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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
(Amendment No. 2)
(Final)
MICRO WAREHOUSE, INC.
(Name of Issuer and Person Filing Statement)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
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59501B105
(CUSIP Number of Class of Securities)
BRUCE L. LEV, ESQ.
EXECUTIVE VICE PRESIDENT OF LEGAL AND CORPORATE AFFAIRS
MICRO WAREHOUSE, INC.
535 CONNECTICUT AVENUE
NORWALK, CONNECTICUT 06854
(203) 899-4000
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
COPY TO:
RANDI L. STRUDLER, ESQ.
Jones, Day, Reavis & Pogue
599 Lexington Avenue
New York, New York 10022
(212) 326-3939
February 2, 2000
(Date of Event Which Requires Filing of This Statement)
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This Amendment No. 2 to the Issuer Tender Offer Statement on Schedule
13E-4 originally filed on December 28, 1999 (the "Statement"), relates to an
offer by Micro Warehouse, Inc. (the "Company") to purchase up to 10,526,316
shares of its Common Stock, par value $.01 per share, including the associated
preferred share purchase rights (the "Shares"), at a price of $19.00 per Share,
net to the seller in cash, upon the terms and subject to the conditions set
forth in the Offer to Purchase, dated December 28, 1999 (the "Offer to
Purchase"), and the related Letter of Transmittal (the "Letter of Transmittal,"
which together with the Offer to Purchase constitute the "Offer"). Unless the
context otherwise requires, capitalized terms not defined herein have the
meanings assigned to them in the Offer to Purchase.
The Statement is hereby amended and/or supplemented as provided below:
ITEM 8. ADDITIONAL INFORMATION.
Item 8(e) is hereby amended and supplemented by adding to the end
thereof the following:
"All Shares tendered prior to the Offer's expiration at 5:00 p.m., New
York City time, on Wednesday, February 2, 2000 were accepted by the Purchasers
for payment, subject to the terms of the Offer. Parent and the Company issued a
press release on Thursday, February 3, 2000, in which they disclosed that an
aggregate of approximately 33.2 million Shares (including approximately 300,000
Shares subject to guaranteed delivery procedures) were tendered and not
withdrawn prior to the Expiration Date. Together with the Shares already owned
by Acquisition and giving effect to the purchase of Shares by the Company in the
Offer, Acquisition beneficially owns approximately 96% of all the Company's
outstanding Shares.
The merger of Acquisition and the Company under the short-form merger
provisions of the Delaware General Corporation Law was consummated on February
3, 2000."
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a)(12) Press Release issued on February 3, 2000.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Amendment No. 2 to Schedule 13E-4 is
true, complete and correct.
MICRO WAREHOUSE, INC.
February 3, 2000 By: /s/ Bruce L. Lev
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Bruce L. Lev
Executive Vice President
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EXHIBIT INDEX
EXHIBITS
(a)(11) Press Release issued by Parent and the Company on February 3, 2000.
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Exhibit (a)(11)
Contact: George Sard/Stephanie Sorrentino
Sard Verbinnen & Co.
212/687-8080
MICRO WAREHOUSE TENDER OFFER COMPLETED;
MERGER EXPECTED TO BE COMPLETED TODAY
NORWALK, CT, FEBRUARY 3, 2000 -- Micro Warehouse, Inc. (NASDAQ: MWHS) and
Bridgeport Holdings Inc., an affiliate of an investor group led by Gary L.
Wilson, Jerome B. York and Freeman Spogli & Co., announced today that they have
completed their $19 per share cash tender offer for all outstanding common
shares of Micro Warehouse.
Prior to the offer's expiration at 5:00 p.m. EST yesterday, approximately
33.2 million common shares were validly tendered and not withdrawn (including
approximately 300,000 shares subject to guaranteed delivery). As a result,
including shares already owned by the investor group and after giving effect to
Micro Warehouse's purchase of shares in the offer, Bridgeport beneficially owns
approximately 96.0% of the outstanding common shares of Micro Warehouse. The
merger of Micro Warehouse into a subsidiary of Bridgeport is expected to be
completed by the close of business today. Each share not tendered will be
converted in the merger into the right to receive $19, the same consideration
being paid for shares tendered in the offer.
Micro Warehouse, Inc., with annual sales of approximately $2.4 billion, is
a specialty catalog and online retailer and direct marketer of brand name
personal computers, computer software, accessories, peripherals and networking
products to commercial and consumer customers.
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