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
(CUSIP Number of Class of Securities)
Charles D. Frazer
Senior Vice President – General Counsel
500 Hanover Pike
Hampstead, Maryland 21074
(410) 239-5730
(Name, Address and Telephone Number of Person Authorized to Receive
Notice and Communications on Behalf of the Person(s) Filing Statement)
With copies to:
Paul T. Schnell, Esq. Jeremy D. London, Esq. Skadden, Arps, Slate, Meagher & Flom LLP 4 Times Square New York, New York 10036 (212) 735-3000 |
| Jim J. Shoemake, Esq. Guilfoil Petzall & Shoemake, L.L.C. 100 South Fourth Street, Suite 500 St. Louis, Missouri 63102 (314) 241-6890 |
o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
This Amendment No. 23 to Schedule 14D-9 amends and supplements the Schedule 14D-9, originally filed by Jos. A. Bank Clothiers, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission on January 17, 2014 (as amended, the “Statement”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Statement.
Except as otherwise noted below, no changes are being made to the Schedule 14D-9.
Item 4. The Solicitation or Recommendation
Item 4 is hereby amended and supplemented as set forth below.
The section entitled “Background” is hereby amended to add the following paragraph after the final paragraph of that section:
“On May 30, 2014, the FTC granted termination of the waiting period under the HSR Act. The Offer to Purchase continues to be subject to the remaining conditions set forth in the Second Amended Offer.”
Item 8. Additional Information
Item 8 is hereby amended and supplemented as set forth below.
The section entitled “United States Antitrust Clearance” is hereby amended to add the following paragraph after the second to last paragraph in that section on page 55:
“On May 30, 2014, the FTC granted termination of the waiting period under the HSR Act. The Offer to Purchase continues to be subject to the remaining conditions set forth in the Second Amended Offer.”
Item 9. Exhibits
Item 9 is hereby amended and supplemented is hereby amended and supplemented to add the following exhibit:
(a)(22) Press Release issued by the Company on May 30, 2014.
SIGNATURE
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.
| JOS. A. BANK CLOTHIERS, INC. | |
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| By: | /s/ Charles D. Frazer |
| Name: | Charles D. Frazer |
| Title: | Senior Vice President – General Counsel |
Dated: May 30, 2014
