closing price on February 1, 1999, as reflected on the Nasdaq
National Market was $30.88 per share.

Our principal executive office is located at 5803 Glenmont Drive, Houston,
Texas 77081 and the telephone number is (713) 592-7200.

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

FOR INFORMATION CONCERNING CERTAIN RISKS RELATING TO AN INVESTMENT IN THE MEN'S
WEARHOUSE, INC. COMMON STOCK, SEE "RISK FACTORS" BEGINNING ON PAGE 7.

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

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
REGULATOR HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

February 4, 1999

S-3/A 3rd Page of 72 TOC 1st Previous Next ↓Bottom Just 3rd

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission (the "SEC"). You may
read and copy any document we file at the SEC's public reference rooms located
at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549,
and at the SEC's regional offices located at Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511, and 7 World Trade Center, New
York, New York 10048. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference rooms. Our SEC filings are also available to
the public from the SEC's website at "http://www.sec.gov".

Our common stock is quoted on the Nasdaq National Market ("Nasdaq"). Our
annual reports, quarterly and special reports, proxy statements and other
information may also be inspected at the offices of Nasdaq, 9801 Washingtonian
Boulevard, Gaithersburg, Maryland.

The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and information that we file later
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings (File
No. 000-20036) we will make with the SEC under Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 prior to the termination of the
offering:

- Annual Report on Form 10-K for the year ended January 31, 1998, as
amended by Form 10-K/A filed May 6, 1998;

- Quarterly Reports on Form 10-Q for the quarters ended May 2, 1998,
August 1, 1998 and October 31, 1998;

- Current Report on Form 8-K which was filed with the SEC on December 30,
1998;

- Definitive Proxy Statement for the Annual Meeting held June 24, 1998
which was filed with the SEC on May 19, 1998 as part of Schedule 14A;
and

- The description of The Men's Wearhouse, Inc. common stock contained in
our Form 8-A dated April 3, 1993.

You, and any beneficial owner, may obtain a free copy of these filings by
writing or telephoning our Investor Relations Department at the following
address:

5803 Glenmont Drive
Houston, Texas 77081
Telephone (713) 592-7200

This prospectus is part of a registration statement we filed with the SEC.
You should rely only on the information or representations provided in this
prospectus. We have authorized no one to provide information other than that
provided in this prospectus. We have authorized no one to provide you with
different information. We are not making an offer of these securities in any
state where the offer is not permitted. You should not assume that the
information in this prospectus is accurate as of any date other than the date on
the front of the document.

The Men's Wearhouse(R) is a registered trademark and service mark of the
Company.

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PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus.
Because this is only a summary, it does not contain all the information that may
be important to you. Before deciding to invest in shares of our common stock you
should read the entire prospectus carefully, especially the "Risk Factors"
section and the financial statements and the notes to those statements. For
purposes of this document, all references to dollar amounts are expressed in
U.S. dollars unless otherwise specified.

THE COMPANY

The Company is one of the largest off-price specialty retailers of men's
tailored business clothing in the United States. At January 30, 1999, the
Company operated 431 stores in 40 states and the District of Columbia, with
approximately 32% of its locations in Texas and California.

The Company operates its stores in the following two formats:

MEN'S WEARHOUSE

We target middle and upper middle income men by offering quality
merchandise at everyday low prices. In addition to value we provide a superior
level of customer service. Men's Wearhouse stores offer a broad selection of
designer, brand name and private label merchandise at prices we believe are
typically 20% to 30% below the regular prices found at traditional department
and specialty stores. The prices of our suits generally range from $199 to $599.
We consider our merchandise to be conservative. Our merchandise includes suits,
sport coats, slacks, business casual, sportswear, outerwear, dress shirts, shoes
and accessories. We concentrate on tailored business attire that is
characterized by infrequent and more predictable fashion changes. Therefore, we
believe we are not as exposed to trends typical of more fashion-forward apparel
retailers, where significant markdowns and promotional pricing are more common.
At January 30, 1999, the Company operated 411 Men's Wearhouse stores in 40
states and the District of Columbia. These stores are referred to as "Men's
Wearhouse stores" or "traditional stores".

In this document, "Men's Wearhouse" means The Men's Wearhouse, Inc. and its
wholly owned subsidiaries, excluding Value Priced Clothing, Inc. and its wholly
owned subsidiary.

VALUE PRICED CLOTHING

We launched Value Priced Clothing in late 1996 to address the market for a
more price sensitive customer. We believe Value Priced Clothing's more basic,
value-oriented approach appeals to certain customers in the men's tailored
clothing market. Value Priced Clothing offers a selection of brand names and
private label merchandise that we believe to be typically 30% to 50% below the
regular prices of traditional department stores and specialty stores. The prices
of suits at these stores generally range from $99 to $199. Value Priced Clothing
operates stores under the names "C&R", "SuitMax" (formerly NAL store format) and
"Suit Warehouse". At January 30, 1999, the Company operated 20 VPC stores in
five states.

We are in the process of closing the C&R stores and changing some of the
former C&R stores into Men's Wearhouse stores. See "Business -- VPC Operations"
on p. 30.

In this document, Value Priced Clothing and its wholly owned subsidiary are
collectively referred to as "VPC". The stores operated by VPC are referred to in
this document as "VPC stores".

EXPANSION STRATEGY

The Company's expansion strategy includes:

- opening additional Men's Wearhouse stores in new and existing markets,

- increasing the size of certain existing Men's Wearhouse stores,

- increasing productivity and profitability in our existing markets,
3

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- developing the VPC store format in new and existing markets,

- identifying strategic acquisition opportunities, and

- testing expanded merchandise categories in selected stores.

In general terms, we consider a geographic area served by a common group of
television stations as a single market.

On a limited basis, we have acquired store locations, inventories, customer
lists, trademarks and tradenames from existing menswear retailers in both new
and existing markets. We may do so again in the future. During 1998, we opened
43 new Men's Wearhouse stores and four new SuitMax stores. We also plan to open
an additional 40 to 45 new Men's Wearhouse stores and 5 to 10 new SuitMax stores
in 1999, to close approximately five stores in 1999, to remodel and relocate
existing stores and to continue expansion in subsequent years. We believe that
our ability to increase the number of traditional stores in the United States
above 500 will be limited. However, we believe that additional growth
opportunities exist through selectively expanding existing stores, improving and
diversifying the merchandise mix, relocating stores and expanding our VPC
operations.

We have focused on acquiring and growing our VPC store format. We completed
three acquisitions between January 1997 and February 1998. These acquisitions
included:

- the January 1997 acquisition of C&R Clothiers ("C&R"), a privately held
retailer of 17 men's tailored clothing stores in Southern California,

- the May 1997 acquisition of Walter Pye's Men's Shops, Inc. ("NAL") which
operated four stores in the greater Houston area and one in each of San
Antonio, Texas and New Orleans, Louisiana, and

- the February 1998 acquisition of T.H.C., Inc. ("Suit Warehouse")
operating four stores in metropolitan Detroit.

We are integrating these acquired operations to create a similar store
format and focus. In the process, we have closed most of the C&R stores. We
expect to utilize a common format under the name SuitMax to build brand
awareness with customers. To achieve this format and focus, we intend to:

- close the remaining C&R stores in early 1999,

- open new SuitMax stores, and

- consider further acquisition opportunities.

As a result of the consolidation of the men's tailored clothing industry,
the Company has been and expects to continue to be presented with significant
opportunities for growth within our industry. Such opportunities may include,
but are not limited to:

- increased direct sourcing of merchandise, including possible ventures
with apparel manufacturers,

- acquisitions of menswear retailers,

- the acquisition or licensing of designer or nationally recognized brand
labels,

- expansion and remodeling of certain existing stores,

- testing of new product categories, and

- enhancing our website to allow the sale of merchandise over the internet.

S-3/A 6th Page of 72 TOC 1st Previous Next ↓Bottom Just 6th

ACQUISITION OF MOORES

Men's Wearhouse, through our wholly owned subsidiary Golden Moores Company,
is acquiring Moores Retail Group Inc., a New Brunswick, Canada corporation
("Moores"). Moores operates 107 men's tailored clothing stores in Canada and
eight stores in the United States. Moores also operates a manufacturing facility
in Montreal, Canada which manufactures nearly all the tailored clothing offered
for sale in the Moores stores. Moores is a holding company and conducts its
operations through three subsidiaries.

Like Men's Wearhouse, Moores focuses on conservative, basic tailored
apparel. This limits exposure to changes in fashion trends and the need for
significant markdowns. Approximately 60% of Moores' merchandise consists of
men's tailored clothing. The remaining 40% includes dress shirts, sportswear,
outerwear and accessories. The prices of suits generally range from Can $149 to
Can $299 in Moores Canadian stores and US $169 to US $299 in Moores U.S. stores.

To acquire Moores, we will issue 2,500,000 shares of Men's Wearhouse common
stock. The manner in which we will issue our common stock is unusual because of
Canadian tax law considerations. This is explained under the heading
"Acquisition of Moores" on p. 13.

In connection with the closing of this transaction, Moores' existing
indebtedness of approximately $60 million must be repaid. At the same time we
close the Moores acquisition, we will enter into two new credit facilities to
fund the repayment of Moores' debt and to provide working capital for the
ongoing needs of Moores. This is further explained under the heading "Financing
and Capital Resources" on p. 25.

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SUMMARY CONSOLIDATED FINANCIAL AND OPERATING INFORMATION OF

THE MEN'S WEARHOUSE, INC.

The following summary consolidated financial information is derived from
and should be read in conjunction with the Company's consolidated financial
information incorporated by reference herein. References herein to years are to
the Company's 52- or 53-week fiscal year, which ends on the Saturday nearest
January 31 in the following calendar year. For example, references to "1997"
mean the fiscal year ended January 31, 1998. All fiscal years for which
financial information is included in this Prospectus had 52 weeks, except for
1995 which had 53 weeks. References herein to "nine months" are to the 39-week
periods ended November 1, 1997 and October 31, 1998.

[Enlarge/Download Table]

YEAR NINE MONTHS
--------------------------------------------------------- ---------------------
1993 1994 1995 1996 1997 1997 1998
--------- --------- --------- --------- --------- --------- ---------
(DOLLARS AND SHARES IN THOUSANDS, EXCEPT PER SHARE AND PER SQUARE FOOT DATA)

STATEMENT OF EARNINGS INFORMATION:
Net sales............................... $240,394 $317,127 $406,343 $483,547 $631,110 $410,867 $504,450
Gross margin............................ 91,766 121,878 157,615 188,366 242,593 154,763 193,018
Operating income........................ 15,818 22,375 30,606 38,134 51,530 27,255 39,108
Net earnings before extraordinary
item.................................. 8,739 12,108 16,508 21,143 28,883 14,941 21,992
Basic earnings per share of common
stock(1).............................. $ 0.33 $ 0.43 $ 0.55 $ 0.67 $ 0.89 $ 0.47 $ 0.66
Diluted earnings per share of common
stock(1).............................. $ 0.32 $ 0.42 $ 0.55 $ 0.67 $ 0.87 $ 0.47 $ 0.64
Weighted average shares
outstanding(1)........................ 26,652 28,216 29,821 31,354 32,343 32,089 33,517
Weighted average shares outstanding plus
dilutive potential common shares
(1)................................... 27,207 28,744 30,339 34,101 35,384 35,123 36,261
OPERATING INFORMATION:
Percentage increase in comparable store
sales(2).............................. 17.2% 8.4% 6.8% 3.9% 8.5% 7.1% 11.0%
Average square footage -- all
stores(3)............................. 4,539 4,553 4,687 4,863 5,097 5,058 5,160
Average sales per square foot of selling
space(4).............................. $ 404 $ 406 $ 416 $ 413 $ 420 $ 281 $ 300
Number of stores:
Open at beginning of the period....... 143 183 231 278 345 345 396
Opened................................ 40 48 48 50 50 36 30
Acquired.............................. -- -- -- 17 6 6 4
Closed................................ -- -- (1) -- (5) (4) (16)
-------- -------- -------- -------- -------- -------- --------
Open at the end of the period......... 183 231 278 345 396 383 414
Capital expenditures.................... $ 11,461 $ 23,736 $ 22,538 $ 26,222 $ 27,380 $ 19,288 $ 29,066

[Enlarge/Download Table]

JAN. 29, JAN. 29, JAN. 28, FEB. 1, JAN. 31, OCT. 31,
1994 1995 1996 1997 1998 1998
-------- -------- -------- -------- -------- --------

BALANCE SHEET INFORMATION:
Working capital................................... $ 42,689 $ 68,078 $ 88,798 $136,837 $182,561 $197,830
Total assets...................................... 112,176 160,494 204,105 295,478 379,415 415,838
Long-term debt and capital leases(5).............. 10,790 24,575 4,250 57,500 57,500 32,750
Shareholders' equity.............................. 57,867 84,944 136,961 159,129 220,048 279,108

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

(1) All periods have been adjusted to give effect to a 50% stock dividend
effected on August 6, 1993, a 50% stock dividend effected on November 15,
1995, and a 50% stock dividend effected on June 2, 1998. Basic and diluted
earnings per share are based on net earnings before extraordinary item.

(2) Comparable store sales data is calculated by excluding the net sales of a
store for any month of one period if the store was not open throughout the
same month of the prior period.

(3) Average square footage for all stores is calculated by dividing the total
square footage for all stores open at the end of the period by the number of
stores open at the end of such period.

(4) Average sales per square foot of selling space is calculated by dividing
total selling square footage for all stores open the entire period into
total sales for those stores.

(5) February 1, 1997 and January 31, 1998 balances represent the 5 1/4%
Convertible Subordinated Notes Due 2003. See "Financing and Capital
Resources" for a discussion of the redemption of the Notes.

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RISK FACTORS

You should carefully consider the following risk factors and the other
information in this prospectus in evaluating whether to invest in any of our
shares.

PROPOSED ACQUISITION

After we acquire Moores, our management must focus its attention on
combining the operations of Moores with ours. This will temporarily divert some
of our management's attention from normal day-to-day business. Also, combining
personnel with different business backgrounds and locations and combining
companies with two different corporate cultures could be difficult. We have not
previously had any operations outside of the United States. We cannot assure you
that we will be able to integrate the two companies on a timely or profitable
basis. In addition, we have not owned and operated a manufacturing facility in
the past. While we believe that Moores' employees are well qualified to operate
the manufacturing facility, we cannot assure you that key employees will
continue to work for us.

Under the terms of the Combination Agreement, Moores has made certain
representations and warranties with respect to itself and its business. In the
event of a material breach, as defined in the Combination Agreement, of those
representations and warranties, we may terminate the Combination Agreement.
However, these representations and warranties do not survive the closing of the
combination arrangement and we will not have a right to bring any action against
the shareholders of Moores after the closing if the representations and
warranties are thereafter determined to be inaccurate.

EXCHANGE RATE FLUCTUATIONS

Moores conducts most of its business in Canadian dollars. The exchange rate
between Canadian dollars and U.S. dollars has fluctuated over the last ten
years. If the value of the Canadian dollar against the U.S. dollar weakens, then
the revenues and earnings of our Canadian operations will be reduced when they
are translated to U.S. dollars. Also, the value of our Canadian assets in U.S.
dollars will decline.

Both the Company and Moores use direct sourcing programs for inventory
purchases. Some of these transactions are denominated in foreign currencies,
primarily the Italian lira, which create currency exchange risks. Forward
exchange contracts are used to protect against these risks, but we cannot assure
you that currency exchange losses will not occur.

MANUFACTURING RISKS

Moores, through its wholly owned subsidiary Golden Brand Clothing (Canada)
Ltd. ("Golden Brand"), manufactures nearly all of the tailored clothing offered
for sale by Moores stores. A large part of Moores' growth and profitability has
resulted from the ability of Golden Brand to manufacture high quality clothes in
an efficient and timely manner. A long interruption in Golden Brand's ability to
manufacture tailored clothing could have a material negative impact on the
Moores operations.

There are a variety of risks associated with the manufacturing business
including:

- labor,

- machinery,

- maintenance,

- product scheduling and delivery systems, and

- obtaining raw materials on a timely basis.

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We could experience shortages in men's tailored clothing to sell in our
stores if Golden Brand fails to meet its production goals for any reasons,
including:

- labor disputes,

- delays in production, or

- machinery breakdowns or repair problems.

Golden Brand's principal raw material is fabric. Many of Golden Brand's
suppliers have supplied fabric to Golden Brand for more than ten years. If one
of the current suppliers is unable or unwilling to provide fabric, we believe
that there are many other suppliers of fabric who could supply fabric to Golden
Brand at comparable cost. As is normal in the industry, most of Golden Brand's
supply contracts are seasonal. There could be a negative effect on the ability
of Golden Brand to meet its production goals if any of the following occurred:

- an unexpected loss of a supplier of fabric,

- a long interruption in shipments from any fabric supplier,

- an unexpected loss of any of the suppliers of raw materials other than
fabric or other finished goods, or

- a long interruption in the shipment of raw materials or finished goods.

The negative effect would be particularly noticeable with regard to Golden
Brand's seasonal or time-sensitive products.

LABOR NEGOTIATIONS

The work force of Golden Brand's manufacturing facility is unionized. On
December 23, 1998, the membership of the Union ratified a new contract that will
run until November 30, 2001. We cannot predict the effect, if any, that any
future collective bargaining agreements with these unions will have on our
operations and financial performance.

EXPANSION STRATEGY

A large part of our growth has resulted from the addition of new Men's
Wearhouse stores and the increased sales volume and profitability provided by
these stores. We will continue to depend on adding new stores to increase our
sales volume and profitability. We believe that our ability to increase the
number of traditional stores in the United States above 500 will be limited.
However, we anticipate that additional growth opportunities exist through the
VPC operations. When we enter new markets, we have to:

- obtain suitable store locations,

- hire personnel,

- establish distribution methods, and

- advertise our name and our distinguishing characteristics to consumers
who may not be familiar with us.

We cannot assure you that we will be able to open and operate new Men's
Wearhouse or VPC stores on a timely and profitable basis. The costs associated
with opening new stores may negatively affect our profitability. Our expansion
strategy may also be negatively impacted by conditions in the commercial real
estate market existing at the time we seek to expand.

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In addition to our growth through adding new traditional stores, we have
experienced increases in store sales over the previous year for each of the past
five years. Comparable store sales increased:

- 3.9% for 1996,

- 8.5% for 1997, and

- 10.4% for 1998.

We cannot assure you that we will experience similar rates of comparable
store sales growth in future periods.

We are also integrating and developing our operations that target the more
price sensitive clothing customers. VPC acquired the 17 C&R stores, the six NAL
stores and the four Suit Warehouse stores to begin this process. We have closed
most of the C&R locations and anticipate that all C&R locations will be closed
by the end of the first quarter of 1999. In some cases, we are relocating Men's
Wearhouse stores to old C&R store locations. SuitMax stores are being opened to
replace C&R stores. However, we cannot assure you that these stores or any
further expansion into the more price sensitive market will be successful. We do
expect that we will experience lesser operating margins from VPC as we make
substantial advertising expenditures to gain market identity and rationalize
acquired assets to meet the new SuitMax format.

SEASONALITY AND GENERAL ECONOMIC CONDITIONS

Like most retail businesses, our business is seasonal. Historically, over
30% of our net sales and approximately 50% of our net earnings have been made
during November, December and January. Like other retail businesses, our
operations may be negatively affected by local, regional or national economic
downturns. Any economic downturn affecting us might cause consumers to reduce
their spending, which would impact our sales. We cannot assure you that a long
economic downturn would not have a noticeable negative impact on us.

DECLINING UNIT SALES OF MEN'S TAILORED CLOTHING

According to industry sources, sales in the men's tailored clothing market
generally have declined over the past several years. We believe that this
decline is attributable primarily to: (1) men allocating less of their income to
tailored clothing and (2) certain employers relaxing their dress codes. We
believe that this decrease in sales has contributed, and will continue to
contribute, to a consolidation among retailers of men's tailored clothing.
Despite this overall decline, we have been able to increase our share of the
men's tailored clothing market. Although we believe we are in a consolidating
segment of the retailing industry, we cannot assure you that we will continue to
be able to expand our sales volume or maintain our profitability within that
segment of the industry.

COMPETITION

The men's tailored clothing market is fragmented, and we face intense
competition for:

- customers,

- access to quality merchandise, and

- suitable store locations.

We compete with:

- specialty men's clothing stores,

- traditional department stores,

- other off-price retailers and manufacturer-owned stores,

- independently-owned outlet stores,
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- discount operators, and

- three-day stores.

Several of these competitors are part of large department store chains that
have much greater financial, marketing and other resources than we have
available. We cannot assure you that we will be able to compete successfully
with our competitors in the future. See "Business -- Competition" at p. 36.

POSSIBLE FLUCTUATIONS IN STOCK PRICE

The market price of our common stock has fluctuated in the past and may
change rapidly in the future depending on news announcements and changes in
general market conditions. See "Price Range of Common Stock" at p. 23. The
following factors, among others, may cause significant fluctuations in our stock
price:

- news announcements regarding quarterly or annual results of operations,

- monthly comparable store sales,

- acquisitions,

- competitive developments,

- litigation impacting us, or

- market views as to the prospects of retailing generally.

CONTROL OF THE COMPANY

After the Exchangeable Shares are exchanged into our common stock, our
executive officers and directors will own approximately 24% of the outstanding
shares of our common stock. Because the executive officers and directors own
such a large percentage of the outstanding shares of our common stock, if they
act together, they could exercise substantial control over:

- the election of all of the directors,

- the approval of any sale of assets, merger or consolidation, and

- the outcome of all of the matters submitted to our shareholders for a
vote.

RELIANCE ON KEY PERSONNEL

Mr. George Zimmer has been very important to our success. Mr. Zimmer is our
Chairman of the Board, Chief Executive Officer and primary advertising
spokesman. The loss of Mr. Zimmer's services could have a significant negative
effect upon the Company.

Also, our continued success and the achievement of our expansion goals are
dependent upon our ability to attract and retain additional qualified employees
as we expand.

PREFERRED STOCK AUTHORIZED FOR ISSUANCE

After consummation of the Moores transaction, we will have available for
issuance 1,999,999 shares of preferred stock, $.01 par value per share. Our
Board of Directors is authorized to issue any or all of this preferred stock, in
one or more series, without any further action on the part of shareholders. Your
rights as a holder of our common stock may be negatively affected if we issue a
series of preferred stock in the future that has preference over the common
stock with respect to the payment of dividends or distribution upon our
liquidation, dissolution or winding up. See "Description of Capital
Stock -- Preferred Stock" at p. 38.

YEAR 2000 RISKS

In mid-1997, we began a company-wide project to upgrade our information
technology. This information technology is designed to increase the efficiency
and the future productivity of our operations. By completing
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these changes, we expect our computer systems to properly recognize and use
dates beyond December 31, 1999. The costs related to the project are expected to
be between approximately $12.0 million and $20.0 million. The costs related
specifically to Year 2000 issues cannot be separated from this amount. We expect
all of our business systems to be Year 2000 compliant by mid-1999. We do not
anticipate that the cost will have a material effect on our consolidated
financial position or results of operations in any given year. However, we
cannot give you any assurances that we will be able to completely identify or
address all Year 2000 compliance issues. We also cannot assure you that third
parties with whom we do business will not experience system failures as a result
of the Year 2000 issue. Finally, we cannot predict the consequences of
noncompliance. See "Business -- Management Information and Telecommunication
Systems" at p. 35.

We have been advised that Moores expects its payroll and accounting systems
to be Year 2000 compliant by February 28, 1999 and its merchandising and point
of sale systems to properly recognize and use dates beyond December 31, 1999
before March 31, 1999. In addition, we have been informed that Moores is in the
process of evaluating the machinery utilized in its manufacturing operations to
attempt to cause it to be Year 2000 compliant. Moores expects to have its
manufacturing operations Year 2000 compliant by March 31, 1999. Moores has
indicated that the costs related to making its business and manufacturing
systems Year 2000 compliant are not expected to exceed Can $500,000. Moores has
also indicated to us that they do not anticipate that the cost will have a
material effect on its consolidated financial position or results of operations
in any given year. However, we cannot give you any assurances that Moores will
be able to completely identify or address all Year 2000 compliance issues. Also
third parties with whom Moores does business may experience system failures as a
result of the Year 2000 issue. This could adversely affect Moores. Finally, we
cannot predict the consequences of Moores' noncompliance. See "Business of
Moores -- Management Information Systems" at p. 18.

The statements included in this section "Year 2000 Risks" are intended to
be and are designated "Year 2000 Readiness Disclosure" statements within the
meaning of the Year 2000 Information and Readiness Disclosure Act.

FORWARD-LOOKING STATEMENTS

Certain statements made in this prospectus and in other public filings and
releases by the Company contain "forward-looking" information (as defined in the
Private Securities Litigation Reform Act of 1995) that involve risk and
uncertainty. These forward-looking statements may include, but are not limited
to:

- future capital expenditures,

- acquisitions (including the amount and nature thereof),

- future sales,

- earnings,

- margins,

- costs,

- number and costs of store openings,

- demand for men's clothing,

- market trends in the retail men's clothing business,

- currency fluctuations,

- inflation, and

- various economic and business trends.

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Management may make forward-looking statements orally or in writing,
including but not limited to, this prospectus and other of our filings with the
SEC under the Securities Exchange Act of 1934 and the Securities Act of 1933.

In connection with such forward-looking statements, you should consider
that they involve known and unknown risks, uncertainties and other factors that
are, in some cases, beyond our control. You are cautioned that any such
statements are not guarantees of future performance and that actual results and
trends in the future may differ materially. Differences may result from a
variety of factors including, but not limited to:

- domestic or international economic activity and inflation,

- successful execution of internal operating plans,

- successful execution of new store and new market expansion plans,

- performance issues with key suppliers,

- foreign currency fluctuations,

- government export and import policies,

- legal proceedings,

- our ability to continue to identify and complete successful expansions
into existing markets,

- our ability to continue to identify and complete successful penetrations
into new markets, and

- our ability to integrate any expansion with our existing operations.

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ACQUISITION OF MOORES

The Men's Wearhouse, Inc. has entered into a Combination Agreement dated as
of November 18, 1998 (the "Combination Agreement") with Moores, the shareholders
of Moores and a wholly owned subsidiary of Men's Wearhouse pursuant to which
Moores will be restructured so that such wholly-owned subsidiary of Men's
Wearhouse will own the only outstanding common stock of Moores. The shareholders
of Moores and employees who hold certain options to purchase a class of Moores
capital stock will exchange their shares of capital stock of Moores and their
options for a new class of exchangeable shares (the "Exchangeable Shares") of
Moores. Except to the extent required by the laws of the Province of New
Brunswick, the only rights of the Exchangeable Shares are to permit the holders
thereof to exchange each Exchangeable Share for a share of Men's Wearhouse
common stock and to receive dividends on the Exchangeable Shares in an amount
equal to dividends, if any, paid on Men's Wearhouse common stock. Men's
Wearhouse has no present plans to commence payment of dividends. Each
Exchangeable Share will also have the right, under the terms of a share of
special voting preferred stock to be issued by Men's Wearhouse, to cast a vote
equivalent to the vote of one share of Men's Wearhouse common stock on each
matter submitted to the holders of Men's Wearhouse common stock for a vote.

The Combination Agreement provides that Moores will exchange 2,500,000
shares of Exchangeable Shares, and, therefore, Men's Wearhouse will ultimately
be required to issue 2,500,000 shares of Men's Wearhouse common stock, in
exchange for the Exchangeable Shares, to the existing shareholders and option
holders of Moores. The combination arrangement includes the Exchangeable Share
feature so that the exchange at the time of closing will not be taxable to the
present shareholders of Moores under Canadian income tax law.

In connection with the closing of this transaction, Moores' existing
indebtedness of approximately $60 million must be repaid. At the same time we
close the Moores acquisition, we will enter into two new credit facilities to
fund the repayment of Moores debt and to provide working capital for the ongoing
needs of Moores. See "Financing and Capital Resources".

After the closing of this transaction, management intends to evaluate the
eight Moores stores operating in the United States with regard to duplicative
markets and customary business performance. This could result in store
modifications, relocations or closures of certain Men's Wearhouse or Moores
stores in the U.S. market. Management is not able to estimate at this time the
costs, if any, that may be incurred for such modifications, relocations or
closures.

Under the terms of the Combination Agreement, Moores has made certain
representations and warranties with respect to itself and its business. In the
event of a material breach, as defined in the Combination Agreement, of those
representations and warranties, Men's Wearhouse may terminate the Combination
Agreement. However, these representations and warranties do not survive the
closing of the combination arrangement and Men's Wearhouse will not have a right
to bring any action against the shareholders of Moores after the closing if the
representations and warranties are thereafter determined to be inaccurate.

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BUSINESS OF MOORES

GENERAL

Moores is one of Canada's leading specialty retailers of men's tailored
clothing, with 107 stores in the ten Canadian provinces. In September 1997,
Moores expanded into the U.S. market with the opening of four stores in the
greater Cleveland/Northeastern Ohio market and has since expanded to eight
stores in Ohio and Illinois. Moores operates all stores under the name Moores
The Suit People(R). Moores distinguishes itself from other retailers of men's
tailored clothing by manufacturing virtually all of its tailored clothing. As a
result, Moores achieves certain cost savings compared to its competitors in
Canada and is able to provide greater value to its Canadian customers by
offering a broad selection of quality merchandise at everyday low prices.
Moores' prices for tailored clothing typically range from 20% to 30% below
traditional Canadian department and specialty stores and 30% to 40% below
traditional U.S. department and specialty stores. The Moores stores are
primarily located in strip centers or power centers.

Approximately 60% of Moores' merchandise consists of men's tailored
clothing, including suits, sport coats and dress pants and the remaining 40%
includes dress shirts, sportswear, outerwear and accessories. Moores focuses
principally on conservative, basic tailored apparel, thereby limiting Moores'
exposure to changes in fashion trends and the need for markdowns and promotional
sales. Moores typically offers a full assortment of suits and sport coats in
sizes ranging from 36 short to 54 extra long, and carries a larger selection in
each size than that usually carried by traditional men's apparel retailers.

INDUSTRY OVERVIEW

The men's apparel industry in Canada is served by several distribution
channels, including men's specialty clothing stores, traditional department
stores, off-price retail chains, manufacturer-owned stores and outlet stores.

Although specialty retailers of men's tailored clothing may carry higher
quality and more expensive designer and brand name suits, sport coats and dress
pants than Moores, the breadth of selection may be limited. These retailers
usually offer the customer a high level of customer service. However, the
merchandise at these men's specialty clothing retailers tends to be more
expensive. In addition, these retailers often lack the buying power enjoyed by
apparel chains that purchase in volume, and tailoring costs are generally
included in the price of each garment irrespective of the amount of tailoring
needed.

Department stores can offer a broader selection of men's tailored clothing
and may offer lower prices at certain times than specialty stores; however,
department stores tend to be less focused on men's tailored clothing than Moores
because their men's departments often allocate relatively less selling space and
sales personnel to tailored men's clothing. In addition, menswear departments in
department stores tend to be highly promotional, and prices on a particular
piece of clothing can vary greatly throughout a selling season. Department
stores may have centralized tailoring facilities not located in the store, which
can delay the tailoring process and the ultimate delivery of merchandise to the
customer.

Many off-price retailers, manufacturer-owned stores and outlet stores offer
low prices, but the quality and depth of their menswear selection may be
inconsistent. As with department stores, there may be less focus on men's
tailored clothing since such retailers may also carry women's and children's
merchandise. Customer service in many of these stores tends to be limited, with
patrons often being required to help themselves in locating their desired style,
color and size, and in some instances return policies are inflexible. Tailoring
is often unavailable. These stores are also generally unable to replenish their
inventories once merchandise is sold in any given season.

BUSINESS STRATEGY

The key elements of the Moores historical business strategy has been as
follows:

Vertically Integrated. Moores conducts its manufacturing operations
through its wholly-owned subsidiary, Golden Brand, which is the second
largest manufacturer of men's suits and sport coats in
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Canada, and one of the largest in North America. Golden Brand manufactures
virtually all the tailored clothing offered for sale in Moores stores, and
in fiscal 1997, substantially all of Golden Brand's sales were to Moores
stores. Moores' vertical integration generates cost savings compared to its
competitors through the reduction of marketing and sales costs at the
manufacturing level, reduction of wholesaler mark-ups, and minimization of
warehousing, distribution and other administrative overhead costs.

Value Focused. Moores offers value to its customers through a broad
selection of high quality merchandise at everyday low prices. Moores offers
first quality merchandise rather than close-outs or seconds. Moores offers
a broad and deep assortment of colors, fabrics and sizes. The prices of
suits generally range from Can $149 to Can $299 in Moores Canadian stores
and US $169 to US $299 in Moores U.S. stores. A "compare at" tag attached
to each garment lists Moores' price for the item and the price charged by
traditional department and specialty stores for comparable merchandise.

Customer Service Oriented. Moores structures its business and
operations to address the needs and preferences of its customers. Moores
regularly replenishes its stock, including a complete line of basic men's
tailored clothing. Merchandise in all Moores stores is presented in a
similar manner so that customers familiar with one Moores store can easily
locate merchandise in other Moores stores. Each store employee is trained
in product knowledge and customer service and is able to address the
clothing needs of an individual customer. Each store provides on-site
tailoring services to facilitate prompt alterations at a low cost to
customers. Moores' management believes that its focus on customer service
ensures that a significant portion of its business comes from repeat
customers and that its percentage of returns is low.

Marketing Driven. The Canadian operations of Moores typically spend
approximately 8% of sales per year on advertising. Moores advertises
primarily through flyers that are focused solely on men's apparel. Flyers
are distributed regularly to target households, mainly through newspaper
inserts. In Canada, which has a population of approximately 30 million,
Moores distributed over 131 million flyers, printed on recycled paper,
during fiscal 1997.

MERCHANDISING

Moores focuses on conservative, basic tailored apparel. Approximately 60%
of Moores' merchandise consists of men's tailored clothing, including suits,
sport coats and dress pants, and the remaining 40% includes dress shirts,
sportswear, outerwear and accessories. Although conservative styles are
emphasized, each season's merchandise reflects current fabric, color and fashion
trends. Moores carries over 50 different sizes in regular, short, long (tall),
extra long (extra tall) and portly, while most department and specialty stores
carry exclusively core sizes (sizes 38 to 46 regular, 42 to 46 long, 38 to 42
short). Although Moores does not claim to specialize in these non-core sizes,
its reputation for carrying a full selection of suits and sport coats in a wide
range of sizes attracts many customers that require tailored clothing in special
sizes.

The chart below lists Moores' market share in Canada for calendar year 1997
among retailers of men's tailored clothing reported by the Canadian Apparel
Market Monitor.

MARKET SHARE AND RANK BY CATEGORY IN 1997

[Download Table]

MARKET SHARE RANK
------------ ----

Suits....................................................... 18.5%(1) 1
Sport Coats................................................. 18.6% 1
Dress Pants................................................. 11.8% 2

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

(1) Moores' next largest competitor held 12.9% of the Canadian market share in
terms of retail sales for men's suits.

Unlike many retailers who run sales at various times of the year, Moores
offers value to its customers at everyday low prices. Moores runs a sale only at
the end of the spring (June) and fall (December) seasons.

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These sales serve to reduce stock at season's end and prepare the stores for the
arrival of the new season's merchandise.

Moores has developed its own or has purchased brand names, and each brand
name represents different price points, quality and style. The labels currently
being offered in Canada and/or the U.S. include the following: Le Collezioni
(Tradizioni) di Successo, Champlain, Christian Dumas, Corporate Collections,
Hyde Park, Progress Brand, Brittany International, Traveller Suit by Moores,
Pine Point and Marble Arch.

CUSTOMER SERVICE

Moores believes that superior customer service is fundamental to its
operating strategy. To further this objective, Moores actively recruits quality
store personnel and provides training. Store personnel, including managers,
sales associates and tailors, are trained and encouraged to be courteous,
friendly and knowledgeable while addressing the needs of customers. Store
personnel are trained to offer guidance and answer questions pertinent to
choosing, for example, the right color or style of a suit, as well as being able
to fit a garment for alteration. Professional and personal attention is
emphasized to establish and maintain a continuing relationship with the
customer.

Moores' formal training program, under the direction of a Manager of
Training and Development, is carried out through training sessions at the retail
headquarters and regionally as well as weekly in-store meetings. Depending on
their level of experience, employees receive initial training for a period of
two days or two weeks. This training is supplemented by regular interaction
among regional supervisors, store managers and sales associates.

Each of Moores' stores provides on-site tailoring services to facilitate
prompt alterations at a reasonable cost to customers, with pants being hemmed
while the customer waits. With the extensive array of sizes and merchandise in
each store, hemming is often the only alteration required.

STORE OPERATIONS

Moores' retail operations are led by the President of Moores The Suit
People Inc. and 16 regional supervisors, each responsible for five to seven
stores. Store management consists of a store manager and one to two assistant
store managers, depending on the size of the store. Moores carefully screens
candidates for regional supervisor and store manager positions, selecting only
those individuals that demonstrate thorough training and extensive experience in
the retail industry. Turnover among regional supervisors and managers has been
minimal. Every regional supervisor and store manager is required to complete an
extensive training program designed to develop leadership and management skills.

Historically, Moores' expansion strategy has provided numerous
opportunities for employees to move into sales and store management positions.
Moores' own qualified and experienced employees historically have filled key
in-store management positions. This "promotion from within" philosophy enables
Moores to attract and maintain a well trained, highly motivated and loyal
workforce. The majority of upper and middle management started their careers on
Moores' sales floor or in its factory.

Moores has centralized many of its operations, including the implementation
of standard policies and procedures, centralized accounting systems,
company-wide training programs, uniform store layouts and centralized
purchasing, replenishment, advertising and pricing programs.

PROPERTIES

Moores leases all of its stores and presently intends to lease all of its
future locations. Moores stores average approximately 6,000 square feet and
Moores is currently targeting retail space ranging from 5,000 to 7,000 square
feet for its new stores. Moores generally leases space in strip centers or power
centers, and avoids the significantly higher occupancy costs for mall locations.
Of Moores' 115 stores, only 12 are in traditional mall locations. A store is
only leased in a mall if no suitable alternative is available in a desired area.
Store leases typically have terms to maturity of ten years with many containing
a five year renewal option.

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As of January 30, 1999, Moores operated 115 stores in the ten Canadian
provinces and 2 states in the United States. The following table sets forth the
location, by province or state, of these stores:

[Download Table]

CANADA
------

Ontario................................................... 46
Quebec.................................................... 22
British Columbia.......................................... 13
Alberta................................................... 11
Manitoba.................................................. 5
New Brunswick............................................. 3
Nova Scotia............................................... 3
Saskatchewan.............................................. 2
Newfoundland.............................................. 1
Prince Edward Island...................................... 1
U.S.
Ohio...................................................... 6
Illinois.................................................. 2
---
Total 115
===

Moores' distribution facilities are leased. Its manufacturing facility in
Montreal encompasses approximately 200,000 square feet of leased space,
including 10,000 square feet of office space, with a current annual rental of
approximately Can $600,000 (or Can $3.00 per square foot). The lease expires on
February 29, 2004.

MANUFACTURING

Manufacturing Operations. Golden Brand operates a tailored clothing
manufacturing facility in Montreal. This facility includes a cutting room,
fusing department, pant shop and coat shop. At full capacity, the coat shop can
produce 12,000 units per week and the pant shop can produce 25,000 units per
week. Average production for the nine months ended October 31, 1998 was 10,173
units and 20,177 units per week, respectively. Management believes that, if
required, additional capacity could be added at a relatively low cost.

Import Operations. All of Moores' imported merchandise is imported through
Golden Brand. Moores imports and direct sources dress shirts and knit shirts,
casual pants, leather jackets and coats, rainwear and outerwear. For fiscal
1997, Moores imported merchandise from approximately 27 sources worldwide, which
accounts for approximately 20% of annual cost of sales.

PURCHASING

Retail Stores. In fiscal 1997 Moores stores purchased approximately 80% of
its merchandise from Golden Brand and the remaining 20% from approximately 20
other suppliers, none of which accounted for more than 5% of Moores total
purchases.

Manufacturing Operations. Golden Brand purchases fabric, trimmings and
other raw materials from approximately 50 suppliers, many of whom have supplied
materials to Golden Brand for more than 10 years. Fabric represents nearly all
of Golden Brand's raw material purchases. Golden Brand purchases high quality
fabric from European, Canadian, Far Eastern, South American and U.S. mills. In
fiscal 1997, approximately 14% of Golden Brand's purchases were from one
Canadian supplier with whom it has done business for over 20 years. Moores
believes, however, that there are a number of alternative sources of supply from
which it could fulfill its fabric requirements.

DISTRIBUTION

Moores' distribution facilities include a 70,000 square foot facility
located near Golden Brand's factory in Montreal, of which 50,000 square feet are
used for staging and distribution of merchandise to Moores stores

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and 20,000 square feet are bonded to allow Moores to defer payment of import
duty until imported goods are shipped to stores. Moores also leases a 15,000
square foot facility at its Toronto headquarters, which is used primarily for
storage of seasonal recalls, as well as offices for its retail operations.

All of the merchandise manufactured by Golden Brand is tagged and labeled
at the factory and sent to Moores' distribution facility in Montreal prior to
being shipped to the stores. Moores' imported merchandise is ticketed at the
offshore factories where the merchandise is produced, and is received by Golden
Brand at its bonded warehouse ready to be shipped directly to the stores.
Merchandise supplied to the stores by third-party suppliers is handled similarly
and the large majority is generally drop-shipped directly to the stores by such
suppliers.

MANAGEMENT INFORMATION SYSTEMS

Since 1992, Moores has operated a fully-integrated, point-of-sale inventory
and management information system processed by a DEC Alpha Unix-based computer
with proprietary software. The system provides inventory and sales information
by store and by SKU. Moores' POS systems have been designed to integrate all
major aspects of Moores' business, including sales by store, inventory levels,
purchase order management, merchandise planning and the general ledger
functions. Store inventory levels are regularly monitored and adjusted to
reflect sales trends. The inventory control system provides information that
enhances management's ability to make informed and timely buying and
manufacturing decisions and accommodate unexpected increases or decreases in
demand for a particular item. The inventory management system is capable of
reporting product information, such as style, fabric, vendor lot, model number,
size and color. Through its stock replenishment system, the merchandise of each
Moores store is restocked on a weekly or, if needed, more frequent basis.

Moores has been in the process of updating and upgrading its information
systems to attempt to cause them to be Year 2000 compliant. Moores believes it
has completed an inventory of its payroll, accounting, merchandising and point
of sale systems to ensure that the operation of such systems will not be
materially adversely affected by the Year 2000 date change. Moores expects to
have its payroll and accounting systems Year 2000 compliant by February 28, 1999
and its merchandising and point of sale systems Year 2000 compliant by March 31,
1999. Moores is also in the process of evaluating the machinery and embedded
technology involved in Golden Brand's manufacturing operations. Moores expects
that such evaluation should be complete and all manufacturing technology should
be Year 2000 compliant by March 31, 1999. Moores has indicated that anticipated
costs related to Year 2000 compliance should not exceed Can $500,000.

Moores has requested and is in the process of receiving written responses
from its vendors and suppliers confirming that the vendor or supplier is Year
2000 compliant. Moores will continue to monitor those vendors and suppliers, as
well as those that have not provided written assurance. Moores expects to use
alternate sources to replace those vendors and suppliers who do not provide
written assurance of their Year 2000 readiness.

Assuming no general failure of utilities to provide basic services over
large geographic areas or of the banking systems generally to conduct business
substantially as usual, or of the credit card systems to confirm credit
generally, Moores believes that at the store level, the worst case scenario
would require the processing of credit approval by telephone and the ordering
and allocation of inventory by telephone. While each of these scenarios would
increase the cost of doing business and may result in the loss of some sales,
Moores does not believe that either of these situations would have a material
adverse effect on Moores' results of operations.

At the manufacturing level, production could be slowed if the machinery
fails to work after December 31, 1999; however, Golden Brand does have alternate
machinery which could be utilized if the automated machinery fails to be Year
2000 compliant. If all suppliers were unable to supply the fabric needs of the
Golden Brand manufacturing operations, then, given this worst case scenario,
Golden Brand may lose one to two months of production. However, no one supplier
accounts for more than 14% of the fabric used in Golden Brand's production.
Moores anticipates that if any one supplier is unable to provide fabric, an
alternate source could be found to meet production needs. If there is a
significant disruption in the supply chain due to the Year 2000 issue and the
amount of fabric available from suppliers is limited, it may be difficult to
obtain the
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fabric necessary to meet the demands of the manufacturing operations and
available fabric may experience a significant increase in cost.

Moores has not developed a contingency plan at present. However, Moores
intends to adopt such a plan, if necessary, in mid-1999 to address any
unresolved issues or risks that may exist at that time.

The statements included in this section are intended to be and are
designated "Year 2000 Readiness Disclosure" statements within the meaning of the
Year 2000 Information and Readiness Disclosure Act.

EMPLOYEES

Moores employs over 2,000 employees. At October 31, 1998, Moores stores
employed approximately 1,280 employees, of whom approximately 766 were full-time
employees and 514 were part-time or temporary. At the same date, Golden Brand
employed approximately 930 full-time employees in its factory, warehouse and
office. Except for approximately 70 supervisory and office personnel, all of
Golden Brand's employees belong to the Union of Needletrades, Industrial and
Textile Employees. On December 23, 1998, the membership of the Union ratified a
new contract that will run until November 30, 2001. Golden Brand is part of a
collective bargaining unit, of which it is the largest company. Management
believes that its relations with employees are good.

LEGAL PROCEEDINGS

Moores is involved in various routine legal proceedings, including ongoing
litigation incidental to the conduct of its business. Moores believes that none
of these matters will have a material adverse effect on the financial condition
or results of operations of Moores.

TRADEMARK AND SERVICE MARKS

Moores is the owner of several Canadian registered trademarks, including
"Moores The Suit People", "The Suit People", "Moores Vetements Pour Hommes" and
"Golden Brand". "Moores The Suit People" has been registered with the U.S.
Patent and Trademark Office and Moores' applications for the registration of a
number of other trademarks are currently pending in the U.S. Patent and
Trademark Office.

Moores believes that its rights to its trademarks and trade names are
significant assets in Canada.

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USE OF PROCEEDS

Because the shares of Men's Wearhouse common stock will be issued upon
exchange of the Exchangeable Shares by the selling shareholders, the Company
will receive no net cash proceeds upon such issuance.

SELLING SHAREHOLDERS

The selling shareholders will be the holders of the Exchangeable Shares of
Moores and initially will include both the existing shareholders of Moores and
those employees who hold certain options to purchase a class of Moores capital
stock. The selling shareholders include transferees, donees, pledgees or other
successors selling shares received from a selling shareholder named below after
the date of this prospectus. We will add these transferees, donees, pledgees or
other successors to the list of selling shareholders through a prospectus
supplement. The selling shareholders will receive 2,500,000 Exchangeable Shares
on the date we consummate the combination of Moores with our Company. The
selling shareholders may acquire more Exchangeable Shares if we choose to pay
future dividends in the form of additional shares.

The selling shareholders may acquire the common stock offered by this
prospectus if they exchange their Exchangeable Shares for our common stock. Upon
the closing of the Moores acquisition, they will have the right to exchange each
Exchangeable Share for one share of our common stock, subject in the case of the
Moores' affiliates to certain affiliate agreements. See "Plan of Distribution".
If the selling shareholders converted all of their Exchangeable Shares for our
common stock upon the closing of the Moores acquisition, they would own
2,500,000 shares of our common stock which represents approximately 7% of our
common stock currently outstanding. Any additional Exchangeable Shares they
receive as dividends may also be converted into our common stock.

We have the option to redeem the Exchangeable Shares upon the occurrence of
certain events. The redemption price is equal to one share of our common stock
plus any dividends declared but unpaid as of the date of redemption. We must
redeem each outstanding Exchangeable Share on the fifth anniversary of the
effective date of the consummation of the combination with Moores.

The following table sets forth the name of each selling shareholder, the
number of Exchangeable Shares that will be beneficially owned by each selling
shareholder as of the consummation of our combination with Moores Retail Group
Inc., and the number of shares of Men's Wearhouse common stock which may be
offered by each selling shareholder pursuant to this prospectus. Since we are
unable to predict whether any stock dividends of Exchangeable Shares will be
distributed in the future, we are unable to predict the number of shares of
Men's Wearhouse common stock which will be beneficially owned by each selling
shareholder from time to time during the offering under this prospectus. Any and
all of the shares listed below may be offered for sale by a selling shareholder
from time to time and therefore we are unable to estimate the number of shares
that will be beneficially owned by each selling shareholder upon termination of
this offering. None of the selling shareholders has held any position, office or
any other material relationship with us within the past three years. Following
the consummation of the Moores transaction, Pat De Marco will be a director and
officer of Moores Retail Group Inc.

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SHARES TO BE OFFERED
EXCHANGEABLE SHARES PURSUANT TO
OWNED AT CLOSING THIS PROSPECTUS
------------------- --------------------

Marpro Holdings Inc....................................... 712,803 712,803
MGB Limited Partnership................................... 712,701 712,701
Capital D'Amerique CDPQ Inc............................... 316,793 316,793
Cerberus International, Ltd............................... 79,192 79,192
Ultra Cerberus Fund, Ltd.................................. 15,848 15,848
Styx International, Ltd................................... 15,848 15,848

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SHARES TO BE OFFERED
EXCHANGEABLE SHARES PURSUANT TO
OWNED AT CLOSING THIS PROSPECTUS
------------------- --------------------

The Long Horizons Overseas Fund, Ltd...................... 79,192 79,192
The Long Horizons Fund, L.P............................... 304,129 304,129
Styx Partners, L.P........................................ 139,400 139,400
Ira Solway................................................ 763 763
Richard Dulgar............................................ 763 763
Ricky Arruda.............................................. 763 763
Jerry Czorny.............................................. 763 763
Joe Bruno................................................. 763 763
Francesco Franco.......................................... 1,086 1,086
Armand Benchetrit......................................... 763 763
Richard C. Bull........................................... 763 763
Mario Candida............................................. 545 545
Dan Addario............................................... 545 545
Brian Coen................................................ 763 763
Dennis Button............................................. 763 763
Steve Faulhafer........................................... 434 434
Ramesh Naraine............................................ 763 763
Mario Parziale............................................ 11,374 11,374
David Starrett............................................ 45,548 45,548
Pat De Marco.............................................. 45,548 45,548
Pearl Chang............................................... 11,374 11,374

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PLAN OF DISTRIBUTION

These shares of our common stock are being registered to allow public
secondary trading by the holders of such shares of our common stock from time to
time after the date of this prospectus. We will not receive any of the proceeds
from the offering of these shares of common stock by the selling shareholders.

We have been advised by the selling shareholders that the shares offered by
this prospectus may be sold from time to time by or for the account of the
selling shareholders pursuant to this prospectus or pursuant to Rule 144 under
the Securities Act of 1933. Sales of shares pursuant to this prospectus may be
made in the over-the-counter market, on Nasdaq or otherwise at prices and on
terms then prevailing or at prices related to the then current market price (in
each case as determined by the selling shareholders). Sales may be made directly
or through agents designated from time to time, or through dealers or
underwriters to be designated or in negotiated transactions.

The shares may be sold by any one or more of the following methods:

- a block trade (which may involve crosses) in which the seller's broker or
dealer will attempt to sell the shares as agent but may position and
resell a portion of the block as principal to facilitate the transaction,

- purchases by a broker or dealer as principal and resale by the broker or
dealer for their account pursuant to this prospectus,

- exchange distributions and/or secondary distributions in accordance with
the rules of Nasdaq,

- ordinary brokerage transactions and transactions in which the broker
solicits purchasers,

- privately negotiated transactions,

- through put or call option transactions, or

- through short sales.

If applicable law requires, we will add a supplement to this prospectus to
disclose the following information about any particular offering:

- the specific shares to be sold,

- the names of the selling shareholders,

- the purchase prices and public offering prices,

- the names of any agent, dealer or underwriter making a sale of the
shares, or

- any applicable commissions or discounts.

The selling shareholders may sell shares directly to other purchasers,
through agents or through broker-dealers. Any selling agents or broker-dealers
may receive compensation in the form of underwriting discounts, concessions or
commissions from the selling shareholders, from purchasers of shares for whom
they act as agents, or from both sources. That compensation may be in excess of
customary commissions.

The selling shareholders and any broker-dealers that participate in the
distribution of the shares may be deemed to be "underwriters" within the meaning
of the Securities Act of 1933 in connection with the sales. Any commissions, and
any profit on the resale of shares, received by the selling shareholders and any
such broker-dealers may be deemed to be underwriting discounts and commissions.
We have been advised by each of the selling shareholders that they have not, as
of the date of this prospectus, entered into any arrangement with any agent,
broker or dealer for the sale of the shares.

The affiliates of Moores are subject to affiliate agreements which prohibit
them from exchanging their Exchangeable Shares until such time as results
covering at least 30 days of combined operations of Men's Wearhouse and Moores
have been published by Men's Wearhouse, in the form of a quarterly or annual
earnings report, an effective registration statement filed with the Commission,
a report to the Commission on Form 10-K, 10-Q or 8-K, or any other public filing
or announcement which includes the combined results of operations.

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Pursuant to the registration rights agreement relating to the registration
of our common stock to be issued upon the exchange of the Exchangeable Shares
(the "Registration Rights Agreement"), we shall use our reasonable best efforts
to keep the registration statement effective until the earlier of (i) the date
on which all of the Exchangeable Shares are either owned by Men's Wearhouse or
are no longer outstanding and (ii) the date on which all of the shares covered
by the Registration Statement may be sold without registration pursuant to Rules
144 and 145 under the Securities Act of 1933.

Pursuant to the Registration Rights Agreement, we have agreed to indemnify
each selling shareholder and any underwriter of the shares, as well as such
underwriter's officers, directors employees and agents and each person
controlling such underwriter, against certain liabilities, including liabilities
arising under the Securities Act of 1933. The selling shareholders have agreed
to indemnify us and any underwriter of the shares, as well as such underwriter's
officers, directors, and each person who controls such underwriter, against
certain liabilities, including liabilities arising under the Securities Act of
1933.

We may suspend the use of this prospectus and any supplements hereto in
certain circumstances due to pending corporate developments, public filings with
the SEC or similar events.

We will pay all costs and expenses incurred by us in connection with the
registration of the sale of shares pursuant to this prospectus. We will not be
responsible for any commissions, underwriting discounts or similar charges on
sales of the shares.

PRICE RANGE OF COMMON STOCK

Our common stock is quoted on Nasdaq under the symbol "SUIT". The following
table sets forth, on a per share basis for the periods indicated, the high and
low sale prices per share for our common stock as reported by Nasdaq. The prices
set forth below for periods prior to June 2, 1998 have been adjusted to give
retroactive effect to the 50% stock dividend paid on that date.

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HIGH LOW
------ ------

Fiscal Year ended February 1, 1997
First quarter............................................. $25.67 $17.00
Second quarter............................................ 24.67 11.33
Third quarter............................................. 18.00 12.17
Fourth quarter............................................ 19.00 10.83
Fiscal Year ended January 31, 1998
First quarter............................................. $20.67 $15.33
Second quarter............................................ 25.08 16.75
Third quarter............................................. 27.50 22.33
Fourth quarter............................................ 26.50 20.00
Fiscal Year ended January 30, 1999
First quarter............................................. $29.67 $22.33
Second quarter............................................ 36.88 26.67
Third quarter............................................. 34.63 14.00
Fourth quarter............................................ 32.50 22.00

The closing sale price of our common stock on February 1, 1999, as reported
on Nasdaq, was $30.88. As of February 1, 1999, we had approximately 1,100 record
holders and approximately 4,200 beneficial holders of our common stock.

DIVIDEND POLICY

We have not paid any cash dividends on our common stock and for the
foreseeable future we intend to retain all of our earnings for the future
operation and expansion of our business. Our credit agreement prohibits the
payment of cash dividends on our common stock. See "Financing and Capital
Resources".

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SELECTED CONSOLIDATED FINANCIAL INFORMATION

The following selected statement of earnings and balance sheet information
for the fiscal years indicated has been derived from the Company's consolidated
financial information. The Company's consolidated financial statements as of
February 1, 1997 and January 31, 1998 and for each of the three years in the
period ended January 31, 1998 were audited by Deloitte & Touche LLP, independent
auditors, whose report thereon is incorporated by reference herein. The
comparable selected information for the nine months ended November 1, 1997 and
October 31, 1998 has been derived from the Company's unaudited consolidated
financial statements, which, in the opinion of management, include all
adjustments (consisting only of normal recurring entries) that the Company
considers necessary for a fair presentation of such data. The information set
forth below should be read in conjunction with the consolidated financial
statements and notes thereto of the Company incorporated by reference herein.
References herein to years are to the Company's 52- or 53-week fiscal year,
which ends on the Saturday nearest January 31 in the following calendar year.
For example, references to "1997" mean the fiscal year ended January 31, 1998.
All fiscal years for which financial information is included in this Prospectus
had 52 weeks, except for 1995 which had 53 weeks. The unaudited results for the
nine months ended October 31, 1998 are not indicative of the results expected
for the full 1998 fiscal year.

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STATEMENT OF EARNINGS INFORMATION:
Net sales................................... $240,394 $317,127 $406,343 $483,547 $631,110 $410,867 $504,450
Gross margin................................ 91,766 121,878 157,615 188,366 242,593 154,763 193,018
Operating income............................ 15,818 22,375 30,606 38,134 51,530 27,255 39,108
Net earnings before extraordinary item...... 8,739 12,108 16,508 21,143 28,883 14,941 21,992
Basic earnings per share of common
stock(1).................................. $ 0.33 $ 0.43 $ 0.55 $ 0.67 $ 0.89 $ 0.47 $ 0.66
Diluted earnings per share of common
stock(1).................................. $ 0.32 $ 0.42 $ 0.55 $ 0.67 $ 0.87 $ 0.47 $ 0.64
Weighted average shares outstanding(1)...... 26,652 28,216 29,821 31,354 32,343 32,089 33,517
Weighted average shares outstanding plus
dilutive potential common shares(1)....... 27,207 28,744 30,339 34,101 35,384 35,123 36,261
OPERATING INFORMATION:
Percentage increase in comparable store
sales(2).................................. 17.2% 8.4% 6.8% 3.9% 8.5% 7.1% 11.0%
Average square footage -- all stores(3)..... 4,539 4,553 4,687 4,863 5,097 5,058 5,160
Average sales per square foot of selling
space(4).................................. $ 404 $ 406 $ 416 $ 413 $ 420 $ 281 $ 300
Number of stores:
Open at beginning of the period............. 143 183 231 278 345 345 396
Opened...................................... 40 48 48 50 50 36 30
Acquired.................................... -- -- -- 17 6 6 4
Closed...................................... -- -- (1) -- (5) (4) (16)
-------- -------- -------- -------- -------- -------- --------
Open at the end of the period............... 183 231 278 345 396 383 414
Capital expenditures.......................... $ 11,461 $ 23,736 $ 22,538 $ 26,222 $ 27,380 $ 19,288 $ 29,066

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JAN. 29, JAN. 29, JAN. 28, FEB. 1, JAN. 31, OCT. 31,
1994 1995 1996 1997 1998 1998
-------- -------- -------- -------- -------- --------

BALANCE SHEET INFORMATION:
Working capital....................................... $ 42,689 $ 68,078 $ 88,798 $136,837 $182,561 $197,830
Total assets.......................................... 112,176 160,494 204,105 295,478 379,415 415,838
Long-term debt and capital leases(5).................. 10,790 24,575 4,250 57,500 57,500 32,750
Shareholders' equity.................................. 57,867 84,944 136,961 159,129 220,048 279,108

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

(2) Comparable store sales data is calculated by excluding the net sales of a
store for any month of one period if the store was not open throughout the
same month of the prior period.

(3) Average square footage for all stores is calculated by dividing the total
square footage for all stores open at the end of the period by the number of
stores open at the end of such period.

(4) Average sales per square foot of selling space is calculated by dividing
total selling square footage for all stores open the entire period into
total sales for those stores.

(5) February 1, 1997 and January 31, 1998 balances represent the 5 1/4%
Convertible Subordinated Notes Due 2003. See "Financing and Capital
Resources" for a discussion of the redemption of the Notes.

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FINANCING AND CAPITAL RESOURCES

In June 1997, the Company entered into a new revolving credit agreement
with its bank group (the "Credit Agreement") which replaced a previously
existing credit facility. The Credit Agreement provides for borrowing of up to
$125 million through April 30, 2002. As of January 30, 1999, there were no
borrowings outstanding under the Credit Agreement.

Advances under the Credit Agreement bear interest at a rate per annum equal
to, at the Company's option, (i) the agent's prime rate or (ii) the reserve
adjusted LIBOR rate plus an interest rate margin varying between .875% to
1.375%. The Credit Agreement provides for fees applicable to unused commitments
of .125% to .275%.

The Credit Agreement contains certain restrictive and financial covenants,
including the requirement to maintain a minimum amount of Consolidated Net Worth
(as defined). The Company is also required to maintain certain debt to cash
flow, cash flow coverage and current ratios and must keep its average store
inventories below certain specified amounts. In addition, the Credit Agreement
limits additional indebtedness, creation of liens, Restrictive Payments (as
defined) and Investments (as defined). The Credit Agreement also prohibits
payment of cash dividends on the common stock of the Company. The Credit
Agreement permits, with certain limitations, the Company to merge or consolidate
with another company, sell or dispose of its property and make acquisitions. The
Company is in compliance with the covenants in the Credit Agreement.

The Company expects to amend and restate the Credit Agreement concurrently
with the closing of the Moores acquisition. Modifications will include covenant
adjustments to take into consideration the combination with Moores, extend the
maturity date and provide for additional lenders to the Credit Agreement.

The Company, through certain of its subsidiaries, will also enter into two
additional credit facilities at the time of the closing of the Moores
acquisition. A five-year amortizing term loan in the amount of Canadian
$75,000,000 will be used to refinance the Moores' indebtedness and a five year
revolving credit facility in the amount of Canadian $30,000,000 will be used to
provide working capital, capital expenditures and other ongoing financing needs
of Moores. See "Acquisition of Moores". Terms and conditions will be
substantially similar to those contained in the Company's amended and restated
Credit Agreement.

The Company anticipates that its existing cash and cash flow from
operations, supplemented by borrowings under the Credit Agreement, will be
sufficient to fund its planned store openings, other capital expenditures and
operating cash requirements for at least the next 12 months as well as the
refinancing of the Moores debt.

On August 14, 1998, the Company gave notice to the holders of its
outstanding 5 1/4% Convertible Subordinated Notes (the "Notes") that the Company
would redeem the Notes on September 14, 1998. As a result, $36,753,000 principal
amount of the Notes was converted into 1.6 million shares of Men's Wearhouse
common stock and $20,747,000 principal amount was redeemed for an aggregate of
$21,473,145.

In connection with the Company's direct sourcing program, the Company may
enter into purchase commitments that are denominated in a foreign currency. The
Company generally enters into forward exchange contracts to reduce the risk of
currency fluctuations related to such commitments. The majority of the forward
exchange contracts are with one financial institution. Therefore, the Company is
exposed to credit risk in the event of nonperformance by this party. However,
due to the creditworthiness of this major financial institution, full
performance is anticipated. The Company may also be exposed to market risk as a
result of changes in foreign exchange rates. This market risk should be
substantially offset by changes in the valuation of the underlying transactions
being hedged.

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NEW ACCOUNTING PRONOUNCEMENTS

In June 1998, the Financial Accounting Standards Board issued Statement No.
133, "Accounting for Derivative Instruments and Hedging Activities" ("SFAS
133"), which requires that an entity recognize all derivative instruments as
either assets or liabilities on its balance sheet at their fair value. Gains and
losses resulting from changes in the fair value of derivatives are recorded each
period in current earnings or comprehensive earnings, depending on whether a
derivative is designated as part of a hedge transaction, and, if it is, the type
of hedge transaction. Gains and losses on derivative instruments reported in
comprehensive earnings will be reclassified as earnings in the period in which
earnings are affected by the hedged item. SFAS 133 is effective for fiscal years
beginning after June 15, 1999. The Company is currently evaluating the impact,
if any, of SFAS 133 on its financial position and results of operations.

FORWARD-LOOKING STATEMENTS

Certain statements made herein and in other public filings and releases by
the Company contain "forward-looking" information (as defined in the Private
Securities Litigation Reform Act of 1995) that involve risk and uncertainty.
These forward-looking statements may include, but are not limited to, future
capital expenditures, acquisitions (including the amount and nature thereof),
future sales, earnings, margins, costs, number and costs of store openings,
demand for men's clothing, market trends in the retail men's clothing business,
currency fluctuations, inflation and various economic and business trends.
Forward-looking statements may be made by management orally or in writing,
including but not limited to, the Management's Discussion and Analysis of
Financial Condition and Results of Operations section and other sections of the
Company's filings with the SEC under the Securities Exchange Act of 1934 and the
Securities Act of 1933, incorporated by reference herein.

Actual results and trends in the future may differ materially depending on
a variety of factors including, but not limited to, domestic and international
economic activity and inflation, the Company's successful execution of internal
operating plans and new store and new market expansion plans, performance issues
with key suppliers, foreign currency fluctuations, government export and import
policies and legal proceedings. Future results will also be dependent upon the
ability of the Company to continue to identify and complete successful
expansions and penetrations into existing and new markets and its ability to
integrate such expansions with the Company's existing operations.

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BUSINESS

The Company's net sales have increased from $240.4 million in 1993 to
$767.9 million in 1998. As of January 30, 1999, the Company operated 431 stores
in 40 states and the District of Columbia, including 20 VPC stores in five
states, with approximately 32% of its locations in California and Texas. The
Company opened 43 new Men's Wearhouse stores and four new SuitMax stores in 1998
and plans to open an additional 40 to 45 new Men's Wearhouse stores and 5 to 10
new SuitMax stores in 1999, as well as to continue its store expansion in
subsequent years. See "Acquisition of Moores", "Financing and Capital
Resources", "-- Business Strategy" and "-- Expansion Strategy".

INDUSTRY OVERVIEW

Men's Wearhouse has developed its approach to merchandising and marketing
by considering the buying patterns and perceived needs of its targeted customer.
The Company believes that most men consider a suit to be a major purchase, and,
accordingly, they generally shop for suits relatively infrequently and on an as
needed basis. The Company believes that it appeals to this type of customer by
offering a combination of service and value in Men's Wearhouse stores that may
not be consistently available at other stores selling men's tailored business
attire.

The Company also believes that the primary shopping options available to
men looking for business attire include specialty men's clothing stores,
traditional department stores, off-price retailers and manufacturer-owned and
independently-owned outlet stores.

Although specialty stores may carry higher quality and more expensive
designer and brand name suits, sport coats and slacks than Men's Wearhouse, the
breadth of selection may be limited. These stores usually offer the customer a
high degree of personal service. However, the merchandise at specialty stores
tends to be more expensive. In addition, these stores often lack the buying
power enjoyed by apparel chains that purchase in volume, and tailoring costs are
generally included in the price of each garment irrespective of the amount of
tailoring needed.

Department stores can offer greater breadth of selection and may offer
lower prices at certain times than specialty men's clothing stores. However, the
Company considers department stores to be less focused than the Company because
their men's departments often allocate relatively less selling space and sales
personnel to tailored business attire. In addition, menswear departments in
department stores tend to be highly promotional, and prices on a particular
piece of clothing can vary greatly throughout a selling season. Department
stores may have centralized tailoring facilities that are not located in the
store, which tends to delay the tailoring process and the ultimate delivery of
product to the customer.

Many off-price retailers and outlet stores offer low prices, but the
quality and depth of their menswear selection may be inconsistent. As with
department stores, there may be less focus on men's business attire since some
off-price retailers may also carry women's and children's merchandise and
certain outlet stores also carry sportswear. Customer service in these stores is
viewed by the Company as limited, with patrons often being required to help
themselves in locating the desired style, color and size, and in some instances
return policies are inflexible.

Men's Wearhouse has always attempted to distinguish itself by providing
what it believes to be the best features of each competing alternative.

BUSINESS STRATEGY

The Company, through Men's Wearhouse, seeks to be the premier off-price
specialty retailer of men's tailored business attire, catering to value-seeking
customers by offering a broad selection of quality apparel at everyday low
prices and by providing superior customer service in the Men's Wearhouse stores.
Management believes that the Company's growth is the result of its ability to
distinguish itself from its competitors and that its distinguishing features
include merchandise selection, customer service, expansion strategy and
corporate culture.

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Merchandising. The Company strives to associate Men's Wearhouse with
consistent product availability and value. Accordingly, in each Men's Wearhouse
store, the Company offers a broad selection of designer, brand name and private
label clothing, including a consistent stock of core items (such as navy
blazers, tuxedos and basic suits). Men's Wearhouse stores consistently provide
recognizable, quality merchandise at prices, in the case of suits, ranging
generally from $199 to $599. The Company does not purchase significant
quantities of merchandise overruns or closeouts.

Customer Service. In Men's Wearhouse stores, the Company attempts to
provide a level of service that is superior in its industry and differentiates
Men's Wearhouse from its competition. A "do whatever it takes" attitude toward
customer service is encouraged throughout the Company, with multiple programs
designed to provide customer convenience, promote customer satisfaction and
loyalty and increase the likelihood of current and future sales.

Expansion Strategy. The Company's expansion strategy is to continue to open
traditional stores in new and existing markets and to increase net sales and
profitability of existing markets. The Company anticipates that the addition of
new traditional stores will be a significant part of its future expansion. The
Company also anticipates further expansion in the more price sensitive market
through its VPC division. The Company may also seek to expand through
acquisition opportunities that may arise out of the continued consolidation of
the men's tailored clothing industry. See "Acquisition of Moores", "-- VPC
Operations" and "-- Expansion Strategy".

Company Culture. The Company recognizes that even the best strategies can
be unsuccessful if implemented without the employees' commitment. The Company
takes great pride in its corporate culture and believes its culture has promoted
a heightened sense of employee commitment and loyalty to the Company's long-term
goal of continued profitable growth.

MERCHANDISING

Men's Wearhouse stores offer a broad selection of designer, brand name and
private label men's business attire, including a consistent stock of core items
(such as navy blazers, tuxedos and basic suits) and considers its merchandise
conservative. Although basic styles are emphasized, each season's merchandise
does reflect current fabric and color trends, and a small percentage of
inventory, accessories in particular, is usually more fashion oriented. The
broad merchandise selection creates increased sales opportunities by permitting
a customer to purchase substantially all of his tailored wardrobe and accessory
requirements, including shoes, at a Men's Wearhouse store. Within its tailored
clothing, Men's Wearhouse offers an assortment of styles from a variety of
manufacturers and maintains a broad selection of fabrics and colors. The Company
believes that the depth of selection it offers at Men's Wearhouse provides it
with an advantage over most of its competitors.

In 1995, Men's Wearhouse expanded its inventory mix to include "business
casual" merchandise designed to meet increased demand for such product resulting
from the trend toward more relaxed dress codes in the workplace. The added
merchandise consists of tailored and non-tailored clothing that complements the
existing product mix and provides opportunity for enhanced sales without
significant inventory risk. The expanded inventory includes, among other things,
more sports coats, casual slacks, knits and woven sports shirts, sweaters and
casual shoes.

The Company believes its Men's Wearhouse stores differ from most other
off-price retailers in that the Company does not purchase significant quantities
of merchandise overruns or close-outs. Men's Wearhouse stores provide
recognizable quality merchandise at consistent prices that assist the customer
in identifying the value available at Men's Wearhouse. The Company believes that
the merchandise at the Men's Wearhouse stores is generally offered 20% to 30%
below traditional department and specialty store regular prices. Men's Wearhouse
affixes a ticket to each item, which displays the Men's Wearhouse selling price
alongside the price the Company regards as the regular retail price of the item.
At the check-out counter, the customer's receipt reflects the savings from what
the Company considers the regular retail price.

By targeting men's tailored business attire, a category of men's clothing
characterized by infrequent and more predictable fashion changes, the Company
believes it is not as exposed to trends typical of more fashion-

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forward apparel retailers. This allows Men's Wearhouse stores to carry basic
merchandise over to the following season and reduces the need for markdowns; for
example, a navy blazer or gray business suit may be carried over to the next
season. Men's Wearhouse has a once-a-year sale after Christmas and runs through
the month of January, during which prices on many items are reduced 20% to 50%
off the everyday low prices. This sale reduces stock at year-end and prepares
for the arrival of the new season's merchandise.

During 1995, 1996 and 1997, 74%, 72% and 71%, respectively, of the
Company's net sales were attributable to tailored clothing (suits, sport coats
and slacks), and 26%, 28% and 29%, respectively, were attributable to casual
attire, sportswear, shoes, shirts, ties, outerwear and other accessories.

In addition to accepting cash, checks or nationally recognized credit
cards, beginning on October 27, 1998 the Company started offering its own
private label credit card to customers. The private label credit card offers the
customer a discount based on sales volume -- for every $500 purchased on the
credit card during a specified period, the customer receives a gift certificate
for $50 that is valid for six months. The Company has contracted with a
third-party vendor to provide all necessary servicing, processing, and to assume
all credit risks associated with its private label credit card program. The
Company believes that the private label credit card provides the Company with an
important tool for targeted marketing and presents an excellent opportunity to
communicate with its customers via monthly statements and possibly over time to
increase the average dollar amount per transaction and the frequency of shopping
visits.

CUSTOMER SERVICE AND MARKETING

Men's Wearhouse sales personnel are trained as clothing consultants to
provide customers with assistance and advice on their apparel needs, including
product style, color coordination, fabric and garment fit. Clothing consultants
attend an intensive training program at the Company's training facility in
Fremont, California, which is further supplemented with weekly store meetings,
periodic merchandise meetings, and frequent interaction with multi-unit managers
and merchandise managers.

Men's Wearhouse encourages its clothing consultants to be friendly and
knowledgeable and to promptly greet each customer entering the store. The
consultants are encouraged to offer guidance to the customer at each stage of
the decision-making process, making every effort to earn the customer's
confidence and to create a professional relationship that will continue beyond
the initial visit. Clothing consultants are also encouraged to contact customers
after the purchase or pick-up of tailored clothing to determine whether
customers are satisfied with their purchases and, if necessary, to take
corrective action. Store personnel have full authority to respond to customer
complaints and reasonable requests, including the approval of returns,
exchanges, refunds, re-alterations and other special requests, all of which the
Company believes helps promote customer satisfaction and loyalty.

Each Men's Wearhouse store provides on-site tailoring services to
facilitate timely alterations at a reasonable cost to customers. Tailored
clothing purchased at a Men's Wearhouse store will be pressed and re-altered (if
the alterations were performed at a Men's Wearhouse store) free of charge for
the life of the garment.

Because management believes that men prefer direct and easy store access,
the Company attempts to locate Men's Wearhouse stores in neighborhood strip and
specialty retail centers or in free standing buildings to enable customers to
park near the entrance of the store.

The Company's annual advertising expenditures, which were $27.4 million,
$31.0 million and $38.0 million in 1995, 1996 and 1997, respectively, are
significant. However, the Company believes that once it attracts prospective
customers, the experience of shopping in its stores will be the primary factor
encouraging subsequent visits. Men's Wearhouse advertises principally on
television and radio, which it considers the most effective means of attracting
and reaching potential customers, and its advertising campaign is designed to
reinforce its image of providing value and customer service. "I guarantee it" is
a long standing phrase associated with Men's Wearhouse and its advertising
campaign. In the advertisements, the Company's Chief Executive Officer and
co-founder guarantees customer satisfaction with the apparel purchased, the
quality of tailoring and the total shopping experience.

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VPC OPERATIONS

The Company launched VPC in late 1996 to address the market for a more
price sensitive customer. The Company believes that VPC's more basic,
value-oriented approach appeals to certain customers in the men's tailored
clothing market. VPC offers a selection of brand names and private label
merchandise that the Company believes is typically 30% to 50% below the regular
retail prices of traditional department store and specialty store prices. The
prices of suits generally range from $99 to $199.

VPC operates stores under the names "C&R", "SuitMax" and "Suit Warehouse".
At January 30, 1999, the Company operated 20 VPC stores in five states, which
consist of 12 SuitMax stores, four Suit Warehouse stores and four C&R stores.

The Company has begun a process to integrate and develop the VPC operations
into a similar format and focus. This process will include a move toward a
common average store size, ranging from 10,000 to 15,000 square feet and hours
of operation from Friday through Sunday only in most markets. To build brand
awareness with customers, these stores will be operated under the name SuitMax.

To achieve this similar format, the Company has closed most of the existing
C&R stores, and it is anticipated that by the end of the first quarter of 1999
all C&R locations will be closed. In some cases, Men's Wearhouse stores are
being relocated to C&R locations. Management expects that estimated closing
costs related to the closure of the remaining C&R stores will not have a
material effect on its operations. The four Suit Warehouse stores will continue
to operate in Detroit, Michigan. The main focus of the VPC operations will be
the SuitMax stores. In addition to the 12 SuitMax stores in operation at the end
of 1998, the Company plans to add approximately 5 to 10 new SuitMax stores in
1999 and to continue the expansion of the SuitMax stores in subsequent years.
The Company expects that it will experience lesser operating margins from VPC as
it makes substantial advertising expenditures to gain market identity and
rationalizes acquired assets to meet the new SuitMax format.

PURCHASING AND DISTRIBUTION

The Company purchases merchandise from approximately 200 vendors. In 1997,
one vendor accounted for 10% of purchases in 1997; however, management does not
believe that the loss of such vendor or any other vendor would significantly
impact the Company. While the Company has no material long-term contracts with
its vendors, the Company believes that it has developed an excellent
relationship with its vendors, which is supported by consistent purchasing
practices.

The Company believes it obtains favorable buying opportunities relative to
many of its competitors. The Company does not request cooperative advertising
support from manufacturers, which reduces the manufacturers' costs of doing
business and enables them to offer lower prices to the Company. Further, the
Company believes it obtains better discounts by entering into purchase
arrangements that provide for limited return policies, although the Company
always retains the right to return goods that are damaged upon receipt or
determined to be improperly manufactured. Finally, volume purchasing of
specifically planned quantities purchased well in advance of the season enables
more efficient production runs by manufacturers, who, in turn, are provided the
opportunity to pass some of the cost savings back to the Company.

During 1993, the Company expanded its inventory sourcing capabilities by
implementing a direct sourcing program. Under this program, the Company
purchases fabric from mills and contracts with certain factories for the
assembly of the end product (suits, sport coats or slacks). Such arrangements
for fabric and assembly have been with both domestic and foreign mills and
factories. Previous purchases from such mills and factories had been through
other suppliers. Product acquired during 1995, 1996 and 1997 through the direct
sourcing program represented approximately 20%, 28% and 31%, respectively, of
total inventory purchases, and the Company expects that purchases through such
program will represent approximately 35% of total purchases in 1998.

To protect against currency exchange risks associated with certain firmly
committed and certain other probable, but not firmly committed, inventory
transactions denominated in a foreign currency, the Company

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enters into forward exchange contracts. In addition, many of the purchases from
foreign vendors are financed by letters of credit.

In 1995, the Company entered into license agreements with a limited number
of parties under which the Company is entitled to use designer labels, such as
"Vito Rufolo", and nationally recognized brand labels such as "Botany" and
"Botany 500", in return for royalties paid to the licensor based on the costs of
the relevant product. These license agreements generally limit the use of the
individual label to products of a specific nature (such as men's suits, men's
formal wear or men's shirts). The labels licensed under these agreements will
continue to be used in connection with a portion of the purchases under the
direct sourcing program described above, as well as purchases from other
vendors. The Company monitors the performance of these licensed labels compared
to their cost and may elect to selectively terminate any license. During 1996,
the Company purchased several trademarks, including "Cricketeer", "Joseph &
Feiss International", "Baracuta" and "Country Britches", which will be used
similarly to the Company's licensed labels. Because of the continued
consolidation in the men's tailored clothing industry, the Company may be
presented with opportunities to acquire or license other designer or nationally
recognized brand labels.

All merchandise is received into the Company's central warehouses located
in Houston, Texas. Once received, merchandise is arranged by size. The computer
generates bar-coded garment tags and labels and recommends distribution of the
merchandise on the basis of each store's past performance with similar
merchandise and existing inventory levels. This distribution is reviewed by a
member of the merchandise staff and any necessary changes are made. Merchandise
for a store is picked and then moved to the appropriate staging area for
shipping. In addition to the central distribution centers in Houston, the
Company has additional space within certain Men's Wearhouse stores in the
majority of its markets which functions as redistribution facilities for their
respective areas.

The Company leases and operates 35 long-haul tractors and 55 trailers,
which, together with common carriers, ship merchandise from the vendors to the
Company's distribution facilities and from the distribution facilities to
centrally located stores within each market. The Company also leases or owns 73
smaller van-like trucks, which are used to ship merchandise locally or within a
given geographic region.

EXPANSION STRATEGY

The Company has experienced significant growth in recent years both from
new store openings and increased sales in existing stores. The Company opened
its first store in Houston, Texas in 1973 and, as of January 30, 1999, operated
431 stores in 40 states and the District of Columbia, including 20 VPC stores.
Net sales have increased from $240.4 million in 1993 to $767.9 million in 1998,
a compound annual growth rate of approximately 26%. Net earnings increased from
$8.7 million in 1993 to $28.9 million in 1997, a compound annual growth rate of
35%.

A significant part of the Company's future growth is expected to come from
opening additional traditional stores in new and existing markets and increasing
its productivity and profitability in its existing markets. Because the Company
initially attracts customers within new markets through television advertising,
the Company classifies a market as new when it is within a new television
market. During 1996 and 1997, the Company opened 50 new stores in each year, and
entered 10 and 14 new markets, respectively. The Company opened 43 new Men's
Wearhouse stores and four new SuitMax stores in 1998. In addition, the Company
plans to open an additional 40 to 45 Men's Wearhouse stores and 5 to 10 new
SuitMax stores in 1999, to remodel and relocate existing stores and to continue
expansion in subsequent years. Expansion within existing markets enables the
Company to achieve additional economies of scale primarily with regard to
advertising, and is generally continued within a given market as long as
management believes such market will provide profitable incremental sales
volume. The Company believes that its ability to increase the number of
traditional stores in the United States above 500 will be limited. However, the
Company believes that additional growth opportunities exist through selectively
expanding existing stores, improving and diversifying the merchandise mix,
relocating stores and expanding its VPC operations.

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The Company enters a new market after management has reviewed the
competition, decided that the Company has a reasonable opportunity to establish
a market presence and determined that acceptable store locations will be
available. In selecting a new market, the Company typically analyzes such
criteria as the average household income as well as average household clothing
expenditures.

Depending upon the market, the Company may enter new markets by opening
several stores at the same time, thereby leveraging certain operating expenses.
In addition, the Company's advertising, which publicizes the Men's Wearhouse
name, merchandise and customer services, benefits multiple stores in the same
market. Historically, new multi-store markets have been profitable in the year
of entry (before any allocation of corporate overhead, advertising or
depreciation) and have experienced sales growth and increased profitability in
the first full year of operation.

In addition to its traditional means of opening new stores, the Company has
acquired a limited number of local menswear retailers in both new and existing
markets. The Company believes that the men's tailored clothing industry is
experiencing a consolidation as a result of the historical decline in sales of
men's tailored clothing. The Company also believes this consolidation presents
opportunities for the Company to increase its market share as financially weaker
retailers cease operations or consolidate. The Company has been and expects to
continue to be presented with opportunities in its industry, including, but not
limited to, increased direct sourcing of merchandise, acquisitions of menswear
retailers and the acquisition or licensing of national brands or designer
labels.

Since 1992, the Company has closed 22 stores, including 16 stores in the
nine months ended October 31, 1998, and expects to close approximately five
stores in 1999. Thirteen of the stores closed in 1998 and four of the stores
expected to be closed in 1999 are C&R stores that were or will be closed in
connection with the Company's process of integrating and developing the VPC
operations. See "-- VPC Operations". In general, in determining whether to close
a store, the Company considers such store's historical and projected performance
and the continued desirability of the store's location. Store performance is
continually monitored and, occasionally, as neighborhoods and shopping areas
change, management may determine that it is in the best interest of the Company
to close or relocate a store.

There can be no assurance that the Company will be able to accomplish its
planned expansion program or that new stores will be profitable. The Company's
ability to continue to expand will be dependent, among other things, upon
general economic and business conditions affecting consumer spending, the
availability of desirable locations and financing and the negotiation of
acceptable lease terms for new locations.

COMPANY CULTURE

The stated mission of Men's Wearhouse is "to maximize sales, provide value
to our customers and deliver top quality customer service while still having fun
and maintaining our values. These values include nurturing creativity, growing
together, admitting to our mistakes, promoting a happy and healthy lifestyle,
enhancing a sense of community and striving toward becoming self actualized
people."

The Company believes that its employees are stakeholders in the Company and
that the employment experience provided should result in a quality relationship
with the Company. The Company's goal has been to create and maintain an
environment where each person can enhance personal skills and enjoy the time
spent on the job, thereby increasing his or her productivity. The Company
attempts to provide educational and training benefits to employees and strives
to treat all employees with respect. The Company believes that this commitment
to employees results in loyalty to the Company and a shared participation in the
Company's goals and values.

The Company is committed to its customers, works to constantly improve its
customer relations and seeks to provide outstanding customer service. To further
this commitment, management stands behind the employees' judgment in their
efforts to satisfy their customers. Men's Wearhouse encourages customers to
communicate their feelings regarding their experience at Men's Wearhouse stores
and provides a toll free telephone number for such purpose. Messages are
received directly by the Company's Chief Executive Officer and the Chief
Executive Officer or a designated member of the Company provides a prompt
response.

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The Company has had long-term relationships with many of its suppliers.
Since its inception, the Company has attempted to deal honestly with its vendors
and believes it has established a reputation for honoring its covenants and
promises to vendors.

Every Men's Wearhouse store is located within a community and the Company
recognizes that it relies on the support of that community for its success.
Therefore, the Company has developed a sense of commitment to the communities in
which it does business. Whether it participates in civic organizations, supports
community charitable organizations or lends a hand in an emergency, the Company
tries to involve itself and its employees in selected projects that provide
social benefits to the communities in which it does business.

The Company's commitment to operate a growing, profitable and socially
responsible company is a commitment of which its shareholders can be proud. The
Company seeks to adhere to its culture, not only as a means for achieving
economic success, but because adherence is a worthwhile goal in and of itself.

EMPLOYEE TRAINING AND BENEFITS

The Company believes that knowledgeable and loyal employees are critical to
maintaining the level of customer service and employee integrity that the
Company has enjoyed. To further these beliefs, management has established
programs that are intended to motivate its employees.

The Company has several programs designed to train and educate its
employees in areas of customer service and product knowledge. Men's Wearhouse
clothing consultants are brought into the Company's California headquarters to
attend an orientation and training course at Suits University. Over several
days, these employees are instructed in the general corporate culture,
operational procedures and product knowledge. The Company believes that,
although this program has increased training costs each year, the Company
benefits from the increasing productivity of its clothing consultants through
increased sales of multiple units of suits, sport coats and slacks.

After graduation from Suits University, formal training continues in the
stores through video training, interaction with multi-unit management personnel,
merchandise personnel and field operations trainers. All field management
personnel are brought into regular contact with senior corporate staff at
semi-annual retreats. These retreats last from one to four days, are held in
environments conducive to training and building employee camaraderie and are
each focused on improving the educational program or achieving a corporate goal.

The Company believes it has designed incentive programs that support the
Company culture and believes that the employee benefits offered by the Company
are attractive relative to the benefits offered by others in the retail
industry. In addition to medical and dental insurance plans, employees may
participate in a diversified 401(k) plan and a medical and childcare spending
plan. Since the retail environment generally requires long working hours, the
Company attempts to promote a sense of family participation and involvement in
the Company among its employees.

The Company attempts to increase the longevity of employment of its
employees, which it believes contributes to the building of relationships with
its customers and repeat sales. With the exception of certain financial,
accounting and information technology personnel, the majority of upper and
middle management started their careers on the sales floor. The Company strongly
believes in promoting from within, which, given its emphasis on service, the
Company believes ultimately provides a benefit to the customers. Generally,
management personnel with several years of tenure have a better understanding of
the corporate culture and values of the Company and, therefore, are more likely
to provide new employees with consistent messages of corporate philosophy. As
the Company expands into new markets, it intends, where possible, to utilize its
existing management personnel.

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THE MEN'S WEARHOUSE STORES

As of January 30, 1999, the Company operated 431 stores in 40 states and
the District of Columbia. The following table sets forth the location, by state,
of these Company stores:

[Download Table]

MEN'S
WEARHOUSE VPC
--------- ---

California.................................................. 82 6
Texas....................................................... 42 7
Florida..................................................... 26 --
Illinois.................................................... 20 --
Michigan.................................................... 18 4
Ohio........................................................ 15 --
Pennsylvania................................................ 14 --
New York.................................................... 13 --
Virginia.................................................... 13 --
Washington.................................................. 13 --
North Carolina.............................................. 12 --
Georgia..................................................... 11 2
Colorado.................................................... 10 --
Maryland.................................................... 10 --
Massachusetts............................................... 9 --
Minnesota................................................... 9 --
Arizona..................................................... 8 --
Indiana..................................................... 8 --
Missouri.................................................... 7 --
Tennessee................................................... 7 --
Connecticut................................................. 6 --
New Jersey.................................................. 6 --
Oregon...................................................... 6 --
Wisconsin................................................... 6 --
Utah........................................................ 5 --
Louisiana................................................... 4 1
Nevada...................................................... 4 --
South Carolina.............................................. 4 --
Alabama..................................................... 3 --
Kentucky.................................................... 3 --
New Hampshire............................................... 3 --
Oklahoma.................................................... 3 --
Kansas...................................................... 2 --
Nebraska.................................................... 2 --
Delaware.................................................... 1 --
District of Columbia........................................ 1 --
Idaho....................................................... 1 --
Iowa........................................................ 1 --
Mississippi................................................. 1 --
New Mexico.................................................. 1 --
Rhode Island................................................ 1 --

Men's Wearhouse stores vary in size from approximately 2,800 to 10,800
total square feet (average square footage at January 30, 1999 was 4,901 square
feet). Men's Wearhouse stores are primarily located in middle and upper middle
income neighborhood strip and specialty retail shopping centers. The Company
believes its customers generally prefer to limit the amount of time they spend
shopping for men's tailored clothing and seek easily accessible store sites.

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Men's Wearhouse stores are designed to further the Company's strategy of
facilitating sales while making the shopping experience pleasurable. Men's
Wearhouse attempts to create a specialty store atmosphere through effective
merchandise presentation and sizing, attractive in-store signs and efficient
check-out procedures. Most of the traditional stores have similar floor plans
and merchandise presentation to facilitate the shopping experience and sales
process. Designer, brand name and private label garments are intermixed, and
emphasis is placed on the fit of the garment rather than on a particular label
or manufacturer. Each store is staffed with clothing consultants and sales
associates and has a tailoring facility with at least one tailor.

The SuitMax and Suit Warehouse stores vary in size from approximately 5,400
to 30,700 total square feet (average square footage at January 30, 1999 was
14,300 square feet).

MANAGEMENT INFORMATION AND TELECOMMUNICATION SYSTEMS

The Company has aggressively pursued the implementation of technology which
provides the opportunity for competitive advantage and which leverages human
resources. By implementing a sophisticated management information system, and by
integrating it with a highly functional telecommunication system, the Company
has effectively managed the operation of its business and its inventory while
experiencing substantial growth.

The Company's inventory control systems, including purchase order
management, automatic replenishment of basic items, and real-time point of sale,
have contributed to enhanced performance and profitability and to achieving
inventory shrinkage rates that are consistently below industry averages. The use
of Electronic Data Interchange with several suppliers combined with the use of
data warehousing and decision support technologies have substantially leveraged
the efforts of the merchandising team, allowing them to reallocate time from
simple and repetitive tasks to those requiring more analytical skills.

The Company's voice mail system has not only enhanced internal
communication capabilities, it also has provided an actively used channel for
improving customer service and it has contributed to the Company's advertising
efforts, giving the Company access to unsolicited customer testimonials.

Due to the dramatic changes in state of the art information technology,
both in general and with regard to the retail industry, in mid-1997, the Company
commenced an enterprise-wide project to upgrade its information technology by
acquiring products that are generally available and field tested and are
designed to increase the efficiency and the future productivity of its
operations. The Company has benefited significantly from investment in
technology in the past, and it is anticipated that these modifications will
further increase the benefit that the Company derives from technology, both in
the near term and in the future. In completing these modifications, the Company
expects to achieve Year 2000 date conversion compliance. Capital expenditures
related to the project are anticipated to be between approximately $12.0 million
and $20.0 million. The amount of expenditures related specifically to Year 2000
date conversion compliance are not separable from this amount. The Company
expects that all of its business systems will be Year 2000 compliant by
mid-1999. The Company does not anticipate that the cost will have a material
effect on the Company's consolidated financial position or results of operations
in any given year. However, no assurances can be given that the Company will be
able to completely identify or address all Year 2000 compliance issues, or that
third parties with whom the Company does business will not experience system
failures as a result of the Year 2000 issue, nor can the Company fully predict
the consequences of noncompliance.

The Company employs technology in several other areas of its operations and
intends to continue its pursuit of technologies that will favorably impact
performance and/or the delivery of customer service.

As part of its assessment of the Year 2000 issue, the Company has completed
an inventory of its hardware and software systems, including the embedded
systems in the Company's buildings, property and equipment. The Company is
presently in the process of implementing converted and replacement systems for
all of its non-compliant hardware and software systems to ensure that the
operation of such systems will not be materially adversely affected by the Year
2000 date change. The Company estimates that its efforts to make all internal
systems Year 2000 compliant are approximately 70% complete.

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To date, the Company has made expenditures of approximately $500,000
related to its telephone and security systems specifically to address the Year
2000 issue. The Company does not anticipate that it will incur any additional
material expenditures beyond those associated with the updating and upgrading of
the information systems discussed above to address the Year 2000 issue.

In many cases the Company has received written responses from its vendors
and suppliers confirming that the vendor or supplier is Year 2000 compliant. The
Company will continue to monitor those vendors and suppliers, as well as those
that have not provided written assurance.

Assuming no general failure of utilities to provide basic services over
large geographic areas or of the banking systems generally to conduct business
substantially as usual, or of the credit card systems to confirm credit
generally, the Company believes that at the store level, the worst case scenario
for the Company would require the processing of credit approval by telephone and
the ordering and allocation of inventory by telephone. While each of these
scenarios would increase the cost of doing business and may result in the loss
of some sales, the Company does not believe that either of these situations
would have a material adverse effect on the Company's results of operations.

If the Company is unable to purchase or receive inventory, or is unable to
arrange for the manufacture of piece goods acquired by the Company into tailored
clothing, such failure, depending on how extensive, could have a material
adverse effect on the operations of the Company. However, no vendor or supplier
accounts for more than 10% of the inventory purchased by the Company and in most
cases alternative suppliers are available.

The Company does anticipate that it will increase its inventory for
approximately one month prior to the Year 2000 to insure that it has adequate
inventory to cover possible disruptions associated with the Year 2000 date
change.

The Company has not developed a contingency plan at present. However, the
Company will adopt such a plan, if necessary, in mid-1999 to address any
unresolved issues or risks that may exist at that time.

The statements included in this section are intended to be and are
designated "Year 2000 Readiness Disclosure" statements within the meaning of the
Year 2000 Information and Readiness Disclosure Act.

COMPETITION

The Company believes that the unit demand for men's tailored clothing has
declined. The Company's primary competitors include specialty men's clothing
stores, traditional department stores, off-price retailers and
manufacturer-owned and independently-owned outlet stores. Over the past several
years market conditions have resulted in consolidation of the industry. The
Company believes that the principal competitive factors in the men's tailored
clothing market are merchandise assortment, quality, price, garment fit,
merchandise presentation, store location and customer service. The Company
attempts to distinguish itself from its competitors by providing what it
believes are the best features of each competing shopping alternative.

The Company believes that strong vendor relationships, its direct sourcing
program and the buying power of the Company are the principal factors enabling
it to obtain quality merchandise at attractive prices. The Company believes that
its vendors rely on the Company's predictable payment record and on the
Company's history of honoring all promises, including the Company's promise not
to advertise names of labeled and unlabeled designer merchandise, when
requested. Certain of the Company's competitors (principally department stores)
are larger and have substantially greater financial, marketing and other
resources than the Company and there can be no assurance that the Company will
be able to compete successfully with them in the future.

SEASONALITY

Like most retailers, the Company's business is subject to seasonal
fluctuations. Historically, over 30% of the Company's net sales and
approximately 50% of its net earnings have been generated during the fourth

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quarter of each year. Because of the seasonality of the Company's business,
results for any quarter are not necessarily indicative of the results that may
be achieved for the full year.

TRADEMARKS AND SERVICE MARKS

The Company is the owner in the United States of the trademark and service
mark, "The Men's Wearhouse(R)", and of federal registrations therefor expiring
in 2009 and 2002, respectively, subject to renewal. The Company has also been
granted registrations for that trademark and service mark in 36 states
(including Texas and California) of the 40 states, plus the District of
Columbia, in which it does business and has used those marks. Applications for
the most recent states entered are in process. The Company's rights in the "The
Men's Wearhouse" mark are a significant part of the Company's business, as the
mark has become well known through the Company's television and radio
advertising campaigns. Accordingly, the Company intends to maintain its mark and
the related registrations.

The Company is also the owner in the United States of the service marks
"C&R", "C&R Clothiers", "Walter Pye's", "NAL", "Suit Warehouse" and "SuitMax".
Such marks are used to identify the retail store services of and are the
tradenames utilized by the retail clothing stores operated by VPC.

In addition to The Men's Wearhouse, C&R Clothiers and NAL
trademarks/service marks, the Company owns or licenses numerous other trademarks
and service marks used in the business, principally in connection with
advertising and the labeling of product purchased through the direct sourcing
program.

LEGAL PROCEEDINGS

The Company is involved in various routine legal proceedings, including
ongoing litigation, incidental to the conduct of its business. Management
believes that none of these matters will have a material adverse effect on the
financial condition or results of operations of the Company.

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DESCRIPTION OF CAPITAL STOCK

The authorized capital stock of the Company consists of 50,000,000 shares
of common stock, par value $.01 per share, and 2,000,000 shares of preferred
stock, par value $.01 per share (the "Preferred Stock"). At February 1, 1999,
34,860,978 shares of common stock were outstanding and held by approximately
1,100 holders of record and no shares of Preferred Stock were outstanding. A
total of 3,567,707 shares of common stock are reserved for future issuance of
which (i) 662,166 shares are reserved for issuance upon the exercise of options
granted under the Company's 1992 Stock Option Plan, (ii) 1,103,379 shares are
reserved for issuance upon the exercise of options granted under the Company's
1996 Stock Option Plan, (iii) 749,250 shares are reserved for issuance upon the
exercise of options granted under the Company's 1998 Key Employee Stock Option
Plan, (iv) 928,412 shares are reserved for issuance upon the exercise of options
granted under the Company's Employee Stock Discount Plan, (v) 67,500 shares are
reserved for issuance upon the exercise of options granted under the Company's
Non-Employee Director Stock Option Plan and (vi) 57,000 shares are reserved for
issuance upon the exercise of options granted under miscellaneous employee stock
option agreements. In connection with the consummation of the Moores
acquisition, one share of Preferred Stock, to which voting rights attach for the
benefit of the holders of the Exchangeable Shares, will be issued to a voting
trustee to be designated by the Company.

COMMON STOCK

Holders of shares of Men's Wearhouse common stock are entitled to one vote
per share in the election of directors and on all other matters submitted to a
vote of shareholders. Such holders do not have the right to cumulate their votes
in the election of directors. Holders of Men's Wearhouse common stock have no
redemption or conversion rights and no preemptive or other rights to subscribe
for securities of the Company. In the event of a liquidation, dissolution or
winding up of the Company, holders of Men's Wearhouse common stock are entitled
to share equally and ratably in all of the assets remaining, if any, after
satisfaction of all debts and liabilities of the Company, and the preferential
rights of any series of Preferred Stock then outstanding. The shares of Men's
Wearhouse common stock outstanding are fully paid and non-assessable.

Holders of Men's Wearhouse common stock have an equal and ratable right to
receive dividends, when, as and if declared by the Board of Directors out of
funds legally available therefor and only after payment of, or provision for,
full dividends on all outstanding shares of any series of Preferred Stock and
after the Company has made provision for any required sinking or purchase funds
for any series of Preferred Stock. The Company's Credit Agreement prohibits the
payment of cash dividends on the Men's Wearhouse common stock.

PREFERRED STOCK

The Preferred Stock may be issued, from time to time in one or more series,
and the Board of Directors, without further approval of the shareholders, is
authorized to fix the dividend rights and terms, redemption rights and terms,
liquidation preferences, conversion rights, voting rights and sinking fund
provisions applicable to each such series of Preferred Stock. If the Company
issues a series of Preferred Stock in the future that has voting rights or
preference over the Men's Wearhouse common stock with respect to the payment of
dividends and upon the Company's liquidation, dissolution or winding up, the
rights of the holders of the Men's Wearhouse common stock offered hereby may be
adversely affected. The issuance of shares of Preferred Stock could be utilized,
under certain circumstances, in an attempt to prevent an acquisition of the
Company. The Company has no present intention to issue any shares of Preferred
Stock other than the one share of Preferred Stock to be issued in connection
with the Moores acquisition.

Upon the consummation of the Moores acquisition, the Company will issue one
share of Preferred Stock to be designated "Series A Special Voting Preferred
Stock". The holder of this share of Series A Special Voting Preferred Stock will
be entitled to vote on all matters on which the holders of Men's Wearhouse
common stock vote and will be entitled to that number of votes as are equal to
the number of Exchangeable Shares then outstanding. In the event of a
liquidation, dissolution or winding up of the Company, the holder of the one
share of Series A Special Voting Preferred Stock will be entitled to receive
$0.01, after satisfaction of

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all debts and liabilities of the Company and the preferential rights of any
other series of Preferred Stock then outstanding. The holder of the Series A
Special Voting Preferred Stock shall have no rights as to the payment of
dividends nor shall the holder thereof be entitled to convert the Series A
Special Voting Preferred Stock into Men's Wearhouse common stock.

LIMITATION OF DIRECTOR LIABILITY

The Restated Articles of Incorporation of the Company contain a provision
that limits the liability of the Company's directors as permitted under Texas
law. The provision eliminates the liability of a director to the Company or its
shareholders for monetary damages for negligent or grossly negligent acts or
omissions in the director's capacity as a director. The provision does not
affect the liability of a director (i) for breach of his duty of loyalty to the
Company or to shareholders, (ii) for acts or omissions not in good faith or that
involve intentional misconduct or a knowing violation of law, (iii) for acts or
omissions for which the liability of a director is expressly provided by an
applicable statute, or (iv) in respect of any transaction from which a director
received an improper personal benefit. Pursuant to the Restated Articles of
Incorporation, the liability of directors will be further limited or eliminated
without action by shareholders if Texas law is amended to further limit or
eliminate the personal liability of directors.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the Men's Wearhouse common stock is
American Stock Transfer & Trust Company.

LEGAL MATTERS

Fulbright & Jaworski L.L.P., Houston, Texas has passed upon certain legal
matters with respect to the Men's Wearhouse common stock for the Company.
Michael W. Conlon, a partner in the firm of Fulbright & Jaworski L.L.P., is the
Secretary of the Company.

EXPERTS

The consolidated financial statements incorporated in this prospectus by
reference from the Company's Annual Report on Form 10-K, as amended by Form
10-K/A, for the year ended January 31, 1998 have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their report, which is
incorporated herein by reference, and have been so incorporated in reliance upon
the report of such firm given upon their authority as experts in accounting and
auditing.

The consolidated financial statements of Moores as at January 31, 1998
included in this prospectus have been audited by Ernst & Young LLP, independent
auditors and have been so included in reliance upon their report given upon
their authority as experts in accounting and auditing.

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INDEX TO FINANCIAL STATEMENTS

[Download Table]

MOORES RETAIL GROUP INC.
Auditors' Report.......................................... F-2
Consolidated Balance Sheet................................ F-3
Consolidated Statement of Income and Comprehensive
Income................................................. F-4
Consolidated Statement of Stockholders' Equity............ F-5
Consolidated Statement of Cash Flows...................... F-6
Notes to Consolidated Financial Statements................ F-7
THE MEN'S WEARHOUSE, INC. AND SUBSIDIARIES
Pro Forma Combined Financial Statements -- Basis of
Presentation........................................... F-20
Pro Forma Combined Balance Sheet.......................... F-21
Pro Forma Combined Statements of Net Earnings:
For the Year Ended January 31, 1998.................... F-22
For the Nine Months Ended October 31, 1998............. F-23
For the Nine Months Ended November 1, 1997............. F-24
Notes to Pro Forma Combined Financial Statements.......... F-25

F-1

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AUDITORS' REPORT

To the Directors of
MOORES RETAIL GROUP INC.

We have audited the consolidated balance sheet of MOORES RETAIL GROUP INC.
as at January 31, 1998 and the consolidated statements of income and
comprehensive income, stockholders' equity and cash flows for the year then
ended. 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 audit.

We conducted our audit in accordance with auditing standards generally
accepted in Canada. Those standards require that we plan and perform an audit to
obtain reasonable assurance 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.

In our opinion, these financial statements present fairly, in all material
respects, the financial position of the Company as at January 31, 1998 and the
results of its operations and the changes in its cash flows for the year then
ended in accordance with accounting principles generally accepted in the United
States.

Montreal, Canada,
March 20, 1998 Chartered Accountants
[except note 15, which is as of November 18, 1998
and notes 6 and 8, which are as of December 30, 1998].

F-2

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MOORES RETAIL GROUP INC.
(INCORPORATED UNDER THE LAWS OF NEW BRUNSWICK, CANADA)

CONSOLIDATED BALANCE SHEET
(IN THOUSANDS OF U.S. DOLLARS)

[Enlarge/Download Table]

OCTOBER 31, JANUARY 31,
1998 1998
$ $
----------- -----------
(UNAUDITED)

ASSETS (NOTES 6 AND 8)
CURRENT
Cash........................................................ 1,696 54
Accounts receivable (note 13)............................... 719 702
Inventories (note 3)........................................ 38,482 33,184
Prepaid expenses............................................ 500 724
Deferred income taxes....................................... 1,838 1,284
------ ------
TOTAL CURRENT ASSETS........................................ 43,235 35,948
------ ------
Property, plant and equipment (note 4)...................... 10,430 9,033
Other assets (note 5)....................................... 25,109 28,044
------ ------
78,774 73,025
====== ======

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Bank indebtedness and revolving credit facility (note 6).... 7,941 3,294
Revolving credit facility due to significant stockholder
(note 6).................................................. 2,580 --
Accounts payable and accrued liabilities (notes 7, 11 and
13)....................................................... 14,123 10,963
Income taxes payable........................................ 660 1,532
Current portion of long-term debt (note 8).................. 2,552 2,319
Current portion of long-term debt payable to significant
stockholders (note 8)..................................... 851 1,050
------ ------
TOTAL CURRENT LIABILITIES................................... 28,707 19,158
------ ------
Deferred income taxes....................................... 264 280
Long-term debt (note 8)..................................... 14,341 17,261
Long-term debt payable to significant stockholders (note
8)........................................................ 30,331 32,834
------ ------
73,643 69,533
------ ------
STOCKHOLDERS' EQUITY
Capital stock (note 9)
Preferred shares, no par value, issuable in series,
unlimited shares authorized,
none issued............................................. -- --
Common shares, no par value, unlimited shares authorized,
30,000 shares issued and outstanding.................... 732 732
Class B common shares, no par value, 70,000 shares
authorized, issued and outstanding...................... 976 976
Class C common shares, no par value, 122,222 shares
authorized, 100,000 shares issued and outstanding....... -- --
Class D common shares, no par value, 135,000 shares
authorized, issued and outstanding...................... -- --
Class E common shares, no par value, 66,000 shares
authorized, none issued................................. -- --
Class F common shares, no par value, 6,698 shares
authorized, none issued................................. -- --
Retained earnings........................................... 3,786 1,972
Accumulated comprehensive loss.............................. (363) (188)
------ ------
TOTAL STOCKHOLDERS' EQUITY.................................. 5,131 3,492
------ ------
78,774 73,025
====== ======

Commitments and contingencies (note 11)

See accompanying notes

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MOORES RETAIL GROUP INC.

CONSOLIDATED STATEMENT OF INCOME
AND COMPREHENSIVE INCOME
(IN THOUSANDS OF U.S. DOLLARS)

[Enlarge/Download Table]

NINE-MONTH NINE-MONTH YEAR
PERIOD ENDED PERIOD ENDED ENDED
OCTOBER 31, OCTOBER 31, JANUARY 31,
1998 1997 1998
$ $ $
------------ ------------ -----------
(UNAUDITED) (UNAUDITED)

NET SALES................................................. 94,682 92,402 131,414
COST OF SALES, INCLUDING STORE OCCUPANCY COSTS............ 59,002 58,129 82,751
------ ------ -------
GROSS PROFIT.............................................. 35,680 34,273 48,663
------ ------ -------
Selling, general and administrative expenses (note 9)..... 25,863 24,184 33,775
------ ------ -------
INCOME BEFORE THE UNDERNOTED ITEMS........................ 9,817 10,089 14,888
------ ------ -------
Transaction costs (note 14)............................... -- -- 1,521
Interest (note 12)........................................ 5,310 5,478 7,234
------ ------ -------
INCOME BEFORE INCOME TAXES................................ 4,507 4,611 6,133
Provision for income taxes (note 10)...................... 2,693 2,550 4,065
------ ------ -------
NET INCOME FOR THE PERIOD................................. 1,814 2,061 2,068
Foreign currency translation adjustment................... (175) (121) (212)
------ ------ -------
COMPREHENSIVE INCOME...................................... 1,639 1,940 1,856
====== ====== =======

Related party transactions (note 12)

See accompanying notes

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MOORES RETAIL GROUP INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(IN THOUSANDS OF U.S. DOLLARS)

FOR THE NINE-MONTH PERIOD ENDED OCTOBER 31, 1998
(UNAUDITED)

[Enlarge/Download Table]

CLASS B CLASS C
COMMON SHARES COMMON SHARES COMMON SHARES ACCUMULATED
--------------- --------------- ---------------- RETAINED COMPREHENSIVE
SHARES AMOUNT SHARES AMOUNT SHARES AMOUNT EARNINGS LOSS TOTAL
# $ # $ # $ $ $ $
------ ------ ------ ------ ------- ------ -------- ------------- -----

BALANCE AT JANUARY 31,
1998..................... 30,000 732 70,000 976 100,000 -- 1,972 (188) 3,492
Net income................. -- -- -- -- -- -- 1,814 -- 1,814
Foreign currency
translation adjustment... -- -- -- -- -- -- -- (175) (175)
------ --- ------ --- ------- --- ----- ---- -----
BALANCE AT OCTOBER 31,
1998..................... 30,000 732 70,000 976 100,000 -- 3,786 (363) 5,131
====== === ====== === ======= === ===== ==== =====

FOR THE NINE-MONTH PERIOD ENDED OCTOBER 31, 1997
(UNAUDITED)

[Enlarge/Download Table]

CLASS B CLASS C
COMMON SHARES COMMON SHARES COMMON SHARES ACCUMULATED
--------------- --------------- ---------------- RETAINED COMPREHENSIVE
SHARES AMOUNT SHARES AMOUNT SHARES AMOUNT EARNINGS INCOME (LOSS) TOTAL
# $ # $ # $ $ $ $
------ ------ ------ ------ ------- ------ -------- ------------- -----

BALANCE AT JANUARY 31,
1997..................... 30,000 732 70,000 976 -- -- (96) 24 1,636
Net income................. -- -- -- -- -- -- 2,061 -- 2,061
Pro-rata distribution of
Class C common shares
(note 9)................. -- -- -- -- 100,000 -- -- -- --
Foreign currency
translation adjustment... -- -- -- -- -- -- -- (121) (121)
------ --- ------ --- ------- --- ----- ---- -----
BALANCE AT OCTOBER 31,
1997..................... 30,000 732 70,000 976 100,000 -- 1,965 (97) 3,576
====== === ====== === ======= === ===== ==== =====

FOR THE YEAR ENDED JANUARY 31, 1998

[Enlarge/Download Table]

CLASS B CLASS C
COMMON SHARES COMMON SHARES COMMON SHARES ACCUMULATED
--------------- --------------- ---------------- RETAINED COMPREHENSIVE
SHARES AMOUNT SHARES AMOUNT SHARES AMOUNT EARNINGS INCOME (LOSS) TOTAL
# $ # $ # $ $ $ $
------ ------ ------ ------ ------- ------ -------- ------------- -----

BALANCE AT JANUARY 31,
1997..................... 30,000 732 70,000 976 -- -- (96) 24 1,636
Net income................. -- -- -- -- -- -- 2,068 -- 2,068
Pro-rata distribution of
Class C common shares
(note 9)................. -- -- -- -- 100,000 -- -- -- --
Foreign currency
translation adjustment... -- -- -- -- -- -- -- (212) (212)
------ --- ------ --- ------- --- ----- ---- -----
BALANCE AT JANUARY 31,
1998..................... 30,000 732 70,000 976 100,000 -- 1,972 (188) 3,492
====== === ====== === ======= === ===== ==== =====

There were no changes in preferred shares and Class D, E and F common
shares during the nine-month periods ended October 31, 1998 and 1997 and for the
year ended January 31, 1998.

See accompanying notes

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MOORES RETAIL GROUP INC.

CONSOLIDATED STATEMENT OF CASH FLOWS
(IN THOUSANDS OF U.S. DOLLARS)

[Enlarge/Download Table]

NINE-MONTH NINE-MONTH YEAR
PERIOD ENDED PERIOD ENDED ENDED
OCTOBER 31, OCTOBER 31, JANUARY 31,
1998 1997 1998
$ $ $
------------ ------------ -----------
(UNAUDITED) (UNAUDITED)

OPERATING ACTIVITIES
Net income................................................ 1,814 2,061 2,068
Items not affecting cash
Depreciation of property, plant and equipment........... 1,628 1,633 2,252
Amortization of goodwill and deferred financing fees.... 1,535 1,639 2,166
Interest expense related to amortization of debt
discount (note 9).................................... 132 141 185
Deferred income taxes recovered......................... (680) (513) (256)
Decrease (increase) in accounts receivable................ (59) 313 (34)
Increase in inventories................................... (7,506) (4,120) (4,072)
Decrease (increase) in prepaid expenses................... 192 (436) (200)
Increase (decrease) in accounts payable and accrued
liabilities............................................. 3,954 (123) 1,034
Increase (decrease) in income taxes payable............... (821) 715 1,369
------ ------ ------
CASH PROVIDED BY OPERATING ACTIVITIES..................... 189 1,310 4,512
------ ------ ------
FINANCING ACTIVITIES
Bank indebtedness and revolving credit facility........... 7,754 (855) (4,421)
Capitalized interest on long-term debt.................... -- 2,620 3,124
Proceeds from (repayment of) long-term debt............... (2,239) 905 649
Deferred merger costs and other........................... (256) (284) (40)
------ ------ ------
CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES........... 5,259 2,386 (688)
------ ------ ------
INVESTING ACTIVITIES
Other..................................................... -- 680 674
Additions to property, plant and equipment................ (3,624) (2,261) (3,184)
------ ------ ------
CASH USED IN INVESTING ACTIVITIES......................... (3,624) (1,581) (2,510)
------ ------ ------
Effect of foreign exchange rate changes on cash........... (182) (1,685) (2,109)
------ ------ ------
INCREASE (DECREASE) IN CASH POSITION...................... 1,642 430 (795)
Cash position, beginning of period........................ 54 849 849
------ ------ ------
CASH POSITION, END OF PERIOD.............................. 1,696 1,279 54
====== ====== ======
SUPPLEMENTARY DISCLOSURE OF CASH FLOW INFORMATION:
Cash interest paid........................................ 4,592 4,240 5,747
Cash income taxes paid.................................... 4,245 2,374 3,030

See accompanying notes

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MOORES RETAIL GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN U.S. DOLLARS)

INFORMATION AS AT OCTOBER 31, 1998 AND FOR THE NINE-MONTH PERIODS ENDED
OCTOBER 31, 1998 AND 1997 IS UNAUDITED. [ALL TABULAR AMOUNTS ARE EXPRESSED IN
THOUSANDS OF U.S. DOLLARS UNLESS OTHERWISE INDICATED.]

The consolidated financial statements of the Company have been prepared by
management in accordance with accounting principles generally accepted in the
United States, including the rules and regulations adopted by the United States
Securities and Exchange Commission ["the SEC"]. The consolidated financial
statements have, in management's opinion, been properly prepared using careful
judgment within reasonable limits of materiality and within the framework of the
accounting policies summarized in note 2.

The accompanying financial statements have been prepared in connection with
the merger transaction referred to in note 15 and present the financial position
of the Company as at October 31, 1998 and January 31, 1998 and the results of
operations and changes in cash flow and stockholders' equity for the nine-month
periods ended October 31, 1998 and 1997 and for the year ended January 31, 1998.

1. DESCRIPTION OF BUSINESS

Moores Retail Group Inc. ["the Company"] is a holding company with three
wholly owned operating subsidiaries: Moores The Suit People Inc. ["Moores"],
Golden Brand Clothing (Canada) Ltd. ["Golden Brand"] and Moores The Suit People
U.S. Inc. ["Moores U.S."]. Moores U.S. commenced commercial operations during
the year ended January 31, 1998.

The Company is a Canadian specialty retailer of men's tailored clothing,
with approximately 115 retail outlets. The Company is integrated and
manufactures virtually all of its tailored clothing, which includes men's suits,
sports coats and dress pants.

The Company's merchandise also includes dress shirts, sportswear, outerwear
and accessories which are not manufactured in-house.

The Company was incorporated on December 9, 1996 under the laws of New
Brunswick, Canada as Zorro Holding Corp. By way of a resolution of the Board of
Directors dated September 26, 1997, the name of the Company was changed to
Moores Retail Group Inc.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(A) PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of the Company
and its wholly owned subsidiaries, Golden Brand, Moores and Moores U.S. In
preparing the consolidated financial statements, all intercompany balances and
transactions have been eliminated.

(B) INVENTORY VALUATION

Raw materials are valued at the lower of cost and replacement cost.
Work-in-process is valued at the lower of cost and net realizable value.

Finished goods are valued at the lower of cost and net realizable value,
using the retail inventory method for retail inventories.

The above costs are determined on an average cost basis.

Revenue is recognized at the time of sale for retail goods. Wholesale
revenues are recognized at the time of shipment.

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MOORES RETAIL GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(D) USE OF ESTIMATES

The preparation of the Company's financial statements requires management
to make estimates and assumptions that affect the reported amounts of assets,
liabilities, revenues and expenses. Actual results could differ materially from
these estimates.

(E) PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment is stated at cost less accumulated
depreciation and is depreciated over their estimated useful lives on a declining
balance basis as follows:

[Download Table]

Furniture, fixtures and computer equipment.................. 20%-30%
Machinery and equipment..................................... 20%
Rolling stock............................................... 30%

Leasehold improvements are amortized on a straight-line basis over the
terms of the leases.

(F) GOODWILL

Goodwill is amortized on a straight-line basis over its estimated useful
life of 20 years. On an ongoing basis, management reviews the valuation and
amortization of goodwill, taking into consideration any events or circumstances
which might have impaired the carrying value. The amount of goodwill impairment,
if any, is measured based on future cash flows.

(G) DEFERRED FINANCING COSTS

Deferred financing costs are amortized as interest expense, on a
straight-line basis over the term of the related long-term debt. Substantially
all of the deferred financing costs are being amortized over a five-year period.

(H) FOREIGN CURRENCY TRANSLATION

These financial statements are displayed in U.S. dollars. The functional
currency of the Company is the Canadian dollar. As such, the assets and
liabilities of the Company have been translated into U.S. dollars at the
exchange rates in effect at each balance sheet date. Stockholders' equity has
been translated into U.S. dollars at applicable historical exchange rates.
Revenues, expenses and cash flows are translated at weighted average rates of
exchange.

Gains or losses resulting from foreign currency transactions are included
in income, while those resulting from the translation of the financial
statements are included as a separate component of stockholders' equity.

The relevant foreign exchange rates, expressed as the foreign currency
equivalent of one Canadian dollar to one U.S. dollar, used in the preparation of
these financial statements are 0.6481 and 0.6870 as at October 31, 1998 and
January 31, 1998, respectively, and 0.6779, 0.7244 and 0.7182 for the nine-month
periods ended October 31, 1998 and 1997 and for the year ended January 31, 1998,
respectively.

(I) INCOME TAXES

The Company accounts for income taxes using the asset and liability
approach in accordance with Financial Accounting Standards Board ("FASB")
Statement No. 109. Under the asset and liability approach, deferred income taxes
are recognized for the tax consequences in future years of differences between
the tax bases of assets and liabilities and their financial reporting amounts
based on enacted tax laws and statutory tax rates applicable to the periods in
which the differences are expected to affect taxable income. Valuation

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MOORES RETAIL GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

allowances are established when necessary to reduce deferred tax assets to the
amount expected to be realized. Income tax expense consists of both the tax
payable for the period and the change during the period in deferred tax assets
and liabilities.

(J) ADVERTISING AND STORE OPENING COSTS

Advertising and store opening costs are expensed as incurred. Total
advertising expenses are approximately $9,004,000, $8,223,000 and $11,178,000
for the nine-month periods ended October 31, 1998 and 1997 and the year ended
January 31, 1998, respectively.

(K) STOCK OPTIONS

The Company applies Accounting Principles Board Opinion No. 25 in
accounting for stock options. Accordingly, compensation expense has been
recognized in these financial statements in connection with certain stock
options granted at less than fair market value.

(L) COMPREHENSIVE INCOME

In June 1997, the FASB issued Statement No. 130, "Reporting Comprehensive
Income", which is effective for fiscal years beginning after December 15, 1997.
FASB Statement No. 130 establishes standards for reporting and displaying
comprehensive income and its components in financial statements. This
pronouncement has been applied retroactively in these financial statements.

(M) DEFERRED MERGER COSTS

The costs incurred by the Company to October 31, 1998 related to the merger
transaction set out in note 15 have been deferred and will be recorded as an
expense in the period in which the merger transaction is consummated.

(N) RECENTLY ISSUED ACCOUNTING STANDARD

In June 1998, the FASB issued Statement No. 133, "Accounting for Derivative
Instruments and Hedging Activities", which establishes accounting and reporting
for derivative instruments, including certain derivative instruments embedded in
other contracts, and for hedging activities. The Company is required to adopt
this standard in the first quarter of the fiscal year ending January 31, 2000.
The Company is currently assessing the impact that this standard will have on
its financial position and results of operations.

3. INVENTORIES

[Enlarge/Download Table]

OCTOBER 31, JANUARY 31,
1998 1998
$ $
----------- -----------
(UNAUDITED)

Raw materials............................................... 2,219 2,226
Work-in-process............................................. 2,117 1,830
Finished goods.............................................. 4,720 9,455
Retail inventories.......................................... 29,426 19,673
------ ------
38,482 33,184
====== ======

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MOORES RETAIL GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

4. PROPERTY, PLANT AND EQUIPMENT

[Enlarge/Download Table]

ACCUMULATED NET BOOK
COST DEPRECIATION VALUE
$ $ $
------ ------------ --------

OCTOBER 31, 1998 (UNAUDITED)
Leasehold improvements...................................... 10,903 6,045 4,858
Furniture, fixtures and computer equipment.................. 7,021 3,893 3,128
Machinery and equipment..................................... 7,284 4,867 2,417
Rolling stock............................................... 133 106 27
------ ------ ------
25,341 14,911 10,430
====== ====== ======
JANUARY 31, 1998
Leasehold improvements...................................... 9,751 5,612 4,139
Furniture, fixtures and computer equipment.................. 7,114 4,184 2,930
Machinery and equipment..................................... 6,184 4,256 1,928
Rolling stock............................................... 141 105 36
------ ------ ------
23,190 14,157 9,033
====== ====== ======

5. OTHER ASSETS

[Enlarge/Download Table]

ACCUMULATED NET BOOK
COST AMORTIZATION VALUE
$ $ $
------ ------------ --------

OCTOBER 31, 1998 (UNAUDITED)
Goodwill.................................................... 24,148 2,227 21,921
Deferred financing costs and debt discount.................. 4,648 1,706 2,942
Deferred merger costs....................................... 246 -- 246
------ ----- ------
29,042 3,933 25,109
====== ===== ======
JANUARY 31, 1998
Goodwill.................................................... 25,596 1,399 24,197
Deferred financing costs and debt discount.................. 4,927 1,080 3,847
------ ----- ------
30,523 2,479 28,044
====== ===== ======

6. BANK INDEBTEDNESS AND REVOLVING CREDIT FACILITY

[Enlarge/Download Table]

OCTOBER 31, JANUARY 31,
1998 1998
$ $
----------- -----------
(UNAUDITED)

(a) Revolving credit facility............................... 10,317 3,294
(b) Bank indebtedness....................................... 204 --
------ -----
10,521 3,294
====== =====

(A) REVOLVING CREDIT FACILITY

The revolving credit facility represents funds advanced to the Company
under a portion of the credit facility referred to in note 8(a) to fund working
capital needs. This portion of the facility bears interest at the rate of either
2% above the Canadian prime rate or the Canadian banker's acceptance rate plus
3%, at the option of the Company. The Company's effective borrowing rate in
respect of this indebtedness approximated 9% at October 31, 1998.
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MOORES RETAIL GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The Canadian prime rate was 7% and 6.5% at October 31, 1998 and January 31,
1998, respectively. The Canadian banker's acceptance rate was 5.21% and 4.56% at
October 31, 1998 and January 31, 1998, respectively.

Loans to the Company under the revolving credit facility are limited to
certain percentages of accounts receivable and inventories (as defined in the
loan agreement). The maximum available credit under this portion of the facility
is Canadian $20,000,000.

As at October 31, 1998, the Company had approximately $1,842,000 remaining
undrawn against this credit facility. This amount is subject to a standby fee of
1% per annum.

The revolving credit facility is collateralized as described in note 8(a).

A portion of this indebtedness is held by a significant stockholder.

(B) BANK INDEBTEDNESS

The bank indebtedness at October 31, 1998 relates primarily to cheques in
circulation.

7. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

[Enlarge/Download Table]

OCTOBER 31, JANUARY 31,
1998 1998
$ $
------------ -----------
(UNAUDITED)

Trade accounts payable...................................... 7,784 5,315
Wages and benefits.......................................... 2,208 1,931
Other accrued liabilities and provisions.................... 4,131 3,717
------ ------
14,123 10,963
====== ======

8. LONG-TERM DEBT

[Enlarge/Download Table]

OCTOBER 31, JANUARY 31,
1998 1998
$ $
------------ -----------
(UNAUDITED)

(a) Loan payable............................................ 22,522 26,106
(b) Subordinated loan payable to significant stockholders... 22,311 23,923
(c) Notes payable to companies controlled by a significant
stockholder............................................... 3,242 3,435
------ ------
48,075 53,464
Less current portion........................................ 3,403 3,369
------ ------
44,672 50,095
====== ======

(A) LOAN PAYABLE

The loan bears interest at the rate of either 2% above the Canadian prime
rate or the Canadian banker's acceptance rate plus 3%, at the Company's option.
The Company's effective borrowing rate in respect of this indebtedness
approximated 9% at October 31, 1998.

The funds for this loan, as well as for the revolving credit facility
referred to in note 6(a), were obtained from the proceeds of a credit facility
aggregating Canadian $60,000,000. This portion of the credit facility is
repayable in varying quarterly installments up to January 31, 2002, at which
time a final installment of Canadian $16,000,000 will be due.

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MOORES RETAIL GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

A fixed and floating first charge covering substantially all of the assets
and undertakings of the Company serves to collateralize this indebtedness.

The credit facility contains numerous restrictive covenants including
limitations on the sale of assets, the payment of dividends or redemption of
stock, the repayment of the loans referred to in (b) and (c) below and the level
of permitted capital expenditures.

The credit facility also provides for certain financial covenants that must
be met on a consolidated basis [as defined in the loan agreement] including the
maintenance of specified levels of working capital, fixed charge coverage and
debt-to-earnings ratios.

As at October 31, 1998, the Company was in default in respect of the above
financial covenants. Subsequent to October 31, 1998, waivers and covenant
modifications were obtained from the lenders in question, allowing the related
debt to be classified as non-current.

A portion of this indebtedness is held by a significant stockholder.

(B) SUBORDINATED LOAN PAYABLE TO SIGNIFICANT STOCKHOLDERS

The subordinated loan, from significant stockholders, represents a Canadian
$30,000,000 credit facility advanced jointly to Golden Brand and Moores. The
loan carries a coupon interest rate of 13%. The coupon interest rate in respect
of the one-year period ended December 23, 1997 was 15%, with interest
capitalized to the loan balance for this one-year period only. As set out in
note 9, the effective interest rate in respect of this loan approximates 15.7%.
As at December 23, 1997, approximately $3,300,000 of interest had been
capitalized in respect of this loan.

The loan principal is due in one payment on February 28, 2002. The
capitalized interest accumulated to December 23, 1997 is repayable out of excess
cash flow (as defined in the loan agreement). The first mandatory payment out of
excess cash flow in the approximate amount of $278,000 was made on May 31, 1998.
Subsequent payments are due on May 31 of each fiscal year until the earlier of
the repayment of the capitalized interest or the maturity date of the loan.

The loan is collateralized by a fixed and floating second charge on all of
the assets and undertakings of the Company.

This facility contains numerous restrictive covenants including limitations
on the sale of assets, the payment of dividends or redemption of stock, the
repayment of the loan referred to in (c) below and the level of permitted
capital expenditures. With the exception of the mandatory repayments based on
excess cash flow, the credit facility has been subordinated in favour of the
credit facilities referred to in (a) above and in note 6(a).

The credit facility also provides for certain financial covenants that must
be met on a consolidated basis [as defined in the agreement] including the
maintenance of specified levels of working capital, fixed charge coverage and
debt-to-earnings ratios.

The notes bear interest at the rate of 10% and mature on March 31, 2002.
The notes call for mandatory early repayments to the extent that excess cash
flow (as defined in the notes payable) is available after repayment of the
capitalized interest referred to in note 8(b) above.

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MOORES RETAIL GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

With the exception of the mandatory repayment in respect of excess cash
flow, these notes are subordinated in favour of the loans referred to in (a)
above and in note 6(a).

Principal payments on the Company's long-term debt are due in the following
approximate amounts for years ending January 31:

[Download Table]

$
------

1999........................................................ 3,403
2000........................................................ 3,565
2001........................................................ 4,213
2002........................................................ 13,935
2003........................................................ 22,959
------
48,075
======

9. CAPITAL STOCK AND STOCK OPTIONS

(A) CAPITAL STOCK

Each of the stockholders of the Class D common shares has granted a proxy
over a portion of their Class D shares to the remaining stockholders such that
the voting power of each stockholder is in accordance with its holdings of
common and Class B common shares. The proxy is revocable upon an event of
default under the loan agreements described in notes 8(a) and 8(b). In
connection with the defaults referred to in note 8, this proxy was not revoked.

The 70,000 Class B common shares were issued for nominal consideration in
connection with the advance to the Company of the Canadian $30 million credit
facility described in note 8(b). The fair value on the date of issue was
determined to be approximately $976,000 and the corresponding debt discount is
being amortized as interest expense, as an adjustment to the interest rate on
the credit facility. The effective interest rate over the life of the facility,
including this adjustment, is approximately 15.7%.

The amortization of debt discount is approximately $132,000, $141,000 and
$185,000 for the nine-month periods ended October 31, 1998 and 1997 and for the
year ended January 31, 1998, respectively.

(B) STOCK OPTION PLAN

On March 5, 1997 the Company granted 10,000 stock options [of a maximum
authorized number of 11,111] to purchase Class C common shares to certain
employees and a director of the Company, under an employee and executive stock
option plan [the "Stock Option Plan"]. As a result of the pro-rata distribution
of shares to stockholders on May 28, 1997, the number of shares subject to the
options and the exercise price were adjusted proportionately in accordance with
the provisions of the Stock Option Plan, resulting in 20,000 Class C common
shares being subject to granted options [of a maximum authorized number of
22,222]. The stock options vest fully on March 4, 2005, based solely on
continued employment with the Company, and are exercisable at a price of
Canadian $16.67 per Class C common shares [after the adjustment on May 28, 1997
is taken into account].

Pursuant to a directors' resolution dated February 24, 1998, an additional
1,839 options were granted at an exercise price of Canadian $389.43. These
options vest fully on March 4, 2006, based solely on continued employment with
the Company.

The Stock Option Plan provides for accelerated vesting based on the
achievement of certain financial performance targets as established by the Board
of Directors.

The provisions of the Stock Option Plan call for the number of options to
be granted under the Stock Option Plan to be adjusted proportionately for
certain share reorganizations.

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MOORES RETAIL GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The provisions of the Stock Option Plan also provide that any options
forfeited upon the departure of an employee are available for grant to other
employees of the Company. As at October 31, 1998, 12,949 stock options are
outstanding, 2,222 stock options have vested based on financial performance,
8,890 options had been forfeited upon employee departures, 10,727 options remain
unvested and 9,273 options remain available for grant. The 10,727 unvested
options potentially vest on an accelerated basis as follows:

[Download Table]

NUMBER OF STOCK
ACCELERATION BASED ON FINANCIAL OPTIONS VESTING ON
PERFORMANCE OF FISCAL YEAR ENDING AN ACCELERATED BASIS
--------------------------------- --------------------

January 31, 1999............................................ 2,590
January 31, 2000............................................ 2,590
January 31, 2001............................................ 2,590
January 31, 2002............................................ 2,590
January 31, 2003............................................ 367

The options vest on an accelerated basis on the May 31 immediately
following each January 31 period referred to above. The option rights pursuant
to the Stock Option Plan expire 10 years from March 5, 1997.

The fair value of the Class C common shares exceeded the exercise price of
the options on the grant dates. The aggregate excess of fair market value
approximated $2,305,000.

Following the departure of two employees and the cumulative amortization of
the excess of fair market value as compensation expense, an amount of
approximately $1,000,000 remains to be amortized as expense at October 31, 1998.

Compensation expense has been included in selling, general and
administrative expenses as follows:

[Download Table]

NINE-MONTH NINE-MONTH YEAR
PERIOD ENDED PERIOD ENDED ENDED
OCTOBER 31, OCTOBER 31, JANUARY 31,
1998 1997 1998
$ $ $
------------ ------------ -----------
(UNAUDITED) (UNAUDITED)

117 161 211

(D) SUPPLEMENTARY INFORMATION ON STOCK-BASED COMPENSATION

As described in note 2(k), the Company applies APB 25 in accounting for
stock options. Had the Company used the alternative method set forth under FASB
Statement No. 123, net income would have been reduced. The impact of FASB
Statement No. 123 may not be representative of the effect on income in future
years because options vest based on the financial performance of the Company and
additional option grants may be made each year.

Pro-forma information regarding net income is required by FASB Statement
No. 123 and has been determined as if the Company had accounted for the Stock
Option Plan using the minimum value method (excluding the effects of
volatility). The fair value for these options was estimated at the date of grant
with the following assumptions: risk-free interest rates of 6.6%, dividend yield
of 0%, and a weighted-average expected life of the options of 5.4 years.

The Company's pro-forma net income would be reduced by approximately $8,000
to $2,060,000 for the year ended January 31, 1998 if FASB Statement No. 123 were
applied.

The weighted average fair value of the options granted during the year
ending January 31, 1998 was $103.44 per share, which is net of the discounted
exercise price. The weighted average remaining contractual life is 8 years.

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MOORES RETAIL GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

10. INCOME TAXES

The income tax provision reported differs from the amount computed by
applying Canadian federal and Quebec provincial rates to income before taxes.
The reasons for the differences and the related tax effects are as follows:

[Enlarge/Download Table]

NINE-MONTH NINE-MONTH YEAR
PERIOD ENDED PERIOD ENDED ENDED
OCTOBER 31, OCTOBER 31, JANUARY 31,
1998 1997 1998
$ $ $
------------ ------------ -----------
(UNAUDITED) (UNAUDITED)

Earnings before income taxes.................... 4,507 4,611 6,133
Statutory income tax rate....................... 38% 38% 38%
----- ----- -----
Statutory income tax expense.................... 1,713 1,752 2,331
Increase (decrease) in tax expense related to:
Non-deductible goodwill amortization............ 360 385 504
Non-deductible compensation expense related to
stock options................................. 44 61 80
Non-deductible interest expense related to the
amortization of debt discount................. 50 53 70
Non-deductible transaction costs................ -- -- 578
Manufacturing and processing tax credit......... (438) (400) (437)
Unrecognized tax benefits of operating losses of
U.S. subsidiary............................... 765 218 456
Higher provincial income tax rates in provinces
other than Quebec............................. 247 268 339
Other........................................... (48) 213 144
----- ----- -----
PROVISION FOR INCOME TAXES...................... 2,693 2,550 4,065
===== ===== =====

The composition of the income tax provision is as follows:

[Download Table]

Current......................................... 3,373 3,063 4,321
Deferred........................................ (680) (513) (256)
----- ----- -----
PROVISION FOR INCOME TAXES...................... 2,693 2,550 4,065
===== ===== =====

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MOORES RETAIL GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The tax effect of temporary differences that give rise to significant
portions of the deferred tax assets and liabilities is as follows:

[Enlarge/Download Table]

OCTOBER 31, JANUARY 31,
1998 1998
$ $
----------- -----------
(UNAUDITED)

DEFERRED TAX ASSETS
Excess of tax basis of inventory over accounting value...... 1,838 1,284
Net operating losses of U.S. subsidiary..................... 1,015 346
------ -----
2,853 1,630
Valuation allowance......................................... (1,015) (346)
------ -----
TOTAL DEFERRED TAX ASSETS................................... 1,838 1,284
====== =====
DEFERRED TAX LIABILITIES
Excess of accounting value of capital assets over tax
basis..................................................... 264 280
------ -----
TOTAL DEFERRED TAX LIABILITIES.............................. 264 280
====== =====

As at October 31, 1998, the Company has net operating loss carryforwards
relating to its U.S. subsidiary of approximately $2.6 million which expire
between 2013 and 2019.

11. COMMITMENTS AND CONTINGENCIES

(A) LEASES

The minimum rental payments under long-term operating leases, exclusive of
certain operating costs for which the Company is responsible, approximate the
following for the years ending January 31:

[Download Table]

$
------

1999........................................................ 7,304
2000........................................................ 6,940
2001........................................................ 6,172
2002........................................................ 5,399
2003........................................................ 4,427
Thereafter.................................................. 9,148
------
39,390
======

Certain of the lease agreements provide for additional annual rental
payments based on sales. These contingent rental payments are not significant
for any of the periods presented.

(B) LETTERS OF CREDIT

As at October 31, 1998, the Company had open letters of credit of
approximately $804,000 collateralized under the credit facility referred to in
note 8(a) above.

In addition, accounts payable and accrued liabilities at October 31, 1998
include approximately $380,000, the payment of which is guaranteed by accepted
letters of credit. Those amounts are collateralized as noted above.

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MOORES RETAIL GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

As at October 31, 1998, the Company had letters of guarantee outstanding
amounting to approximately $519,000.

(D) CONTINGENCIES

The Company, in the normal course of operations, is subject to certain
litigation. Management is of the opinion that the outcome of this litigation
will not have a material impact on the Company.

(E) YEAR 2000

The Year 2000 issue arises because many computerized systems use two digits
rather than four to identify a year. Date-sensitive systems may recognize the
Year 2000 as 1900 or some other date, resulting in errors when information using
Year 2000 dates is processed. In addition, similar problems may arise in some
systems which use certain dates in 1999 to represent something other than a
date. The effects of the Year 2000 issue may be experienced before, on, or after
January 1, 2000, and, if not addressed, the impact on operations and financial
reporting may range from minor errors to significant systems failure which could
affect the Company's ability to conduct normal business operations. It is not
possible to be certain that all aspects of the Year 2000 issue affecting the
Company including those related to the efforts of customers, suppliers, or other
third parties, will be fully resolved.

12. RELATED PARTY TRANSACTIONS

(A) RENT EXPENSE

Rent expense paid to a significant stockholder is as follows:

[Download Table]

NINE-MONTH NINE-MONTH YEAR
PERIOD ENDED PERIOD ENDED ENDED
OCTOBER 31, OCTOBER 31, JANUARY 31,
1998 1997 1998
$ $ $
------------ ------------ -----------
(UNAUDITED) (UNAUDITED)

281 326 414

The rent expense was recorded at the exchange amount, this being the amount
agreed upon by the related parties in question.

(B) INTEREST EXPENSE

Interest expense on loans from related parties approximated $2,995,000,
$3,268,000 and $4,298,000 for the nine-month periods ended October 31, 1998 and
1997 and the year ended January 31, 1998, respectively. The interest expense was
recorded at the exchange amount, this being the amount determined by the related
parties in question.

13. FINANCIAL INSTRUMENTS

CREDIT AND CURRENCY RISK

Accounts payable and accrued liabilities

Approximately $710,000 and $543,000 of the Company's accounts payable and
accrued liabilities were denominated in U.S. dollars as at October 31, 1998 and
January 31, 1998, respectively.

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MOORES RETAIL GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Forward contracts

From time to time, the Company enters into foreign exchange forward
contracts to buy U.S. dollars at specified dates in the future. This activity is
carried out in an attempt to manage the currency risk associated with U.S.
dollar purchases and accounts payable.

The Company is exposed to credit-related losses in the event of
nonperformance by the counterparty to these foreign exchange forward contracts,
but it does not expect the counterparty to fail to meet its obligations. The
credit exposure of forward contracts is represented by the fair value of
contracts with a positive fair value at the reporting date.

Details of foreign exchange forward contracts outstanding as at October 31,
1998 are as follows:

[Download Table]

CANADIAN
DOLLAR CANADIAN CANADIAN
SPOT PRICE DOLLAR DOLLAR
OCTOBER 31, CONTRACT UNREALIZED
NOMINAL 1998 PRICE GAIN
AMOUNT (000'S) (000'S) (000'S)
MATURITY DATE $ $ $ $
------------- ------- ----------- -------- ----------

November 30, 1998 U.S. dollar........ 1,000 1,543 1,506 37
December 31, 1998 U.S. dollar........ 1,000 1,543 1,506 37
----- ----- --
3,086 3,012 74
===== ===== ==

No forward contracts were outstanding as at January 31, 1998.

14. TRANSACTION COSTS

Transaction costs relate to professional fees, regulatory filing fees and
other costs in respect of a withdrawn financing initiative.

15. SUBSEQUENT EVENTS

On November 18, 1998, the Company signed a definitive merger agreement with
The Men's Wearhouse, Inc. ("Men's Wearhouse") whereby the outstanding stock of
each class of capital stock of the Company, including all stock options, will be
exchanged for a maximum of 2.75 million shares of common stock of Men's
Wearhouse.

At the consummation of the above transaction, the Company will record as a
charge to income certain costs related to the transaction. These include the
following:

(a) The write-off of the deferred merger costs set out in note 5 to
the financial statements;

(b) An investment advisory fee of approximately Canadian $1.5 million;

(d) Termination payments to certain officers and directors of the
Company approximating Canadian $740,000;

(e) The recognition of approximately $1,000,000 of compensation
expense related to the write-off of the unamortized balance of the excess
of the fair market value over the exercise price at the grant date of
certain stock options (see note 9).

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THE MEN'S WEARHOUSE, INC. AND SUBSIDIARIES

PRO FORMA COMBINED FINANCIAL STATEMENTS

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THE MEN'S WEARHOUSE, INC. AND SUBSIDIARIES

PRO FORMA COMBINED FINANCIAL STATEMENTS
BASIS OF PRESENTATION
(UNAUDITED, IN THOUSANDS)

The unaudited pro forma combined financial statements give effect to the
proposed combination of The Men's Wearhouse, Inc. (Men's Wearhouse) and Moores
Retail Group Inc. (Moores) under the pooling of interests method of accounting.
The unaudited pro forma combined financial statements should be read in
conjunction with the historical consolidated financial statements and the notes
thereto of Men's Wearhouse, which are incorporated by reference in this
Prospectus, and of Moores, which are included elsewhere in this Prospectus. The
unaudited pro forma combined balance sheet assumes that the proposed combination
was consummated on October 31, 1998 and combines the Men's Wearhouse and Moores
October 31, 1998 consolidated balance sheets. The unaudited pro forma combined
balance sheet includes adjustments which give effect to events that are directly
attributable to the transaction. The unaudited pro forma combined statements of
earnings for the nine months ended October 31, 1998 and November 1, 1997 and for
the year ended January 31, 1998 assume that the proposed combination was
consummated on February 2, 1997 and have been prepared by combining the
historical results of Men's Wearhouse and Moores for such periods. Moores
commenced operations on December 23, 1996 and reported a net loss of U.S. $96
for the 40 day period from December 23, 1996 to January 31, 1997. No pro forma
combined statements of earnings have been presented for years prior to fiscal
1997 because the effect of the proposed combination on such statements is not
significant.

Nonrecurring charges totaling $4,927, net of a $219 tax benefit, which
result directly from the transaction and which are expected to be included in
the results of operations of Men's Wearhouse within the twelve months succeeding
the transaction have been excluded from the unaudited pro forma combined
statements of earnings. In addition, an extraordinary charge of approximately
$3,058, net of a $1,534 tax benefit, relating to refinancing certain Moores debt
has not been reflected. The effect of these nonrecurring and extraordinary
charges have, however, been reflected in the pro forma adjustments to retained
earnings in the pro forma combined balance sheet.

The historical consolidated financial statements of Moores included in the
pro forma combined balance sheets and statements of earnings are stated in
United States dollars and have been prepared in accordance with generally
accepted accounting principles in the United States. The exchange rates used in
translating the historical Canadian currency financial statements of Moores
reflect the current exchange rate as of the balance sheet date and the weighted
average exchange rates for the periods presented in the statements of earnings.
The cumulative translation adjustments are reported as a separate component of
shareholders' equity. The historical statements of earnings for Moores included
in the pro forma combined statements of earnings do not reflect earnings per
share data since Moores, as a privately owned company, has not reported such
data.

All share and per share data reflected in the historical Men's Wearhouse
statements of earnings have been adjusted to give effect to a 50% stock dividend
effected on June 2, 1998. The pro forma combined earnings per share reflect the
2,500,000 shares of common stock that Men's Wearhouse will be required to
ultimately issue to the existing shareholders and optionholders of Moores.

The preparation of unaudited pro forma combined financial statements
requires management to make estimates and assumptions based on information
currently available. The pro forma adjustments made in connection with the
development of the pro forma information are preliminary and have been made
solely for purposes of developing such pro forma information for illustrative
purposes necessary to comply with the disclosure requirements of the Securities
and Exchange Commission. The unaudited pro forma combined financial statements
do not purport to be indicative of the results of operations for future periods
or the combined financial positions or the results that actually would have been
realized had the entities been a single entity during the periods presented.

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THE MEN'S WEARHOUSE, INC. AND SUBSIDIARIES

PRO FORMA COMBINED BALANCE SHEET
OCTOBER 31, 1998
(UNAUDITED -- IN THOUSANDS)

[Enlarge/Download Table]

AS REPORTED
------------------------------- ADJUSTMENTS ADJUSTED
MEN'S PRO FORMA PRO FORMA FOR PRO FORMA
WEARHOUSE MOORES TOTAL ADJUSTMENTS COMBINED REFINANCING COMBINED
--------- -------- -------- ----------- --------- ----------- ------------
(U.S. $)

ASSETS
CURRENT ASSETS:
Cash........................ $ 5,910 $ 1,696 $ 7,606 $ $ 7,606 $ $ 7,606
Inventories................. 275,215 38,482 313,697 313,697 313,697
Other current assets........ 13,596 3,057 16,653 16,653 (2) 511 17,164
-------- ------- -------- ------- -------- -------- --------
Total current
assets.............. 294,721 43,235 337,956 337,956 511 338,467
PROPERTY AND EQUIPMENT, NET... 96,434 10,430 106,864 106,864 106,864
OTHER ASSETS, NET............. 24,683 25,109 49,792 (1) (246) 49,546 (2) (2,941) 46,605
-------- ------- -------- ------- -------- -------- --------
TOTAL................. $415,838 $78,774 $494,612 $ (246) $494,366 $ (2,430) $491,936
======== ======= ======== ======= ======== ======== ========

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Revolving debt.............. $ $10,521 $ 10,521 $ $ 10,521 (2) $(10,521) $
Current portion of long-term
debt...................... 3,403 3,403 3,403 (2) (3,403)
Accounts payable and accrued
expenses.................. 96,054 14,123 110,177 (1) (314) 109,863 109,863
Income taxes payable........ 837 660 1,497 (1) (219) 1,278 1,278
-------- ------- -------- ------- -------- -------- --------
Total current
liabilities......... 96,891 28,707 125,598 (533) 125,065 (13,924) 111,141
LONG-TERM DEBT................ 32,750 44,672 77,422 (1) 3,912 81,334 (2) 15,575 96,909
OTHER LIABILITIES............. 7,089 264 7,353 7,353 (2) (1,023) 6,330
-------- ------- -------- ------- -------- -------- --------
Total liabilities..... 136,730 73,643 210,373 3,379 213,752 628 214,380
-------- ------- -------- ------- -------- -------- --------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
Preferred stock.............
Common stock................ 348 1,708 2,056 (3) (1,683) 373 373
Capital in excess of par.... 148,264 148,264 (1)(3) 2,985 151,249 151,249
Retained earnings........... 131,490 3,786 135,276 (1) (4,927) 130,349 (2) (3,058) 127,291
-------- ------- -------- ------- -------- -------- --------
Total................. 280,102 5,494 285,596 (3,625) 281,971 (3,058) 278,913
Currency translation
adjustment................ (363) (363) (363) (363)
Treasury stock, at cost..... (994) (994) (994) (994)
-------- ------- -------- ------- -------- -------- --------
Total shareholders'
equity.............. 279,108 5,131 284,239 (3,625) 280,614 (3,058) 277,556
-------- ------- -------- ------- -------- -------- --------
TOTAL................. $415,838 $78,774 $494,612 $ (246) $494,366 $ (2,430) $491,936
======== ======= ======== ======= ======== ======== ========

See Notes to Pro Forma Combined Financial Statements.

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THE MEN'S WEARHOUSE, INC. AND SUBSIDIARIES

PRO FORMA COMBINED STATEMENT OF EARNINGS
FOR THE YEAR ENDED JANUARY 31, 1998
(UNAUDITED -- IN THOUSANDS, EXCEPT PER SHARE DATA)

[Enlarge/Download Table]

AS REPORTED
-------------------------------
MEN'S PRO FORMA PRO FORMA
WEARHOUSE MOORES TOTAL ADJUSTMENTS COMBINED
--------- -------- -------- ----------- ---------
(U.S. $)

Net sales................................. $631,110 $131,414 $762,524 $762,524
Cost of goods sold, including buying and
occupancy costs......................... 388,517 82,751 471,268 471,268
-------- -------- -------- ---------- --------
Gross margin.............................. 242,593 48,663 291,256 291,256
Selling, general and administrative
expenses................................ 191,063 35,296 226,359 226,359
-------- -------- -------- ---------- --------
Operating income.......................... 51,530 13,367 64,897 64,897
Interest expense, net..................... 2,366 7,234 9,600 9,600
-------- -------- -------- ---------- --------
Earnings before income taxes.............. 49,164 6,133 55,297 55,297
Provision for income taxes................ 20,281 4,065 24,346 24,346
-------- -------- -------- ---------- --------
Net earnings.............................. $ 28,883 $ 2,068 $ 30,951 $ 30,951
======== ======== ======== ========== ========
Assuming issuance of 2,500 shares:
------------------------------------------
Net earnings per share --
Basic................................... $ 0.89 $ 0.89 $ 0.89
======== ======== ========
Diluted................................. $ 0.87 $ 0.87 $ 0.87
======== ======== ========
Weighted average shares outstanding --
Basic................................... 32,345 32,345(4) 2,500 34,845
======== ======== ========== ========
Diluted................................. 35,384 35,384(4) 2,500 37,884
======== ======== ========== ========

See Notes to Pro Forma Combined Financial Statements.

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THE MEN'S WEARHOUSE, INC. AND SUBSIDIARIES

PRO FORMA COMBINED STATEMENT OF EARNINGS

FOR THE NINE MONTHS ENDED OCTOBER 31, 1998
(UNAUDITED - IN THOUSANDS, EXCEPT PER SHARE DATA)

[Enlarge/Download Table]

AS REPORTED
-------------------------------
MEN'S PRO FORMA PRO FORMA
WEARHOUSE MOORES TOTAL ADJUSTMENTS COMBINED
--------- -------- -------- ----------- ---------
(U.S. $)

Net sales................................. $504,450 $ 94,682 $599,132 $599,132
Cost of goods sold, including buying and
occupancy costs......................... 311,432 59,002 370,434 370,434
-------- -------- -------- ---------- --------
Gross margin.............................. 193,018 35,680 228,698 228,698
Selling, general and administrative
expenses................................ 153,910 25,863 179,773 179,773
-------- -------- -------- ---------- --------
Operating income.......................... 39,108 9,817 48,925 48,925
Interest expense, net..................... 1,674 5,310 6,984 6,984
-------- -------- -------- ---------- --------
Earnings before income taxes.............. 37,434 4,507 41,941 41,941
Provision for income taxes................ 15,442 2,693 18,135 18,135
-------- -------- -------- ---------- --------
Net earnings before extraordinary item.... $ 21,992 $ 1,814 $ 23,806 $ 23,806
======== ======== ======== ========== ========
Assuming issuance of 2,500 shares:
------------------------------------------
Net earnings before extraordinary item per
share --
Basic................................... $ 0.66 $ 0.66 $ 0.66
======== ======== ========
Diluted................................. $ 0.64 $ 0.64 $ 0.64
======== ======== ========
Weighted average shares outstanding --
Basic................................... 33,517 33,517(4) 2,500 36,017
======== ======== ========== ========
Diluted................................. 36,261 36,261(4) 2,500 38,761
======== ======== ========== ========

See Notes to Pro Forma Combined Financial Statements.

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THE MEN'S WEARHOUSE, INC. AND SUBSIDIARIES

PRO FORMA COMBINED STATEMENT OF EARNINGS

FOR THE NINE MONTHS ENDED NOVEMBER 1, 1997
(UNAUDITED -- IN THOUSANDS, EXCEPT PER SHARE DATA)

[Enlarge/Download Table]

AS REPORTED
-------------------------------
MEN'S PRO FORMA PRO FORMA
WEARHOUSE MOORES TOTAL ADJUSTMENTS COMBINED
--------- -------- -------- ----------- ---------
(U.S. $)

Net sales.............................. $410,867 $92,402 $503,269 $503,269
Cost of goods sold, including buying
and occupancy costs.................. 256,104 58,129 314,233 314,233
-------- ------- -------- ----- --------
Gross margin........................... 154,763 34,273 189,036 189,036
Selling, general and administrative
expenses............................. 127,508 24,184 151,692 151,692
-------- ------- -------- ----- --------
Operating income....................... 27,255 10,089 37,344 37,344
Interest expense, net.................. 1,824 5,478 7,302 7,302
-------- ------- -------- ----- --------
Earnings before income taxes........... 25,431 4,611 30,042 30,042
Provision for income taxes............. 10,490 2,550 13,040 13,040
-------- ------- -------- ----- --------
Net earnings........................... $ 14,941 $ 2,061 $ 17,002 $ 17,002
======== ======= ======== ===== ========
Assuming issuance of 2,500 shares:
---------------------------------------
Net earnings per share --
Basic................................ $ 0.47 $ 0.47 $ 0.49
======== ======== ========
Diluted.............................. $ 0.47 $ 0.47 $ 0.49
======== ======== ========
Weighted average shares outstanding --
Basic................................ 32,089 32,089(4) 2,500 34,589
======== ======== ===== ========
Diluted.............................. 35,123 35,123(4) 2,500 37,623
======== ======== ===== ========

See Notes to Pro Forma Combined Financial Statements.

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THE MEN'S WEARHOUSE, INC. AND SUBSIDIARIES

NOTES TO PRO FORMA COMBINED FINANCIAL STATEMENTS
(UNAUDITED, IN THOUSANDS)

The pro forma combined financial statements as of October 31, 1998 and for
the nine months ended October 31, 1998 and November 1, 1997 and for the year
ended January 31, 1998 include the following adjustments to reflect the
combination as a pooling of interests and the concurrent debt refinancing:

1. To record the estimated transaction costs to complete the combination of
Men's Wearhouse and Moores under pooling of interests accounting. The
costs, which primarily relate to investment banking fees, professional
fees, contract termination payments and unamortized stock option
compensation expenses, are currently estimated to be approximately $4,927,
net of a tax benefit of $219, and are reflected as a reduction in retained
earnings in the accompanying balance sheet. These costs are not reflected
in the pro forma combined statements of earnings.

2. To adjust the pro forma combined balance sheet for the effects of
refinancing approximately $60 million of existing Moores debt as of October
31, 1998 as follows:

[Download Table]

Revolving debt refinanced with long-term debt............... $10,521
Current portion of long-term debt refinanced with long-term
debt...................................................... 3,403
Prepayment penalty from early retirement of long-term
debt...................................................... 1,651
-------
Addition to long-term debt.................................. $15,575
=======
Write off of Moores historical deferred financing costs, net
of tax of $907............................................ $ 2,034
Prepayment penalty from early retirement of long-term debt,
net of tax of $627........................................ 1,024
-------
Adjustment to retained earnings............................. $ 3,058
=======

The effects of the refinancing are not reflected in the pro forma combined
statements of earnings.

3. To adjust common stock and capital in excess of par value to reflect the
issuance of 2,500,000 shares of Men's Wearhouse common stock to Moores
shareholders and optionholders.

4. Pro forma basic earnings per share is computed based on the weighted
average number of common shares outstanding. Pro forma diluted earnings per
share is computed based on the weighted average number of common shares
plus the dilutive impact of options and convertible securities for each
period after giving effect to the combination on a pooling of interests
basis. Pro forma shares and earnings per share data is presented to reflect
the issuance of 2,500,000 shares of Men's Wearhouse common stock.

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

YOU SHOULD RELY ONLY ON THE INFORMATION OR REPRESENTATIONS PROVIDED IN THIS
PROSPECTUS. WE HAVE AUTHORIZED NO ONE TO PROVIDE INFORMATION OTHER THAN THAT
PROVIDED IN THIS PROSPECTUS. WE HAVE AUTHORIZED NO ONE TO PROVIDE YOU WITH
DIFFERENT INFORMATION. WE ARE NOT MAKING AN OFFER OF THESE SECURITIES IN ANY
STATE WHERE THE OFFER IS NOT PERMITTED. YOU SHOULD NOT ASSUME THAT THE
INFORMATION IN THIS PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON
THE FRONT OF THE DOCUMENT.

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

TABLE OF CONTENTS

[Download Table]

PAGE
----

Where You Can Find More Information.. 2
Prospectus Summary................... 3
Risk Factors......................... 7
Acquisition of Moores................ 13
Business of Moores................... 14
Use of Proceeds...................... 20
Selling Shareholders................. 20
Plan of Distribution................. 22
Price Range of Common Stock.......... 23
Dividend Policy...................... 23
Selected Consolidated Financial
Information........................ 24
Financing and Capital Resources...... 25
New Accounting Pronouncements........ 26
Forward-Looking Statements........... 26
Business............................. 27
Description of Capital Stock......... 38
Legal Matters........................ 39
Experts.............................. 39

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

2,750,000 SHARES

THE MENS WEARHOUSE LOGO
COMMON STOCK
---------------------

PROSPECTUS
---------------------

FEBRUARY 4, 1999

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

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The estimated expenses in connection with this Offering are:

[Download Table]

Securities and Exchange Commission Registration Fee......... $ 20,833
Nasdaq Listing Fee.......................................... 17,500
Legal Fees and Expenses..................................... 40,000
Accounting Fees and Expenses................................ 300,000
Blue Sky Fees and Expenses (including legal fees)........... 2,500
Printing Expenses........................................... 50,000
Transfer Agent and Registrar Fees........................... 5,000
Miscellaneous............................................... 3,000
--------
TOTAL............................................. $438,833
========

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Article 2.02-1 of the Texas Business Corporation Act provides that any
director or officer of a Texas corporation may be indemnified against judgments,
penalties, fines, settlements and reasonable expenses actually incurred by him
in connection with or in defending any action, suit or proceeding in which he is
a party by reason of his position. With respect to any proceeding arising from
actions taken in his official capacity as a director or officer, he may be
indemnified so long as it shall be determined that he conducted himself in good
faith and that he reasonably believed that such conduct was in the corporation's
best interests. In cases not concerning conduct in his official capacity as a
director or officer, a director may be indemnified as long as he reasonably
believed that his conduct was not opposed to the corporation's best interests.
In the case of any criminal proceeding, a director or officer may be indemnified
if he had no reasonable cause to believe his conduct was unlawful. If a director
or officer is wholly successful, on the merits or otherwise, in connection with
such a proceeding, such indemnification is mandatory. The Registrant's Bylaws
provide for indemnification of its present and former directors and officers to
the fullest extent provided by Article 2.02-1.

The Registrant's Bylaws further provide for indemnification of officers and
directors against reasonable expenses incurred in connection with the defense of
any such action, suit or proceeding in advance of the final disposition of the
proceeding.

The Registrant's Articles of Incorporation were amended on September 6,
1991, to eliminate or limit liabilities of directors for breaches of their duty
of care. The amendment does not limit or eliminate the right of the Registrant
or any shareholder to pursue equitable remedies such as an action to enjoin or
rescind a transaction involving a breach of a director's duty of care, nor does
it affect director liability to parties other than the Registrant or its
shareholders. In addition, directors will continue to be liable for (i) breach
of their duty of loyalty, (ii) acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of the law, (iii)
declaring an illegal dividend or stock repurchase, (iv) any transaction in which
the directors received an improper personal benefit, or (v) acts or omissions
for which the liability of directors is expressly provided by statute. In
addition, the amendment applies only to claims under Texas law against a
director arising out of his role as a director and not, if he is also an
officer, his role as an officer or in any other capacity and does not limit a
director's liability under any other law, such as federal securities law.

Texas corporations are also authorized to obtain insurance to protect
officers and directors from certain liabilities, including liabilities against
which the corporation cannot indemnify its directors and officers. The
Registrant currently has in effect a director's and officer's liability
insurance policy, which provides coverage in the maximum amount of $15,000,000,
subject to a $500,000 deductible.

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ITEM 16. EXHIBITS.

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*2.1 -- Combination Agreement dated November 18, 1998, by and
between The Men's Wearhouse, Inc., Golden Moores Company,
Moores Retail Group Inc. and the Shareholders of Moores
Retail Group Inc. signatory thereto. Pursuant to Item
601(b)(2) of Regulation S-K, schedules and similar
attachments to the Combination Agreement have not been
filed with this exhibit. The MG Disclosure Letter and the
TMW Disclosure Letter contain information relating to the
representations and warranties contained in Article II
and III, respectively, of the Combination Agreement. The
Registrant agrees to furnish supplementally any omitted
schedule to the Securities and Exchange Commission upon
request.
3.1 -- Restated Articles of Incorporation (incorporated by
reference from Exhibit 3.1 to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended July 30, 1994).
3.2 -- By-laws of the Company, as amended (incorporated by
reference from Exhibit 3.2 to the Registrant's Annual
Report on Form 10-K for the fiscal year Ended February 1,
1997).
4.1 -- Restated Articles of Incorporation (included as Exhibit
3.1).
4.2 -- By-laws, as amended (included as Exhibit 3.2).
4.3 -- Form of Common Stock certificate (incorporated by
reference from Exhibit 4.3 to the Registrant's
Registration Statement on Form S-1 (Registration No.
33-45949)).
4.4 -- Employment Agreement dated as of January 31, 1991, by and
between the Company and David H. Edwab, including the
First Amendment thereto dated as of September 30, 1991
(incorporated by reference from Exhibit 4.4 to the
Registrant's Registration Statement on Form S-1
(Registration No. 33-45949)).
4.5 -- Second Amendment effective as of January 1, 1993, to
Employment Agreement dated as of January 31, 1991, by and
between the Company and David H. Edwab (incorporated by
reference from Exhibit 4.5 to the Registrant's
Registration Statement on Form S-1 (Registration No.
33-60516)).
4.6 -- Second [sic] Amendment dated as of April 12, 1994, to
Employment Agreement dated as of January 31, 1991
(incorporated by reference to Exhibit 4.6 to the
Registrant's Annual Report on Form 10-K for the fiscal
year ended January 28, 1995).
4.7 -- Option Issuance Agreement dated as of September 30, 1991,
by and between the Company and David H. Edwab
(incorporated by reference from Exhibit 4.5 to the
Registrant's Registration Statement on Form S-1
(Registration No. 33-45949)).
4.8 -- First Amendment to Option Issuance Agreement dated April
22, 1992, but effective as of September 30, 1991
(incorporated by reference from Exhibit 4.7 to the
Registrant's Registration Statement on Form S-8
(Registration No. 33-48109)).
4.9 -- Second Amendment to Option Issuance Agreement dated
effective as of January 1, 1993 (incorporated by
reference from Exhibit 4.8 to the Registrant's
Registration Statement on Form S-1 (Registration No.
33-60516)).
4.10 -- First [sic] Amendment to Option Issuance Agreement dated
as of April 12, 1994 (incorporated by reference to
Exhibit 4.10 to the Company's Annual Report on Form 10-K
for the fiscal year ended January 28, 1995).
4.11 -- Indenture dated March 1, 1996, between the Company and
Texas Commerce Bank National Association, as trustee
including Form of Note (incorporated by reference from
Exhibit 4.1 to the Registrant's Quarterly Report on Form
10-Q for the Quarter ended May 4, 1996).

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[Download Table]

4.12 -- Revolving Credit Agreement dated as of June 2, 1997, by
and among the Company, NationsBank of Texas, N.A. and the
Banks listed therein, including form of Revolving Note
(incorporated by reference from Exhibit 4.1 to the
Registrant's Quarterly Report on Form 10-Q for the
Quarter ended May 3, 1997).
*4.13 -- Registration Rights Agreement dated as of November 18,
1998, by and among The Men's Wearhouse, Inc. and Marpro
Holdings, Inc., MGB Limited Partnership, Capital
D'Amerique CDPQ Inc., Cerberus International, Ltd., Ultra
Cerberus Fund, Ltd., Styx International Ltd., The Long
Horizons Overseas Fund Ltd., The Long Horizons Fund, L.P.
and Styx Partners, L.P.
*5.1 -- Opinion of Fulbright & Jaworski L.L.P.
*23.1 -- Consent of Fulbright & Jaworski L.L.P. (included in
Exhibit 5.1).
*23.2 -- Consent of Deloitte & Touche LLP.
*23.3 -- Consent of Ernst & Young LLP.
*24.1 -- Powers of Attorney from certain members of the Board of
Directors of the Company (contained on page II-5 of this
Registration Statement).

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

* Previously filed.

As permitted by Item 601(b)(4)(iii)(A) of Regulation S-K, the Registrant
has not filed with this Registration Statement certain instruments defining the
rights of holders of long-term debt of the Registrant and its subsidiaries
because the total amount of securities authorized under any of such instruments
does not exceed 10% of the total assets of the Registrant and its subsidiaries
on a consolidated basis. The Registrant agrees to furnish a copy of any such
agreement to the Commission upon request.

ITEM 17. UNDERTAKINGS.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent
post-effective amendment hereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and

(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration
Statement;

Provided, however, that paragraphs (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this Registration
Statement.

(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered

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herein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions or otherwise, the registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.

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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. 1 to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on February 4, 1999.

THE MEN'S WEARHOUSE, INC.

By: /s/ GEORGE ZIMMER
----------------------------------
George Zimmer
Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

[Enlarge/Download Table]

SIGNATURE TITLE DATE
--------- ----- ----

/s/ GEORGE ZIMMER Chairman of the Board, Chief February 4, 1999
----------------------------------------------------- Executive Officer and
George Zimmer Director (Principal
Executive Officer)

/s/ DAVID EDWAB* President and Director February 4, 1999
-----------------------------------------------------
David Edwab

/s/ GARY G. CKODRE* Vice President--Finance and February 4, 1999
----------------------------------------------------- Principal Financial and
Gary G. Ckodre Accounting Officer
(Principal Financial and
Accounting Officer)

/s/ RICHARD E. GOLDMAN* Executive Vice President and February 4, 1999
----------------------------------------------------- Director
Richard E. Goldman

/s/ ROBERT E. ZIMMER* Senior Vice February 4, 1999
----------------------------------------------------- President -- Real Estate
Robert E. Zimmer and Director

/s/ JAMES E. ZIMMER* Senior Vice President -- February 4, 1999
----------------------------------------------------- Merchandising and Director
James E. Zimmer

/s/ HARRY M. LEVY* Executive Vice President -- February 4, 1999
----------------------------------------------------- Planning and Systems,
Harry M. Levy Chief Information Officer
and Director

/s/ RINALDO BRUTOCO* Director February 4, 1999
-----------------------------------------------------
Rinaldo Brutoco

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SIGNATURE TITLE DATE
--------- ----- ----

/s/ MICHAEL L. RAY* Director February 4, 1999
-----------------------------------------------------
Michael L. Ray

/s/ SHELDON I. STEIN* Director February 4, 1999
-----------------------------------------------------
Sheldon I. Stein

By: /s/ GARY G. CKODRE

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

Gary G. Ckodre

As Attorney-In-Fact for each

of the persons indicated

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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

	3/4/06	53
	3/4/05	53		8-K
	2/29/04	18
	1/31/03	54		4
	4/30/02	26
	3/31/02	52
	2/28/02	52
	1/31/02	51	54
	11/30/01	9	20
	1/31/01	54
	1/31/00	49	54
	1/1/00	57
	12/31/99	12	19	11-K
	6/15/99	27		10-Q
	3/31/99	12	19
	2/28/99	12	19
Filed on:	2/4/99	2	72
	2/1/99	2	39
	1/31/99	54
	1/30/99	4	36	10-K405
	12/31/98	58		11-K
	12/30/98	1	42	8-K, S-3
	12/23/98	9	20
	11/30/98	58
	11/18/98	14	69	8-K
	10/31/98	3	65	10-Q
	10/27/98	30
	9/14/98	26
	8/14/98	26
	8/1/98	3		10-Q
	6/24/98	3		DEF 14A
	6/2/98	7	60
	5/31/98	52
	5/19/98	3		DEF 14A
	5/6/98	3		10-K/A
	5/2/98	3		10-Q
	3/20/98	42
	2/24/98	53
	1/31/98	3	65	10-K, 10-K/A
	12/23/97	52
	12/15/97	49
	11/1/97	7	65	10-Q
	10/31/97	45	57
	9/26/97	47
	6/2/97	69
	5/28/97	53
	5/3/97	69		10-Q
	3/5/97	53	54
	2/2/97	60
	2/1/97	7	68	10-K
	1/31/97	45	60	SC 13G
	12/23/96	60
	12/9/96	47
	5/4/96	68		10-Q
	3/1/96	68
	11/15/95	7	25
	1/28/95	68
	7/30/94	68
	4/12/94	68
	8/6/93	7	25
	4/3/93	3
	1/1/93	68
	4/22/92	68
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Filing Submission 0000950129-99-000368 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Mens Wearhouse Inc – ‘S-3/A’ on 2/4/99

As of: Thursday, 2/4/99 · Accession #: 950129-99-368 · File #: 333-69979

Previous ‘S-3’: ‘S-3’ on 12/30/98 · Next: ‘S-3’ on 6/14/99 · Latest: ‘S-3/A’ on 6/8/04

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

Document 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