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
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Filed by the Registrant
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Filed by a Party other than the Registrant
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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Jos. A.
Bank Clothiers, Inc.
(Name of the Registrant as Specified In Its Charter)
EMINENCE CAPITAL, LLC
EMINENCE GP, LLC
RICKY
C. SANDLER
BRUCE J. KLATSKY
NORMAN S. MATTHEWS
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Title of each class of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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Certain Information Regarding the Participants
In connection with its solicitation of proxies for the 2014 Annual Meeting of Jos. A. Bank Clothiers, Inc. (JOSB), Eminence Capital, LLC intends to
file a proxy statement on Schedule 14A and other relevant documents with the SEC.
Investors and security holders are urged to read the preliminary proxy statement in its entirety and the definitive proxy statement and other relevant
documents when they become available, because they will contain important information regarding the proxy solicitation
. The preliminary and definitive proxy statement and all other relevant documents will be available, free of charge, on the
SECs website at
www.sec.gov
.
The following persons are participants in any such proxy solicitation: Eminence Capital, LLC, Eminence GP,
LLC, Ricky C. Sandler, Bruce J. Klatsky and Norman S. Matthews. Investors and security holders of JOSB can obtain additional information regarding the direct and indirect interests of the participants by reading the proxy statement when it becomes
available.
As of the date of this filing Eminence Capital, LLC, may be deemed to be the beneficial owner of 1,371,756 shares of common stock of JOSB and
4,684,200 shares of common stock of The Mens Wearhouse, Inc. (MW). Eminence GP, LLC may be deemed to be the beneficial owner of 1,261,974 shares of common stock of JOSB and 4,278,845 shares of common stock of MW, and
Mr. Sandler may be deemed to be the beneficial owner of 1,371,756 shares of common stock of JOSB and 4,684,200 shares of common stock of MW. Eminence Capital, LLC is the investment manager of the Eminence funds and the investment advisor
to a separately managed account. Eminence GP, LLC is the general partner of certain affiliates of Eminence Capital, LLC. Mr. Sandler is the Chief Executive Officer of Eminence Capital, LLC and the Managing Member of Eminence GP, LLC.
For Immediate Release
EMINENCE CAPITAL ANNOUNCES STRONG SUPPORT FOR NEW BID
BY THE MENS WEARHOUSE FOR JOS. A. BANK
Asks JOSB Board To Properly Fulfill Its Fiduciary Duty and Allow Diligence to Solidify
Full $65 Per Share Offer Price
NEW
YORK, NY (February 24, 2014) Eminence Capital, LLC, which owns 4.9% of the common stock of Jos. A. Bank Clothiers, Inc. (JOSB), today issued the following statement in support of the new, superior offer by The Mens Wearhouse, Inc. (MW)
for the Company:
We are extremely pleased that Mens Wearhouse has made a full and fair offer for Jos. A. Bank, said Ricky C. Sandler,
Chief Executive Officer. We have maintained all along that the combination of these two great companies is the best outcome for all shareholders. We believe this offer clearly represents a superior alternative for Jos. A. Bank shareholders
compared to remaining independent and acquiring Eddie Bauer. If the Board of Jos. A. Bank properly fulfills its fiduciary duty, we expect it will come to the conclusion that it should accept this offer to merge with Mens Wearhouse and move
ahead with the limited confirmatory due diligence requested by Mens Wearhouse to solidify a $65 per share offer price.
Additional
Information Regarding the Proxy Solicitation
In connection with its solicitation of proxies for the 2014 Annual Meeting of Jos. A. Bank Clothiers,
Inc. (JOSB), Eminence Capital, LLC intends to file a proxy statement on Schedule 14A and other relevant documents with the SEC.
Investors and security holders are urged to read the preliminary proxy statement in its entirety and
the definitive proxy statement and other relevant documents when they become available, because they will contain important information regarding the proxy solicitation
. The preliminary and definitive proxy statement and all other relevant
documents will be available, free of charge, on the SECs website at
www.sec.gov
.
The following persons are participants in any such
proxy solicitation: Eminence Capital, LLC, Eminence GP, LLC, Ricky C. Sandler, Bruce J. Klatsky and Norman S. Matthews. Investors and security holders of JOSB can obtain additional information regarding the direct and indirect interests of the
participants by reading the materials to be filed today under cover of Schedule 14A with the SEC.
About Eminence Capital, LLC
Eminence Capital, LLC is an asset management firm founded in 1998 that currently manages approximately $4.9 billion on behalf of institutions and individuals.
The firm employs a bottom-up, research-driven investment strategy that utilizes a combination of industry research, rigorous financial analysis and dialog with company management to execute its investment process.
For More Information Contact:
Scott Tagliarino/Samantha
Leon
ASC Advisors LLC
(203) 992-1230
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