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TMCNet:  BANK JOS A CLOTHIERS INC /DE/ FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders

[January 03, 2014]

BANK JOS A CLOTHIERS INC /DE/ FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders

(Edgar Glimpses Via Acquire Media NewsEdge) Item 1.01. Entry into a Material Definitive Agreement.

The information included in Item 3.03 below and the Amendment No. 1 to Rights Agreement filed as Exhibit 4.1 to this Current Report on Form 8-K is incorporated herein by reference.

Item 3.03. Material Modification to Rights of Security Holders.

As previously disclosed, on January 3, 2014, the Board of Directors of Jos. A.

Bank Clothiers, Inc. (the "Company") approved an Amendment No. 1 (the "Amendment") to Rights Agreement (the "Rights Agreement") dated as of September 6, 2007, between the Company and Continental Stock Transfer & Trust Company, as rights agent (the "Rights Agent"). The Amendment includes changes which: (i) decrease the beneficial ownership threshold for activating the Rights (as defined in the Rights Agreement) from 20% to 10%; (ii) include provisions in respect of certain derivative or synthetic arrangements having characteristics of a long position in the common shares of the Company in the definition of securities which a person or entity would be deemed to beneficially own; (iii) increase the purchase price for the exercise of Rights under the Rights Agreement from $200 to $250; and (iv) allow the Company's Board of Directors to redeem the Rights for any reason at any time prior to the close of business on the Distribution Date (as defined in the Rights Agreement). On January 3, 2014, the Company and the Rights Agent entered into the Amendment.


A copy of the Rights Agreement as originally executed is attached as Exhibit 4.1 to the Current Report on Form 8-K filed by the Company on September 7, 2007 and is incorporated herein by reference. This foregoing summary of the Amendment does not purport to be complete and is subject to and qualified in its entirety by reference to the Amendment, which is attached hereto as Exhibit 4.1.

Item 9.01. Exhibits.

(d) Exhibits Exhibit Number Description 4.1 Amendment No. 1 to Rights Agreement, dated as of January 3, 2014, by and between the Company and Continental Stock Transfer & Trust Company, as rights agent --------------------------------------------------------------------------------

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