SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A [X] Annual Report Pursuant To Section 13 or 15(d) of The Securities Exchange Act of 1934 for the fiscal year ended January 31, 1998 ("Fiscal 1997"). [ ] 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. A. BANK CLOTHIERS, INC. ---------------------------- (Exact name of registrant as specified in its character) DELAWARE 36-3189198 -------- ---------- (State of Incorporation) (I.R.S. Employer Identification No.) 500 HANOVER PIKE, HAMPSTEAD, MD 21074 - ------------------------------- ----------- (Address of principal executive offices) (zip code) (410) 239-2700 -------------- (Registrant's telephone number, including area code) Securities registered pursuant to Securities registered pursuant to Section 12(g) of the Act: Section 12(b) of the Act: Title of each class None ------------------- Common Stock (the "Common Stock") par value $.01 per share RIGHTS TO PURCHASE UNITS OF SERIES A PREFERRED STOCK Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III for this Form 10-K or any amendment to this Form 10-K. [ ] The aggregate market value of the voting stock held by nonaffiliates of the registrant, based upon the closing price of shares of Common Stock on the National Association of Securities Dealers Automated Quotation ("NASDAQ") National Market System at April 24, 1998 was approximately $50,084,746. The number of shares of Common Stock, par value $0.01 per share, outstanding on April 24, 1998 was 6,791,152. DOCUMENTS INCORPORATED BY REFERENCE: Portions of Definitive Proxy Statement for Annual Meeting of Shareholders to be held on June 9, 1998 are incorporated by reference into Part III hereof. Index to the exhibits appears on Page 17. JOS. A. BANK CLOTHIERS, INC. (REGISTRANT) BY: /s/: TIMOTHY F. FINLEY ______________________ TIMOTHY F. FINLEY CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons in the capacities and on the dates indicated. NAME TITLE DATE - ---- ----- ---- /s/: Timothy F. Finley Director, Chairman of the Board and Chief ____________________________ Executive Officer (Principal Executive Officer) April 24, 1998 Timothy F. Finley /s/: Frank Tworecke President and Chief Merchandising Officer April 24, 1998 ____________________________ Frank Tworecke /s/: David E. Ullman Executive Vice President, Chief Financial and April 24, 1998 ____________________________ Administrative Officer David E. Ullman /s/: Thomas E. Polley Vice President - Treasurer (Principal ____________________________ Accounting Officer) April 24, 1998 Thomas E. Polley /s/: Robert B. Bank Director April 24, 1998 ____________________________ Robert B. Bank /s/: Andrew A. Giordano Director April 24, 1998 ____________________________ Andrew A. Giordano /s/: Gary S. Gladstein Director April 24, 1998 ____________________________ Gary S. Gladstein /s/: Peter V. Handal Director April 24, 1998 ____________________________ Peter V. Handal /s/: David A. Preiser Director April 24, 1998 ____________________________ David A. Preiser /s/: Robert N. Wildrick Director April 24, 1998 ____________________________ Robert N. Wildrick 19 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Board of Directors and Shareholders of Jos. A. Bank Clothiers, Inc.: We have audited the accompanying consolidated balance sheets of Jos. A. Bank Clothiers, Inc. (a Delaware corporation) and subsidiaries as of February 1, 1997 and January 31, 1998, and the related consolidated statements of income (loss), shareholders' equity and cash flows for the years ended February 3, 1996, February 1, 1997 and January 31, 1998. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. 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, the financial statements referred to above present fairly, in all material respects, the financial position of Jos. A. Bank Clothiers, Inc. and subsidiaries as of February 1, 1997 and January 31, 1998, and the results of its operations and its cash flows for the years ended February 3, 1996, February 1, 1997 and January 31, 1998, in conformity with generally accepted accounting principles. /s/ Arthur Andersen LLP Baltimore, Maryland April 16, 1998 F-1