RPR&C In The Media


Baltimore Sun – Jos. Bank headquarters town hopes for best in takeover battle – quote by Jerry Reisman

January 11, 2014 Posted in: RPR&C In The Media


By Lorraine Mirabella

Bank, a target of Men’s Wearhouse, is biggest employer in Hampstead

Jos A. Bank Clothiers, based in Hampstead, Md., is facing a hostile takeover bid by its rival Men’s Wearhouse. Pictured is the Hampstead Police station on Main Street.

Consumers know Jos. A. Bank Clothiers for deals such as buy-one-get-two men’s suits, but to residents of Hampstead, it’s the good corporate citizen that spared the town as Black & Decker withered.

Now the northern Carroll County town faces the prospect of potentially losing its largest employer again.

Jos. A. Bank is locked in a heated battle for survival with Men’s Wearhouse. This month, its larger rival launched a hostile $1.6 billion takeover bid that Bank’s board is reviewing. The tug of war is being closely watched by the hundreds of local Bank employees and others who live, work and own businesses near the sprawling complex set amid farmland and suburban developments on Hampstead’s southern edge.

“I’m antsy, that’s for sure,” said Carroll County Commissioner Haven Shoemaker Jr., an attorney with a Hampstead office whose son and brother work in Bank’s distribution center. “As hard as we’re working to increase economic development activity in Carroll County and as tenuous as the economy is, I certainly don’t want to see the prospect of losing any jobs to some other state.”

With about 780 employees, Bank is the county’s fourth-largest employer, behind the school system and two hospitals. But its reach extends beyond employment — from the restaurants and shops along Hampstead’s Main Street to the county’s needy residents.

“They go through us to help their neighbors,” said Lynn Sheavly, executive director of the North East Social Action Program, a nonprofit in Hampstead that provides food, clothes and financial help to residents in need. “Their efforts are going right back into Carroll County.”

Every fall, Bank promotes the agency’s food drive, Sheavly said, and many Bank employees bring in canned goods and other nonperishables before Thanksgiving. In November, the food pantry served 130 families, she said.

Bank filled a void left by Black & Decker, which once employed nearly 2,000 workers in the plants that now house the retailer’s headquarters and distribution center, Shoemaker said. Black & Decker, the Towson-based toolmaker that merged with Stanley in 2010, has been shrinking its Hampstead presence for decades, but retains a small operation there.

Bank has been a “model corporate citizen,” Shoemaker said, one that always seems to be expanding and hiring.

In the fall, the retailer took steps to grow even more, making a surprise $2.3 billion offer to buy Men’s Wearhouse and create a men’s retailer with more than 1,700 stores. The combined company would be more competitive with department stores, said analysts who now see a merger as inevitable.

The only question is which retailer’s management will retain control.

Houston-based Men’s Wearhouse spurned Bank’s proposal in October, and turned the tables by offering $1.54 billion for Bank in late November. Bank rejected that deal but this month found itself a hostile-takeover target, with Men’s Wearhouse bypassing management and appealing directly to shareholders with a richer cash offer.

Bank executives would not comment on their Maryland-based operations or the possible local impact of any potential deal because the board expects to make a recommendation on Men’s Wearhouse’s offer by Friday.

Men’s Wearhouse has said in investor presentations it would operate the chain separately, with “no re-branding or remodels required — Jos. A. Bank’s store banner will remain in place.”

It even said it expects some Bank middle-managers to play active roles, but that likely wouldn’t spare all of the Hampstead operations if Men’s Wearhouse prevails.

“Traditionally, when a company is acquired … the acquiring company takes into consideration what costs it can save, reduce and contain,” said Jerry Reisman, a partner in the law firm Reisman Peirez Reisman & Capobianco in Garden City, N.Y., and a mergers and acquisitions financing expert. “All the administrative offices and positions are subject to closure and relocation.”

Men’s Wearhouse told investors it envisions streamlining management, eliminating duplicate corporate overhead and combining marketing and purchasing functions. Such overhead can include administrative areas like human resources, accounting, marketing and legal affairs, Reisman said.

“If indeed Men’s Wearhouse prevails in a hostile takeover, there are going to be people with Jos. A. Bank employed for many years, good valuable employees, who are going to lose their jobs,” he said.

Such job losses would pinch many of the businesses along Hampstead’s two-lane commercial district. Most say they’ve benefited, even if indirectly, from the large corporate anchor in this town of nearly 6,500 residents.