MICRO WAREHOUSE INC
8-K, 1997-10-27
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: October 27, 1997

                              MICRO WAREHOUSE, INC.

                             535 Connecticut Avenue
                           Norwalk, Connecticut 06854
                                 (203) 899-4000

       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 October
27, 1997, 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 October 27, 1997.


                                       2
<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 thereunto duly authorized.

                                        MICRO WAREHOUSE, INC.
                                             (Registrant)


Date: October 27, 1997                  By /s/ Bruce L. Lev
                                           --------------------------------
                                           Bruce L. Lev
                                           Vice President


                                       3
<PAGE>

                                  EXHIBIT INDEX

Exhibit
 Number                                               Description
- -------                                               -----------
  99.1                                     Press Release dated October 27, 1997


                                       4


                                                                    EXHIBIT 99.1
FOR IMMEDIATE RELEASE

CONTACT: Peter Godfrey                       Melinda LeVino
         Chairman of the Board               Director, Corporate Communications
         (203) 899-4186                      (203) 899-4672
         [email protected]                  [email protected]

             MICRO WAREHOUSE ANNOUNCES RESIGNATION OF PRESIDENT AND
          CHIEF EXECUTIVE OFFICER: ALSO ANNOUNCES THIRD QUARTER RESULTS

Norwalk, CT, October 27, 1997 -- Micro Warehouse (NASDAQ: MWHS) today announced
the resignation of its President and Chief Executive Officer, Linwood A. "Chip"
Lacy, Jr.

Founder and Chairman Peter Godfrey said, "Chip has successfully led Micro
Warehouse through a difficult year. We are most grateful. At this point the
Board of Directors and Mr. Lacy disagree over certain strategic matters and we
have accepted his resignation."

Mr. Godfrey will assume the positions of President and Chief Executive Officer,
effective immediately.

The Company also reported its financial results for the third quarter ended
September 30, 1997. Sales for the quarter were $522.1 million. Including an
after tax charge of $12.7 million, or $0.37 per share for the settlement of a
portion of the securities litigation against the Company, the Company lost $7.1
million or $0.21 per share. Excluding the charge, net income for the quarter was
$5.6 million or $0.16 per share.

For the nine months ended September 30, 1997, net sales were $1,552 million. The
Company reported net income of $8.5 million or $0.24 per share. Excluding the
after tax charge for the settlement of a portion of the securities litigation of
$12.7 million or $0.36 per share, net income and earnings per share for the nine
months ended September 30, 1997 were $21.2 million and $0.60 per share,
respectively.

More extensive financial information will be released after the close of today's
business. A conference call for financial analysts has been scheduled for
Tuesday, October 28th at 11:00 AM (E).

Micro Warehouse, Inc. is a specialty catalog retailer and direct marketer of
brand name personal computers, computer software, accessories, peripheral and
networking products to commercial and consumer customers. The Company markets
its products through frequent mailings of its distinctive, colorful catalogs,
Internet catalog sites on the worldwide web and dedicated telemarketing account
managers who focus on corporate, education and government accounts.



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