Jos. Bank headquarters town hopes for best in takeover battle

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.
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. (Kenneth K. Lam, Baltimore Sun)

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.

"As a small business owner, it's good to have a positive business economy," said Steve Rogers, owner of the BBQ Equipment Store on North Main Street, where older homes mix with established businesses and newer ventures such as the grilling products store. "You want to be surrounded by success to have a successful business yourself. People who work there live here in the community and shop at our businesses and have money for the local economy."

Bank's operations feed a steady flow of patrons to Main Street businesses such as the decades-old Matthews Tire Co., Snickerdoodles Bakery and Coffee House, and Greenmount Station, a sports bar and restaurant on Main Street.

"They're a big part of our lunch business," said Chris Richards, who owns Greenmount Station, which counts warehouse workers and executives among regulars. "It would impact us if they weren't there."

Small merchants have come and gone over the 45 years that Towne Pride Interiors flooring business has been on Main Street, but many longtime businesses have survived, said owner Ken Wright, who runs the business with his son.

"It's always good to have a good employer that runs a good operation," said Wright, who is president of the Hampstead Main Street Merchants' Association. "And [Bank] creates potential customers for all of us."

He said friends have worked at the company, and an employee's wife works there.

"It's a good place to work," Wright said.

Bank's impact isn't just limited to Hampstead and Carroll County.

It has long partnered with the Johns Hopkins Children's Center in Baltimore to create a line of "Miracle Ties," sales of which benefit the center. The neckwear bears drawings by pediatric patients of their favorite things, and last year's collection featured designs of footballs, crabs and presents.

Since the collection's launch in 1995, it has raised more than $950,000 for patient care at the children's center, said spokeswoman Ekaterina Pesheva. "It's a nice program we've had with them for quite a long time," she said.

The retailer imports much of its wares through the port of Baltimore, helping sustain the jobs of dock workers and truck drivers.

"A tremendous amount of product comes in overseas and at the port," which could be a factor in sustaining operations in Hampstead, said Walter Patton, a principal with commercial brokerage NAI KLNB.


But, in the case of a merger, the fate of Bank's distribution space — an estimated 600,000 square feet — could depend on the duration of the leases already in place as well as on the Men's Wearhouse distribution network, Patton said

Bank, which traces its roots to a Baltimore tailor who established a clothing manufacturing business in 1905, bought its 250,000-square-foot headquarters, which includes a distribution center, in February 1986 from Black & Decker, state records show. To support its fast growth, the retailer added distribution space in 2004 in a former Black & Decker plant in the adjacent Hampstead Industrial Center. In 2011, Bank opened a third distribution center in Eldersburg.

Workers process all of the merchandise headed to its more than 600 stores from the three centers. Flat goods, such as shirts, sweaters and ties, go through the headquarters building and the Eldersburg center; hanging goods, such as suits, dress pants and coats, come from the sprawling 415,000-square-foot industrial center space.

Many of Bank's employees, especially young, potential first-time home buyers, represent business opportunity for Marlene Pickard, a Hampstead-based account finance executive for GMH Mortgage Services LLC. She said her loan company hopes to offer an affinity mortgage program to Bank employees.

But as a 17-year resident of Hampstead, Pickard said she has concerns beyond her own business.

"A lot of people are employed there from Northern Carroll County and Baltimore County, and it would hurt us" if the future brings any downsizing or closures, she said. "We don't want to lose any businesses."

Baltimore Sun reporter Scott Calvert contributed to this article.

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