Mga Batayang Estadistika
| CIK | 920033 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Bank Jos A Clothiers Inc
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| May 26, 2015 |
Use these links to rapidly review the document Table of Contents Table of Contents 2 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. |
|
| May 20, 2015 |
THE MEN'S WEARHOUSE, INC. 6380 Rogerdale Road Houston, Texas 77072 May 20, 2015 via EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attention: Mr. John Reynolds, Assistant Director Re: Request for Acceleration by The Men's Wearhouse, Inc. (CIK No. 0000884217), Jos. A. Bank Clothiers, Inc. (CIK No. 0000920033), Twin Hill Acquisition C |
|
| May 19, 2015 |
As filed with the Securities and Exchange Commission on May 19, 2015 Use these links to rapidly review the document Table of Contents Table of Contents 2 Table of Contents As filed with the Securities and Exchange Commission on May 19, 2015 Registration No. |
|
| March 27, 2015 |
EX-99.1 39 a2223841zex-991.htm EX-99.1 QuickLinks - Click here to rapidly navigate through this document Exhibit 99.1 THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2015, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE. The Men's Wearhouse, Inc. 6380 Rogerdale Road Houston, Texas 77072 LETTER OF |
|
| March 27, 2015 |
EX-25 38 a2223841zex-25.htm EX-25 Exhibit 25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) o THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (Exact name of trustee |
|
| March 27, 2015 |
CERTIFICATE OF FORMATION TMW PURCHASING LLC Exhibit 3.1.7 CERTIFICATE OF FORMATION OF TMW PURCHASING LLC This Certificate of Formation of TMW Purchasing LLC (the “LLC”), dated January 11, 2000 is being duly executed and filed by Laura Ann Smith, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del.C. § 18-101, et seq.). FIRST. The name of the limited liability company formed he |
|
| March 27, 2015 |
CERTIFICATE OF INCORPORATION K&G MEN’S COMPANY INC. EX-3.1.10 8 a2223841zex-3110.htm EX-3.1.10 Exhibit 3.1.10 CERTIFICATE OF INCORPORATION K&G MEN’S COMPANY INC. First: The name of the Corporation is K&G Men’s Company Inc. Second: The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street in the City of Wilmington, County of New Castle. The name of the Corporation’s registered agent at such address is The Corp |
|
| March 27, 2015 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF JA HOLDING, INC. Exhibit 3.1.11 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF JA HOLDING, INC. First: The name of the Corporation is JA Holding, Inc. Second: The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street in the City of Wilmington, County of New Castle, 19801. The name of the Corporation’s registered agent at such address is The Corporation Trust Company. T |
|
| March 27, 2015 |
ARTICLES OF INCORPORATION RENWICK TECHNOLOGIES, INC. Exhibit 3.1.5 ARTICLES OF INCORPORATION OF RENWICK TECHNOLOGIES, INC. The undersigned natural person of the age of eighteen years or more, acting as incorporator of a corporation under the Texas Business Corporation Act, hereby adopts the following Articles of Incorporation for such corporation: ARTICLE I The name of the corporation is Renwick Technologies, Inc. ARTICLE II The period of its durati |
|
| March 27, 2015 |
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TMW MERCHANTS LLC Exhibit 3.2.4 SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TMW MERCHANTS LLC This Second Amended and Restated Limited Liability Company Agreement (this “Agreement”) of TMW Merchants LLC, is entered into by The Men’s Wearhouse, Inc., a Texas corporation (“TMW”), as successor-in-interest to TMW Marketing Company, Inc. WHEREAS, TMW Merchants LLC, was formed as a limited liabilit |
|
| March 27, 2015 |
AMENDED AND RESTATED BYLAWS THE JOSEPH A. BANK MFG. CO., INC. Adopted as of March 20, 2015 ARTICLE I EX-3.2.16 32 a2223841zex-3216.htm EX-3.2.16 Exhibit 3.2.16 AMENDED AND RESTATED BYLAWS OF THE JOSEPH A. BANK MFG. CO., INC. Adopted as of March 20, 2015 ARTICLE I OFFICES SECTION 1.01. Registered Office. The registered office of the corporation in the State of Delaware shall be in the City of Wilmington, County of New Castle, and the name of its registered agent shall be The Corporation Trust Comp |
|
| March 27, 2015 |
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF JA APPAREL, LLC EX-3.2.14 30 a2223841zex-3214.htm EX-3.2.14 Exhibit 3.2.14 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF JA APPAREL, LLC This Amended and Restated Limited Liability Company Agreement (this “Agreement”) of JA Apparel, LLC, is entered into by Joseph Abboud Manufacturing Corp., a Delaware corporation (“JAMCO”), as the sole member of the Company (as defined below). WHEREAS, the Company w |
|
| March 27, 2015 |
CERTIFICATE OF INCORPORATION EDERA INC. Under Section 807 of the Business Corporation Law EX-3.1.14 12 a2223841zex-3114.htm EX-3.1.14 Exhibit 3.1.14 RESTATED CERTIFICATE OF INCORPORATION OF EDERA INC. Under Section 807 of the Business Corporation Law Edera Inc., a New York corporation (the “Corporation”), does hereby certify as follow: 1. The name of the Corporation is Edera Inc. 2. The original Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”) was fi |
|
| March 27, 2015 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION JOSEPH ABBOUD MANUFACTURING CORP. EX-3.1.15 13 a2223841zex-3115.htm EX-3.1.15 Exhibit 3.1.15 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF JOSEPH ABBOUD MANUFACTURING CORP. Joseph Abboud Manufacturing Corp. (the “Company”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (“DGCL”), does hereby certify: A. The name of the Company is Joseph Abboud Manufacturing C |
|
| March 27, 2015 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION THE JOSEPH A. BANK MFG. CO., INC. EX-3.1.18 16 a2223841zex-3118.htm EX-3.1.18 Exhibit 3.1.18 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE JOSEPH A. BANK MFG. CO., INC. The Joseph A. Bank Mfg. Co., Inc. (the “Company”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (“DGCL”), does hereby certify: A. The name of the Company is The Joseph A. Bank Mfg. Co., |
|
| March 27, 2015 |
EX-3.1.13 11 a2223841zex-3113.htm EX-3.1.13 Exhibit 3.1.13 The Commonwealth of Massachusetts William Francis Galvin Secretary of the Commonwealth One Ashburton Place, Boston, Massachusetts 02108-1512 Restated Articles of Organization (General Laws Chapter 156D, Section 10.07; 950 CMR 113.35) (1) Exact name of corporation: NASHAWENA MILLS CORP. (2) Registered office address: 155 Federal St. Ste. 70 |
|
| March 27, 2015 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION JA APPAREL CORP. Exhibit 3.1.12 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF JA APPAREL CORP. JA Apparel Corp. (the “Company”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (“DGCL”), does hereby certify: A. The name of the Company is JA Apparel Corp. The Company’s original Certificate of Incorporation was filed with the Secretary of State |
|
| March 27, 2015 |
EX-3.1.4 2 a2223841zex-314.htm EX-3.1.4 Exhibit 3.1.4 2275513 ENDORSED - FILED IN THE OFFICE OF THE SECRETARY OF STATE OF THE STATE OF CALIFORNIA DEC 20 2001 BILL JONES, SECRETARY OF STATE ARTICLES OF INCORPORATION OF TWIN HILL ACQUISITION COMPANY, INC. I. NAME The name of the corporation is Twin Hill Acquisition Company, Inc. II. PURPOSE The purpose of this corporation is to engage in any lawful |
|
| March 27, 2015 |
EX-3.1.9 7 a2223841zex-319.htm EX-3.1.9 Exhibit 3.1.9 Conformed Copy to Reflect Amendments Made Through October 8, 2004 CERTIFICATE OF INCORPORATION MWDC TEXAS INC. First: The name of the Corporation is MWDC Texas Inc. Second: The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street in the City of Wilmington, County of New Castle. The name of the Corporatio |
|
| March 27, 2015 |
BYLAWS MWDC HOLDING INC. Adopted as of July 8, 2004 ARTICLE I Exhibit 3.2.6 BYLAWS OF MWDC HOLDING INC. Adopted as of July 8, 2004 ARTICLE I OFFICES SECTION 1.01. Registered Office. The registered office of the corporation in the State of Delaware shall be in the City of Wilmington, County of New Castle, and the name of its registered agent shall be The Corporation Trust Company. SECTION 1.02. Other Offices. The corporation may also have offices at such othe |
|
| March 27, 2015 |
TMW VENTURES, INC. Adopted as of May 7, 2003 ARTICLE I Exhibit 3.2.7 BYLAWS OF TMW VENTURES, INC. Adopted as of May 7, 2003 ARTICLE I OFFICES SECTION 1.01. Registered Office. The registered office of the corporation in the State of Delaware shall be in the City of Wilmington, County of New Castle, and the name of its registered agent shall be The Corporation Trust Company. SECTION 1.02. Other Offices. The corporation may also have offices at such othe |
|
| March 27, 2015 |
EX-99.2 40 a2223841zex-992.htm EX-99.2 QuickLinks - Click here to rapidly navigate through this document Exhibit 99.2 THE MEN'S WEARHOUSE, INC. Offer to Exchange Up to $600,000,000 in principal amount of 7.00% Senior Notes due 2022 for $600,000,000 in principal amount of 7.00% Senior Notes due 2022 To Our Clients: Enclosed for your consideration is a Prospectus, dated , 2015 (as the same may be am |
|
| March 27, 2015 |
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TMW PURCHASING LLC EX-3.2.5 21 a2223841zex-325.htm EX-3.2.5 Exhibit 3.2.5 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TMW PURCHASING LLC This Amended and Restated Limited Liability Company Agreement (this “Agreement”) of TMW Purchasing LLC, is entered into by TMW Merchants LLC, a Delaware limited liability company, and with respect to Section 16, The Men’s Wearhouse, Inc., a Texas corporation (the “O |
|
| March 27, 2015 |
AMENDED AND RESTATED BYLAWS NASHAWENA MILLS CORP. Adopted as of March 19, 2015 ARTICLE I EX-3.2.11 27 a2223841zex-3211.htm EX-3.2.11 Exhibit 3.2.11 AMENDED AND RESTATED BYLAWS OF NASHAWENA MILLS CORP. Adopted as of March 19, 2015 ARTICLE I OFFICES SECTION 1.01. Registered Office. The registered office of the corporation in the Commonwealth of Massachusetts shall be located in the City of New Bedford, County of Bristol, Commonwealth of Massachusetts. SECTION 1.02. Other Offices. The co |
|
| March 27, 2015 |
BYLAWS BLAZER MERGER SUB INC. Adopted as of July 16, 2013 ARTICLE I Exhibit 3.2.9 BYLAWS OF BLAZER MERGER SUB INC. Adopted as of July 16, 2013 ARTICLE I OFFICES SECTION 1.01. Registered Office. The registered office of the corporation in the State of Delaware shall be in the City of Wilmington, County of New Castle, and the name of its registered agent shall be The Corporation Trust Company. SECTION 1.02. Other Offices. The corporation may also have offices at suc |
|
| March 27, 2015 |
EX-99.3 41 a2223841zex-993.htm EX-99.3 QuickLinks - Click here to rapidly navigate through this document Exhibit 99.3 THE MEN'S WEARHOUSE, INC. Offer to Exchange Up to $600,000,000 in principal amount of 7.00% Senior Notes due 2022 for $600,000,000 in principal amount of 7.00% Senior Notes due 2022 To Securities Dealers, Commercial Banks, Trust Companies and Other Nominees: Enclosed for your consi |
|
| March 27, 2015 |
RENWICK TECHNOLOGIES, INC. ADOPTED ON DECEMBER 22, 1997 ARTICLE I EX-3.2.3 19 a2223841zex-323.htm EX-3.2.3 Exhibit 3.2.3 RENWICK TECHNOLOGIES, INC. ADOPTED ON DECEMBER 22, 1997 BY-LAWS ARTICLE I OFFICES Section 1.01. Principal Place of Business. The principal place of business of the corporation and the office of its transfer agent or registrar may be located outside the State of Texas. Section 1.02. Other Offices. The corporation may also have offices at such o |
|
| March 27, 2015 |
AMENDED AND RESTATED BYLAWS JA APPAREL CORP. Adopted as of March 19, 2015 ARTICLE I EX-3.2.10 26 a2223841zex-3210.htm EX-3.2.10 Exhibit 3.2.10 AMENDED AND RESTATED BYLAWS OF JA APPAREL CORP. Adopted as of March 19, 2015 ARTICLE I OFFICES SECTION 1.01. Registered Office. The registered office of the corporation in the State of Delaware shall be in the City of Wilmington, County of New Castle, and the name of its registered agent shall be The Corporation Trust Company. SECTION 1.02 |
|
| March 27, 2015 |
CERTIFICATE OF FORMATION TS SERVICING CO., LLC EX-3.1.19 17 a2223841zex-3119.htm EX-3.1.19 Exhibit 3.1.19 CERTIFICATE OF FORMATION OF TS SERVICING CO., LLC THIS CERTIFICATE OF FORMATION of TS SERVICING CO., LLC (the “Company”) is being executed by the undersigned for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act. FIRST: The name of the Company is: TS SERVICING CO., LLC SECOND: The Com |
|
| March 27, 2015 |
CERTIFICATE OF FORMATION TMW MERCHANTS LLC EX-3.1.6 4 a2223841zex-316.htm EX-3.1.6 Exhibit 3.1.6 CERTIFICATE OF FORMATION OF TMW MERCHANTS LLC This Certificate of Formation of TMW Merchants LLC (the “LLC”), dated January 4, 2000 is being duly executed and filed by Laura Ann Smith, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del.C. § 18-101, et seq.). FIRST. The name of th |
|
| March 27, 2015 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION JOS. A. BANK CLOTHIERS, INC. EX-3.1.17 15 a2223841zex-3117.htm EX-3.1.17 Exhibit 3.1.17 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF JOS. A. BANK CLOTHIERS, INC. First: The name of the Corporation is Jos. A. Bank Clothiers, Inc. (the “Corporation”). Second: The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street in the City of Wilmington, County of New Castle, 19801. The name |
|
| March 27, 2015 |
EX-12 35 a2223841zex-12.htm EX-12 Exhibit 12 The Men’s Wearhouse, Inc. Computation of Ratio of Earnings to Fixed Charges (In thousands, except ratio data) Fiscal Year Ended(1) January 31, 2015 February 1, 2014 February 2, 2013 January 28, 2012 January 29, 2011 Earnings Earnings before income taxes $ 5,376 $ 126,808 $ 197,672 $ 184,410 $ 100,530 Add: Fixed charges 145,771 61,244 57,454 55,939 54,81 |
|
| March 27, 2015 |
As filed with the Securities and Exchange Commission on March 27, 2015 S-4 1 a2223841zs-4.htm S-4 Use these links to rapidly review the document Table of Contents Table of Contents 2 Table of Contents As filed with the Securities and Exchange Commission on March 27, 2015 Registration No. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 THE MEN'S WEARHOUSE, INC. Subsidiary Guarantors Listed on S |
|
| March 27, 2015 |
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT TS SERVICING CO., LLC EX-3.2.17 33 a2223841zex-3217.htm EX-3.2.17 Exhibit 3.2.17 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TS SERVICING CO., LLC This Amended and Restated Limited Liability Company Agreement (this “Agreement”) of TS Servicing Co., LLC (the “Company”), is entered into by Jos. A. Bank Clothiers, Inc., the sole Member of the Company. WHEREAS, the Company was originally formed under the De |
|
| March 27, 2015 |
EX-3.1.16 14 a2223841zex-3116.htm EX-3.1.16 Exhibit 3.1.16 Conformed Copy to Reflect Amendments Made Through October 31, 2013 CERTIFICATE OF FORMATION OF JA APPAREL, LLC Under Section 18-201 of the Delaware Limited Liability Company Act: 1. Name. The name of the limited liability company is JA Apparel, LLC. 2. Registered Office; Agent. The address of the registered office in the State of Delaware |
|
| March 27, 2015 |
BYLAWS JAVA CORP. Adopted as of October 14, 2013 ARTICLE I Exhibit 3.2.15 BYLAWS OF JAVA CORP. Adopted as of October 14, 2013 ARTICLE I OFFICES SECTION 1.01. Registered Office. The registered office of the corporation in the State of Delaware shall be in the City of Wilmington, County of New Castle, and the name of its registered agent shall be The Corporation Trust Company. SECTION 1.02. Other Offices. The corporation may also have offices at such other |
|
| March 27, 2015 |
K&G MEN’S COMPANY INC. Adopted as of January 4, 2000 ARTICLE I EX-3.2.8 24 a2223841zex-328.htm EX-3.2.8 Exhibit 3.2.8 BYLAWS OF K&G MEN’S COMPANY INC. Adopted as of January 4, 2000 ARTICLE I OFFICES SECTION 1.01. Registered Office. The registered office of the corporation in the State of Delaware shall be in the City of Wilmington, County of New Castle, and the name of its registered agent shall be The Corporation Trust Company. SECTION 1.02. Other Offices. T |
|
| March 27, 2015 |
AMENDED AND RESTATED BYLAWS EDERA INC. Adopted as of March 19, 2015 ARTICLE I EX-3.2.12 28 a2223841zex-3212.htm EX-3.2.12 Exhibit 3.2.12 AMENDED AND RESTATED BYLAWS OF EDERA INC. Adopted as of March 19, 2015 ARTICLE I OFFICES SECTION 1.01. Registered Office. The registered office of the Corporation in the State of New York shall be in the City of New York, County of New York, and the name of its registered agent shall be The Corporation Trust Company. SECTION 1.02. Other Of |
|
| March 27, 2015 |
CERTIFICATE OF INCORPORATION MWDC HOLDING INC. Exhibit 3.1.8 CERTIFICATE OF INCORPORATION MWDC HOLDING INC. First: The name of the Corporation is MWDC Holding Inc. Second: The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street in the City of Wilmington, County of New Castle. The name of the Corporation’s registered agent at such address is The Corporation Trust Company. Third: The nature of the busine |
|
| March 27, 2015 |
AMENDED AND RESTATED BYLAWS JOSEPH ABBOUD MANUFACTURING CORP. Adopted as of March 19, 2015 ARTICLE I EX-3.2.13 29 a2223841zex-3213.htm EX-3.2.13 Exhibit 3.2.13 AMENDED AND RESTATED BYLAWS OF JOSEPH ABBOUD MANUFACTURING CORP. Adopted as of March 19, 2015 ARTICLE I OFFICES SECTION 1.01. Registered Office. The registered office of the corporation in the State of Delaware shall be in the City of Wilmington, County of New Castle, and the name of its registered agent shall be The Corporation Trust Comp |
|
| March 27, 2015 |
TABLE OF CONTENTS TWIN HILL ACQUISITION COMPANY, INC. EX-3.2.2 18 a2223841zex-322.htm EX-3.2.2 Exhibit 3.2.2 TABLE OF CONTENTS TO BYLAWS OF TWIN HILL ACQUISITION COMPANY, INC. ARTICLES SECTION AND TITLE 1. OFFICES 1.01 Principal Office 1.02 Other Offices 2. MEETINGS OF SHAREHOLDERS 2.01 Place of Meetings 2.02 Annual Meetings 2.03 Special Meetings 2.04 Notice of Shareholders’ Meetings 2.05 Manner of Giving Notice; Affidavit of Notice 2.06 Quorum 2.07 |
|
| June 30, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 000-23874 Jos. A. Bank Clothiers, Inc. (Exact name of registrant as specifie |
|
| June 19, 2014 |
As filed with the Securities and Exchange Commission on June 19, 2014 Registration No. |
|
| June 19, 2014 |
As filed with the Securities and Exchange Commission on June 19, 2014 Registration No. |
|
| June 19, 2014 |
S-8 POS 1 a14-156025s8pos.htm S-8 POS As filed with the Securities and Exchange Commission on June 19, 2014 Registration No. 333-166068 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-166068 UNDER THE SECURITIES ACT OF 1933 JOS. A. BANK CLOTHIERS, INC. (Exact Name of Registrant as Specified in its Cha |
|
| June 19, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 18, 2014 Jos. A. Bank Clothiers, Inc. (Exact Name of registrant as specified in its charter) Delaware 0-23874 36-3189198 (State or other jurisdiction of incorporation or organiza |
|
| June 19, 2014 |
As filed with the Securities and Exchange Commission on June 19, 2014 Registration No. |
|
| June 19, 2014 |
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION JOS. A. BANK CLOTHIERS, INC. EX-3.1 2 a14-156431ex3d1.htm EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF JOS. A. BANK CLOTHIERS, INC. First: The name of the Corporation is Jos. A. Bank Clothiers, Inc. (the “Corporation”). Second: The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street in the City of Wilmington, County of New Castle, 19801. The name of the Corp |
|
| June 19, 2014 |
As filed with the Securities and Exchange Commission on June 19, 2014 Registration No. |
|
| June 19, 2014 |
AMENDED AND RESTATED JOS. A. BANK CLOTHIERS, INC. June 18, 2014 ARTICLE I Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF JOS. A. BANK CLOTHIERS, INC. June 18, 2014 ARTICLE I OFFICES SECTION 1.01. Registered Office. The registered office of the corporation in the State of Delaware shall be in the City of Wilmington, County of New Castle, and the name of its registered agent shall be The Corporation Trust Company. SECTION 1.02. Other Offices. The corporation may also have off |
|
| June 19, 2014 |
S-8 POS 1 a14-156024s8pos.htm S-8 POS As filed with the Securities and Exchange Commission on June 19, 2014 Registration No. 333-103962 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-103962 UNDER THE SECURITIES ACT OF 1933 JOS. A. BANK CLOTHIERS, INC. (Exact Name of Registrant as Specified in its Cha |
|
| June 18, 2014 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 26) JOS. A. BANK CLOTHIERS, INC. (Name of Subject Company) JOS. A. BANK CLOTHIERS, INC. (Name of Person(s) Filing Statement) COMMON STOCK, $0.01 PAR VALUE (Title of Class of Securities) 480838101 ( |
|
| June 18, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO/A (RULE 14d-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 18) Jos. A. Bank Clothiers, Inc. (Name of Subject Company) Java Corp. (Offeror) The Men’s Wearhouse, Inc. (Parent of Offeror) (Names of Filing Persons) COMMON STOCK, $0.01 PAR VALUE |
|
| June 18, 2014 |
MEN’S WEARHOUSE COMPLETES ACQUISITION OF JOS. A. BANK EX-99.(A)(5)(Y) 2 a14-112839ex99da5y.htm EX-99.(A)(5)(Y) Exhibit (a)(5)(Y) FOR IMMEDIATE RELEASE MEN’S WEARHOUSE COMPLETES ACQUISITION OF JOS. A. BANK FREMONT, Calif., June 18, 2014 — The Men’s Wearhouse (NYSE: MW) today announced the successful completion of its acquisition of Jos. A. Bank Clothiers, Inc. (Nasdaq: JOSB). The acquisition was effected through the previously announced all-cash tende |
|
| June 11, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO/A (RULE 14d-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 17) Jos. A. Bank Clothiers, Inc. (Name of Subject Company) Java Corp. (Offeror) The Men’s Wearhouse, Inc. (Parent of Offeror) (Names of Filing Persons) COMMON STOCK, $0.01 PAR VALUE |
|
| June 11, 2014 |
Exhibit (a)(5)(X) FOR IMMEDIATE RELEASE Men’s Wearhouse Announces Waiver of Marketing Period Condition Tender Offer to Expire at Midnight on Tuesday, June 17, 2014 FREMONT, Calif. |
|
| June 11, 2014 |
SC 14D9/A 1 a14-100079sc14d9a.htm SC 14D9/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 25) JOS. A. BANK CLOTHIERS, INC. (Name of Subject Company) JOS. A. BANK CLOTHIERS, INC. (Name of Person(s) Filing Statement) COMMON STOCK, $0.01 PAR VALU |
|
| June 6, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO/A (RULE 14d-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 16) Jos. A. Bank Clothiers, Inc. (Name of Subject Company) Java Corp. (Offeror) The Men’s Wearhouse, Inc. (Parent of Offeror) (Names of Filing Persons) COMMON STOCK, $0.01 PAR VALUE |
|
| June 6, 2014 |
- TENDER OFFER SOLICITATION / RECOMMENDATION STATEMENTS FILED UNDER RULE 14D-9 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 24) JOS. A. BANK CLOTHIERS, INC. (Name of Subject Company) JOS. A. BANK CLOTHIERS, INC. (Name of Person(s) Filing Statement) COMMON STOCK, $0.01 PAR VALUE (Title of Class of Securities) 480838101 ( |
|
| June 6, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 3, 2014 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-23874 Jos. |
|
| June 6, 2014 |
EXPIRATION DATE OF MEN’S WEARHOUSE TENDER OFFER EXTENDED TO JUNE 19, 2014 Exhibit (a)(5)(W) FOR IMMEDIATE RELEASE EXPIRATION DATE OF MEN’S WEARHOUSE TENDER OFFER EXTENDED TO JUNE 19, 2014 FREMONT, Calif. |
|
| June 6, 2014 |
EX-99.(A)(23) 2 a14-100078ex99da23.htm EX-99.(A)(23) Exhibit (a)(23) June 4, 2014 Dear Jos. A. Bank Clothiers, Inc. Stockholders: We are writing to update you on the status of the pending acquisition of Jos. A. Bank Clothiers, Inc. (“JOSB”) by The Men’s Wearhouse, Inc. (“MW”). That transaction, pursuant to a merger agreement signed on March 11, 2014, is proceeding in two steps: first, an ongoing t |
|
| June 6, 2014 |
Jos. A. Bank Reports Results for First Quarter of Fiscal Year 2014 EXHIBIT 99.1 Jos. A. Bank Reports Results for First Quarter of Fiscal Year 2014 Adjusted Earnings Per Share Increased 10.3% for the Quarter Total Sales Up 10.9%; Comparable Brand Sales Up 8.4% HAMPSTEAD, Md., June 6, 2014 (GLOBE NEWSWIRE) - Jos. A. Bank Clothiers, Inc. (Nasdaq:JOSB) (the "Company" or "Jos. A. Bank") today announced that adjusted earnings per diluted share were $.32 for the first q |
|
| June 6, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 document.htm FORM 8-K FILING DOCUMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2014 Jos A. Bank Clothiers, Inc. (Exact name of registrant as specified in its charter) Delaware 0-23874 36-3189198 (State or other |
|
| June 4, 2014 |
- STATEMENT REGARDING CHANGE IN MAJORITY OF DIRECTORS PURSUANT TO RULE 14F-1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14F-1 INFORMATION STATEMENT PURSUANT TO SECTION 14(F) OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 14f-1 THEREUNDER JOS. |
|
| June 3, 2014 |
Financial Statements and Exhibits, Other Events - FORM 8-K FILING DOCUMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2014 Jos A. Bank Clothiers, Inc. (Exact name of registrant as specified in its charter) Delaware 0-23874 36-3189198 (State or other jurisdiction of incorporation) (Commission |
|
| June 3, 2014 |
Jos. A. Bank Announces Q1 of Fiscal Year 2014 Earnings Release and Form 10-Q Filing Schedule EXHIBIT 99.1 Jos. A. Bank Announces Q1 of Fiscal Year 2014 Earnings Release and Form 10-Q Filing Schedule HAMPSTEAD, Md., June 3, 2014 (GLOBE NEWSWIRE) - Jos. A. Bank Clothiers (Nasdaq:JOSB) today announced that the Company expects to issue its first quarter of fiscal year 2014 earnings release and expects to file its Quarterly Report on Form 10-Q for the same period on Friday June 6, 2014, after |
|
| June 2, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report JOS. A. BANK CLOTHIERS, INC. (Exact name of registrant as specified in its charter) Delaware 0-23874 36-3189198 (State or other jurisdiction (Commission File Number) (IRS Employer Identification No.) of incorporation or organization) 500 Hanover Pike, Hampstead, MD 21074 (Address of princi |
|
| May 30, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO/A (RULE 14d-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 15) Jos. A. Bank Clothiers, Inc. (Name of Subject Company) Java Corp. (Offeror) The Men’s Wearhouse, Inc. (Parent of Offeror) (Names of Filing Persons) COMMON STOCK, $0.01 PAR VALUE |
|
| May 30, 2014 |
Men’s Wearhouse Announces Termination of HSR Act Waiting Period Exhibit (a)(5)(V) FOR IMMEDIATE RELEASE Men’s Wearhouse Announces Termination of HSR Act Waiting Period FREMONT, Calif. |
|
| May 30, 2014 |
- TENDER OFFER SOLICITATION / RECOMMENDATION STATEMENTS FILED UNDER RULE 14D-9 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 23) JOS. A. BANK CLOTHIERS, INC. (Name of Subject Company) JOS. A. BANK CLOTHIERS, INC. (Name of Person(s) Filing Statement) COMMON STOCK, $0.01 PAR VALUE (Title of Class of Securities) 480838101 ( |
|
| May 30, 2014 |
Jos. A. Bank Announces Termination of HSR Act Waiting Period Exhibit (a)(22) Jos. A. Bank Announces Termination of HSR Act Waiting Period HAMPSTEAD, Md., May 30, 2014 — Jos. A. Bank Clothiers (Nasdaq: JOSB) today announced that the Federal Trade Commission has granted termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (“HSR Act”) applicable to The Men’s Wearhouse’s (NYSE: MW) proposed acquisition of |
|
| May 22, 2014 |
SC TO-T/A 1 a14-112835sctota.htm SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO/A (RULE 14d-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 14) Jos. A. Bank Clothiers, Inc. (Name of Subject Company) Java Corp. (Offeror) The Men’s Wearhouse, Inc. (Parent of Offeror) (Names of Fi |
|
| May 22, 2014 |
- AMENDMENT TO TENDER OFFER SOLICITATION / RECOMMENDATION STATEMENTS FILED UNDER RULE 14D-9 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 22) JOS. A. BANK CLOTHIERS, INC. (Name of Subject Company) JOS. A. BANK CLOTHIERS, INC. (Name of Person(s) Filing Statement) COMMON STOCK, $0.01 PAR VALUE (Title of Class of Securities) 480838101 ( |
|
| May 22, 2014 |
EXPIRATION DATE OF MEN’S WEARHOUSE TENDER OFFER EXTENDED TO JUNE 5, 2014 EX-99.(A)(5)(U) 2 a14-112835ex99da5u.htm EX-99.(A)(5)(U) Exhibit (a)(5)(U) FOR IMMEDIATE RELEASE EXPIRATION DATE OF MEN’S WEARHOUSE TENDER OFFER EXTENDED TO JUNE 5, 2014 FREMONT, Calif., May 22, 2014 — The Men’s Wearhouse (NYSE: MW) announced today that in accordance with the terms of its merger agreement with Jos. A. Bank Clothiers, Inc. (Nasdaq: JOSB), it has extended its all-cash tender offer f |
|
| May 9, 2014 |
FOURTH AMENDMENT TO CONSULTING AGREEMENT Exhibit 10.7(e) FOURTH AMENDMENT TO CONSULTING AGREEMENT THIS FOURTH AMENDMENT (this "Amendment") is made as of the 8th day of May, 2014 to that certain CONSULTING AGREEMENT, dated as of September 9, 2008, as amended (the "Consulting Agreement"), by JOS. A. BANK CLOTHIERS, INC. (the "Client") and ROBERT N. WILDRICK ("Consultant"). FOR GOOD AND VALUABLE CONSIDERATION, the receipt and adequacy of wh |
|
| May 9, 2014 |
10-K/A 1 josbfy201310-kxa.htm 10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K/A Amendment No. 1 (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended February 1, 2014. o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from t |
|
| May 8, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO/A (RULE 14d-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 13) Jos. A. Bank Clothiers, Inc. (Name of Subject Company) Java Corp. (Offeror) The Men’s Wearhouse, Inc. (Parent of Offeror) (Names of Filing Persons) COMMON STOCK, $0.01 PAR VALUE |
|
| May 8, 2014 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 21) JOS. A. BANK CLOTHIERS, INC. (Name of Subject Company) JOS. A. BANK CLOTHIERS, INC. (Name of Person(s) Filing Statement) COMMON STOCK, $0.01 PAR VALUE (Title of Class of Securities) 480838101 ( |
|
| May 8, 2014 |
EXPIRATION DATE OF MEN’S WEARHOUSE TENDER OFFER EXTENDED TO MAY 21, 2014 Exhibit (a)(5)(T) FOR IMMEDIATE RELEASE EXPIRATION DATE OF MEN’S WEARHOUSE TENDER OFFER EXTENDED TO MAY 21, 2014 FREMONT, Calif. |
|
| April 24, 2014 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 20) JOS. A. BANK CLOTHIERS, INC. (Name of Subject Company) JOS. A. BANK CLOTHIERS, INC. (Name of Person(s) Filing Statement) COMMON STOCK, $0.01 PAR VALUE (Title of Class of Securities) 480838101 ( |
|
| April 24, 2014 |
EXPIRATION DATE OF MEN’S WEARHOUSE TENDER OFFER EXTENDED TO MAY 7, 2014 Exhibit (a)(5)(S) FOR IMMEDIATE RELEASE EXPIRATION DATE OF MEN’S WEARHOUSE TENDER OFFER EXTENDED TO MAY 7, 2014 FREMONT, Calif. |
|
| April 24, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO/A (RULE 14d-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 12) Jos. A. Bank Clothiers, Inc. (Name of Subject Company) Java Corp. (Offeror) The Men’s Wearhouse, Inc. (Parent of Offeror) (Names of Filing Persons) COMMON STOCK, $0.01 PAR VALUE |
|
| April 10, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO/A (RULE 14d-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 11) Jos. A. Bank Clothiers, Inc. (Name of Subject Company) Java Corp. (Offeror) The Men’s Wearhouse, Inc. (Parent of Offeror) (Names of Filing Persons) COMMON STOCK, $0.01 PAR VALUE |
|
| April 10, 2014 |
- AMENDMENT TO TENDER OFFER SOLICITATION / RECOMMENDATION STATEMENTS FILED UNDER RULE 14D-9 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 19) JOS. A. BANK CLOTHIERS, INC. (Name of Subject Company) JOS. A. BANK CLOTHIERS, INC. (Name of Person(s) Filing Statement) COMMON STOCK, $0.01 PAR VALUE (Title of Class of Securities) 480838101 ( |
|
| April 10, 2014 |
EXPIRATION DATE OF MEN’S WEARHOUSE TENDER OFFER EXTENDED TO APRIL 23, 2014 Exhibit (a)(5)(R) FOR IMMEDIATE RELEASE EXPIRATION DATE OF MEN’S WEARHOUSE TENDER OFFER EXTENDED TO APRIL 23, 2014 FREMONT, Calif. |
|
| April 10, 2014 |
DIRECT DIAL (212) 735-2322 DIRECT FAX (917) 777-2322 EMAIL ADDRESS [email protected] SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP FOUR TIMES SQUARE NEW YORK 10036-6522 TEL: (212) 735-3000 FAX: (212) 735-2000 www.skadden.com April 10, 2014 FIRM/AFFILIATE OFFICES BOSTON CHICAGO HOUSTON LOS ANGELES PALO ALTO WASHINGTON, D.C. WILMINGTON BEIJING BRUSSELS FRANKFURT HONG KONG LONDON MOSCOW MUNICH PARI |
|
| April 10, 2014 |
Men’s Wearhouse Extends Tender Offer to Acquire Jos. A. Bank Exhibit (a)(5)(Q) FOR IMMEDIATE RELEASE Men’s Wearhouse Extends Tender Offer to Acquire Jos. |
|
| April 4, 2014 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 18) JOS. A. BANK CLOTHIERS, INC. (Name of Subject Company) JOS. A. BANK CLOTHIERS, INC. (Name of Person(s) Filing Statement) COMMON STOCK, $0.01 PAR VALUE (Title of Class of Securities) 480838101 ( |
|
| April 2, 2014 |
Execution Copy Exhibit 10.27 COLLECTIVE BARGAINING AGREEMENT BETWEEN LOCAL 340, NEW YORK NEW JERSEY REGIONAL JOINT BOARD, WORKERS UNITED and JOS. A. BANK CLOTHIERS, INC. JUNE 1, 2013 - APRIL 30, 2016 15765599v.1 Execution Copy Table of Contents Page ARTICLE I: RECOGNITION 1 ARTICLE II: UNION SECURITY 2 ARTICLE III: CHECK-OFF 2 ARTICLE IV: MANAGEMENT RIGHTS 3 ARTICLE V: SENIORITY 3 ARTICLE VI: LAYO |
|
| April 2, 2014 |
Exhibit 10.15(m) INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made this day of January, 2014, by and between JOS. A. BANK CLOTHIERS, INC., a Delaware corporation (the “Company”), and BYRON L. BERGREN (“Indemnitee”). WHEREAS, at the request of the Company, Indemnitee currently serves as a director of the Company and may, therefore, be subjected to claims, suits or proce |
|
| April 2, 2014 |
10-K 1 josbfy201310-k.htm 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXHANGE ACT OF 1934 For the fiscal year ended February 1, 2014. o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Numbe |
|
| April 2, 2014 |
Jos. A. Bank Reports Results for Fourth Quarter of Fiscal Year 2013 EX-99 2 newsrelease.htm PRESS RELEASE EXHIBIT 99.1 Jos. A. Bank Reports Results for Fourth Quarter of Fiscal Year 2013 Adjusted Earnings Per Share Increased 9% for the Quarter Sales Trends, Which Were Positive in Q4, Also Up in February and March HAMPSTEAD, Md., April 2, 2014 (GLOBE NEWSWIRE) - Jos. A. Bank Clothiers, Inc. (Nasdaq:JOSB) (the "Company") today announced that adjusted earnings per di |
|
| April 2, 2014 |
JOS. A. BANK CLOTHIERS, INC. TRANSACTION RETENTION PLAN Exhibit 10.25 JOS. A. BANK CLOTHIERS, INC. TRANSACTION RETENTION PLAN 1. Purpose. The Plan has been established by the Company for the purpose of encouraging key associates to remain in the employ of the Company in connection with the transaction between the Company and The Men’s Wearhouse, Inc. 2. Definitions. For purposes of the Plan: (a) “Affiliate” shall mean, with respect to the Company, any |
|
| April 2, 2014 |
Summary of 2013 and 2014 Cash and Equity Incentive Programs Exhibit 10.2 Summary of 2013 and 2014 Cash and Equity Incentive Programs Cash Incentive Programs The Company's Compensation Committee established for the Executive Officers the 2013 Cash Incentive Program and the 2014 Cash Incentive Program (the “Cash Incentive Program”), pursuant to the Cash Incentive Plan. The Cash Incentive Programs permit the Company to grant “performance-based compensation” w |
|
| April 2, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 document.htm FORM 8-K FILING DOCUMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 2, 2014 Jos A. Bank Clothiers, Inc. (Exact name of registrant as specified in its charter) Delaware 0-23874 36-3189198 (State or othe |
|
| March 20, 2014 |
QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(N) SECOND AMENDED AND RESTATED NOTICE OF GUARANTEED DELIVERY To Tender Shares of Common Stock (Including the Associated Preferred Share Purchase Rights) of Jos. |
|
| March 20, 2014 |
QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(L) Second Amended and Restated Offer to Purchase for Cash All Outstanding Shares of Common Stock (Including the Associated Preferred Share Purchase Rights) of Jos. |
|
| March 20, 2014 |
J.P. Morgan BofA Merrill Lynch QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(O) J. |
|
| March 20, 2014 |
QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
|
| March 20, 2014 |
QuickLinks - Click here to rapidly navigate through this document SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. |
|
| March 20, 2014 |
QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(M) SECOND AMENDED AND RESTATED LETTER OF TRANSMITTAL To Tender Shares of Common Stock (Including the Associated Preferred Share Purchase Rights) of Jos. |
|
| March 20, 2014 |
EX-99.(A)(1)(P) 6 a2218526zex-99a1p.htm EX-99.(A)(1)(P) QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(P) Second Amended and Restated Offer to Purchase for Cash All Outstanding Shares of Common Stock (Including the Associated Preferred Share Purchase Rights) of Jos. A. Bank Clothiers, Inc. at $65.00 Net Per Share by Java Corp. a wholly owned subsidiary of The Men' |
|
| March 14, 2014 |
Chairman’s Transition Arrangement Binding Agreement to Terms EX-10.1 2 t1400448ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 March 11, 2014 Chairman’s Transition Arrangement Binding Agreement to Terms This Term Sheet sets forth the agreement of Robert N. Wildrick (the “Consultant”), Jos. A. Bank Clothiers, Inc. (the “Company”) and The Men’s Wearhouse, Inc. (“Parent” and together the Consultant and the Company, the “Parties”) with respect to the entitlements of the C |
|
| March 14, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 14, 2014 (March 11, 2014) Jos. A. Bank Clothiers, Inc. (Exact Name of registrant as specified in its charter) Delaware 0-23874 36-3189198 (State or other jurisdiction of incorpo |
|
| March 13, 2014 |
Skadden, Arps, Slate, Meagher & Flom llp Four Times Square New York 10036-6522 DIRECT DIAL (212) 735-2322 DIRECT FAX (917) 777-2322 EMAIL ADDRESS Paul. |
|
| March 13, 2014 |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE Exhibit (a)(20) IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE EMINENCE CAPITAL, LLC, Directly and ) Derivatively on Behalf of Jos. |
|
| March 13, 2014 |
- AMENDMENT NO. 16 TO SCHEDULE 14D-9 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 16) JOS. A. BANK CLOTHIERS, INC. (Name of Subject Company) JOS. A. BANK CLOTHIERS, INC. (Name of Person(s) Filing Statement) COMMON STOCK, $0.01 PAR VALUE (Title of Class of Securities) 480838101 ( |
|
| March 13, 2014 |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE Exhibit (a)(21) IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE THE MEN’S WEARHOUSE, INC. |
|
| March 12, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A/A Amendment No. 3 to Form 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934 JOS. A. BANK CLOTHIERS, INC. (Exact name of registrant as specified in its charter) Delaware (State of incorporation or organization) 36-3189198 (IRS Employer Identifi |
|
| March 12, 2014 |
- AMENDMENT NO. 7 TO SCHEDULE TO UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO/A (Amendment No. 7) (RULE 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 JOS. A. BANK CLOTHIERS, INC. (Name of Subject Company (Issuer)) JOS. A. BANK CLOTHIERS, INC. (ISSUER) (Names of Filing Persons (Issuer and Offeror)) COMMON STOCK, PAR VALUE $0.01 PER S |
|
| March 11, 2014 |
EX-2.1 2 t1400409ex2-1.htm EXHIBIT 2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER BY AND AMONG THE MEN’S WEARHOUSE, INC., JAVA CORP. AND JOS. A. BANK CLOTHIERS, INC. DATED AS OF MARCH 11, 2014 TABLE OF CONTENTS Page ARTICLE I THE OFFER Section 1.1 The Offer 2 Section 1.2 Company Actions 5 Section 1.3 Directors 6 ARTICLE II THE MERGER Section 2.1 The Merger 7 Section 2.2 Closing; Ef |
|
| March 11, 2014 |
EX-99.(A)(5)(O) 2 a14-112827ex99da5o.htm EX-99.(A)(5)(O) Exhibit (a)(5)(O) FOR IMMEDIATE RELEASE MEN’S WEARHOUSE TO ACQUIRE JOS. A. BANK FOR $65.00 PER SHARE IN CASH Creates Leading Men’s Apparel Retailer with Enhanced Scale and a Broadened Customer Reach Expects $100-$150 Million of Run-Rate Annual Synergies Men’s Wearhouse Looks Forward to Working with Strong Jos. A. Bank Management Team and Tal |
|
| March 11, 2014 |
Exhibit 99.1 FOR IMMEDIATE RELEASE MEN’S WEARHOUSE TO ACQUIRE JOS. A. BANK FOR $65.00 PER SHARE IN CASH Creates Leading Men’s Apparel Retailer with Enhanced Scale and a Broadened Customer Reach Expects $100-$150 Million of Run-Rate Annual Synergies Men’s Wearhouse Looks Forward to Working with Strong Jos. A. Bank Management Team and Talented Employees Extends Tender Offer to 5:00 p.m. on Wednesday |
|
| March 11, 2014 |
EXPIRATION DATE OF MEN’S WEARHOUSE TENDER OFFER EXTENDED TO MARCH 19, 2014 Exhibit (a)(5)(P) FOR IMMEDIATE RELEASE EXPIRATION DATE OF MEN’S WEARHOUSE TENDER OFFER EXTENDED TO MARCH 19, 2014 FREMONT, Calif. |
|
| March 11, 2014 |
AMENDMENT NO. 3 TO RIGHTS AGREEMENT Exhibit 4.1 AMENDMENT NO. 3 TO RIGHTS AGREEMENT THIS AMENDMENT NO. 3 TO RIGHTS AGREEMENT (this “Amendment”), dated as of March 11, 2014, by and between JOS. A. BANK CLOTHIERS, INC., a Delaware corporation (the “Company”), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, (“Rights Agent”), is made with reference to the following facts: A. The Company and the Rights Agent entered into that certain Rig |
|
| March 11, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO/A (RULE 14d-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 9) Jos. A. Bank Clothiers, Inc. (Name of Subject Company) Java Corp. (Offeror) The Men’s Wearhouse, Inc. (Parent of Offeror) (Names of Filing Persons) COMMON STOCK, $0.01 PAR VALUE |
|
| March 11, 2014 |
Exhibit (d)(1) EXECUTION VERSION AGREEMENT AND PLAN OF MERGER BY AND AMONG THE MEN’S WEARHOUSE, INC. |
|
| March 11, 2014 |
Regulation FD Disclosure, Financial Statements and Exhibits - FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 11, 2014 Jos. A. Bank Clothiers, Inc. (Exact Name of registrant as specified in its charter) Delaware 0-23874 36-3189198 (State or other jurisdiction of incorporation or organiz |
|
| March 11, 2014 |
- AMENDMENT NO. 14 TO SCHEDULE 14D-9 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 14) JOS. A. BANK CLOTHIERS, INC. (Name of Subject Company) JOS. A. BANK CLOTHIERS, INC. (Name of Person(s) Filing Statement) COMMON STOCK, $0.01 PAR VALUE (Title of Class of Securitie |
|
| March 11, 2014 |
- AMENDMENT NO. 15 TO SCHEDULE 14D-9 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 15) JOS. A. BANK CLOTHIERS, INC. (Name of Subject Company) JOS. A. BANK CLOTHIERS, INC. (Name of Person(s) Filing Statement) COMMON STOCK, $0.01 PAR VALUE (Title of Class of Securities) 480838101 ( |
|
| March 11, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 11, 2014 Jos. A. Bank Clothiers, Inc. (Exact Name of registrant as specified in its charter) Delaware 0-23874 36-3189198 (State or other jurisdiction of incorporation or organiz |
|
| March 5, 2014 |
- AMENDMENT NO. 6 TO SCHEDULE TO SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO/A (Amendment No. 6) (RULE 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 JOS. A. BANK CLOTHIERS, INC. (Name of Subject Company (Issuer)) JOS. A. BANK CLOTHIERS, INC. (ISSUER) (Names of Filing Persons (Issuer and Offeror)) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of |
|
| March 5, 2014 |
- AMENDMENT NO. 13 TO SCHEDULE 14D-9 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 13) JOS. A. BANK CLOTHIERS, INC. (Name of Subject Company) JOS. A. BANK CLOTHIERS, INC. (Name of Person(s) Filing Statement) COMMON STOCK, $0.01 PAR VALUE (Title of Class of Securities) 480838101 ( |
|
| March 5, 2014 |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE Exhibit (a)(18) IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE STATE-BOSTON RETIREMENT SYSTEM, ) on behalf of itself and all other similarly ) situated stockholders of Jos. |
|
| March 3, 2014 |
- AMENDMENT NO. 5 TO SCHEDULE TO SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO/A (Amendment No. 5) (RULE 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 JOS. A. BANK CLOTHIERS, INC. (Name of Subject Company (Issuer)) JOS. A. BANK CLOTHIERS, INC. (ISSUER) (Names of Filing Persons (Issuer and Offeror)) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of |
|
| March 3, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO/A (RULE 14d-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 8) Jos. A. Bank Clothiers, Inc. (Name of Subject Company) Java Corp. (Offeror) The Men’s Wearhouse, Inc. (Parent of Offeror) (Names of Filing Persons) COMMON STOCK, $0.01 PAR VALUE |
|
| March 3, 2014 |
MEN’S WEARHOUSE ANNOUNCES NON-DISCLOSURE AGREEMENT WITH JOS. A. BANK Exhibit (a)(5)(N) FOR IMMEDIATE RELEASE MEN’S WEARHOUSE ANNOUNCES NON-DISCLOSURE AGREEMENT WITH JOS. |
|
| March 3, 2014 |
- AMENDMENT NO. 12 TO SCHEDULE 14D-9 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 12) JOS. A. BANK CLOTHIERS, INC. (Name of Subject Company) JOS. A. BANK CLOTHIERS, INC. (Name of Person(s) Filing Statement) COMMON STOCK, $0.01 PAR VALUE (Title of Class of Securities) 480838101 ( |
|
| February 28, 2014 |
JOS. A. BANK CLOTHIERS, INC. 500 Hanover Pike Hampstead, Maryland 21074 February 28, 2014 Via Edgar Mr. Daniel F. Duchovny Special Counsel Office of Mergers and Acquisitions Securities and Exchange Commission 100 F. Street, N.E. Washington D.C. 20549-3628 Re: Jos. A. Bank Clothiers, Inc. Schedule TO Filed February 19, 2014, amended February 24, 2014 File No. 005-55471 Dear Mr. Duchovny: Jos. A. Ba |
|
| February 28, 2014 |
MEN’S WEARHOUSE WELCOMES JOS. A. BANK’S INVITATION TO CONDUCT DUE DILIGENCE Exhibit (a)(5)(M) FOR IMMEDIATE RELEASE MEN’S WEARHOUSE WELCOMES JOS. A. BANK’S INVITATION TO CONDUCT DUE DILIGENCE FREMONT, Calif., February 28, 2014 — The Men’s Wearhouse (NYSE: MW) today sent a letter to Robert N. Wildrick, Chairman of the Board of Jos. A. Bank Clothiers (Nasdaq: JOSB) in response to Jos. A. Bank’s announcement that it would be willing to meet with Men’s Wearhouse. The full tex |
|
| February 28, 2014 |
- AMENDMENT NO. 4 TO SCHEDULE TO SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO/A (Amendment No. 4) (RULE 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 JOS. A. BANK CLOTHIERS, INC. (Name of Subject Company (Issuer)) JOS. A. BANK CLOTHIERS, INC. (ISSUER) (Names of Filing Persons (Issuer and Offeror)) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of |
|
| February 28, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO/A (RULE 14d-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 7) Jos. A. Bank Clothiers, Inc. (Name of Subject Company) Java Corp. (Offeror) The Men’s Wearhouse, Inc. (Parent of Offeror) (Names of Filing Persons) COMMON STOCK, $0.01 PAR VALUE |
|
| February 27, 2014 |
- AMENDMENT NO. 11 TO SCHEDULE 14D-9 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 11) JOS. A. BANK CLOTHIERS, INC. (Name of Subject Company) JOS. A. BANK CLOTHIERS, INC. (Name of Person(s) Filing Statement) COMMON STOCK, $0.01 PAR VALUE (Title of Class of Securities) 480838101 ( |
|
| February 27, 2014 |
Exhibit (a)(17) Jos. A. Bank Board Rejects $63.50 Per Share Tender Offer; Agrees to Meet with The Men’s Wearhouse-Willing to Consider a Higher Price FTC Grants Early Termination of Hart-Scott Rodino Act Waiting Period for Jos. A. Bank’s Acquisition of Eddie Bauer HAMPSTEAD, MD. - (GLOBE NEWSWIRE), February 27, 2014 - Jos. A. Bank Clothiers, Inc. (NASDAQ: “JOSB”) (“Jos. A. Bank” or the “Company”) s |
|
| February 27, 2014 |
- AMENDMENT NO. 3 TO SCHEDULE TO SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO/A (Amendment No. 3) (RULE 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 JOS. A. BANK CLOTHIERS, INC. (Name of Subject Company (Issuer)) JOS. A. BANK CLOTHIERS, INC. (ISSUER) (Names of Filing Persons (Issuer and Offeror)) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of |
|
| February 26, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO/A (RULE 14d-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 6) Jos. A. Bank Clothiers, Inc. (Name of Subject Company) Java Corp. (Offeror) The Men’s Wearhouse, Inc. (Parent of Offeror) (Names of Filing Persons) COMMON STOCK, $0.01 PAR VALUE |
|
| February 26, 2014 |
EX-99.(A)(5)(L) 3 a14-112824ex99da5l.htm EX-99.(A)(5)(L) Exhibit (a)(5)(L) 1 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE EMINENCE CAPITAL, LLC, Directly and : Derivatively on Behalf of Jos. A. Bank : Clothiers, Inc., : : Plaintiff, : : v : Civil Action : No. 9241-VCL ROBERT N. WILDRICK, ANDREW A. GIORDANO,: BYRON L. BERGREN, R. NEAL BLACK, JAMES : H. FERSTL, WILLIAM E. HERRON, SIDNEY H.: RIT |
|
| February 26, 2014 |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE Exhibit (a)(5)(k) IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE THE MEN’S WEARHOUSE, INC. |
|
| February 26, 2014 |
- AMENDMENT NO. 10 TO SCHEDULE 14D-9 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 10) JOS. A. BANK CLOTHIERS, INC. (Name of Subject Company) JOS. A. BANK CLOTHIERS, INC. (Name of Person(s) Filing Statement) COMMON STOCK, $0.01 PAR VALUE (Title of Class of Securities) 480838101 ( |
|
| February 25, 2014 |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE EX-99.(A)(16) 2 t1400281ex-a16.htm EXHIBIT (A)(16) Exhibit (a)(16) IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE THE MEN’S WEARHOUSE, INC., ) ) Plaintiff, ) ) v. ) ) C.A. No. ROBERT N. WILDRICK, ANDREW A. ) GIORDANO, BYRON L. BERGREN, ) R. NEAL BLACK, JAMES H. FERSTL, ) WILLIAM E. HERRON, SIDNEY H. ) RITMAN, EVEREST HOLDINGS LLC, ) EVEREST TOPCO LLC, GOLDEN ) GATE PRIVATE EQUITY, INC., and ) J |
|
| February 25, 2014 |
- AMENDMENT NO. 2 TO SCHEDULE TO SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO/A (Amendment No. 2) (RULE 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 JOS. A. BANK CLOTHIERS, INC. (Name of Subject Company (Issuer)) JOS. A. BANK CLOTHIERS, INC. (ISSUER) (Names of Filing Persons (Issuer and Offeror)) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of |
|
| February 25, 2014 |
- AMENDMENT NO.9 TO SCHEDULE 14D-9 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 9) JOS. A. BANK CLOTHIERS, INC. (Name of Subject Company) JOS. A. BANK CLOTHIERS, INC. (Name of Person(s) Filing Statement) COMMON STOCK, $0.01 PAR VALUE (Title of Class of Securities) 480838101 (C |
|
| February 24, 2014 |
QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(G) Amended and Restated Offer to Purchase for Cash All Outstanding Shares of Common Stock (Including the Associated Preferred Share Purchase Rights) of Jos. |
|
| February 24, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin |
|
| February 24, 2014 |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE Exhibit (a)(14) IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE EMINENCE CAPITAL, LLC, Directly and ) Derivatively on Behalf of Jos. |
|
| February 24, 2014 |
QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(K) Amended and Restated Offer to Purchase for Cash All Outstanding Shares of Common Stock (Including the Associated Preferred Share Purchase Rights) of Jos. |
|
| February 24, 2014 |
- AMENDMENT NO. 8 TO SCHEDULE 14D-9 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 8) JOS. A. BANK CLOTHIERS, INC. (Name of Subject Company) JOS. A. BANK CLOTHIERS, INC. (Name of Person(s) Filing Statement) COMMON STOCK, $0.01 PAR VALUE (Title of Class of Securities) 480838101 (C |
|
| February 24, 2014 |
J.P. Morgan BofA Merrill Lynch QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(J) J. |
|
| February 24, 2014 |
QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
|
| February 24, 2014 |
EX-99.(A)(1)(H) 3 a2218514zex-99a1h.htm EX-99.(A)(1)(H) QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(H) AMENDED AND RESTATED LETTER OF TRANSMITTAL To Tender Shares of Common Stock (Including the Associated Preferred Share Purchase Rights) of Jos. A. Bank Clothiers, Inc. Pursuant to the Amended and Restated Offer to Purchase dated February 24, 2014 of Java Corp. |
|
| February 24, 2014 |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE Exhibit (a)(5)(I) IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE THE MEN’S WEARHOUSE, INC. |
|
| February 24, 2014 |
Jos. A. Bank Statement on Men's Wearhouse Revised Tender Offer EXHIBIT 99.1 Jos. A. Bank Statement on Men's Wearhouse Revised Tender Offer HAMPSTEAD, Md., Feb. 24, 2014 (GLOBE NEWSWIRE) - Jos. A. Bank Clothiers, Inc. (Nasdaq:JOSB) (the "Company") today said that its Board of Directors will review all aspects of the revised, unsolicited tender offer for the Company announced today by The Men's Wearhouse, Inc. (NYSE:MW) and will make a recommendation to stockho |
|
| February 24, 2014 |
Exhibit (a)(5)(J) FOR IMMEDIATE RELEASE Men’s Wearhouse Increases Cash Offer for Jos. |
|
| February 24, 2014 |
- AMENDMENT NO. 1 TO SCHEDULE TO SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO/A (Amendment No. 1) (RULE 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 JOS. A. BANK CLOTHIERS, INC. (Name of Subject Company (Issuer)) JOS. A. BANK CLOTHIERS, INC. (ISSUER) (Names of Filing Persons (Issuer and Offeror)) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of |
|
| February 24, 2014 |
QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(I) AMENDED AND RESTATED NOTICE OF GUARANTEED DELIVERY To Tender Shares of Common Stock (Including the Associated Preferred Share Purchase Rights) of Jos. |
|
| February 24, 2014 |
Financial Statements and Exhibits, Other Events 8-K 1 document.htm FORM 8-K FILING DOCUMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 24, 2014 Jos A. Bank Clothiers, Inc. (Exact name of registrant as specified in its charter) Delaware 0-23874 36-3189198 (State or |
|
| February 24, 2014 |
DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Pro |
|
| February 19, 2014 |
Exhibit (a)(1)(D) Offer to Purchase for Cash by JOS. A. BANK CLOTHIERS, INC. of Up to $300,000,000 in Value of Shares of its Common Stock (4,615,384 Shares) at a Purchase Price of $65.00 Per Share (Including the Associated Preferred Share Purchase Rights) THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY, MARCH 18, 2014, UNLESS THE OFFE |
|
| February 19, 2014 |
Exhibit (a)(1)(F) JOS. A. BANK CLOTHIERS ANNOUNCES COMMENCEMENT OF TENDER OFFER TO REPURCHASE UP TO $300.0 MILLION IN VALUE OF SHARES OF ITS COMMON STOCK AT PRICE OF $65.00 PER SHARE Hampstead, Md. (Feb. 19, 2014) — (GLOBE NEWSWIRE) JoS. A. Bank Clothiers, Inc. (Nasdaq: JOSB) (“Jos. A. Bank” or the “Company”) today announced that it has commenced a tender offer to purchase up to $300.0 million in |
|
| February 19, 2014 |
Exhibit (a)(1)(E) Offer to Purchase for Cash by JOS. A. BANK CLOTHIERS, INC. of Up to $300,000,000 in Value of Shares of Its Common Stock (4,615,384 Shares) at a Purchase Price of $65.00 Per Share (Including the Associated Preferred Share Purchase Rights) THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY, MARCH 18, 2014, UNLESS THE OFFE |
|
| February 19, 2014 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (RULE 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 JOS. A. BANK CLOTHIERS, INC. (Name of Subject Company (Issuer)) JOS. A. BANK CLOTHIERS, INC. (ISSUER) (Names of Filing Persons (Issuer and Offeror)) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities |
|
| February 19, 2014 |
- AMENDMENT NO. 7 TO SCHEDULE 14D-9 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 7) JOS. A. BANK CLOTHIERS, INC. (Name of Subject Company) JOS. A. BANK CLOTHIERS, INC. (Name of Person(s) Filing Statement) COMMON STOCK, $0.01 PAR VALUE (Title of Class of Securities) 480838101 (C |
|
| February 19, 2014 |
Exhibit (a)(1)(C) NOTICE OF GUARANTEED DELIVERY (Not to be used for Signature Guarantee) for Tender of Shares of Common Stock (Including the Associated Preferred Share Purchase Rights) of JOS. |
|
| February 19, 2014 |
EX-99.(A)(1)(G) 8 t1400246exa-1g.htm EXHIBIT (A)(1)(G) Exhibit (a)(1)(G) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is made solely by the Offer to Purchase, dated February 19, 2014, and the related Letter of Transmittal, and any amendments or supplements thereto. The Offer is not being made to, no |
|
| February 19, 2014 |
TABLE OF CONTENTS Exhibit (a)(1)(A) Offer to Purchase for Cash by JOS. A. BANK CLOTHIERS, INC. of Up to $300,000,000 in Value of Shares of its Common Stock (4,615,384 Shares) at a Purchase Price of $65.00 per share (Including the Associated Preferred Share Purchase Rights) THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON TUESDAY, MARCH 18, 2 |
|
| February 19, 2014 |
EX-99.A1B 3 t1400246-exa1b.htm EXHIBIT (A)(1)(B) Exhibit (a)(1)(B) LETTER OF TRANSMITTAL To Tender Shares of Common Stock Pursuant to the Offer to Purchase Dated February 19, 2014 by Jos. A. Bank Clothiers, Inc. of Up to $300,000,000 in Value of Shares of Its Common Stock (4,615,384 Shares) at a Purchase Price of $65.00 Per Share (Including the Associated Preferred Share Purchase Rights) THE OFFER |
|
| February 18, 2014 |
DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Pro |
|
| February 14, 2014 |
Regulation FD Disclosure, Financial Statements and Exhibits - FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 14, 2014 Jos. A. Bank Clothiers, Inc. (Exact Name of registrant as specified in its charter) Delaware 0-23874 36-3189198 (State or other jurisdiction of (Commission (I.R.S. E |
|
| February 14, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A/A Amendment No. 2 to Form 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934 JOS. A. BANK CLOTHIERS, INC. (Exact name of registrant as specified in its charter) Delaware (State of incorporation or organization) 36-3189198 (IRS Employer Identifi |
|
| February 14, 2014 |
Jos. A. Bank Clothiers to Acquire Leading Lifestyle Brand Eddie Bauer Exhibit 99.1 Jos. A. Bank Clothiers to Acquire Leading Lifestyle Brand Eddie Bauer · Purchase Price based on Enterprise Value of $825 Million, Consisting of Cash and Newly Issued Common Stock of Jos. A. Bank Plus a Potential Earn-Out of $50 Million Based on Eddie Bauer’s 2014 EBITDA Performance · Combination Creates Substantial Opportunities for Growth and Synergies While Allowing Two Iconic Ameri |
|
| February 14, 2014 |
Jos. A. Bank Clothiers to Acquire Leading Lifestyle Brand Eddie Bauer Exhibit 99.1 Jos. A. Bank Clothiers to Acquire Leading Lifestyle Brand Eddie Bauer · Purchase Price based on Enterprise Value of $825 Million, Consisting of Cash and Newly Issued Common Stock of Jos. A. Bank Plus a Potential Earn-Out of $50 Million Based on Eddie Bauer’s 2014 EBITDA Performance · Combination Creates Substantial Opportunities for Growth and Synergies While Allowing Two Iconic Ameri |
|
| February 14, 2014 |
Exhibit 2.1 EXECUTION VERSION MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among EVEREST TOPCO LLC, EVEREST HOLDINGS LLC, and JOS. A. BANK CLOTHIERS, INC. Dated as of February 13, 2014 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND TERMS Section 1.1 Certain Definitions 1 Section 1.2 Other Terms 15 Section 1.3 Rules of Construction 17 ARTICLE II PURCHASE AND SALE OF THE TRANSFERRED EQUITY INTERE |
|
| February 14, 2014 |
Exhibit 99.3 Jos. A. Bank Provides Earnings Update for Q4 of Fiscal Year 2013 Projects an Increase in Adjusted EPS in Q4 HAMPSTEAD, Md., February 14, 2014, (GLOBE NEWSWIRE) — JoS. A. Bank Clothiers, Inc. (Nasdaq:JOSB) (the “Company”) today announced that adjusted earnings for the fourth quarter of fiscal 2013 are expected to be approximately $1.04 to $1.10 per diluted share, compared to $.98 adjus |
|
| February 14, 2014 |
STANDSTILL AND STOCKHOLDER AGREEMENT Exhibit 10.1 EXECUTION COPY STANDSTILL AND STOCKHOLDER AGREEMENT This STANDSTILL AND STOCKHOLDER AGREEMENT, dated as of February 13, 2014 (this “Agreement”), is by and between Jos. A. Bank Clothiers, Inc., a Delaware corporation (the “Company”), and Everest Topco LLC, a Delaware limited liability company (“Everest”). WHEREAS, concurrently with the execution and delivery of this Agreement, the Comp |
|
| February 14, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin |
|
| February 14, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO/A (RULE 14d-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 4) Jos. A. Bank Clothiers, Inc. (Name of Subject Company) Java Corp. (Offeror) The Men’s Wearhouse, Inc. (Parent of Offeror) (Names of Filing Persons) COMMON STOCK, $0.01 PAR VALUE |
|
| February 14, 2014 |
AMENDMENT NO. 2 TO RIGHTS AGREEMENT Exhibit 4.1 AMENDMENT NO. 2 TO RIGHTS AGREEMENT THIS AMENDMENT NO. 2 TO RIGHTS AGREEMENT (this “Amendment”), dated as of February 13, 2014, by and between JOS. A. Bank Clothiers, Inc., a Delaware corporation (the “Company”), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, (“Rights Agent”), is made with reference to the following facts: A. The Company and the Rights Agent entered into that certain |
|
| February 14, 2014 |
Preliminary estimated Financial results for Everest Exhibit 99.1 Preliminary estimated Financial results for Everest The following sets forth preliminary estimated financial results for Everest Holdings LLC (“Everest”) for the fiscal year ended December 28, 2013. Although additional estimates with respect to Everest are not available at this time, Everest’s management has not identified any unusual or unique events or trends that occurred during th |
|
| February 14, 2014 |
Exhibit 99.3 Jos. A. Bank Provides Earnings Update for Q4 of Fiscal Year 2013 Projects an Increase in Adjusted EPS in Q4 HAMPSTEAD, Md., February 14, 2014, (GLOBE NEWSWIRE) — JoS. A. Bank Clothiers, Inc. (Nasdaq:JOSB) (the “Company”) today announced that adjusted earnings for the fourth quarter of fiscal 2013 are expected to be approximately $1.04 to $1.10 per diluted share, compared to $.98 adjus |
|
| February 14, 2014 |
Men’s Wearhouse Issues Statement Exhibit (a)(5)(H) Men’s Wearhouse Issues Statement FREMONT, Calif., February 14, 2014 — The Men’s Wearhouse (NYSE: MW) today issued the following statement in response to the February 14, 2014 announcement that Jos. A. Bank Clothiers, Inc. (Nasdaq: JOSB) has entered into a definitive agreement to acquire Eddie Bauer: In light of Jos. A. Bank’s decision not to engage in discussions with Men’s Wearh |
|
| February 14, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 14, 2014 (February 13, 2014) Jos. A. Bank Clothiers, Inc. (Exact Name of registrant as specified in its charter) Delaware 0-23874 36-3189198 (State or other jurisdiction of i |
|
| February 14, 2014 |
Skadden, Arps, Slate, Meagher & Flom llp Four Times Square New York 10036-6522 DIRECT DIAL (212) 735-2322 DIRECT FAX (917) 777-2322 EMAIL ADDRESS Paul. |
|
| February 14, 2014 |
- AMENDMENT NO.6 TO SCHEDULE 14D-9 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 6) JOS. A. BANK CLOTHIERS, INC. (Name of Subject Company) JOS. A. BANK CLOTHIERS, INC. (Name of Person(s) Filing Statement) COMMON STOCK, $0.01 PAR VALUE (Title of Class of Securities) 480838101 (C |
|
| February 14, 2014 |
1 Jos. A. Bank’s Acquisition of Eddie Bauer February 14, 2014 Exhibit 99.2 1 Jos. A. Bank’s Acquisition of Eddie Bauer February 14, 2014 2 2 We ("Jos. A. Bank") obtained or created the market and competitive position data used throughout this presentation from resea rch , surveys or studies conducted by third parties, information provided by customers, and industry or general publications. Industry publica tio ns and surveys generally state that they have ob |
|
| February 14, 2014 |
STANDSTILL AND STOCKHOLDER AGREEMENT Exhibit 10.1 EXECUTION COPY STANDSTILL AND STOCKHOLDER AGREEMENT This STANDSTILL AND STOCKHOLDER AGREEMENT, dated as of February 13, 2014 (this “Agreement”), is by and between Jos. A. Bank Clothiers, Inc., a Delaware corporation (the “Company”), and Everest Topco LLC, a Delaware limited liability company (“Everest”). WHEREAS, concurrently with the execution and delivery of this Agreement, the Comp |
|
| February 14, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 14, 2014 (February 13, 2014) Jos. A. Bank Clothiers, Inc. (Exact Name of registrant as specified in its charter) Delaware 0-23874 36-3189198 (State or other jurisdiction of i |
|
| February 14, 2014 |
AMENDMENT NO. 2 TO RIGHTS AGREEMENT Exhibit 4.1 AMENDMENT NO. 2 TO RIGHTS AGREEMENT THIS AMENDMENT NO. 2 TO RIGHTS AGREEMENT (this “Amendment”), dated as of February 13, 2014, by and between JOS. A. Bank Clothiers, Inc., a Delaware corporation (the “Company”), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, (“Rights Agent”), is made with reference to the following facts: A. The Company and the Rights Agent entered into that certain |
|
| February 14, 2014 |
Exhibit 2.1 EXECUTION VERSION MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among EVEREST TOPCO LLC, EVEREST HOLDINGS LLC, and JOS. A. BANK CLOTHIERS, INC. Dated as of February 13, 2014 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND TERMS Section 1.1 Certain Definitions 1 Section 1.2 Other Terms 15 Section 1.3 Rules of Construction 17 ARTICLE II PURCHASE AND SALE OF THE TRANSFERRED EQUITY INTERE |
|
| February 14, 2014 |
1 Jos. A. Bank’s Acquisition of Eddie Bauer February 14, 2014 Exhibit 99.2 1 Jos. A. Bank’s Acquisition of Eddie Bauer February 14, 2014 2 2 We ("Jos. A. Bank") obtained or created the market and competitive position data used throughout this presentation from resea rch , surveys or studies conducted by third parties, information provided by customers, and industry or general publications. Industry publica tio ns and surveys generally state that they have ob |
|
| February 13, 2014 |
- AMENDMENT NO. 5 TO SCHEDULE 14D-9 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 5) JOS. A. BANK CLOTHIERS, INC. (Name of Subject Company) JOS. A. BANK CLOTHIERS, INC. (Name of Person(s) Filing Statement) COMMON STOCK, $0.01 PAR VALUE (Title of Class of Securities) 480838101 (C |
|
| February 11, 2014 |
JOSB / Bank Jos A Clothiers Inc / VANGUARD GROUP INC Passive Investment josabank.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2 )* Name of issuer: Jos A Bank Clothiers Inc Title of Class of Securities: Common Stock CUSIP Number: 480838101 Date of Event Which Requires Filing of this Statement: December 31, 2013 Check the appropriate box to |
|
| February 10, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO/A (RULE 14d-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 3) Jos. A. Bank Clothiers, Inc. (Name of Subject Company) Java Corp. (Offeror) The Men’s Wearhouse, Inc. (Parent of Offeror) (Names of Filing Persons) COMMON STOCK, $0.01 PAR VALUE |
|
| February 5, 2014 |
- AMENDMENT NO. 4 TO SCHEDULE 14D-9 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 4) JOS. A. BANK CLOTHIERS, INC. (Name of Subject Company) JOS. A. BANK CLOTHIERS, INC. (Name of Person(s) Filing Statement) COMMON STOCK, $0.01 PAR VALUE (Title of Class of Securities) 480838101 (C |
|
| February 5, 2014 |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE Exhibit (a)(9) IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE EMINENCE CAPITAL, LLC, Directly and ) Derivatively on Behalf of Jos. |
|
| February 4, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 3, 2014 Jos. A. Bank Clothiers, Inc. (Exact Name of registrant as specified in its charter) Delaware 0-23874 36-3189198 (State or other jurisdiction of in |
|
| February 3, 2014 |
Financial Statements and Exhibits, Other Events - FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 3, 2014 Jos. A. Bank Clothiers, Inc. (Exact Name of registrant as specified in its charter) Delaware 0-23874 36-3189198 (State or other jurisdiction of incorporation or organ |
|
| February 3, 2014 |
Jos. A. Bank Sends Letter to Men’s Wearhouse Exhibit 99.1 Press Release Jos. A. Bank Sends Letter to Men’s Wearhouse HAMPSTEAD, Md., Feb. 2, 2014 (GLOBE NEWSWIRE) - Jos. A. Bank Clothiers, Inc. (Nasdaq:JOSB) today sent a letter to Douglas S. Ewert, President and Chief Executive Officer of The Men’s Wearhouse, Inc., (NYSE:MW) in response to Mr. Ewert’s letter dated January 30, 2014. The full text of the letter follows: February 2, 2014 Mr. Do |
|
| February 3, 2014 |
Jos. A. Bank Sends Letter to Men’s Wearhouse Exhibit (a)(8) Press Release Jos. A. Bank Sends Letter to Men’s Wearhouse HAMPSTEAD, Md., Feb. 2, 2014 (GLOBE NEWSWIRE) - Jos. A. Bank Clothiers, Inc. (Nasdaq:JOSB) today sent a letter to Douglas S. Ewert, President and Chief Executive Officer of The Men’s Wearhouse, Inc., (NYSE:MW) in response to Mr. Ewert’s letter dated January 30, 2014. The full text of the letter follows: February 2, 2014 Mr. |
|
| February 3, 2014 |
Jos. A. Bank Sends Letter to Men’s Wearhouse Exhibit 99.1 Press Release Jos. A. Bank Sends Letter to Men’s Wearhouse HAMPSTEAD, Md., Feb. 2, 2014 (GLOBE NEWSWIRE) - Jos. A. Bank Clothiers, Inc. (Nasdaq:JOSB) today sent a letter to Douglas S. Ewert, President and Chief Executive Officer of The Men’s Wearhouse, Inc., (NYSE:MW) in response to Mr. Ewert’s letter dated January 30, 2014. The full text of the letter follows: February 2, 2014 Mr. Do |
|
| February 3, 2014 |
Jos. A. Bank Sends Letter to Men’s Wearhouse Exhibit 99.1 Press Release Jos. A. Bank Sends Letter to Men’s Wearhouse HAMPSTEAD, Md., Feb. 2, 2014 (GLOBE NEWSWIRE) - Jos. A. Bank Clothiers, Inc. (Nasdaq:JOSB) today sent a letter to Douglas S. Ewert, President and Chief Executive Officer of The Men’s Wearhouse, Inc., (NYSE:MW) in response to Mr. Ewert’s letter dated January 30, 2014. The full text of the letter follows: February 2, 2014 Mr. Do |
|
| February 3, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 3, 2014 Jos. A. Bank Clothiers, Inc. (Exact Name of registrant as specified in its charter) Delaware 0-23874 36-3189198 (State or other jurisdiction of incorporation or organ |
|
| February 3, 2014 |
- AMENDMENT NO. 3 TO SCHEDULE 14D-9 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) JOS. A. BANK CLOTHIERS, INC. (Name of Subject Company) JOS. A. BANK CLOTHIERS, INC. (Name of Person(s) Filing Statement) COMMON STOCK, $0.01 PAR VALUE (Title of Class of Securities) 480838101 (C |
|
| February 3, 2014 |
Jos. A. Bank Sends Letter to Men’s Wearhouse Exhibit 99.1 Press Release Jos. A. Bank Sends Letter to Men’s Wearhouse HAMPSTEAD, Md., Feb. 2, 2014 (GLOBE NEWSWIRE) - Jos. A. Bank Clothiers, Inc. (Nasdaq:JOSB) today sent a letter to Douglas S. Ewert, President and Chief Executive Officer of The Men’s Wearhouse, Inc., (NYSE:MW) in response to Mr. Ewert’s letter dated January 30, 2014. The full text of the letter follows: February 2, 2014 Mr. Do |
|
| February 3, 2014 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 3, 2014 Jos. A. Bank Clothiers, Inc. (Exact Name of registrant as specified in its charter) Delaware 0-23874 36-3189198 (State or other jurisdiction of incorporation or organ |
|
| February 3, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 3, 2014 Jos. A. Bank Clothiers, Inc. (Exact Name of registrant as specified in its charter) Delaware 0-23874 36-3189198 (State or other jurisdiction of incorporation or organ |
|
| January 31, 2014 |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE EX-99.(A)(7) 2 t1400149exa7.htm EXHIBIT (A)(7) Exhibit (a)(7) EFiled: Jan 29 2014 04:56PM EST Transaction ID 54913905 Case No. 9291- IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE STATE-BOSTON RETIREMENT SYSTEM, ) on behalf of itself and all other similarly ) situated stockholders of Jos. A. Bank Clothiers, ) Inc., ) ) Plaintiff, ) ) C.A. No. v. ) ) ROBERT N. WILDRICK, ANDREW A. ) GIORDANO, BYR |
|
| January 31, 2014 |
- AMENDMENT NO. 2 TO SCHEDULE 14D-9 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) JOS. A. BANK CLOTHIERS, INC. (Name of Subject Company) JOS. A. BANK CLOTHIERS, INC. (Name of Person(s) Filing Statement) COMMON STOCK, $0.01 PAR VALUE (Title of Class of Securities) 480838101 (C |
|
| January 30, 2014 |
x UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO/A (RULE 14d-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 2) Jos. A. Bank Clothiers, Inc. (Name of Subject Company) Java Corp. (Offeror) The Men’s Wearhouse, Inc. (Parent of Offeror) (Names of Filing Persons) COMMON STOCK, $0.01 PAR VALU |
|
| January 30, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin |
|
| January 30, 2014 |
EX-99.(A)(5)(G) 2 a14-112814ex99da5g.htm EX-99.(A)(5)(G) Exhibit (a)(5)(G) Men’s Wearhouse Sends Letter to Jos. A. Bank Independent Directors Urges Jos. A. Bank Independent Directors to Form a Special Committee to Re-Consider Men’s Wearhouse Offer and Begin Constructive Negotiations Men’s Wearhouse is Prepared to Increase Offer Price if Additional Value is Discovered Through Discussions or Limited |
|
| January 29, 2014 |
DIRECT DIAL (212) 735-2322 DIRECT FAX (917) 777-2322 EMAIL ADDRESS [email protected] Skadden, Arps, Slate, Meagher & Flom llp Four Times Square New York 10036-6522 TEL: (212) 735-3000 FAX: (212) 735-2000 www.skadden.com FIRM/AFFILIATE OFFICES - BOSTON CHICAGO HOUSTON LOS ANGELES PALO ALTO WASHINGTON, D.C. WILMINGTON - BEIJING BRUSSELS FRANKFURT HONG KONG LONDON MOSCOW MUNICH PARIS SÃO PAULO |
|
| January 29, 2014 |
- AMENDMENT NO. 1 TO SCHEDULE 14D-9 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) JOS. A. BANK CLOTHIERS, INC. (Name of Subject Company) JOS. A. BANK CLOTHIERS, INC. (Name of Person(s) Filing Statement) COMMON STOCK, $0.01 PAR VALUE (Title of Class of Securities) 480838101 (C |
|
| January 28, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO/A (RULE 14d-100) Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) Jos. A. Bank Clothiers, Inc. (Name of Subject Company) Java Corp. (Offeror) The Men’s Wearhouse, Inc. (Parent of Offeror) (Names of Filing Persons) COMMON STOCK, $0.01 PAR VALUE |
|
| January 21, 2014 |
DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Pro |
|
| January 21, 2014 |
- DEFINITIVE ADDITIONAL PROXY SOLICITING MATERIALS FILED BY NON-MANAGEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant o Filed by a Party other than the Registrant x Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin |
|
| January 17, 2014 |
Exhibit (a)(5) January 17, 2014 YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU REJECT MEN’S WEARHOUSE’S OFFER AND NOT TENDER YOUR SHARES Dear Fellow Shareholders: On January 3, 2014, a wholly owned subsidiary of The Men’s Wearhouse, Inc. |
|
| January 17, 2014 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 JOS. A. BANK CLOTHIERS, INC. (Name of Subject Company) JOS. A. BANK CLOTHIERS, INC. (Name of Person(s) Filing Statement) COMMON STOCK, $0.01 PAR VALUE (Title of Class of Securities) 480838101 (CUSIP Number of Cla |
|
| January 17, 2014 |
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE Exhibit (a)(6) EFiled: Jan 13 2014 08:30AM EST Transaction ID 54831702 Case No. 9241- IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE EMINENCE CAPITAL, LLC, ) ) Plaintiff, ) ) ) v. ) ) C.A. No. ROBERT N. WILDRICK, ANDREW A. ) GIORDANO, BYRON L. BERGREN, R. NEAL ) BLACK, JAMES H. FERSTL, WILLIAM E. ) HERRON, SIDNEY H. RITMAN, JOS. A. BANK ) CLOTHIERS, INC., ) Defendants. ) ) VERIFIED COMPLAINT Pl |
|
| January 17, 2014 |
Exhibit (e)(1) Excerpts from the Company’s Definitive Proxy Statement on Schedule 14A relating to the 2013 Annual Meeting of Shareholders as filed with the Securities and Exchange Commission on May 17, 2013. |
|
| January 17, 2014 |
Exhibit (a)(4) JOS. A. BANK BOARD OF DIRECTORS REJECTS UNSOLICITED TENDER OFFER FROM MEN'S WEARHOUSE Determines Men's Wearhouse Offer Substantially Undervalues Jos. A. Bank Urges Stockholders Not to Tender Shares HAMPSTEAD, Md. – January 17, 2014 – (GLOBE NEWSWIRE) – Jos. A. Bank Clothiers, Inc. (Nasdaq:JOSB) (the "Company" or "Jos. A. Bank") today announced that its Board of Directors (the "Board |
|
| January 17, 2014 |
Exhibit 99.1 JOS. A. BANK BOARD OF DIRECTORS REJECTS UNSOLICITED TENDER OFFER FROM MEN'S WEARHOUSE Determines Men's Wearhouse Offer Substantially Undervalues Jos. A. Bank Urges Stockholders Not to Tender Shares HAMPSTEAD, Md. – January 17, 2014 – (GLOBE NEWSWIRE) – Jos. A. Bank Clothiers, Inc. (Nasdaq:JOSB) (the "Company" or "Jos. A. Bank") today announced that its Board of Directors (the "Board") |
|
| January 17, 2014 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 17, 2014 Jos. A. Bank Clothiers, Inc. (Exact Name of registrant as specified in its charter) Delaware 0-23874 36-3189198 (State or other jurisdiction of incorporation or organ |
|
| January 15, 2014 |
Jos. A. Bank to Award More Than $100,000 to Prom Reps, High Schools Nationwide EXHIBIT 99.1 Jos. A. Bank to Award More Than $100,000 to Prom Reps, High Schools Nationwide Menswear Clothier Announces Partnership With PromGirl.com HAMPSTEAD, Md., Jan. 15, 2014 (GLOBE NEWSWIRE) - Jos. A. Bank Clothiers, Inc. (Nasdaq:JOSB), has pledged more than $100,000 in cash, prizes and free prom gear to students and high schools nationwide through the Jos. A. Bank Prom Rep program. High sch |
|
| January 15, 2014 |
Financial Statements and Exhibits, Other Events - FORM 8-K FILING DOCUMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 15, 2014 Jos A. Bank Clothiers, Inc. (Exact name of registrant as specified in its charter) Delaware 0-23874 36-3189198 (State or other jurisdiction of incorporation) (Commiss |
|
| January 14, 2014 |
DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ¨ Filed by a Party other than the Registrant x Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Pro |
|
| January 6, 2014 |
QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(c) NOTICE OF GUARANTEED DELIVERY To Tender Shares of Common Stock (Including the Associated Preferred Share Purchase Rights) of Jos. |
|
| January 6, 2014 |
QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(A) Offer to Purchase for Cash All Outstanding Shares of Common Stock (Including the Associated Preferred Share Purchase Rights) of Jos. |
|
| January 6, 2014 |
QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(B) LETTER OF TRANSMITTAL To Tender Shares of Common Stock (Including the Associated Preferred Share Purchase Rights) of Jos. |
|
| January 6, 2014 |
Exhibit (a)(5)(F) January 6, 2014 Dear [NAME], As you may have seen, this morning Men’s Wearhouse issued a press release announcing that we have commenced a tender offer to acquire all of the outstanding shares of Jos. |
|
| January 6, 2014 |
Financial Statements and Exhibits, Other Events - FORM 8-K FILING DOCUMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 6, 2014 Jos A. Bank Clothiers, Inc. (Exact name of registrant as specified in its charter) Delaware 0-23874 36-3189198 (State or other jurisdiction of incorporation) (Commissi |
|
| January 6, 2014 |
EXHIBIT 99.1 Jos. A. Bank Urges Shareholders to Take no Action With Respect to Men's Wearhouse Tender Offer or Director Nominees HAMPSTEAD, Md., Jan. 6, 2014 (GLOBE NEWSWIRE) - The Board of Directors of Jos. A. Bank Clothiers, Inc. (Nasdaq:JOSB) (the "Company") today confirmed that The Men's Wearhouse, Inc. (NYSE:MW) has commenced an unsolicited tender offer to acquire all outstanding common share |
|
| January 6, 2014 |
J.P. Morgan BofA Merrill Lynch EX-99.(A)(1)(D) 5 a2217862zex-99a1d.htm EX-99.(A)(1)(D) QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(D) J.P. Morgan BofA Merrill Lynch Offer to Purchase for Cash All Outstanding Shares of Common Stock (Including the Associated Preferred Share Purchase Rights) of Jos. A. Bank Clothiers, Inc. at $57.50 Net Per Share by Java Corp. a wholly owned subsidiary of The M |
|
| January 6, 2014 |
Presentation Regarding the Offer to Acquire Jos. A. Bank January 6, 2014 Exhibit (a)(5)(D) Presentation Regarding the Offer to Acquire Jos. A. Bank January 6, 2014 Cautionary note regarding forward-looking statements This presentation contains forward-looking information. Forward-looking statements are not guarantees of future performance and a variety of factors could cause actual results to differ materially from the anticipated or expected results expressed in or su |
|
| January 6, 2014 |
Exhibit (a)(5)(E) January 6, 2014 Today we made a “tender offer” to purchase all the outstanding shares of Jos. |
|
| January 6, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 6, 2014 The Men’s Wearhouse, Inc. (Exact name of registrant as specified in its charter) Texas 1-16097 74-1790172 (State or other jurisdiction of incorporation) (Commission Fi |
|
| January 6, 2014 |
Exhibit (a)(1)(F) WSJ—7.19” x 21” 56833 MacKenzie Partners, Inc. doremus fp (212) 366-3800 Description: The Men’s Warehouse Tender DoremusGraphics/56833 1/3/14 Proof 5 4 3 This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is made solely by the Offer to Purchase, dated January 6, 2014, and the related Let |
|
| January 6, 2014 |
Exhibit (a)(5)(A) FOR IMMEDIATE RELEASE MEN’S WEARHOUSE COMMENCES CASH TENDER OFFER FOR JOS. |
|
| January 6, 2014 |
QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
|
| January 6, 2014 |
QuickLinks - Click here to rapidly navigate through this document Exhibit (a)(1)(E) Offer to Purchase for Cash All Outstanding Shares of Common Stock (Including the Associated Preferred Share Purchase Rights) of Jos. |
|
| January 3, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 3, 2014 Jos. A. Bank Clothiers, Inc. (Exact Name of registrant as specified in its charter) Delaware 0-23874 36-3189198 (State or other jurisdiction of incorporation or organi |
|
| January 3, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 3, 2014 Jos. A. Bank Clothiers, Inc. (Exact Name of registrant as specified in its charter) Delaware 0-23874 36-3189198 (State or other jurisdiction of incorporation or organi |
|
| January 3, 2014 |
AMENDMENT NO. 1 TO RIGHTS AGREEMENT Exhibit 4.1 AMENDMENT NO. 1 TO RIGHTS AGREEMENT THIS AMENDMENT NO. 1 TO RIGHTS AGREEMENT (this “Amendment”), dated as of January 3, 2014, by and between JOS. A. BANK CLOTHIERS, INC., a Delaware corporation (the “Company”), and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, (“Rights Agent”), is made with reference to the following facts: A. The Company and the Rights Agent entered into that certain Ri |
|
| January 3, 2014 |
AMENDMENT TO AMENDED AND RESTATED BYLAWS JOS. A. BANK CLOTHIERS, INC. January 3, 2014 Exhibit 3.1 AMENDMENT TO AMENDED AND RESTATED BYLAWS OF JOS. A. BANK CLOTHIERS, INC. January 3, 2014 The third sentence of Article III, Section 2 of the Amended and Restated Bylaws of Jos. A Bank Clothiers, Inc. dated as of July 1, 2013 (the “Existing Bylaws”) is hereby deleted in its entirety and replaced with the following sentence: “Thereafter, the number of directors constituting the whole Boa |
|
| January 3, 2014 |
Jos. A. Bank Board Approves Amendment of Shareholder Rights Plan EXHIBIT 99.1 Jos. A. Bank Board Approves Amendment of Shareholder Rights Plan HAMPSTEAD, Md., Jan. 3, 2014 (GLOBE NEWSWIRE) - Jos. A. Bank Clothiers, Inc. (Nasdaq:JOSB) (the "Company") today announced that its Board of Directors has approved an amendment to its shareholder rights plan to, among other things, reduce the ownership threshold to 10 percent from 20 percent of outstanding common shares. |
|
| January 3, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A/A Amendment No. 1 to Form 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934 JOS. A. BANK CLOTHIERS, INC. (Exact name of registrant as specified in its charter) Delaware (State of incorporation or organization) 36-3189198 (IRS Employer Identifi |
|
| December 23, 2013 |
Financial Statements and Exhibits, Other Events - FORM 8-K FILING DOCUMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 23, 2013 Jos A. Bank Clothiers, Inc. (Exact name of registrant as specified in its charter) Delaware 0-23874 36-3189198 (State or other jurisdiction of incorporation) (Commis |
|
| December 23, 2013 |
EXHIBIT 99.1 Jos. A. Bank Rejects Men's Wearhouse Acquisition Proposal; Will Continue to Review Strategic Acquisition Opportunities HAMPSTEAD, Md., Dec. 23, 2013 (GLOBE NEWSWIRE) - Jos. A. Bank Clothiers, Inc. (Nasdaq:JOSB) ("the Company") today responded to the non-binding acquisition proposal it received on November 26, 2013, from The Men's Wearhouse, Inc. (NYSE:MW) ("Men's Wearhouse"). The Comp |
|
| December 20, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 18, 2013 Jos. A. Bank Clothiers, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 0-23874 36-3189198 (State or Other Jurisdiction (Commission (IRS Employer of |
|
| December 20, 2013 |
THIRD AMENDMENT TO CONSULTING AGREEMENT EX-10.1 2 exh101.htm EXHIBIT 10.1 EXHIBIT 10.1 THIRD AMENDMENT TO CONSULTING AGREEMENT THIS THIRD AMENDMENT (this “Amendment”) is made as of the 18th day of December, 2013 to that certain CONSULTING AGREEMENT, dated as of September 9, 2008, as amended (the “Consulting Agreement”), by JOS. A. BANK CLOTHIERS, INC. (“Client”) and ROBERT N. WILDRICK (“Consultant”). FOR GOOD AND VALUABLE CONSIDERATION, |
