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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: December 19, 1996
MICRO WAREHOUSE, INC.
535 Connecticut Avenue
Norwalk, Connecticut 06854
(203) 899-4000
Delaware 0-20730 06-1192793
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(State of Incorporation) (Commission File No.) (IRS Id. No.)
Exhibit Index Appears on Page 4
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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
December 19, 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 Businesses Acquired.
None.
(b) Pro Forma Financial Information.
None.
(c) Exhibits.
The following exhibit is filed herewith:
99.1 Press Release dated December 19, 1996.
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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 thereunto duly authorized.
MICRO WAREHOUSE, INC.
(Registrant)
Date: December 19, 1996 By
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Bruce L. Lev
Vice President
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EXHIBIT INDEX
Exhibit
Number Description
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99.1 Press Release dated December 19, 1996
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
CONTACT: Bruce L. Lev Melinda LeVino
Vice President and General Counsel Director, Corporate Communications
(203) 899-4529 (203) 899-4672
MICRO WAREHOUSE, INC. REPORTS FOURTH QUARTER
SALES IN LINE WITH ANALYSTS' EXPECTATIONS;
EARNINGS LIKELY TO BE SIGNIFICANTLY LOWER THAN EXPECTED
Norwalk, CT, December 19, 1996 - Micro Warehouse, Inc. (Nasdaq: MWHS)
today reported that, while sales for the current quarter ending December 31,
1996 are expected to be in line with analysts' expectations, earnings are likely
to be significantly lower than expected. Gross margins for the quarter have
declined principally as a result of the continuing shift of product mix towards
hardware and increased competition in the Macintosh business. Operating costs
are also expected to be higher than anticipated, reflecting legal and accounting
expenses associated with the Company's announced intention to restate its
earnings.
Chief Executive Officer Linwood A. ("Chip") Lacy, Jr. said "The decline in
gross margin and the additional expenses have come at a time when the Company
has invested in additional catalog mailings and space advertising to grow its
customer base and expand its IBM PC-compatible "Wintel" business. The results of
these prospecting efforts have been encouraging but we expect that the benefits
should come in future periods."
Mr. Lacy continued "The Company's business has undergone many changes in
1996. In 1997 Micro Warehouse expects a continued shift in its product mix
towards the Wintel platform. We intend to expand our corporate selling
activities which will entail up front costs for additional sales personnel and
some new selling vehicles. We also intend to expand our investment in
management information systems, with expenses being incurred before the hoped
for benefits are achieved. It is uncertain how quickly these new programs will
yield additional sales and profits and thus forecasting the level of profit for
1997 at this time would be speculative."
"We have begun an intensive examination of all aspects of the costs of our
business and commenced renegotiation of services from outside suppliers and the
implementation of more
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efficient processes and procedures. We aim to reduce our operating costs as a
percent of sales over time," said Mr. Lacy.
Micro Warehouse founder and Chairman Peter Godfrey said "While Chip Lacy
focuses on the operational side of the business, I will continue to drive our
investment in advertising and marketing programs designed to expand our customer
base and our Wintel business. In 1997 we intend to launch at least one new
specialty catalog and significantly expand our sales and customer communications
efforts on the Internet."
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, technological and litigation factors outside of the control of the
Company. These factors more specifically include: uncertainties surrounding
the demand for and supply of products manufactured by and compatible with those
of Apple Computer, Inc.; success of the Company's diversification away from its
Apple products; growth of the personal computer industry; timely availability of
existing and new products; competition from other catalog and retail store
resellers and the ultimate outcome of the legal proceedings brought against the
Company arising out of the accounting errors described in prior press releases
and the Form 10-Q for the period ended September 30, 1996. These and other
factors are described in the quarterly report for the period ended September 30,
1996 and more 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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