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: March 25, 1998
MICRO WAREHOUSE, INC.
Delaware 0-20730 06-1192793
- --------------------------------------------------------------------------------
(State of Incorporation) (Commission File No.) (IRS Id. No.)
535 Connecticut Avenue
Norwalk, Connecticut 06854
(203) 899-4000
Exhibit Index Appears on Page 3
<PAGE>
Item 4. Changes in Registrant's Certifying Accountants
KPMG LLP are the independent accountants engaged as the principal
accountant to audit the financial statements for Micro Warehouse, Inc. (the
"Company"). On March 19, 1999, the Company informed KPMG LLP that upon
completion of the audit for the year ended December 31, 1998, the Company will
not reappoint them as the principal accountants for the year ended December 31,
1999. The Company will engage PricewaterhouseCoopers LLP as its principal
accountants. The decision to change accountants was recommended by the Audit
Committee of the Board of Directors and approved by the full Board of Directors.
In connection with the audits of the two fiscal years ended December 31,
1998 and 1997, there were no disagreements with KPMG LLP on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedures, which disagreements if not resolved to their satisfaction
would have caused them to make reference in connection with their opinion to the
subject matter of the disagreement.
The audit reports of KPMG LLP on the consolidated financial statements of
the Company and its subsidiaries as of and for the years ended December 31, 1998
and 1997, did not contain any adverse opinion or disclaimer of opinion, nor were
they qualified or modified as to uncertainty, audit scope, or accounting
principles. The Company has requested that KPMG LLP furnish it with a letter to
the Securities Exchange Commission stating whether or not it agrees with the
above statements. A copy of such letter, dated March 19, 1999 from KPMG LLP is
attached as Exhibit 16.1 to Form 8-K.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
The following exhibit is filed herewith:
16.1 Letter dated March 19, 1999 from KPMG to the SEC related
to the change in certifying accountants.
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.
Date: March 25, 1999 MICRO WAREHOUSE, INC.
(Registrant)
By: /s/ Wayne P. Garten
-----------------------------------
Wayne P. Garten
Executive Vice President,
Chief Financial Officer
(Principal Accounting Officer)
<PAGE>
EXHIBIT INDEX
Exhibit Number Description
16.1 Letter dated March 19, 1999 from KPMG to the SEC related to
the change in certifying accountants
KPMG
Stamford Square
3001 Summer Street
Stamford, CT 06905
Securities and Exchange Commission
Washington, DC 20549
March 19, 1999
Ladies and Gentlemen:
We are the principal accountants for Micro Warehouse, Inc. and, under the date
of February 16, 1999, we will report on the consolidated financial statements of
Micro Warehouse, Inc. and subsidiaries as of and for the years ended December
31, 1998 and 1997. On March 19, 1999, we were informed that upon completion of
the audit for the year ended December 31, 1998 we will not be reappointed as
principal accountants for the year ended December 31, 1999. We have read Micro
Warehouse's statements included under Item 4 of its Form 8-K dated March 25,
1999, and we agree with such statements, except that we are not in a position to
agree or disagree with MicroWarehouse's statement that the change was
recommended by the Audit Committee of the Board of Directors and approved by the
full Board of Directors.
Very truly yours,
/s/ KPMG LLP
