-----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, Kr96x7e850s09xSIy+UOP0SgwUkVc1c7YA/Bvlum5q/k/Nb0ezDYFAJUDUqwx8xT XLVShd/ScdN3gfWh+CUjSQ== 0001005477-99-001409.txt : 19990329 0001005477-99-001409.hdr.sgml : 19990329 ACCESSION NUMBER: 0001005477-99-001409 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980324 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990326 FILER: 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: 8-K SEC ACT: SEC FILE NUMBER: 000-20730 FILM NUMBER: 99574284 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 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: March 25, 1998 MICRO WAREHOUSE, INC. Delaware 0-20730 06-1192793 - -------------------------------------------------------------------------------- (State of Incorporation) (Commission File No.) (IRS Id. No.) 535 Connecticut Avenue Norwalk, Connecticut 06854 (203) 899-4000 Exhibit Index Appears on Page 3 Item 4. Changes in Registrant's Certifying Accountants KPMG LLP are the independent accountants engaged as the principal accountant to audit the financial statements for Micro Warehouse, Inc. (the "Company"). On March 19, 1999, the Company informed KPMG LLP that upon completion of the audit for the year ended December 31, 1998, the Company will not reappoint them as the principal accountants for the year ended December 31, 1999. The Company will engage PricewaterhouseCoopers LLP as its principal accountants. The decision to change accountants was recommended by the Audit Committee of the Board of Directors and approved by the full Board of Directors. In connection with the audits of the two fiscal years ended December 31, 1998 and 1997, there were no disagreements with KPMG LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to their satisfaction would have caused them to make reference in connection with their opinion to the subject matter of the disagreement. The audit reports of KPMG LLP on the consolidated financial statements of the Company and its subsidiaries as of and for the years ended December 31, 1998 and 1997, did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. The Company has requested that KPMG LLP furnish it with a letter to the Securities Exchange Commission stating whether or not it agrees with the above statements. A copy of such letter, dated March 19, 1999 from KPMG LLP is attached as Exhibit 16.1 to Form 8-K. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. The following exhibit is filed herewith: 16.1 Letter dated March 19, 1999 from KPMG to the SEC related to the change in certifying accountants. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: March 25, 1999 MICRO WAREHOUSE, INC. (Registrant) By: /s/ Wayne P. Garten ----------------------------------- Wayne P. Garten Executive Vice President, Chief Financial Officer (Principal Accounting Officer) EXHIBIT INDEX Exhibit Number Description 16.1 Letter dated March 19, 1999 from KPMG to the SEC related to the change in certifying accountants EX-16.1 2 LETTER OF KPMG TO SEC KPMG Stamford Square 3001 Summer Street Stamford, CT 06905 Securities and Exchange Commission Washington, DC 20549 March 19, 1999 Ladies and Gentlemen: We are the principal accountants for Micro Warehouse, Inc. and, under the date of February 16, 1999, we will report on the consolidated financial statements of Micro Warehouse, Inc. and subsidiaries as of and for the years ended December 31, 1998 and 1997. On March 19, 1999, we were informed that upon completion of the audit for the year ended December 31, 1998 we will not be reappointed as principal accountants for the year ended December 31, 1999. We have read Micro Warehouse's statements included under Item 4 of its Form 8-K dated March 25, 1999, and we agree with such statements, except that we are not in a position to agree or disagree with MicroWarehouse's statement that the change was recommended by the Audit Committee of the Board of Directors and approved by the full Board of Directors. Very truly yours, /s/ KPMG LLP -----END PRIVACY-ENHANCED MESSAGE-----