<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 3, 1997
-------------
CD Warehouse, Inc.
------------------
(Exact name of registrant as specified in its charter)
Delaware
--------
(State or other jurisdiction of incorporation)
333-15139 73-1504999
--------- ----------
(Commission File Number) (I.R.S. Employer Identification No.)
722 N. Broadway, Oklahoma City, OK 73102
---------------------------------- -----
(Address of principal executive offices) (Zip Code)
(405) 232-2797
--------------
(Registrant's telephone, including area code)
<PAGE>
ITEM 5. OTHER EVENTS.
On March 3, 1997, the Registrant entered into an agreement with Berthel,
Fisher & Company, Leasing, Inc. to provide up to $1 million in equipment
financing to prospective franchisees of CD Warehouse stores. The agreement
with Berthel, Fisher & Company, Leasing, Inc. provides that the Cedar Rapids,
Iowa-based leasing company will finance up to $40,000 per store of equipment
costs, for an aggregate financing commitment of $1 million.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
The following documents are filed as part of this Report:
Form of Press Release issued by CD Warehouse, Inc. on March 4, 1997 with
respect to the financing commitment.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CD WAREHOUSE, INC.
(Registrant)
Date: March 6, 1997 BY: /s/ Jerry W. Grizzle
---------------------------------
Jerry W. Grizzle, President and
Chief Executive Officer
<PAGE>
INDEX TO EXHIBITS
Appears at
Sequentially
Exhibit Numbered
Number Description Page
------ ----------- ----
1 Press Release 5
<PAGE>
FOR IMMEDIATE RELEASE
Contact: Doyle E. Motley, Senior Vice President and Chief Financial
Officer of CD Warehouse, Inc. (972) 437-3559
CD WAREHOUSE INC. ARRANGES
$1 MILLION IN FINANCING FOR FRANCHISEES
OKLAHOMA CITY, OK--March 4, 1997--Doyle E. Motley Senior Vice President
and Chief Financial Officer of CD Warehouse, Inc. (Nasdaq SmallCap Market:
CDWI), announced today that the company has entered into an agreement with
Berthel, Fisher & Company, Leasing, Inc. to provide up to $1 million in
equipment financing to franchisees.
The agreement with Berthel, Fisher & Company, Leasing, Inc. provides that
the Cedar Rapids, Iowa-based leasing company will finance up to $40,000 per
store of equipment costs, for an aggregate financing commitment of $1 million.
According to Mr. Motley, the financing commitment "provides a vehicle which
makes it easier for potential franchisees to become part of the CD Warehouse
system."
CD Warehouse stores sell CD's, take customers' CD's in trade and buy
customers' CD's for cash. As of March 1, 1997, there were 112 franchised
CD Warehouse stores in 25 states and England.