UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(RULE 14d-100)
Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934
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
(Including the Associated Preferred Share Purchase Rights)
(Title of Class of Securities)
480838101
(CUSIP Number of Class of Securities)
Jon W. Kimmins
Chief Financial Officer
The Men's Wearhouse, Inc.
6380 Rogerdale Road
Houston, Texas 77072
(281) 776-7000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)
Copies to:
Steven A. Seidman
Michael A. Schwartz
Laura L. Delanoy
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, New York 10019
(212) 728-8000
CALCULATION OF FILING FEE
Transaction Valuation* |
Amount of Filing Fee** |
|
---|---|---|
$1,609,332,540.00 | $207,282.03 | |
Amount Previously Paid: | Not applicable. | Filing Party: | Not applicable. | |||
Form or Registration No.: | Not applicable. | Date Filed: | Not applicable. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
Check the following box if the filing is a final amendment reporting the results of the tender offer. o
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
This Tender Offer Statement on Schedule TO is filed by The Men's Wearhouse, Inc., a Texas corporation ("MW"), and Java Corp. (the "Purchaser"), a Delaware corporation and a wholly owned subsidiary of MW. This Schedule TO relates to the offer by the Purchaser to purchase all outstanding shares of common stock, par value $0.01 per share (together with the associated preferred share purchase rights, the "Shares"), of Jos. A. Bank Clothiers, Inc., a Delaware corporation ("JOSB"), at $57.50 per Share, net to the seller in cash, without interest and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated January 6, 2014 (the "Offer to Purchase"), and in the related Letter of Transmittal, copies of which are attached hereto as Exhibits (a)(1)(A) and (a)(1)(B), respectively (which, together with any amendments or supplements thereto, collectively constitute the "Offer").
Items 1 through 11.
All information contained in the Offer to Purchase and the accompanying Letter of Transmittal, including all schedules thereto, is hereby incorporated herein by reference in response to Items 1 through 9 and Item 11 in this Schedule TO.
(a)(1)(A) | Offer to Purchase, dated January 6, 2014. | |
(a)(1)(B) |
Form of Letter of Transmittal. |
|
(a)(1)(C) |
Form of Notice of Guaranteed Delivery. |
|
(a)(1)(D) |
Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. |
|
(a)(1)(E) |
Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. |
|
(a)(1)(F) |
Form of summary advertisement dated January 6, 2014. |
|
(a)(5)(A) |
Press release issued by MW on January 6, 2014. |
|
*(a)(5)(B) |
Press release issued by MW on November 26, 2013 (incorporated by reference from Exhibit 99.2 to MW's Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on November 26, 2013). |
|
*(a)(5)(C) |
Presentation of MW, dated November 26, 2013 (incorporated by reference from Exhibit 99.1 to MW's Current Report on Form 8-K filed with the SEC on November 26, 2013). |
|
(a)(5)(D) |
Presentation of MW, dated January 6, 2014. |
|
(a)(5)(E) |
Form of Letter to MW's Employees. |
|
(a)(5)(F) |
Form of Letter to MW's Licensing Partners. |
|
(b) |
Not applicable. |
|
(d) |
Not applicable. |
|
(g) |
Not applicable. |
|
(h) |
Not applicable. |
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After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: January 6, 2014
THE MEN'S WEARHOUSE, INC. | ||||||
By: |
/s/ JON W. KIMMINS |
|||||
Name: | Jon W. Kimmins | |||||
Title: | Executive Vice President, Chief Financial Officer, Treasurer and Principal Financial Officer | |||||
JAVA CORP. |
||||||
By: |
/s/ JON W. KIMMINS |
|||||
Name: | Jon W. Kimmins | |||||
Title: | Executive Vice President, Treasurer and Chief Financial Officer |
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