MICRO WAREHOUSE INC
8-K, 1996-06-07
CATALOG & MAIL-ORDER HOUSES
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                     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: June 7, 1996

                              MICRO WAREHOUSE, INC.
           


        Delaware                         0-20730               06-1192793       
- --------------------------------------------------------------------------------
  (State of Incorporation)        (Commission file No.)       (IRS Id. No.)

                         Exhibit Index Appears on Page 4
<PAGE>

Item 5.  Other Events
         ------------

         This Current Report on Form 8-K is being filed with the Securities and
Exchange Commission by Micro Warehouse, Inc. ("MWHS") for the purpose of
providing the information set forth in a press release issued by MWHS on June
5, 1996, a copy of which is filed as Exhibit 99.1 hereto and incorporated
herein by reference.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.
         -------------------------------------------------------------------

  (a)    Financial Statement of Business Acquired.

         None

  (b)    Pro Forma Financial Information.

         None

  (c)    Exhibits.

         The following exhibit is filed herewith:

         99.1 Press Release dated June 5, 1996.

<PAGE>

                              SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934, 
the registrant has duly cause this report to be signed on its behalf by the 
undersigned hereunto duly authorized.

                                              MICRO WAREHOUSE, INC.

Date: June 7, 1996                            By   /s/ Bruce L. Lev 
                                                ------------------------------
                                                   Bruce L. Lev 
                                                    Vice President 


<PAGE>
                                  EXHIBIT INDEX



Exhibit               
Number                                    Description                      
- ------                                    -----------
99.1                            Press Release dated June 5, 1996






                              EXHIBIT 99.1


FOR IMMEDIATE RELEASE
- ---------------------

CONTACT: Steven Purcell                     Melinda R. LeVino
         Vice President - Finance           Director, Corporate Communications
         Chief Financial Officer            (203) 899-4672
         and Treasurer
         (203) 899-4109

                  MICRO WAREHOUSE, INC. REPORTS SECOND QUARTER
                  EARNINGS TO BE BELOW ANALYSTS' EXPECTATIONS

    Norwalk, CT, June 5, 1996 -- Micro Warehouse, Inc. (Nasdaq: MWHS), a leading
direct marketer of microcomputer software and hardware products for users of
Apple Macintosh ("Mac") and IBM-compatable ("Wintel") personal computers, today
reported that it expects second quarter and full-year 1996 earnings to be
materially below analysts' expectations as a result of continued weakness in its
Mac business. The Company reported no domestic Mac growth in the month of May
1996 on a year-over-year basis as compared to 20% growth in April 1996. 
Continued uncertainties in the Apple marketplace make it difficult to predict
results for the Mac business.

     Due to these continued uncertainties, the Company also intends in the 
second quarter to write-off approximately $6.0 million of goodwill carried
on the balance sheets of its Mac-only subsidiaries in Australia, Denmark,
Mexico and Switzerland.

     Peter Godfrey, Chairman and Chief Executive Officer, confirmed that the
Company continues to address these challenges and expand the application of its
human and financial resources to the growth of its Wintel business. Mr. Godfrey
said "We are quite pleased with the performance of our worldwide Wintel
business. Although our Mac business continues to present us with significant 
challenges, our ongoing diversification into the Wintel platform is
gratifying and reflects our confidence in the organization to accomplish this
transition effectively."

     Micro Warehouse is a specialty catalog retailer of microcomputer software
and hardware products for users of Macintosh and IBM-compatible personal
computers. The Company markets products through frequent mailings of its
distinctive full-color catalogs in 16 countries and a dedicated outbound 
telemarketing sales force that focuses on commercial, educational and
governmental accounts.

Statement Under The Private Securities Litigation Reform Act
- ------------------------------------------------------------

With the exception of the historical information contained in this release,
the matters described herein contain forward-looking statements that involve
risk and uncertainties including but not limited to economic, competitive,
governmental and technological factors outside of the control of the
Company. These and other factors are described generally in the MD&A section
of the Company's 1995 Annual Report to Stockholders and most specifically in
the paragraphs in that section captioned "Liquidity and Capital Resources", 
"Impact of Inflation and Seasonality", "Subsequent Event", and "Outlook".




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