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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 1
to
Schedule 14D-1
Tender Offer Statement
Pursuant to Section 14(d)(1) of
the Securities Exchange Act of 1934
Micro Warehouse, Inc.
(Name of Subject Company)
BYOWC Partners LLC
Bridgeport Holdings Inc.
Bridgeport Acquisition Corporation
(Bidders)
Common Stock
(Title of class of securities)
59501B105
(CUSIP number of class of securities)
Alfred D. Boyer
9665 Wilshire Boulevard
Suite 200
Beverly Hills, California 90212
(Name, address and telephone number of person authorized to
receive notices and communications on behalf of Bidders)
with a copy to:
Joshua M. Berman, Esq.
Abbe L. Dienstag
Kramer Levin Naftalis & Frankel LLP
919 Third Avenue
New York, New York 10022
Telephone: (212) 715-9100
Page 1 of 6 pages
Exhibit Index is located on page 5
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Bridgeport Acquisition Corporation, a Delaware corporation
("Acquisition") and a wholly owned subsidiary of Bridgeport Holdings Inc.
("Parent"), Parent and BYOWC Partners LLC, a Delaware limited liability Company
("BYOWC"), hereby amend their Tender Offer Statement on Schedule 14D-1 dated
December 28, 1999 (the "Schedule 14D-1") relating to Acquisition's purchase of
shares of Common Stock (the "Shares") of Micro Warehouse, Inc., a Delaware
corporation.
Item 5. Purpose of the Tender Offer and Plans or Proposals of the Bidders.
Item 5(e) is hereby amended to add the following:
"On January 31, 2000, the Company announced that Peter Godfrey resigned
as the Company's Chairman, President and Chief Executive Officer, and that
Jerome B. York has been appointed as the Company's new Chairman, Chief Executive
Officer and President."
Item 10. Additional Information.
Item 10(f) is hereby amended to add the following:
"All Shares tendered prior to the Offer's initial expiration at 5:00
p.m., New York City time, on Friday, January 28, 2000, were accepted by the
Purchasers for payment, subject to the terms of the Offer. Parent and the
Company issued a press release on January 31, 2000, in which they disclosed that
an aggregate of approximately 32.35 million Shares (including approximately 2.39
million Shares subject to guartanteed delivery procedures) were tendered and not
withdrawn prior to the initial Expiration Date. Together with Shares already
owned by Acquisition and giving effect to the purchase of Shares by the Company
in the Offer, Acquisition beneficially owns approximately 93.5% of all the
Company's outstanding Shares.
The Offer to purchase all outstanding Shares of the Company has been
extended to 5:00 p.m., New York City time, on Wednesday, February 2, 2000. All
Shares tendered during the extension period will be accepted for payment and
there will be no withdrawal rights during the extension period."
Item 11. Material To Be Filed as Exhibits.
(a)(10) Press release, issued January 31, 2000.
2
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SIGNATURE
After due inquiry and to the best of the undersigned's knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: January 31, 2000
BYOWC PARTNERS LLC
By: /s/ Alfred D. Boyer
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Name: Alfred D. Boyer
Title: Managing Member
<PAGE>
SIGNATURE
After due inquiry and to the best of the undersigned's knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: January 31, 2000
BRIDGEPORT HOLDINGS INC.
By: /s/ Alfred D. Boyer
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Name: Alfred D. Boyer
Title: Vice President
<PAGE>
SIGNATURE
After due inquiry and to the best of the undersigned's knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: January 31, 2000
BRIDGEPORT ACQUISITION CORPORATION
By: /s/ Alfred D. Boyer
-------------------------------
Name: Alfred D. Boyer
Title: Vice President
<PAGE>
EXHIBIT INDEX
Sequentially
Exhibit Numbered
Number Description Page
- ------ ----------- ------------
(a)(10) Press release issued on January 31, 2000 6
Contact: George Sard/Stephanie Sorrentino
Sard Verbinnen & Co.
212/687-8080
INVESTOR GROUP TAKES CONTROL OF MICRO WAREHOUSE
JEROME YORK NAMED CHAIRMAN, PRESIDENT AND CEO
32.35 MILLION TENDERED SHARES ACCEPTED FOR PAYMENT
Norwalk, CT, January 31, 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
accepted for payment the approximately 32.35 million shares (including
approximately 2.39 million shares subject to guaranteed delivery procedures) of
Micro Warehouse that were tendered in their $19 per share cash tender offer
prior to its initial expiration on January 28, 2000.
Including shares already owned by Bridgeport and after giving effect to
Micro Warehouse's purchase of shares in the offer, Bridgeport beneficially owns
approximately 93.5 % of the outstanding common shares of Micro Warehouse and has
taken control of the company.
The offer has been extended until Wednesday, February 2, 2000 at 5:00
p.m. EST, unless further extended. All shares tendered during the extension
period will be promptly accepted for payment. There will be no withdrawal rights
during the extension period.
In connection with Bridgeport taking control of the company, York has
been named Chairman, President and Chief Executive Officer of Micro Warehouse,
replacing Peter Godfrey who has resigned. York is a former Chief Financial
Officer of IBM and Chrysler.
"I am looking forward to leading Micro Warehouse at a time of enormous
opportunities in a rapidly changing business," said York. "Micro Warehouse has a
large and growing Internet business, strong operating management, a talented
work force and good customer relationships with thousands of medium-size and
small businesses. I intend to work closely with all of these constituencies for
the benefit of our employees, customers, suppliers and investors."
The merger of Micro Warehouse into Bridgeport Acquisition Corp. is
expected later this week. 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. Following completion of the merger, the Board of
Directors of Micro Warehouse will be York, Wilson, Michael S. Ovitz, Alfred D.
Boyer, Bradford M. Freeman, Charles P. Rullman and William C. Johnson.
Credit Suisse First Boston and CIBC Inc. arranged the debt financing
for the transaction. Alfred D. Boyer of Boyer Capital Management initiated the
transaction and represented Bridgeport. Micro Warehouse was advised by
Wasserstein Perella & Co, Inc. Credit Suisse First Boston is serving as
dealer-manager for the tender 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.
