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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4)
CDW Computer Centers, Inc.
(Name of Issuer)
----------------
Common Stock
(Title of Class of Securities)
125129 10 6
(CUSIP Number)
--------------
Alan B. Patzik, Esq.
PATZIK, FRANK & SAMOTNY LTD.
150 South Wacker Drive, Suite 900
Chicago, Illinois 60606
(312) 551-8300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
----------------
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP NO 125129 10 6 13G Page 2 of 5 Pages
======== =======================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MICHAEL P. KRASNY ###-##-####
======== =======================================================================
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
NOT APPLICABLE (b) [ ]
======== =======================================================================
3 SEC USE ONLY
======== =======================================================================
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
- --------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
SHARES 12,033,999
BENEFICIALLY --------- =================================
OWNED BY 6 SHARED VOTING POWER
EACH 0
REPORTING --------- =================================
PERSON 7 SOLE DISPOSITIVE POWER
WITH 8,407,735
--------- =================================
8 SHARED DISPOSITIVE POWER
410,303
======== =======================================================================
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,033,999
======== =======================================================================
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
NOT APPLICABLE [ ]
======== =======================================================================
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
55.91%
======== =======================================================================
12 TYPE OF REPORT PERSON*
IN
======== =======================================================================
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO 125129 10 6 13G Page 3 of 5 Pages
Item 1(a) Name of Issuer:
CDW Computer Centers, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
200 North Milwaukee Avenue, Vernon Hills, Illinois 60061
Item 2(a) Name of Person Filing:
Michael P. Krasny
Item 2(b) Address of Principal Business Office or, if none, Residence:
200 North Milwaukee Avenue, Vernon Hills, Illinois 60061
Item 2(c) Citizenship:
USA
Item 2(d) Title of Class of Securities:
Common Shares
Item 2(e) CUSIP Number:
125129 10 6
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b), check whether the person filing is a:
NOT APPLICABLE
Item 4: Ownership:
(a) Amount Beneficially Owned as of December 31, 1997:
12,033,999 shares (includes 3,207,401 shares subject
to the MPK Stock Option Plan and 410,303 shares subject
to the MPK Restricted Stock Plan, [collectively "the
Plans"] with respect to such shares Mr. Krasny disclaims
beneficial ownership and 8,560 shares held by his
minor son). Pursuant to the terms of the Plans, Mr.
Krasny has the right to vote these shares and receive
dividends thereon, if any, until options are
exercised or shares vest, respectively. Pursuant to
the terms of the MPK Stock Option Plan, non-forfeitable
options to purchase 3,207,401 shares with an exercise
price of $.017 per share remain outstanding of which
514,207 are exercisable and the balance becomes
exercisable at the rate of 621,506 per year on each
December 31 until all options are exercisable. In the
event that an optionee shall cease to be employed by the
Issuer for any reason, all unexercised options shall
become immediately exercisable. Pursuant to the terms of
the MPK Restricted Stock Plan, as modified, 26,535 of
such shares are held in escrow until January 1, 2000, for
the benefit of eleven (11) eligible employees and on such
date, these employees will be vested in all of such
shares and such shares will be distributed to said
employees. The remaining 383,768 shares will be held in
escrow for the benefit of eighty (80) eligible employees
and will vest in equal installments on January 1, 2000,
2001, 2002 and 2003. Upon the termination of employment
of any eligible employee prior to such dates, such shares
revert to Mr. Krasny.
(b) Percent of Class: 55.91%
(i) sole power to vote or to direct the vote
12,033,999
(ii) shared power to vote or to direct the vote
0
(iii) sole power to dispose or direct the disposition of
8,407,735
(iv) shared power to dispose or to direct the
disposition of
410,303
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CUSIP NO 125129 10 6 13G Page 4 of 5 Pages
Item 5. Ownership of Five Percent or Less of a Class:
NOT APPLICABLE
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
NOT APPLICABLE
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company:
NOT APPLICABLE
Item 8. Identification and Classification of Members of the Group:
NOT APPLICABLE
Item 9. Notice of Dissolution of Group:
NOT APPLICABLE
Item 10. Certification:
NOT APPLICABLE
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CUSIP NO 125129 10 6 13G Page 5 of 5 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
February 13, 1998
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Date
/s/ Michael P. Krasny
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Signature
Michael P. Krasny, Chairman of the Board,
Chief Executive Officer, Secretary & Treasurer
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Name/Title
