11-K 1 e11-k.txt THE MEN'S WEARHOUSE, INC. 401(K) SAVINGS PLAN 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K ANNUAL REPORT OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the Fiscal Year Ended December 31, 1999 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from _____________________ to ______________________ Commission File No. 0-20036 A. Full title of the plan and address of the plan, if different from that of the issuer named below: THE MEN'S WEARHOUSE, INC. 401(k) SAVINGS PLAN B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive offices: THE MEN'S WEARHOUSE, INC. 5803 Glenmont Drive Houston, Texas 77081 2 THE MEN'S WEARHOUSE, INC. 401(k) SAVINGS PLAN TABLE OF CONTENTS --------------------------------------------------------------------------------

PAGE INDEPENDENT AUDITORS' REPORT 1 FINANCIAL STATEMENTS AS OF DECEMBER 31, 1999 AND 1998 AND FOR THE YEARS THEN ENDED: Statements of Net Assets Available for Benefits 2 Statements of Changes in Net Assets Available for Benefits 3 Notes to Financial Statements 4 SUPPLEMENTAL SCHEDULES FOR THE YEAR ENDED DECEMBER 31, 1999: Item 27a - Supplemental Schedule of Assets Held for Investment Purposes 7 Item 27d - Supplemental Schedule of Reportable Transactions 8

Schedules Omitted Schedules other than those listed above are omitted because of the absence of the conditions under which they are required. 3 INDEPENDENT AUDITORS' REPORT To the Participants of The Men's Wearhouse, Inc. 401(k) Savings Plan Houston, Texas We have audited the accompanying statements of net assets available for benefits of The Men's Wearhouse, Inc. 401(k) Savings Plan (the "Plan") as of December 31, 1999 and 1998, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 1999 and 1998, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedules listed in the table of contents are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These schedules are the responsibility of the Plan's management. Such schedules have been subjected to the auditing procedures applied in our audit of the basic 1999 financial statements and, in our opinion, are fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole. /S/ DELOITTE & TOUCHE LLP Houston, Texas June 23, 2000 -1- 4 THE MEN'S WEARHOUSE, INC. 401(k) SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS, DECEMBER 31, 1999 AND 1998 --------------------------------------------------------------------------------

1999 1998 ----------- ----------- INVESTMENTS, At fair value: Mutual Fund Assets: AXP Cash Management Fund $ 1,379,796 $ 1,084,209 AXP Bond Fund 691,770 751,552 AXP Mutual Fund 2,016,194 1,634,669 AXP Blue Chip Advantage Fund 4,319,694 2,822,285 AXP New Dimensions Fund 5,962,521 3,747,816 AXP Global Growth Fund 1,489,706 823,935 IDS Guaranteed Retirement Fund 1,298,669 801,800 The Men's Wearhouse Pooled Stock Fund 4,765,571 4,655,016 Loans to participants 1,537,427 1,085,926 ----------- ----------- Total investments 23,461,348 17,407,208 ----------- ----------- CONTRIBUTIONS RECEIVABLE: Employee 254,320 231,438 Employer 16,823 7,911 ----------- ----------- NET ASSETS AVAILABLE FOR BENEFITS $23,732,491 $17,646,557 =========== ===========

See notes to financial statements. -2- 5 THE MEN'S WEARHOUSE, INC. 401(k) SAVINGS PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998 --------------------------------------------------------------------------------

1999 1998 ----------- ----------- ADDITIONS TO NET ASSETS ATTRIBUTED TO: Investment income: Net appreciation in fair value of investments $ 1,270,064 $ 2,314,200 Interest and dividends 1,280,872 720,723 ----------- ----------- Total 2,550,936 3,034,923 Employee contributions 4,908,545 4,028,993 Employer contributions 225,239 117,453 ----------- ----------- Total 5,133,784 4,146,446 ----------- ----------- Total additions 7,684,720 7,181,369 DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO - Benefit payments 1,598,786 1,198,805 ----------- ----------- NET INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS 6,085,934 5,982,564 NET ASSETS AVAILABLE FOR BENEFITS: Beginning of year 17,646,557 11,663,993 ----------- ----------- End of year $23,732,491 $17,646,557 =========== ===========

See notes to financial statements. -3- 6 THE MEN'S WEARHOUSE, INC. 401(k) SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998 -------------------------------------------------------------------------------- 1. DESCRIPTION OF PLAN The following description of The Men's Wearhouse, Inc. 401(k) Savings Plan (the "Plan") provides only general information. Participants should refer to the plan and trust agreements for more information. GENERAL - The Plan is a defined contribution plan that has been amended and restated effective January 1, 1992 as a separate plan; previously, it was part of The Men's Wearhouse, Inc. Employee Stock Ownership Plan and Employees' Savings Plan. The purpose of the Plan is to provide eligible employees with future retirement benefits through a deferred savings program. The Plan year ends on December 31. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA) and subsequent amendments and revisions. ELIGIBILITY - The Plan provides that all employees of The Men's Wearhouse, Inc. (the "Company"), except for employees of the two wholly owned subsidiaries of K&G Men's Center, Inc. and subsidiaries and Moores Retail Group Inc. and subsidiaries, become eligible participants after three months of service. ADMINISTRATION - The Plan is administered by an advisory committee made up of four employees, two of whom also serve on the Company's Board of Directors. The Company pays all administrative expenses of the Plan. Investments of the Plan are held in trust by American Express Trust Company, formerly named IDS Bank and Trust (the "Trustee"). CONTRIBUTIONS - Eligible employees may make pre-tax contributions to the Plan through salary deferrals, up to the amount of the current year statutory limitations (subject to cost-of-living adjustments). The Company revised the Plan on April 1, 1998 to include a 5% contribution by the Company on the first $2,000 salary deferral for all qualified participants for a maximum $100 contribution per participant per year. Effective March 1, 1999, the Company revised the Plan to increase the Company's matching percentage from 5% to 8% on the first $2,000 salary deferral for all qualified participants. Effective March 1, 2000, the matching percentage was increased from 8% to 10% on the first $2,000 salary deferral for all qualified participants. AUTHORIZED INVESTMENTS - Employee contributions are deposited into a trust account which is invested by the Trustee in various investment options as directed by each employee. The investment options available include six mutual fund investments maintained by the Trustee plus The Men's Wearhouse Pooled Stock Fund and the IDS Guaranteed Retirement Fund. VESTING - Employees are 100% vested in their salary deferral contribution accounts and their employer contribution accounts. DISTRIBUTIONS TO PARTICIPANTS - Upon termination of service, a participant may elect to receive either a lump-sum amount equal to the value of his or her account, or equal annual installments not to exceed -4- 7 the life expectancy of the participant or beneficiary. A participant may also withdraw his or her employee contributions to meet certain defined financial hardship needs subject to approval by the Plan's advisory committee. LOANS - Plan loans are available to all active Plan participants on a reasonably equivalent basis. Amounts may not exceed the lesser of $50,000 or one-half of the current value of a participant's vested account balance. All loans are fully secured by the balance in the participant's account. 2. SUMMARY OF ACCOUNTING POLICIES The financial statements are prepared on the accrual basis of accounting. Investments are reported in the financial statements at their fair market value as determined by quoted market prices. The preparation of the financial statements in conformity with generally accepted accounting principles requires the use of estimates and assumptions that affect reported amounts. The Plan's financial statements are based on management's best estimates and judgments. Actual results may differ from these estimates. 3. PLAN TERMINATION Although it has not expressed an intent to do so, the Company has the right under the Plan to terminate the Plan subject to the provisions of ERISA. 4. TAX STATUS The Internal Revenue Service has determined and informed the Company by a letter dated July 10, 1998 that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code. The Plan's management believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the Internal Revenue Code. 5. BENEFITS PAYABLE As of December 31, 1999 and 1998, net assets available for benefits included benefits of $57,978 and $236,265, respectively, due to participants who have withdrawn from participation in the Plan. 6. RELATED PARTY TRANSACTIONS During the years ended December 31, 1999 and 1998, the Plan purchased and sold shares of the Trustee's mutual fund assets, as shown below:

PURCHASES 1999 1998 ------------------------------- ------------------------------- COST COST SHARES AMOUNT SHARES AMOUNT 2,743,683 $8,285,112 1,676,720 $5,416,942

-5- 8 SALES

1999 1998 ------------------------------------------------- --------------------------------------------- SALES COST SALES COST SHARES AMOUNT AMOUNT SHARES AMOUNT AMOUNT 1,724,991 $4,232,455 $3,705,521 1,209,905 $3,261,562 $2,855,736

During the years ended December 31, 1999 and 1998, the Plan purchased and sold shares of The Men's Wearhouse Pooled Stock Fund, as shown below: PURCHASES

1999 1998 -------------------------- -------------------------- COST COST SHARES AMOUNT SHARES AMOUNT 139,744 $2,374,302 146,991 $2,501,315

SALES

1999 1998 -------------------------------------------- ------------------------------------------- SALES COST SALES COST SHARES AMOUNT AMOUNT SHARES AMOUNT AMOUNT 115,817 $2,092,485 $1,508,324 76,753 $1,483,893 $901,028

****** -6- 9 -------------------------------------------------------------------------------- ITEM 27a - SUPPLEMENTAL SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES DECEMBER 31, 1999 --------------------------------------------------------------------------------

NUMBER OF MARKET DESCRIPTION SHARES COST VALUE MUTUAL FUNDS: AXP Cash Management Fund* 1,379,796 $ 1,379,796 $ 1,379,796 AXP Bond Fund* 145,330 723,631 691,770 AXP Mutual Fund* 158,881 2,145,014 2,016,194 AXP Blue Chip Advantage Fund* 347,522 3,744,446 4,319,694 AXP New Dimensions Fund* 166,504 4,414,400 5,962,521 AXP Global Growth Fund* 143,517 1,202,610 1,489,706 ------------- ----------- TOTAL $13,609,897 $15,859,681 ============= =========== ANNUITIES - IDS Guaranteed Retirement Fund* 1,298,669 $ 1,298,669 $ 1,298,669 ============ =========== THE MEN'S WEARHOUSE POOLED STOCK FUND* 162,235 $ 4,400,523 $ 4,765,571 ============ =========== LOANS TO PARTICIPANTS(1)* $ 1,537,427 $ 1,537,427 ============ ===========

* Party-in-interest (1) Generally five-year installment notes with interest rates ranging from 6.5% to 12.67%. -7- 10 -------------------------------------------------------------------------------- ITEM 27d - SUPPLEMENTAL SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1999 -------------------------------------------------------------------------------- Transactions during the year ended December 31, 1999 in excess of 5% of the fair value of the Plan's total assets as of the beginning of the Plan year are as follows:

TOTAL TOTAL NUMBER NUMBER DOLLAR DOLLAR OF OF VALUE OF VALUE OF NET GAIN DESCRIPTION PURCHASES SALES PURCHASES SALES OR (LOSS) SINGLE TRANSACTIONS - None SERIES TRANSACTIONS: AXP Blue Chip Advantage Fund* 119 94 $1,888,037 $ 690,432 $ 217,706 AXP Mutual Fund* 91 100 968,553 530,057 (5,917) AXP Bond Fund* 158 88 612,490 617,511 (27,994) AXP New Dimensions Fund* 123 88 1,975,122 777,605 307,385 The Men's Wearhouse Pooled Stock Fund* 109 117 2,374,302 2,092,485 584,161 AXP Cash Management Fund* 147 74 1,060,207 750,223 -- IDS Guaranteed Retirement Fund* 86 85 1,208,441 711,572 --

* Party-in-interest -8- 11 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Advisory Committee of the Men's Wearhouse, Inc. 401(k) Savings Plan has duly caused this annual report to be signed by the undersigned hereunto duly authorized. THE MEN'S WEARHOUSE, INC. 401(k) SAVINGS PLAN Date: June 28, 2000 /s/ Gary G. Ckodre -------------- ------------------------------ Gary G. Ckodre, Member of the Advisory Committee -9-