-----------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 2
(Final)
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
<PAGE>
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, as amended by Amendment No. 1 to Schedule 14D-1 dated January
31, 2000 (as amended, the "Schedule 14D-1") relating to Acquisition's purchase
of shares of Common Stock (the "Shares") of Micro Warehouse, Inc., a Delaware
corporation.
Item 10. Additional Information.
Item 10(f) is hereby amended to add 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 January 31, 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subject to guaranteed delivery procedures) were tendered and not withdrawn prior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 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 11. Material To Be Filed as Exhibits.
(a)(10) Press release, issued February 3, 2000.
-2-
<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: February 3, 2000
BYOWC PARTNERS LLC
By: /s/ Alfred D. Boyer
--------------------------
Name: Alfred D. Boyer
Title: Managing Member
-3-
<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: February 3, 2000
BRIDGEPORT HOLDINGS INC.
By: /s/ Alfred D. Boyer
--------------------------
Name: Alfred D. Boyer
Title: Vice President
-4-
<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: February 3, 2000
BRIDGEPORT ACQUISITION CORPORATION
By: /s/ Alfred D. Boyer
--------------------------
Name: Alfred D. Boyer
Title: Vice President
-5-
<PAGE>
EXHIBIT INDEX
Sequentially
Exhibit Numbered
Number Description Page
- ------ ----------- -----------
(a)(10) Press release issued on February 3, 2000 6
-6-
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.
# # #
-7-
