-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QpvLW8dl2FSCqB33rJapRqnb/dDqeRcA228Qv35D9uDyWMEare6rr2LEtalkdYcb aE0TEzmqNdo9QOPfiVXshw== 0000922423-00-000143.txt : 20000203 0000922423-00-000143.hdr.sgml : 20000203 ACCESSION NUMBER: 0000922423-00-000143 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000131 GROUP MEMBERS: BRIDGEPORT ACQUISITION CORPORATION GROUP MEMBERS: BRIDGEPORT HOLDINGS INC GROUP MEMBERS: BYOWC PARTNERS LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MICRO WAREHOUSE INC CENTRAL INDEX KEY: 0000892872 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 061192793 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-43249 FILM NUMBER: 518300 BUSINESS ADDRESS: STREET 1: 535 CONNECTICUT AVE CITY: NORWALK STATE: CT ZIP: 06854 BUSINESS PHONE: 2038994000 MAIL ADDRESS: STREET 1: 535 CONNECTICUT AVE CITY: NORWALK STATE: CT ZIP: 06854 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BYOWC PARTNERS LLC CENTRAL INDEX KEY: 0001101854 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: C/O KRAMER LEVIN STREET 2: 919 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10021 BUSINESS PHONE: 2174532705 SC 14D1/A 1 SCHEDULE 14D-1 AMENDMENT NO. 1 ----------------------------- 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 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 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 ----------------------- Name: Alfred D. Boyer Title: Managing Member 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 --------------------- Name: Alfred D. Boyer Title: Vice President 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 EXHIBIT INDEX Sequentially Exhibit Numbered Number Description Page - ------ ----------- ------------ (a)(10) Press release issued on January 31, 2000 6 EX-99.(A)(10) 2 PRESS RELEASE 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. -----END PRIVACY-ENHANCED MESSAGE-----