SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 -------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 26, 2002 -------------- CDW Computer Centers, Inc. -------------------------- (Exact Name of Registrant as Specified in Its Charter) Illinois 0-21796 36-3310735 -------- ------- ---------- (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification No.) 200 N. Milwaukee Ave. Vernon Hills, Illinois 60061 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (847) 465-6000 --------------- N/A --- (Former Name or Former Address, if Changed Since Last Report) Item 5. Other Events. On March 26, 2002, CDW Computer Centers, Inc. (the "Company") entered into an Underwriting Agreement (the "Underwriting Agreement") with Morgan Stanley & Co. Incorporated ("Morgan Stanley") and Gregory C. Zeman, pursuant to which Morgan Stanley will purchase 2,000,000 shares of the Company's common stock (the "Shares") from Mr. Zeman. The Underwriting Agreement is filed as an exhibit to this Form 8-K. Item 7. Financial Statements and Exhibits. (c) The following exhibit is included with this Report: Exhibit Number Exhibit - -------------- ------- 1. Underwriting Agreement, dated as of March 26, 2002, among Morgan Stanley & Co. Incorporated, the Company and Gregory C. Zeman. Signature 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. CDW Computer Centers, Inc. Date: March 27, 2002 By: /s/ Barbara A. Klein ------------------------------------ Barbara A. Klein Senior Vice President and Chief Financial Officer