MERISEL INC /DE/, S-3/A, 1994-05-04

MERISEL INC /DE/
S-3/A, 1994-05-04
COMPUTERS & PERIPHERAL EQUIPMENT & SOFTWARE

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 3, 1994

REGISTRATION NO. 33-52817

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

----------------

AMENDMENT NO. 1

TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

----------------

MERISEL, INC.
(Exact name of registrant as specified in its charter)

Delaware 95-4172359
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

200 Continental Boulevard
El Segundo, California 90245
(310) 615-3080
(Address, including zip code, and telephone number, including
area code of registrant's principal executive offices)

----------------

JAMES L. BRILL
Senior Vice President-Finance, Chief Financial Officer and Secretary
Merisel, Inc.
200 Continental Boulevard
El Segundo, California 90245
(310) 615-3080
(Name, address, including zip code, and telephone number, including area code,
of agent for service)

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COPIES TO:

ROBERT G. MORRISH, ESQ. JAMES R. UKROPINA, ESQ.
CYNTHIA M. DUNNETT, ESQ. RICHARD A. BOEHMER, ESQ.
Riordan & McKinzie O'Melveny & Myers
300 South Grand Avenue 400 South Hope Street
Los Angeles, California 90071 Los Angeles, California
90071

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]

If any of the securities being offered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [_]

----------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

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EXPLANATORY NOTE

The form of Prospectus filed as part of this Registration Statement has two
front cover pages. The first of each duplicate page relates to the offering of
the shares of Common Stock in the United States and Canada by the U.S.
Underwriters. The second of each duplicate page relates to the offering of the
shares of Common Stock outside the United States and Canada by the
International Underwriters. The other pages included in the form of Prospectus
contained herein are common pages which will appear in both Prospectuses.
<PAGE>

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
PROSPECTUS (Subject to Completion)

Issued May 3, 1994

5,250,000 Shares

[LOGO OF MERISEL, INC.]

COMMON STOCK

-----------

OF THE 5,250,000 SHARES (THE "SHARES") OF COMMON STOCK OFFERED HEREBY,
5,000,000 ARE BEING SOLD BY THE COMPANY AND 250,000 ARE BEING SOLD BY THE
SELLING SHAREHOLDERS. SEE "PRINCIPAL AND SELLING SHAREHOLDERS." THE COMPANY
WILL NOT RECEIVE ANY OF THE PROCEEDS FROM THE SALE OF SHARES BY THE SELLING
SHAREHOLDERS. OF THE SHARES BEING OFFERED, 4,200,000 ARE BEING OFFERED
INITIALLY IN THE UNITED STATES AND CANADA BY THE U.S. UNDERWRITERS (THE
"U.S. OFFERING") AND 1,050,000 ARE BEING OFFERED INITIALLY OUTSIDE THE
UNITED STATES AND CANADA BY THE INTERNATIONAL UNDERWRITERS (THE
"INTERNATIONAL OFFERING," TOGETHER WITH THE U.S. OFFERING, THE
"OFFERING"). SEE "UNDERWRITERS." THE COMMON STOCK OF THE COMPANY IS
TRADED ON THE NASDAQ NATIONAL MARKET UNDER THE SYMBOL "MSEL." ON MAY
2, 1994 THE REPORTED LAST SALE PRICE OF THE COMMON STOCK AS QUOTED ON
THE NASDAQ NATIONAL MARKET WAS $17.75 PER SHARE.

-----------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

-----------
PRICE $ A SHARE
-----------

<TABLE>
<CAPTION>
UNDERWRITING PROCEEDS TO
PRICE TO DISCOUNTS AND PROCEEDS TO SELLING
PUBLIC COMMISSIONS(1) COMPANY(2) SHAREHOLDERS(2)
-------- -------------- ----------- ---------------
<S> <C> <C> <C> <C>
Per Share................... $ $ $ $
Total(3).................... $ $ $ $
</TABLE>
- -----
(1) The Company and the Selling Shareholders have agreed to indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act of 1933, as amended.
(2) Before deducting expenses of the Offering, payable by the Company and the
Selling Shareholders, estimated at $520,000 and $5,807, respectively.
(3) The Company and Selling Shareholders have granted the U.S. Underwriters
an option exercisable within 30 days of the date hereof, to purchase up
to an aggregate of 787,500 additional shares of Common Stock at the price
to public less underwriting discounts and commissions for the purpose of
covering over-allotments, if any. If the U.S. Underwriters exercise such
option in full, the total price to public, underwriting discounts and
commissions and proceeds to Company and Selling Shareholders will be
$ , $ , $ and $ , respectively. See "Underwriters."

-----------

The Shares are offered, subject to prior sale, when, as and if accepted by
the Underwriters named herein and subject to approval of certain legal matters
by O'Melveny & Myers, counsel for the Underwriters. It is expected that
delivery of the Shares will be made on or about , 1994, at the office of
Morgan Stanley & Co. Incorporated, New York, New York against payment therefor
in New York funds.

-----------

MORGAN STANLEY & CO.
Incorporated

LEHMAN BROTHERS

THE ROBINSON-HUMPHREY COMPANY, INC.

, 1994
<PAGE>

Issued May 3, 1994

5,250,000 Shares

[LOGO OF MERISEL, INC.]

COMMON STOCK

-----------

OF THE 5,250,000 SHARES (THE "SHARES") OF COMMON STOCK OFFERED HEREBY,
5,000,000 ARE BEING SOLD BY THE COMPANY AND 250,000 ARE BEING SOLD BY THE
SELLING SHAREHOLDERS. SEE "PRINCIPAL AND SELLING SHAREHOLDERS." THE COMPANY
WILL NOT RECEIVE ANY OF THE PROCEEDS FROM THE SALE OF SHARES BY THE
SELLING SHAREHOLDERS. OF THE SHARES BEING OFFERED, 1,050,000 ARE BEING
OFFERED INITIALLY OUTSIDE THE UNITED STATES AND CANADA BY THE
INTERNATIONAL UNDERWRITERS (THE "INTERNATIONAL OFFERING") AND
4,200,000 ARE BEING OFFERED INITIALLY IN THE UNITED STATES AND CANADA
BY THE U.S. UNDERWRITERS (THE "U.S. OFFERING," TOGETHER WITH THE
INTERNATIONAL OFFERING, THE "OFFERING"). SEE "UNDERWRITERS." THE
COMMON STOCK OF THE COMPANY IS TRADED ON THE NASDAQ NATIONAL
MARKET UNDER THE SYMBOL "MSEL." ON MAY 2, 1994 THE REPORTED
LAST SALE PRICE OF THE COMMON STOCK AS QUOTED ON THE NASDAQ
NATIONAL MARKET WAS $17.75 PER SHARE.

-----------

-----------
PRICE $ A SHARE
-----------

-----------

MORGAN STANLEY & CO.
International

LEHMAN BROTHERS

THE ROBINSON-HUMPHREY COMPANY, INC.

, 1994
<PAGE>

NO PERSON IS AUTHORIZED IN CONNECTION WITH ANY OFFERING MADE HEREBY TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS
PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY, BY ANY SELLING
SHAREHOLDER OR BY ANY UNDERWRITER. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITY OTHER THAN THE
SHARES OF COMMON STOCK OFFERED HEREBY OR AN OFFER OR SOLICITATION TO ANY
PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR
SOLICITATION TO SUCH PERSON. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY
SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT
THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE
DATE HEREOF.

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
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<S> <C>
Prospectus Summary............... 3
The Company...................... 5
Use of Proceeds.................. 8
Price Range of Common Stock...... 8
Dividend Policy.................. 8
Capitalization................... 9
Selected Consolidated Financial
Data............................ 10
Unaudited Pro Forma Condensed
Combined Financial Statements... 11
Management's Discussion and
Analysis of Financial Condition
and Results of Operations....... 15
Business......................... 22
</TABLE>
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Management...................... 33
Principal and Selling
Shareholders................... 36
Description of Capital Stock.... 38
Certain Indebtedness and
Financing Arrangements......... 39
Underwriters.................... 41
Certain Federal Income Tax
Consequences to Non-United
States Holders................. 43
Legal Matters................... 45
Experts......................... 45
Available Information........... 45
Documents Incorporated by
Reference...................... 46
Index to Consolidated Financial
Statements..................... F-1
</TABLE>

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK
AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

IN CONNECTION WITH THIS OFFERING, CERTAIN UNDERWRITERS AND SELLING GROUP
MEMBERS (IF ANY) OR THEIR RESPECTIVE AFFILIATES MAY ENGAGE IN PASSIVE MARKET
MAKING TRANSACTIONS IN THE COMMON STOCK ON THE NASDAQ NATIONAL MARKET IN
ACCORDANCE WITH RULE 10B-6A UNDER THE SECURITIES EXCHANGE ACT OF 1934. SEE
"UNDERWRITERS."

FOR GREAT BRITAIN PROSPECTIVE PURCHASERS ONLY: SECURITIES MAY NOT BE OFFERED
IN GREAT BRITAIN, BY MEANS OF THIS OR ANY OTHER DOCUMENT, OTHER THAN TO
PERSONS WHOSE ORDINARY BUSINESS IT IS TO BUY OR SELL SHARES OR DEBENTURES,
WHETHER AS PRINCIPAL OR AGENT. ALL APPLICABLE PROVISIONS OF THE FINANCIAL
SERVICES ACT 1986 WITH RESPECT TO ANYTHING DONE IN RELATION TO THE SECURITIES
IN, FROM OR OTHERWISE INVOLVING THE UNITED KINGDOM MUST BE COMPLIED WITH. NO
DOCUMENT RECEIVED IN CONNECTION WITH THE ISSUE OF THE SECURITIES MAY BE ISSUED
OR PASSED ON TO ANY PERSON IN THE UNITED KINGDOM UNLESS THAT PERSON IS OF A
KIND DESCRIBED IN ARTICLE 9(3) OF THE FINANCIAL SERVICES ACT 1986 (INVESTMENT
ADVERTISEMENTS) (EXEMPTIONS) ORDER 1988 OR IS A PERSON TO WHOM THE DOCUMENT
MAY OTHERWISE LAWFULLY BE ISSUED OR PASSED ON.

FOR ONTARIO PROSPECTIVE PURCHASERS ONLY: THE SECURITIES BEING OFFERED ARE
THOSE OF A FOREIGN ISSUER AND ONTARIO PURCHASERS WILL NOT RECEIVE THE
CONTRACTUAL RIGHT OF ACTION PRESCRIBED BY SECTION 32 OF THE REGULATION UNDER
THE SECURITIES ACT (ONTARIO). AS A RESULT, ONTARIO PURCHASERS MUST RELY ON
OTHER REMEDIES THAT MAY BE AVAILABLE, INCLUDING COMMON LAW RIGHTS OF ACTION
FOR DAMAGES OR RESCISSION OR RIGHTS OF ACTION UNDER THE CIVIL LIABILITY
PROVISIONS OF THE U.S. FEDERAL SECURITIES LAWS. ALL OF THE COMPANY'S DIRECTORS
AND OFFICERS, AS WELL AS THE EXPERTS NAMED HEREIN, MAY BE LOCATED OUTSIDE OF
CANADA AND, AS A RESULT, IT MAY NOT BE POSSIBLE FOR ONTARIO PURCHASERS TO
EFFECT SERVICE OF PROCESS WITHIN CANADA UPON THE COMPANY OR SUCH PERSONS. ALL
OR A SUBSTANTIAL PORTION OF THE ASSETS OF THE COMPANY AND SUCH PERSONS MAY BE
LOCATED OUTSIDE OF CANADA AND, AS A RESULT, IT MAY NOT BE POSSIBLE TO SATISFY
A JUDGMENT AGAINST THE COMPANY OR SUCH PERSONS IN CANADA OR TO ENFORCE A
JUDGMENT OBTAINED IN CANADIAN COURTS AGAINST SUCH COMPANY OR PERSONS OUTSIDE
OF CANADA.

2
<PAGE>

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed
information and financial data appearing elsewhere, or incorporated by
reference, in this Prospectus. As used herein, except as the context otherwise
requires, the terms "Company" and "Merisel" refer to Merisel, Inc., a Delaware
corporation, and its subsidiaries.

THE COMPANY

Merisel is the largest worldwide publicly-held wholesale distributor of
microcomputer hardware and software products. Through its full-line, channel-
specialized distribution business, Merisel combines the comprehensive product
selection and operational efficiency of a full-line distributor with the
customer support of a specialty distributor offering dedicated sales
organizations to each of its customer groups. On January 31, 1994, the Company
completed the acquisition (the "ComputerLand Acquisition") of certain assets of
ComputerLand Corporation's United States franchise and aggregator business (the
"ComputerLand Business"). The ComputerLand Business is a leading aggregator, or
master reseller, of computer systems and related products from major
microcomputer manufacturers, including Apple, Compaq, Hewlett-Packard and IBM,
to a network of approximately 750 independently-owned computer product
resellers in the United States. With the acquisition of the ComputerLand
Business, the Company has become the industry's only "Master Distributor,"
combining the strengths of a full-line, channel-specialized distributor with
those of a master reseller. As a Master Distributor, the Company believes it is
uniquely positioned to offer a wider selection of microcomputer products to
more categories of customers than any of its competitors.

Merisel has achieved its leading position by pursuing a strategy of offering
the industry's leading products and services to its customers at competitive
prices, providing superior cost-effective service through operational
excellence, expanding the Company's international business and targeting its
various customer groups using dedicated sales forces and specialized marketing,
finance and technical support programs. At December 31, 1993, Merisel stocked
over 25,000 products from more than 900 of the microcomputer hardware and
software industry's leading manufacturers including Apple, AST, Borland,
Colorado Memory Systems, Compaq, Creative Labs, Digital Equipment Corporation,
Epson, Hayes, Hewlett-Packard, IBM, Intel, Lotus, Microsoft, NEC, Novell,
Okidata, Sun Microsystems, Symantec, Texas Instruments, 3Com, Toshiba,
WordPerfect and Wyse. Merisel sells products to over 65,000 computer resellers
worldwide, including value-added resellers, large retail chains and
franchisees, computer superstores, mass merchants, Macintosh and Unix
resellers, system integrators and original equipment manufacturers. The Company
currently maintains 20 distribution centers that serve North America, Europe,
Latin America, Australia and other international markets. For the year ended
December 31, 1993, the Company's net sales by geographic region were generated
as follows: United States, 63%; Canada, 13%; Europe, 17%; and other
international markets, 7%.

Merisel's sales have increased from $1.6 billion in 1991 to $3.1 billion in
1993, reflecting substantial growth in both domestic and international sales as
the worldwide market for computer products has expanded and manufacturers
increasingly have turned to wholesale distributors for distribution of their
products. The Company's net income has grown from $10.8 million in 1991 to
$30.4 million in 1993. The Company's net income as a percentage of sales, or
net margin, improved over this period, largely as a result of management's
success in reducing selling, general and administrative expenses and interest
expense, expressed as a percentage of sales, to more than offset lower gross
margins. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations."

3
<PAGE>

THE OFFERING
<TABLE>
<S> <C>
Common Stock offered:(1)
By the Company........................... 5,000,000 shares
By the Selling Shareholders.............. 250,000 shares
Total.................................. 5,250,000 (4,200,000 shares to be
offered in the U.S. and Canada and
1,050,000 shares to be offered
outside the U.S. and Canada)
Common Stock to be outstanding after the
Offering(1)(2)............................ 35,765,024 shares
Use of proceeds by the Company............. To reduce the Company's bank
borrowings. See "Use of Proceeds."
Nasdaq National Market symbol.............. MSEL
</TABLE>
- --------
(1) Assumes the U.S. Underwriters' over-allotment option is not exercised. See
"Underwriters."
(2) Based upon Common Stock outstanding at March 21, 1994 and assuming the
completion of the anticipated issuance of 1,103,144 shares of Common Stock
to ComputerLand Corporation in connection with the ComputerLand
Acquisition. See "The Company--ComputerLand Acquisition." Does not include
2,006,000 shares of Common Stock reserved for issuance upon exercise of
outstanding stock options as of December 31, 1993 or 1,542,000 shares of
Common Stock available at December 31, 1993 for the future grant of stock
options under the Company's stock option plans.

SUMMARY HISTORICAL AND PRO FORMA CONSOLIDATED FINANCIAL DATA

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------------------------------------
PRO FORMA
1989 1990 1991 1992 1993 1993(2)
-------- ---------- ---------- ---------- ---------- ----------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:(1)
Net sales............... $629,362 $1,192,411 $1,585,446 $2,238,715 $3,085,851 $4,157,157
Gross profit............ 66,412 118,858 157,955 202,423 258,536 313,258
Operating income........ 20,771 16,497 38,273 51,518 71,384 84,651
Interest expense........ 3,472 13,720 15,972 15,742 17,810 23,148
Income before income
taxes.................. 16,663 3,553 21,478 34,477 50,852 58,781
Net income.............. 10,246 635 10,826 19,665 30,439 35,196
Earnings per share...... $0.81 $0.03 $0.43 $0.67 $1.00 $1.12
Weighted average shares
outstanding............ 12,678 21,766 24,897 29,274 30,454 31,557
</TABLE>

<TABLE>
<CAPTION>
DECEMBER 31, 1993
------------------------------------
PRO FORMA
ACTUAL PRO FORMA(2) AS ADJUSTED(3)
-------- ------------ --------------
(IN THOUSANDS)
<S> <C> <C> <C>
BALANCE SHEET DATA:
Working capital............................ $359,765 $ 297,565 $ 362,565
Total assets............................... 936,283 1,021,283 1,021,283
Long-term and subordinated debt............ 208,500 208,500 178,520
Stockholders' equity....................... 223,857 243,857 338,837
</TABLE>
- --------
(1) Merisel's fiscal year is the 52- or 53-week period ending on the Saturday
nearest to December 31. For clarity of presentation throughout this
Prospectus, Merisel has described year-ends presented as if the years ended
on December 31. Except for 1992 all fiscal years presented were 52 weeks in
duration. In April 1990, the Company acquired Microamerica, Inc. in a
transaction accounted for as a purchase. Prior to the acquisition, the
Company operated under the name Softsel Computer Products, Inc.
("Softsel"). The financial data presented includes that of Softsel prior to
the acquisition of Microamerica, Inc. and that of the combined entity
subsequent to that date.

(2) Reflects on a pro forma basis the effect of (i) the ComputerLand
Acquisition and (ii) the anticipated issuance of 1,103,144 shares of Common
Stock to ComputerLand Corporation in connection with the ComputerLand
Acquisition. Does not reflect the sale of the Shares in the Offering, or
the application of the proceeds therefrom to repay bank debt. Had such
shares been outstanding throughout 1993, and the proceeds therefrom used to
repay debt, as provided under "Use of Proceeds," pro forma earnings per
share for the year ended December 31, 1993 would have been $1.07. See "The
Company--ComputerLand Acquisition", "Use of Proceeds" and "Unaudited Pro
Forma Condensed Combined Financial Statements."
(3) Pro forma amounts adjusted to give effect to the sale of the Shares offered
by the Company in the Offering and the application of the estimated net
proceeds by the Company from the sale of such Shares, assuming the U.S.
Underwriters' over-allotment option is not exercised. See "Use of
Proceeds."

4
<PAGE>

THE COMPANY

OVERVIEW

Merisel is the largest worldwide publicly-held wholesale distributor of
microcomputer hardware and software products. Through its full-line, channel-
specialized distribution business, Merisel combines the comprehensive product
selection and operational efficiency of a full-line distributor with the
customer support of a specialty distributor offering dedicated sales
organizations to each of its customer groups. On January 31, 1994, the Company
completed the acquisition (the "ComputerLand Acquisition") of certain assets of
ComputerLand Corporation's United States franchise and aggregator business (the
"ComputerLand Business"). The ComputerLand Business is a leading aggregator, or
master reseller, of computer systems and related products from major
microcomputer manufacturers, including Apple, Compaq, Hewlett-Packard and IBM,
to a network of approximately 750 independently-owned computer product
resellers in the United States. See "--ComputerLand Acquisition," "Unaudited
Pro Forma Condensed Combined Financial Statements" and "Business--ComputerLand
Business." With the acquisition of the ComputerLand Business, the Company has
become the industry's only "Master Distributor," combining the strengths of a
full-line, channel-specialized distributor with those of a master reseller. As
a Master Distributor, the Company believes it is uniquely positioned to offer a
wider selection of microcomputer products to more categories of customers than
any of its competitors.

At December 31, 1993, Merisel stocked over 25,000 products from more than 900
of the microcomputer hardware and software industry's leading manufacturers
including Apple, AST, Borland, Colorado Memory Systems, Compaq, Creative Labs,
Digital Equipment Corporation, Epson, Hayes, Hewlett-Packard, IBM, Intel,
Lotus, Microsoft, NEC, Novell, Okidata, Sun Microsystems, Symantec, Texas
Instruments, 3Com, Toshiba, WordPerfect and Wyse. Merisel sells products to
over 65,000 computer resellers worldwide, including value-added resellers,
large retail chains and franchisees, computer superstores, mass merchants,
Macintosh and Unix resellers, system integrators and original equipment
manufacturers. The Company currently maintains 20 distribution centers that
serve North America, Europe, Latin America, Australia and other international
markets. For fiscal year ended December 31, 1993, the Company's net sales by
geographic region were generated as follows: United States, 63%; Canada, 13%;
Europe, 17%; and other international markets, 7%.

BUSINESS STRATEGY

PROVIDING LEADING PRODUCTS AND SERVICES. The Company's objective is to offer
the broadest range of leading product brands in each of the product categories
it carries. By stocking the leading brands, the Company generates sales of both
those product brands as well as other products, as reseller customers often
prefer to deal with a single source for many of their product needs. The
Company continuously evaluates new products, the demand for its current
products and its overall product mix and seeks to develop distribution
relationships with suppliers of products that enhance the Company's product
offerings. The Company believes that the size of its reseller customer base,
its international distribution capability and the breadth and quality of its
marketing support programs give it a competitive advantage over smaller,
regional distributors in developing supplier relationships.

5
<PAGE>

manufacturers' key microcomputer systems in the United States, except on a
limited basis. Instead, these manufacturers historically have distributed their
products directly to resellers and through aggregators such as ComputerLand
Corporation. See "Business--The Industry."

The Company believes that an opportunity exists to generate additional,
higher-margin revenues by offering fee-based services and information to
manufacturers and resellers. In 1993, the Company formed the Channel Services
Group to provide a variety of these services, including telemarketing,
merchandising and electronic software services.

ACHIEVING OPERATIONAL EXCELLENCE. The Company believes that high levels of
customer service and operating efficiency, or "operational excellence," are
important factors in achieving and maintaining success in the highly
competitive microcomputer products distribution industry. The Company measures
operational excellence by such standards as "ease of doing business," accuracy
and efficiency in delivering products and expediting the delivery of services
and information. Merisel constantly strives to improve its operational
processes. In furtherance of this strategy, the Company is in the process of
upgrading and improving its computer operating systems as well as its warehouse
management systems. See "Business--Operations and Distribution." In addition,
the Company is reorganizing its European operations, adding new management
personnel and centralizing certain functions to achieve economies of scale.
Merisel will seek to continue to refine the operational systems at its foreign
sales offices and distribution centers in order to increase the uniformity and
efficiency of the Company's worldwide operations. See "Business--International
Operations." These changes are intended to enhance the Company's ability to
offer faster, more efficient and accurate service to its customers.

EXPANDING INTERNATIONALLY. Merisel believes that it generates the largest
volume of international sales of any U.S.-based distributor, and is the largest
wholesale distributor of computer products in Canada and a leading distributor
in Europe, Mexico, Australia and Latin America. See "Business--International
Operations." The Company believes that many international markets will offer
growth and profit opportunities, due to the immature and fragmented nature of
the microcomputer distribution industry in these markets. Merisel believes it
is well positioned to capitalize on the opportunities presented in a number of
these markets because of the current scope of its international operations and
its ability to offer a broader range of products and specialized services than
many of its competitors. The Company's strategy is to expand its international
operations through internal growth and the possible acquisition of existing
distributors or the establishment of new operations in other countries.

TARGETING CUSTOMER GROUPS. Merisel serves a variety of different reseller
channels, which have diverse product, financing and support needs. Merisel was
the first full-line distributor in the industry to offer its various customer
groups a channel-dedicated sales force as well as customized product offerings,
financing programs and marketing and technical support programs, all of which
are tailored to address the differing needs of these customer groups. The
Company intends to continue to monitor the markets it serves to identify
customer opportunities and develop sales and marketing programs that serve
these groups more effectively. In furtherance of this strategy, on January 31,
1994 the Company completed the ComputerLand Acquisition.

COMPUTERLAND ACQUISITION

On January 31, 1994, the Company, through a wholly-owned subsidiary, Merisel
FAB, Inc. ("Merisel FAB") (Franchisor and Aggregator Business), completed the
acquisition of the ComputerLand Business from ComputerLand Corporation. The
ComputerLand Business is a leading master reseller of computer systems and
related products from major microcomputer manufacturers, including Apple,
Compaq, Hewlett-Packard and IBM, to a network of approximately 750
independently-owned computer products resellers in the United States, including
ComputerLand franchisees and affiliated resellers purchasing through the
ComputerLand Business' Datago program. See "Business--ComputerLand Business."
For its fiscal year ended September 30, 1993, the ComputerLand Business
generated net revenues of $1.1 billion, gross profit of $54.7 million and
income from operations of $16.6 million. See "Unaudited Pro Forma Condensed
Combined Financial Statements" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations--Acquisition of ComputerLand
Business."

6
<PAGE>

In connection with its purchase of the ComputerLand Business, Merisel
purchased the Computerland Business' franchise and third-party reseller
agreements as well as the rights in the United States to ComputerLand
Corporation's trademarks, trade names, service marks, copyrights, patents and
logos. Merisel did not purchase the order fulfillment systems, warehouses or
inventory used by the ComputerLand Business. Instead, the Company eventually
intends to integrate these functions into its facilities and systems. As an
interim strategy, Merisel and ComputerLand Corporation have entered into a
Distribution and Services Agreement (the "Services Agreement") pursuant to
which ComputerLand Corporation will continue to provide products and
distribution and other support services to the ComputerLand Business for two
years following the ComputerLand Acquisition. Under the Services Agreement,
ComputerLand Corporation will continue to purchase and warehouse products and
fulfill reseller orders for the products offered by the ComputerLand Business.
Merisel will purchase such products from ComputerLand Corporation, rather than
directly from the manufacturer, and will pay ComputerLand Corporation a service
fee for performing these distribution functions. See "Business--ComputerLand
Business."

Merisel paid approximately $80 million in cash at the closing of the
ComputerLand Acquisition for the acquired assets. In addition, Merisel has
agreed to make an additional payment in 1996 of up to $30 million, the amount
of which will be determined based upon the growth in the ComputerLand Business'
and the Company's sales of products of designated manufacturers to specified
customers over the two-year period ending January 31, 1996.

Under the Services Agreement, Merisel has been granted $20 million in
extended credit terms on its product purchases from ComputerLand Corporation
(the "ComputerLand Payable"). ComputerLand Corporation has agreed to use this
$20 million account receivable from Merisel to purchase 1,103,144 shares of
Common Stock of the Company at a per share price of $18.13, if and when a
registration statement covering the resale of such shares is declared effective
by the Securities and Exchange Commission. Such registration statement was
filed by the Company on April 5, 1994. ComputerLand Corporation has agreed
that, after it acquires the shares, it will remain a holder of at least
1,103,144 shares of Common Stock of the Company until January 31, 1996;
provided that ComputerLand Corporation will have the right to sell any or all
shares of Common Stock owned by it in the event the last sale price reported by
the Nasdaq National Market immediately prior to the placing of a sell order by
ComputerLand Corporation is below $12.14 or, under certain circumstances,
$13.59.

The principal executive office of the Company is located at 200 Continental
Boulevard, El Segundo, California 90245, and its main telephone number is (310)
615-3080.

7
<PAGE>

USE OF PROCEEDS

The net proceeds from the sale of the 5,000,000 shares of Common Stock
offered by the Company in the Offering are estimated to be approximately
$94,980,000 (approximately $103,191,000 if the U.S. Underwriters' over-
allotment option is exercised in full). The Company is required to use
approximately $65 million of the net proceeds of the Offering to repay all
existing indebtedness under its December 23, 1993 credit agreement with
NationsBank of Texas, N.A. Merisel used the proceeds from this credit facility
to finance, in part, its acquisition of the ComputerLand Business. As of April
29, 1994, the rate of interest on such borrowing was 6.2% per annum. This
credit agreement provides for periodic increases in the interest rate in the
event it is not repaid by a specified date. The balance of the net proceeds of
the Offering will be used to reduce the indebtedness of Merisel Americas, Inc.
("Merisel Americas") and Merisel Europe, Inc. ("Merisel Europe"), wholly-owned
subsidiaries of the Company, under such subsidiaries' $150 million revolving
credit facility. The resulting increased revolving credit borrowing capacity
will be available for general corporate purposes, including capital
expenditures. As of April 29, 1994, $110.9 million was borrowed under this
facility at variable rates of interest. On April 29, 1994, the weighted average
rate of interest on such borrowings was 4.8% per annum. This facility matures
on May 13, 1997. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations--Liquidity and Capital Resources" and
"Certain Indebtedness and Financing Arrangements."

PRICE RANGE OF COMMON STOCK

The Company's Common Stock is traded in the over-the-counter market and is
quoted on the Nasdaq National Market under the symbol MSEL. The following table
sets forth the quarterly high and low sale prices for the Common Stock as
reported by the Nasdaq National Market.

<TABLE>
<CAPTION>
HIGH LOW
------- -------
<S> <C> <C>
Fiscal Year 1992
First quarter............................................. $14 7/8 $ 8 3/4
Second quarter............................................ 14 3/8 7 7/8
Third quarter............................................. 11 5/8 6 5/8
Fourth quarter............................................ 11 7 1/8
Fiscal Year 1993
First quarter............................................. 13 10 1/8
Second quarter............................................ 12 3/4 9 3/4
Third quarter............................................. 16 1/2 10 3/8
Fourth quarter............................................ 18 1/2 13 7/8
Fiscal Year 1994
First quarter............................................. 22 1/2 16 5/8
Second quarter (through May 2, 1994)...................... 19 7/8 16 5/8
</TABLE>

On May 2, 1994, the closing sale price for the Company's Common Stock was
$17.75 per share. As of March 21, 1994 there were 1,020 record holders of the
Company's Common Stock.

DIVIDEND POLICY

Merisel has never declared or paid any dividends on its Common Stock to
shareholders. Certain of the Company's debt agreements currently prohibit the
payment of dividends by the Company. See "Certain Indebtedness and Financing
Arrangements." At this time, Merisel intends to continue its policy of
retaining earnings for the continued development and expansion of its business
and, therefore, does not anticipate paying any cash dividends in the
foreseeable future.

8
<PAGE>

CAPITALIZATION

The following table sets forth the short-term bank debt and the
capitalization of the Company (i) at December 31, 1993, (ii) on a pro forma
basis to give effect to the ComputerLand Acquisition and the issuance of Common
Stock to ComputerLand Corporation in connection with the ComputerLand
Acquisition and (iii) as adjusted to give effect to the Offering. See "The
Company--ComputerLand Acquisition" and "Use of Proceeds." The information set
forth below should be read in conjunction with the Consolidated Financial
Statements and Notes thereto and with "Unaudited Pro Forma Condensed Combined
Financial Statements" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations."

<TABLE>
<CAPTION>
DECEMBER 31, 1993
-----------------------------------
PRO PRO FORMA
ACTUAL FORMA(1) AS ADJUSTED(2)
-------- -------- ---------------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Short-term bank debt....................... $ 50,929 $115,929 $ 50,929
======== ======== ========
Long-term debt:
Senior debt.............................. $186,500 $186,500 $156,520
Subordinated debt........................ 22,000 22,000 22,000
-------- -------- --------
Total long-term debt................... 208,500 208,500 178,520
-------- -------- --------
Stockholders' equity:
Preferred stock, $.01 par value;
1,000,000 shares authorized; none issued
or outstanding.......................... -- -- --
Common stock, $.01 par value; 50,000,000
shares authorized; 29,604,300 shares
outstanding at December 31, 1993(3);
30,707,400 shares outstanding on a pro
forma basis(1); 35,707,400 shares
outstanding on a pro forma basis as
adjusted(2)............................. 296 307 357
Additional paid-in capital............... 140,775 160,764 255,694
Retained earnings........................ 91,512 91,512 91,512
Cumulative translation adjustment........ (8,726) (8,726) (8,726)
-------- -------- --------
Total stockholders' equity............. 223,857 243,857 338,837
-------- -------- --------
Total capitalization................. $432,357 $452,357 $517,357
======== ======== ========
</TABLE>
- --------
(1) Reflects on a pro forma basis the effect of (i) the ComputerLand
Acquisition and (ii) the anticipated issuance of 1,103,144 shares of Common
Stock to ComputerLand Corporation in connection with the ComputerLand
Acquisition. See "The Company--ComputerLand Acquisition."
(2) Pro forma amounts adjusted to give effect to the sale of shares of Common
Stock offered by the Company in the Offering and the application of the
estimated net proceeds from the sale of such shares, as described under
"Use of Proceeds," assuming the U.S. Underwriter's over-allotment option is
not exercised.
(3) Does not include 2,006,000 shares of Common Stock reserved for issuance
upon exercise of outstanding stock options as of December 31, 1993 or
1,542,000 shares of Common Stock available at December 31, 1993 for the
future grant of stock options under the Company's stock option plans.

9
<PAGE>

SELECTED CONSOLIDATED FINANCIAL DATA

The selected consolidated financial data set forth below for each of the five
years ended December 31, 1993 are derived from the Company's Consolidated
Financial Statements, which have been audited by Deloitte & Touche, independent
auditors. This information should be read in conjunction with the Consolidated
Financial Statements and Notes thereto and with "Unaudited Pro Forma Condensed
Combined Financial Statements" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations." The audited Consolidated
Financial Statements at December 31, 1992 and 1993 and for each of the three
years in the period ended December 31, 1993 are included elsewhere in this
Prospectus.

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------------------------------------
1989 1990 1991 1992 1993
--------- ----------- ----------- ----------- -----------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
INCOME STATEMENT
DATA(1):
Net sales............... $ 629,362 $ 1,192,411 $ 1,585,446 $ 2,238,715 $ 3,085,851
Cost of sales........... 562,950 1,073,553 1,427,491 2,036,292 2,827,315
--------- ----------- ----------- ----------- -----------
Gross profit............ 66,412 118,858 157,955 202,423 258,536
Selling, general and
administrative
expenses............... 45,641 102,361 119,682 150,905 187,152
--------- ----------- ----------- ----------- -----------
Operating income........ 20,771 16,497 38,273 51,518 71,384
Interest expense........ 3,472 13,720 15,972 15,742 17,810
Other (income) expense.. 636 (776) 823 1,299 2,722
--------- ----------- ----------- ----------- -----------
Income before income
taxes.................. 16,663 3,553 21,478 34,477 50,852
Provision for income
taxes.................. 6,417 2,918 10,652 14,812 20,413
--------- ----------- ----------- ----------- -----------
Net income.............. $ 10,246 $ 635 $ 10,826 $ 19,665 $ 30,439
========= =========== =========== =========== ===========
PER SHARE DATA:
Net income per share.... $0.81 $0.03 $0.43 $0.67 $1.00
========= =========== =========== =========== ===========
Weighted average number
of common shares
outstanding............ 12,678 21,766 24,897 29,274 30,454
BALANCE SHEET DATA:
Working capital......... $ 89,502 $ 212,993 $ 92,510 $ 294,626 $ 359,765
Total assets............ 215,838 431,706 508,586 667,313 936,283
Long-term and
subordinated debt...... 51,355 158,949 25,316 153,433 208,500
Total debt.............. 55,648 160,597 164,632 179,124 259,429
Stockholders' equity.... 48,643 114,283 125,537 198,882 223,857
</TABLE>
- --------
(1) The Company was founded in 1980 and originally operated under the name
"Softsel Computer Products, Inc." ("Softsel"). In April 1990, the Company
acquired Microamerica, Inc. ("Microamerica"), another worldwide distributor
of microcomputer products, with net sales of approximately $526 million for
the year ended December 31, 1989. Following the acquisition, the name of
the combined company was changed to "Merisel, Inc." The Company's results
of operations for the year ended December 31, 1989 include only the results
of Softsel. Results of operations for the year ended December 31, 1990
include the results of Softsel for the entire year and Microamerica for the
period following the acquisition.

10
<PAGE>

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

The following unaudited pro forma condensed combined financial statements
give effect to the ComputerLand Acquisition by Merisel, through its wholly
owned subsidiary, Merisel FAB. The ComputerLand Acquisition was accounted for
under the purchase method. The unaudited pro forma condensed combined financial
statements also assume the purchase by the ComputerLand Corporation of
1,103,144 shares of Common Stock (the "ComputerLand Shares"), which will occur
if and when a registration statement covering the resale of the ComputerLand
Shares is declared effective by the Securities and Exchange Commission. See
"The Company--ComputerLand Acquisition." It is presently anticipated that such
a registration statement will be filed by Merisel in March 1994. The pro forma
condensed combined statement of income for the year ended December 31, 1993
illustrates the potential impact on the historical results of operations
assuming that the ComputerLand Acquisition and issuance of the ComputerLand
Shares had occurred on January 1, 1993. The pro forma condensed combined
balance sheet as of December 31, 1993 have been prepared assuming that the
ComputerLand Acquisition and issuance of the ComputerLand Shares had occurred
on December 31, 1993.

The unaudited pro forma condensed combined financial statements have been
prepared based upon the historical financial statements of Merisel for the year
ended December 31, 1993 and the statement of revenues and operating expenses of
the ComputerLand Business for the year ended September 30, 1993. Such
statements may not be indicative of the results that would have occurred if the
ComputerLand Acquisition and issuance of the ComputerLand Shares had been
consummated on the indicated dates, or of the operating results that may be
achieved by the ComputerLand Business in the future.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1993
---------------------------------------------------------------
HISTORICAL PRO FORMA
----------------------- ---------------------------------------
SALE OF
COMPUTERLAND COMPUTERLAND SHARES TO
MERISEL BUSINESS ACQUISITION COMPUTERLAND
12/31/93 9/30/93 ADJUSTMENTS ADJUSTMENTS COMBINED
---------- ------------ ------------ ------------ -----------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
Net sales............... $3,085,851 $1,071,306 $ 4,157,157
Cost of sales........... 2,827,315 1,016,584 3,843,899
---------- ---------- -----------
Gross profit............ 258,536 54,722 313,258
Selling, general and
administrative
expenses............... 187,152 38,135 $ 3,320(2) 228,607
---------- ---------- -------- -----------
Operating income........ 71,384 $ 16,587 (3,320) 84,651
==========
Interest expense........ 17,810 6,138(2) $ (800)(3) 23,148
Other expense........... 2,722 2,722
---------- -------- ------- -----------
Income before income
taxes.................. 50,852 (9,458) 800 58,781
Provision for income
taxes.................. 20,413 2,852(2) 320(2) 23,585
---------- -------- ------- -----------
Net income.............. $ 30,439 $(12,310) $ 480 $ 35,196
========== ======== ======= ===========
Net income per share.... $1.00 $1.12
========== ===========
Weighted average number
of common shares
outstanding............ 30,454 1,103(4) 31,557
========== ======= ===========
</TABLE>

See accompanying notes to unaudited pro forma condensed combined financial
statements

11
<PAGE>

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

<TABLE>
<CAPTION>
DECEMBER 31, 1993
--------------------------------------------------
PRO FORMA
---------------------------------------
SALE OF
COMPUTERLAND SHARES TO
HISTORICAL ACQUISITION COMPUTERLAND
MERISEL ADJUSTMENTS ADJUSTMENTS COMBINED
---------- ------------ ------------ ----------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents. $ 14 $ 1,850(5) $ 1,864
Accounts receivable--net.. 393,252 393,252
Inventories............... 442,392 442,392
Prepaid expenses and other
current assets........... 15,443 950(5) 16,393
Deferred income tax
benefit.................. 8,942 8,942
-------- ------- -------- ----------
Total current assets.... 860,043 2,800 862,843
Property and equipment--net. 39,858 200(5) 40,058
Cost in excess of net assets
acquired--net.............. 32,832 82,000(5) 114,832
Other assets................ 3,550 3,550
-------- ------- -------- ----------
Total assets............ $936,283 $85,000 $1,021,283
======== ======= ======== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable.......... $414,841 $20,000(5) $(20,000)(6) $ 414,841
Accrued liabilities....... 26,811 26,811
Short-term bank debt...... 50,929 65,000(5) 115,929
Income taxes payable...... 7,697 7,697
-------- ------- -------- ----------
Total current
liabilities............ 500,278 85,000 (20,000) 565,278
Deferred income tax......... 1,787 1,787
Long-term debt.............. 186,500 186,500
Subordinated debt........... 22,000 22,000
-------- ------- -------- ----------
Total liabilities....... 710,565 85,000 (20,000) 775,565
-------- ------- -------- ----------
Minority interest........... 1,861 1,861
-------- ------- -------- ----------
Stockholders' equity:
Common stock.............. 296 11 307
Additional paid-in
capital.................. 140,775 19,989 160,764
Retained earnings......... 91,512 91,512
Cumulative translation
adjustment............... (8,726) (8,726)
-------- ------- -------- ----------
Total stockholders'
equity................. 223,857 20,000(6) 243,857
-------- ------- -------- ----------
Total liabilities and
stockholders' equity... $936,283 $85,000 -- $1,021,283
======== ======= ======== ==========
</TABLE>

See accompanying notes to unaudited pro forma condensed combined financial
statements

12
<PAGE>

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

1. GENERAL

The foregoing unaudited pro forma condensed combined financial statements
illustrate the effect of the acquisition by the Company, through Merisel FAB,
of the ComputerLand Business from ComputerLand Corporation pursuant to an
Asset Purchase Agreement dated January 31, 1994 among ComputerLand, Merisel
FAB and the Company. See "The Company--ComputerLand Acquisition,"
"Capitalization," "Selected Consolidated Financial Data," and "Management's
Discussion and Analysis of Financial Condition and Results of Operations."

Prior to its acquisition, the ComputerLand Business was not an incorporated
entity and separate historical financial statements were not prepared;
accordingly, no such financial statements are readily available. The
historical income statement information included herein was obtained from the
ComputerLand Business' statement of revenues and operating expenses for the
year ended September 30, 1993. Such statement presents the revenues, direct
expenses and general and administrative expenses allocated from ComputerLand
Corporation to the ComputerLand Business. Selling, general and administrative
expenses include allocated expenses of $27,340,000, representing costs of the
distribution centers and general corporate overhead, including expenses for
corporate functions and administrative personnel. The expenses have been
allocated to the ComputerLand Business based upon such factors as the ratio of
the ComputerLand Business' shipments to the total shipments by ComputerLand
Corporation and ComputerLand Corporation management's estimate of the time
spent by shared employees of ComputerLand Corporation on work related to the
ComputerLand Business. Interest income, interest expense and income taxes were
not allocated.

The statement of revenues and operating expenses, which includes
ComputerLand Corporation's allocated expenses, may not necessarily reflect the
results of operations that would have been obtained had the ComputerLand
Business been operated as a separate, stand-alone entity for the period
presented and may not be indicative of future revenues and operating expenses
of Merisel FAB.

The initial purchase price for the ComputerLand Acquisition consisted of
$80.2 million in cash and$2 million in direct expenses. Under the purchase
method of accounting, an allocation of the purchase price to the Merisel FAB
assets and liabilities is required to reflect fair values. An allocation of
the purchase price has not yet been performed; however, the following sets
forth certain preliminary allocations:
<TABLE>
<CAPTION>
IN THOUSANDS
------------
<S> <C>
Property and equipment......................................... $ 200
Intangible assets--consisting of the purchase price over the
net assets acquired........................................... 82,000
-------
Total...................................................... $82,200
=======
2. PRO FORMA INCOME STATEMENT ADJUSTMENTS RELATED TO THE
COMPUTERLAND ACQUISITION

Unaudited pro forma income statement adjustments are as follows:

a)Selling, general and administrative expenses
Amortization of the excess of purchase price over net assets
($82 million / 25 years).................................... $ 3,280
Depreciation of property and equipment ($200,000 / 5 years).. 40
-------
Total adjustment........................................... $ 3,320
=======
b)Interest and other expenses
Interest expense on short-term debt ($65 million at expected
average rate of 6.75%)...................................... $ 4,388
Interest expense on ComputerLand Payable ($20 million at an
interest rate of 4%)........................................ 800
Amortization of bank fees.................................... 950
-------
Total adjustment........................................... $ 6,138
=======
</TABLE>

Note: A fluctuation of 0.125% in the interest rate would result in an
$81,000 change in interest expense.

13
<PAGE>

c)Provision for income taxes

Income taxes have been adjusted to reflect an estimated income tax rate of
40%, net of pro forma adjustments applied to pretax income of the ComputerLand
Business.

3. PRO FORMA INCOME STATEMENT ADJUSTMENTS RELATED TO THE SALE OF SHARES TO
COMPUTERLAND

<TABLE>
<CAPTION>
IN THOUSANDS
------------
<S> <C>
Reduction in interest expense from exchange of ComputerLand
Payable ($20 million at 4%).................................... $ 800
</TABLE>

4. NET INCOME PER SHARE

The pro forma adjustments to weighted average shares represents the issuance
of 1,103,144 shares of Common Stock in exchange for the ComputerLand Payable.

5. PRO FORMA BALANCE SHEET ADJUSTMENTS RELATED TO THE COMPUTERLAND ACQUISITION

The purchase price for the ComputerLand Acquisition was funded substantially
by borrowings under a $65 million note to a bank due in January 1995 and a
separate $16 million short-term note which was subsequently repaid in February
1994. Approximately $950,000 in fees were incurred in connection with obtaining
the notes payable to the bank.

The composition of pro forma balance sheet adjustments are as follows:
<TABLE>
<CAPTION>
IN THOUSANDS
------------
<S> <C>
a)Cash
Cash obtained from bank financing and the ComputerLand Payable
in excess of the purchase price, acquisition costs and bank
fees........................................................... $ 1,850
b)Other assets
Fees incurred in connection with obtaining bank notes........... 950
c)Property and equipment.......................................... 200
d)Intangible assets............................................... 82,000
e)Accounts payable
ComputerLand Payable............................................ 20,000
f)Short-term debt
Note payable to bank............................................ 65,000
</TABLE>

6. PRO FORMA BALANCE SHEET ADJUSTMENTS RELATED TO SALE OF SHARES TO
COMPUTERLAND

Reflects the issuance of 1,103,144 shares of the Company's Common Stock to
ComputerLand Corporation in exchange for cancellation of the ComputerLand
Payable.

14
<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

The following discussion should be read in conjunction with the Consolidated
Financial Statements and Notes thereto and "Selected Consolidated Financial
Data" and "Unaudited Pro Forma Condensed Combined Financial Statements"
included elsewhere in this Prospectus.

OVERVIEW

The Company was founded in 1980 and has grown both through internal growth
and through acquisitions of other computer products distributors. By 1989, the
Company had achieved annual revenues of $629.4 million, principally through
internal expansion. In April 1990, the Company acquired Microamerica, Inc.
("Microamerica"), another worldwide distributor of microcomputer products, with
net sales of approximately $526 million for the year ended December 31, 1989.
In the years following the Microamerica acquisition, the Company's revenues
increased from $1.6 billion in 1991 to $2.2 billion in 1992 and to $3.1 billion
in 1993, reflecting substantial growth in both domestic and international sales
as the worldwide market for computer products expanded and manufacturers
increasingly turned to wholesale distributors for distribution of their
products. The Company's net income as a percentage of sales, or net margin,
improved over this period, largely as a result of management's success in
reducing selling, general and administrative expenses and interest expense,
expressed as a percentage of sales, to more than offset lower gross margins.

On January 31, 1994, the Company completed the acquisition of certain assets
of the ComputerLand Business from ComputerLand Corporation. See "Business--
ComputerLand Business." For its fiscal year ended September 30, 1993, the
ComputerLand Business generated net revenues of approximately $1.1 billion,
gross profit of $54.7 million and income from operations of $16.6 million. See
"--Acquisition of ComputerLand Business" and "Unaudited Pro Forma Condensed
Combined Financial Statements."

The Company anticipates that it will continue to experience downward pressure
on gross margins due to industry price competition. In addition, the Company's
recently acquired ComputerLand Business generates lower gross margins than the
Company's existing wholesale distribution business. However, the ComputerLand
Business has lower selling, general and administrative expenses as a percentage
of sales than the Company's existing wholesale distribution business. See "--
Acquisition of ComputerLand Business." Although Merisel expects that it will be
able to continue to reduce selling, general and administrative expenses as a
percentage of sales, through (among other things) the implementation of new
computer operating systems and warehouse management systems that will enable
the Company to utilize its existing assets more productively, no assurance can
be given as to whether such reductions will, in fact, occur or as to the actual
amount of any such reductions. See "Business--Operations and Distribution." To
the extent gross margins continue to decline and the Company is not successful
in reducing selling, general and administrative expenses as a percentage of
sales, the Company will experience a negative impact on its operating income.

15
<PAGE>

RESULTS OF OPERATIONS

For the periods indicated, the following table sets forth selected items from
the Company's Consolidated Statements of Income, expressed as a percentage of
net sales:

<TABLE>
<CAPTION>
PERCENTAGE OF NET SALES
-------------------------
YEAR ENDED DECEMBER 31,
-------------------------
1991 1992 1993
------- ------- -------
<S> <C> <C> <C>
Net sales............................................ 100.0% 100.0% 100.0%
Cost of sales........................................ 90.0 91.0 91.6
------- ------- -------
Gross profit......................................... 10.0 9.0 8.4
Selling, general and administrative expenses......... 7.5 6.7 6.1
------- ------- -------
Operating income..................................... 2.5 2.3 2.3
Interest expense..................................... 1.0 0.7 0.6
Other expense........................................ 0.1 0.1 0.1
------- ------- -------
Income before income taxes........................... 1.4 1.5 1.6
Provision for income taxes........................... 0.7 0.6 0.6
------- ------- -------
Net income........................................... 0.7% 0.9% 1.0%
======= ======= =======
</TABLE>

YEAR ENDED DECEMBER 31, 1993 COMPARED TO YEAR ENDED DECEMBER 31, 1992

The Company's net sales increased 37.8% to $3.1 billion in 1993 from $2.2
billion in 1992, reflecting significant growth in both domestic and
international sales. The Company believes this increase is due principally to
the establishment of new relationships with manufacturers in various markets
around the world, the introduction of new products by existing manufacturers,
increased customer demand for computer products and increased use of wholesale
distribution by manufacturers in their distribution channels. The Company's
1992 fiscal year included 53 weeks due to the timing of the fiscal year end,
while the 1993 fiscal year contained 52 weeks. See Note 1 of Notes to
Consolidated Financial Statements.

Geographically, the Company's 1993 net sales were generated as follows:
United States, $1.95 billion, or 63%; Canada, $395 million, or 13%; Europe,
$532 million, or 17%; and other international markets, $207 million, or 7%.
From 1992 to 1993, these geographic regions experienced sales growth rates of
32.3%, 30.7%, 64.1% and 51.4%, respectively. The Company's higher sales growth
rate in Europe has resulted in part from the addition of new manufacturer
relationships in various European markets. In the United States, the Company's
sales increase is due in part to new product offerings from computer systems
and other hardware manufacturers. In the United States, hardware and
accessories accounted for 60.5% of net sales, and software accounted for 39.5%
of net sales in 1993, as compared to 55.9% and 44.1%, respectively, in 1992.
For additional information on the Company's operating results by geographic
region, see Note 11 of Notes to Consolidated Financial Statements.

Gross profit increased 27.7% to $258.5 million in 1993 from $202.4 million in
1992, reflecting the higher 1993 net sales. Gross margin declined to 8.4% in
1993 from 9.0% in 1992, principally as a result of continuing competitive
pricing pressures worldwide.

Selling, general and administrative ("SG&A") expenses increased 24.0% to
$187.2 million in 1993 from $150.9 million in 1992, primarily as a result of
increased expenses associated with the Company's 37.8% increase in net sales.
SG&A expenses as a percentage of sales declined to 6.1% in 1993 from 6.7% in
1992, reflecting economies of scale resulting from higher sales volumes as well
as improved operating efficiencies. The Company's number of full-time
equivalent employees increased from 1,939 at December 31, 1992 to 2,502 at
December 31, 1993.

16
<PAGE>

Operating income increased 38.6% to $71.4 million in 1993 from $51.5 million
in 1992, despite small operating losses at the Company's Swiss, Austrian and
French operations. Operating income as a percentage of sales was 2.3% in both
1993 and 1992, as the decline in gross margin of 0.6% in 1993 was offset by a
corresponding decline in SG&A expenses as a percentage of sales.

Interest expense increased 13.1% to $17.8 million in 1993 from $15.7 million
in 1992, but declined as a percentage of sales to 0.6% in 1993 from 0.7% in
1992. The increase in interest expense reflects higher average borrowings,
principally to finance the Company's higher sales levels, offset in part by
lower average interest rates in 1993.

Other expense increased to $2.7 million in 1993 from $1.3 million in 1992,
but other expense as a percentage of sales remained at 0.1% in both 1992 and
1993. Other expense in 1993 includes the fees paid by the Company in connection
with the sale of an interest in its trade accounts receivables pursuant to an
accounts receivable securitization program instituted in the third quarter of
1993. See "--Liquidity and Capital Resources." The Company intends to continue
this program in future periods, and other expense is therefore anticipated to
increase as additional fees are incurred.

Provision for income taxes increased 37.8% to $20.4 million in 1993,
reflecting the Company's 47.5% increase in income before income taxes. The
Company's effective tax rate decreased to 40.1% in 1993 from 43.0% in 1992,
primarily as a result of a $1.7 million income tax benefit related to the
restructuring of the Company's Swiss operations in 1993. In addition, net
losses of certain of the Company's subsidiaries that derive no tax benefit from
such losses under local tax laws decreased in 1993.

Net income increased 54.8% to $30.4 million in 1993 from $19.7 million in
1992, while net income per share increased to $1.00 from $0.67. The Company's
weighted average number of shares outstanding increased from 29,274,000 shares
in 1992 to 30,454,000 shares in 1993, reflecting the issuance of 4,600,000
shares in a public offering of the Company's Common Stock in March 1992 and the
exercise of employee stock options.

YEAR ENDED DECEMBER 31, 1992 COMPARED TO YEAR ENDED DECEMBER 31, 1991

Net sales increased 41.2% to $2.2 billion in 1992 from $1.6 billion in 1991.
The Company believes that this increase in net sales was due primarily to an
increase in market share, customer demand, sales of new products from existing
manufacturers and the establishment of new relationships with manufacturers and
customers. In addition, the Company's 1992 fiscal year included 53 weeks due to
the timing of the fiscal year end. See Note 1 of Notes to Consolidated
Financial Statements.

Hardware and accessories sales accounted for 56.6% of United States net sales
in 1992, with software sales accounting for the remaining 43.4%. In 1991,
hardware and accessories sales accounted for 57.6% of United States net sales,
with software sales accounting for the remaining 42.4%.

Geographically, the Company's 1992 net sales were generated as follows:
United States, $1.5 billion, or 66%; Canada, $303 million, or 14%; Europe, $324
million, or 14%; and other international markets, $137 million, or 6%. The
increase in net sales achieved by the European operations was primarily the
result of sales growth by the Company's United Kingdom and German subsidiaries.
This increase was offset in part by lower than expected sales levels in
Switzerland and France. For additional information on the Company's operating
results by geographic region, see Note 11 of Notes to Consolidated Financial
Statements.

Gross profit increased 28.2% to $202.4 million in 1992 from $158.0 million in
1991, reflecting the increase in net sales in 1992. Gross margin decreased to
9.0% in 1992 from 10.0% in 1991, reflecting continued competitive pressures on
pricing.

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SG&A expenses increased 26.1% to $150.9 million in 1992 from $119.7 million
in 1991, but declined as a percentage of net sales to 6.7% in 1992 from 7.5% in
1991. The absolute dollar increase in SG&A expenses was primarily due to costs
associated with the Company's 41.2% increase in net sales. The decrease in SG&A
expenses as a percentage of net sales was the result of economies of scale
resulting from higher sales volume as well as improved operating efficiencies.
The Company's number of full-time equivalent employees increased to 1,939 at
December 31, 1992 from 1,450 at December 31, 1991.

Operating income increased 34.6% to $51.5 million in 1992 from $38.3 million
in 1991, despite continuing operating losses in the Company's Swiss and
Austrian subsidiaries and an operating loss at the Company's French subsidiary.
Operating income as a percent of sales decreased to 2.3% in 1992 from 2.5% in
1991. The 0.2% decrease in operating income as a percent of net sales reflects
the fact that the decrease in gross margin of 1.0% more than offset the
decrease SG&A expenses as a percentage of net sales of 0.8%.

Interest expense decreased 1.4% to $15.7 million in 1992 from $16.0 million
in 1991 and decreased as a percentage of net sales to 0.7% in 1992 from 1.0% in
1991. The decrease in interest expense is attributable to both the Company's
lower average borrowings in 1992 and a reduction in average funding cost. The
Company's average borrowings under all lines of available credit decreased 2.5%
to $151.2 million in 1992 from $155.0 million in 1991. The decrease in average
borrowings is a result of a public offering of 4,600,000 shares of the
Company's common stock in March 1992, providing net proceeds of $55.7 million,
partially offset by an increase in working capital requirements related to the
Company's growth and an increase in the Company's investing activities,
principally property and equipment expenditures. See "--Liquidity and Capital
Resources."

The Company's provision for income taxes increased by 39.1% to $14.8 million
in 1992 from $10.7 million in 1991, reflecting the Company's increased income
before income taxes. The Company's effective tax rate declined to 43.0% in 1992
from 49.6% in 1991. The lower effective tax rate reflects the fact that,
although certain of the Company's foreign subsidiaries incurred losses with no
corresponding tax benefit, such losses comprised a smaller percentage of the
Company's consolidated income before taxes in 1992 as compared to 1991.

Net income increased 81.6% to $19.7 million in 1992 from $10.8 million in
1991. Net income per share increased to $0.67 in 1992 from $0.43 in 1991. The
Company's weighted average number of shares increased to 29,274,000 shares in
1992 from 24,896,600 shares in 1991, primarily as a result of a public offering
of 4,600,000 shares of the Company's common stock in March 1992.

VARIABILITY OF QUARTERLY RESULTS AND SEASONALITY

Historically, the Company has experienced variability in its net sales and
operating margins on a quarterly basis and expects these patterns to continue
in the future. Management believes that the factors influencing quarterly
variability include: (i) the overall growth in the microcomputer industry; (ii)
shifts in short-term demand for the Company's products resulting, in part, from
the introduction of new products or updates of existing products; and (iii) the
fact that virtually all sales in a given quarter result from orders booked in
that quarter. Due to the factors noted above, as well as the fact that the
Company participates in a highly dynamic industry, the Company's revenues and
earnings may be subject to material volatility, particularly on a quarterly
basis.

Additionally, the Company's net sales in the fourth quarter have been higher
than in its other three quarters. Management believes that the pattern of
higher fourth quarter sales is partially explained by customer buying patterns
relating to calendar year-end business purchases and holiday period purchases.
For a tabular presentation of certain quarterly financial data with respect to
1992 and 1993, see Note 12 of Notes to Consolidated Financial Statements.

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ACQUISITION OF COMPUTERLAND BUSINESS

Through the ComputerLand Acquisition, Merisel now operates the ComputerLand
Business, a leading master reseller of computer systems and related products
from the major microcomputer manufacturers to a network of approximately 750
independently-owned computer products resellers, including ComputerLand
franchisees and affiliated resellers purchasing through the Datago program.
See "Business--ComputerLand Business."

For its fiscal year ended September 30, 1993, the ComputerLand Business
generated net revenues of$1.1 billion, gross profit of $54.7 million and
income from operations of $16.6 million. See "Unaudited Pro Forma Condensed
Combined Financial Statements." Gross margin and SG&A expenses as a percentage
of net revenues for this period were 5.1% and 3.6%, respectively, reflecting
the lower margins and lower SG&A expenses incurred in the master reseller, or
aggregator, business as compared to the Company's existing wholesale
distribution business. The ComputerLand Business' operating margin as a
percentage of net revenues for this period was 1.5%.

As a master reseller, the ComputerLand Business supplies a significantly
smaller number of products to a significantly smaller number of customers than
the Company's existing distribution business. See "Business--The Industry,"
"Business--Products and Manufacturer Services" and "Business--Customers and
Customer Services." Master resellers focus on supplying computer systems and
other higher-volume products to their customers while the Company's existing
business supplies a wide range of products to many different types of
customers. Certain of the larger computer manufacturers, such as Apple,
Compaq, Hewlett-Packard and IBM, have historically required resellers to
purchase their products from an affiliated aggregator, such as the
ComputerLand Business. Wholesale distributors have not been authorized to sell
these manufacturers' key microcomputer components, except on a limited basis.

For the fiscal year ended September 30, 1993, approximately 76% of the
ComputerLand Business' revenues were generated from the sale of products from
four manufacturers: Apple, Compaq, Hewlett-Packard and IBM. The loss of any
one of these four manufacturers, or a change in the way any of these
manufacturers markets, prices or distributes its products, could have a
material adverse effect on the ComputerLand Business' operations and financial
results. Specifically, to the extent that one of the leading four
manufacturers changes its current system of limiting authorization to sell its
products to master resellers, the ComputerLand Business' sales levels would be
adversely affected. The Company believes, however, that its existing wholesale
distribution business may benefit from such changes.

All of the ComputerLand Business' franchisees are electronically linked for
the purposes of order placement and other communications, reducing the need
for sales representatives and support personnel in comparison to the Company's
existing business. In addition, over 95% of the ComputerLand Business'
customers currently finance their orders through "floor plan" financing
companies or pay on a C.O.D. basis, reducing the need for credit and
collection personnel and reducing financing costs because of improved cash
flow.

As a result of the foregoing as well as other factors, master resellers such
as the ComputerLand Business tend to generate both lower gross margins and
lower operating expenses as a percentage of sales than those generated by the
Company in its existing distribution business.

Competition among master resellers is intense (see "Business--Competition"),
and the ComputerLand Business may experience downward pressures on its gross
margins due to competitive pricing decisions. Under the Services Agreement,
ComputerLand Corporation will perform a material portion of the ComputerLand
Business' distribution functions for a contractually agreed-upon fee for a
two-year period. As a result of this outsourcing arrangement, the ComputerLand
Business does not directly control the costs of those distribution functions,
and therefore will be limited in its ability to lower its costs in response to
a lower gross margin environment during the two-year term of the Services
Agreement. Due to this limitation, the Services Agreement provides that the
service fee, as a percentage of sales volume, decreases if the ComputerLand
Business' sales volume increases over a specified amount. Further, in the
event sales volume

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<PAGE>

does not increase over a specified amount, and the ComputerLand Business' gross
margin declines, the Service Agreement provides for a limited reduction in the
service fee to offset partially the decline in gross margin. Notwithstanding
these contractual provisions, a material decline in the ComputerLand Business'
gross margins could have a material adverse effect on the Company's results of
operations.

Over 76% of the ComputerLand Business' sales to its customers currently are
financed on behalf of such customers by floor plan financing companies. The
ComputerLand Business typically receives payment from these financing companies
within three business days from the date of sale, resulting in reduced cash
requirements for the ComputerLand Business as compared to the Company's
existing wholesale distribution business. This floor plan financing is
typically subsidized for the ComputerLand Business' customers by its
manufacturers. Any material change in the availability or the terms of
financing offered by such financing companies or in the subsidies provided by
manufacturers could require the ComputerLand Business to provide such financing
to its customers, thereby substantially increasing the working capital
necessary to operate its business.

LIQUIDITY AND CAPITAL RESOURCES

The Company has financed its growth and cash needs primarily through
borrowings, income from operations, the public and private sales of its
securities and securitizations of its accounts receivable.

Net cash used for operating activities in 1993 was $125.4 million, as
compared to net cash used for operating activities in 1992 of $58.6 million.
The primary uses of cash in 1993 were increases in accounts receivables of
$194.2 million, reflecting the Company's higher sales volumes, especially in
December 1993, and greater sales to customers with extended credit terms, and
inventories of $142.9 million, reflecting the Company's higher sales volumes.
Sources of cash from operating activities included net income, after adjustment
for non-cash items, of $55.9 million and an increase in accounts payable of
$166.3 million.

Net cash used for investing activities in 1993 was $25.1 million, principally
reflecting investments in new computer systems, new warehouse management
systems and new distribution facilities and equipment. The Company presently
anticipates that its capital expenditures for 1994 will be approximately $25
million, principally for development and implementation of new computer systems
in North America, new warehouse management systems, new computer systems for
the Company's European operations and a new distribution center in Europe. See
"Business--Operations and Distribution" and "Business--International
Operations."

Net cash provided by financing activities in 1993 was $156.8 million,
comprised principally of net borrowings under domestic revolving lines of
credit of $70.1 million, net borrowings under foreign bank facilities of $10.2
million and proceeds from the sale of an interest in the Company's trade
accounts receivables of $75.0 million pursuant to a receivables securitization
program.

To provide capital for the Company's operating and investing activities, the
Company and its subsidiaries, including Merisel Americas, Merisel Europe and
Merisel FAB, maintain a number of credit facilities. Merisel Americas and
Merisel Europe are co-borrowers under a $150 million unsecured revolving bank
credit facility expiring on May 31, 1997. At April 29, 1994, $110.9 million was
outstanding under this facility, comprised of $105.9 million in direct
borrowings and $5 million in outstanding letters of credit. A portion of the
net proceeds of the Offering will be used to reduce the balance due under this
facility. See "Use of Proceeds." To provide for its anticipated working capital
needs, on December 23, 1993, Merisel FAB entered into a $10 million unsecured
revolving credit agreement. This agreement expires on January 29, 1995. At
April 29, 1994, no amount was outstanding under this agreement. The Company and
its subsidiaries also maintain various local lines of credit, primarily to
facilitate overnight and other short-term borrowings. The total amount of
outstanding borrowings under these lines as of December 31, 1993 was $50.9
million.

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<PAGE>

Merisel Americas has also entered into a $150 million trade accounts
receivable securitization agreement pursuant to which it sells on an ongoing
basis an undivided interest of up to $150 million in designated trade
receivables to a syndicate of purchasers. The receivables are sold at face
value and fees paid in connection with such sales are recorded by the Company
as other expense. This facility expires in November 1994.

To finance the ComputerLand Acquisition, the Company borrowed $65 million
under an unsecured credit agreement with a bank lender. This agreement expires
on January 29, 1995, but is subject to mandatory prepayment upon any debt or
equity issuance by the Company. A portion of the net proceeds of the Offering,
therefore, will be used to prepay this borrowing in full. See "Use of
Proceeds." Merisel FAB also borrowed $16 million, the balance of the
ComputerLand Acquisition purchase price, under a separate credit agreement,
which was repaid in full on February 15, 1994.

Merisel Americas also has outstanding $100 million of 8.58% senior notes due
June 30, 1997, and $22 million of 11.28% subordinated notes due in five equal
annual principal installments, beginning in March 1996. For more information
regarding the Company's credit agreements, see "Certain Indebtedness and
Financing Arrangements" and Notes 5 and 6 of Notes to Consolidated Financial
Statements.

In connection with the ComputerLand Acquisition, Merisel FAB and ComputerLand
Corporation entered into the Services Agreement pursuant to which ComputerLand
will provide significant distribution and other support services to Merisel FAB
for up to two years. See "Business--ComputerLand Business." Under the Services
Agreement, Merisel FAB has been granted $20 million in extended credit terms on
its product purchases from ComputerLand Corporation. ComputerLand Corporation
has agreed to use this $20 million account receivable from Merisel FAB to
purchase 1,103,144 shares of the Company's Common Stock at a per share price of
$18.13, if and when a registration statement covering the resale of such shares
is declared effective by the Securities and Exchange Commission. The Company
filed such registration statement on April 5, 1994.

Merisel believes that its existing cash balances, together with the proceeds
of the Offering, income from operations, proceeds of receivables
securitizations and borrowings under lines of credit will be sufficient to meet
its working capital and capital investment needs through at least the next
twelve months.

ASSET MANAGEMENT

Merisel attempts to manage its inventory position to maintain levels
sufficient to achieve high product availability and same-day order fill rates.
Inventory levels may vary from period to period, due in part to increases or
decreases in sales levels, Merisel's practice of making large-volume purchases
when it deems the terms of such purchases to be attractive and the addition of
new manufacturers and products. The Company has negotiated agreements with many
of its manufacturers which contain stock balancing and price protection
provisions intended to reduce, in part, Merisel's risk of loss due to slow
moving or obsolete inventory or manufacturer price reductions. In the event of
a manufacturer price reduction, the Company generally receives a credit for
products in inventory. In addition, the Company has the right to return a
certain percentage of purchases, subject to certain limitations. Historically,
price protection and stock return privileges as well as the Company's inventory
management procedures have helped to reduce the risk of loss of carrying
inventory.

The Company offers credit terms to qualifying customers and also sells on a
prepay, credit card and cash-on-delivery basis. With respect to credit sales,
the Company attempts to control its bad debt exposure through monitoring of
customers' creditworthiness and, where practicable, through participation in
credit associations that provide credit rating information about its customers.
In certain foreign markets, the Company may elect to purchase credit insurance
for certain accounts.

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BUSINESS

OVERVIEW

Merisel is the largest worldwide publicly-held wholesale distributor of
microcomputer hardware and software products. Through its full-line, channel-
specialized distribution business, Merisel combines the comprehensive product
selection and operational efficiency of a full-line distributor with the
customer support of a specialty distributor offering dedicated sales
organizations to each of its customer groups. On January 31, 1994, the Company
completed the acquisition of the ComputerLand Business. The ComputerLand
Business is a leading aggregator, or master reseller, of computer systems and
related products from major microcomputer manufacturers, including Apple,
Compaq, Hewlett-Packard and IBM, to a network of approximately 750
independently-owned computer product resellers in the United States. With the
acquisition of the ComputerLand Business, the Company has become the industry's
only "Master Distributor," combining the strengths of a full-line, channel
specialized distributor with those of a master reseller. As a Master
Distributor, the Company believes it is uniquely positioned to offer a wider
selection of microcomputer products to more categories of customers than any of
its competitors.

At December 31, 1993, Merisel stocked over 25,000 products from more than 900
of the microcomputer hardware and software industry's leading manufacturers
including Apple, AST, Borland, Colorado Memory Systems, Compaq, Creative Labs,
Digital Equipment Corporation, Epson, Hayes, Hewlett-Packard, IBM, Intel,
Lotus, Microsoft, NEC, Novell, Okidata, Sun Microsystems, Symantec, Texas
Instruments, 3Com, Toshiba, WordPerfect and Wyse. Merisel sells products to
over 65,000 computer resellers worldwide, including value-added resellers,
large retail chains and franchisees, computer superstores, mass merchants,
Macintosh and Unix resellers, system integrators and original equipment
manufacturers. The Company currently maintains 20 distribution centers that
serve North America, Europe, Latin America, Australia and other international
markets. For the fiscal year ended December 31, 1993, the Company's net sales
by geographic region were generated as follows: United States, 63%; Canada,
13%; Europe, 17%; and other international markets, 7%.

THE INDUSTRY

The microcomputer products distribution industry is large and growing,
reflecting both increasing demand worldwide for computer products and the
increasing use of wholesale distribution channels by manufacturers for the
distribution of their products. The industry moves product from manufacturer to
end-user through a complex combination of distribution agreements between
manufacturers, wholesale distributors, aggregators and resellers. Historically,
there have been two types of companies within the industry: those that sell
directly to the end-user ("resellers") and those that sell to resellers
("wholesale distributors" and "aggregators", which are also called "master
resellers").

Resellers sell directly to end-users, including large corporate accounts,
small- and medium-sized businesses and home users. The major reseller channels
are dealers and corporate resellers, value-added resellers ("VARs"), mail-order
firms and retailers (computer superstores, office supply chains and mass
merchants). VARs, which account for one of the largest segments of the overall
reseller channel, typically add value by combining proprietary software and/or
services with off-the-shelf hardware and software.

Wholesale distributors generally purchase a wide range of products in bulk
directly from manufacturers and then ship products in smaller quantities to
many different types of resellers, who typically include dealers, VARs, system
integrators, mail order resellers, computer products superstores and mass
merchants. Aggregators, or master resellers, are functionally similar to
wholesale distributors, but they focus on selling relatively few product lines,
typically high-volume, brand name computer systems, to a captive network of
franchised dealers and affiliates. The larger computer manufacturers, such as
Apple, Compaq, Hewlett-Packard and IBM, have historically required resellers to
purchase their products from an affiliated aggregator, such as the ComputerLand
Business. Wholesale distributors have not been authorized to sell these
manufacturers' key microcomputer components, except on a limited basis. These
restrictions have been eased

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recently, and may continue to ease and eventually be eliminated, with the
result that the distinction between wholesale distributors and master resellers
may blur. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations--Acquisition of ComputerLand Business."

With the acquisition of the ComputerLand Business, the Company has become the
industry's only Master Distributor, combining the strengths of a full-line,
channel-specialized distributor with those of a master reseller.

BUSINESS STRATEGY

As a result of the ComputerLand Acquisition, the Company, through the
ComputerLand Business, is now able to offer to the ComputerLand Business'
franchisees and affiliates a broad range of microcomputer systems and other
products from Apple, Compaq, Hewlett-Packard and IBM. Although the Company
distributes certain products of these leading manufacturers through its
wholesale distribution arrangements, neither the Company nor its direct
wholesale distribution competitors have been authorized to sell these
manufacturers' key microcomputer systems in the United States, except on a
limited basis. Instead, these manufacturers historically have distributed their
products directly to resellers and through aggregators such as ComputerLand
Corporation. See "--The Industry."

ACHIEVING OPERATIONAL EXCELLENCE. The Company believes that high levels of
customer service and operating efficiency, or "operational excellence," are
important factors in achieving and maintaining success in the highly
competitive microcomputer products distribution industry. The Company measures
operational excellence by such standards as "ease of doing business," accuracy
and efficiency in delivering products and expediting the delivery of services
and information. Merisel constantly strives to improve its operational
processes. In furtherance of this strategy, the Company is in the process of
upgrading and improving its computer operating systems as well as its warehouse
management systems. See "--Operations and Distribution." In addition, the
Company is reorganizing its European operations, adding new management
personnel and centralizing certain functions to achieve economies of scale.
Merisel will seek to continue to refine the operational systems at its foreign
sales offices and distribution centers in order to increase the uniformity and
efficiency of the Company's worldwide operations. See "--International
Operations." These changes are intended to enhance the Company's ability to
offer faster, more efficient and accurate service to its customers.

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EXPANDING INTERNATIONALLY. Merisel believes that it generates the largest
volume of international sales of any U.S.-based distributor, and is the largest
wholesale distributor of computer products in Canada and a leading distributor
in Europe, Mexico, Australia and Latin America. See "--International
Operations." The Company believes that many international markets will offer
growth and profit opportunities, due to the immature and fragmented nature of
the microcomputer distribution industry in these markets. Merisel believes it
is well positioned to capitalize on the opportunities presented in a number of
these markets because of the current scope of its international operations and
its ability to offer a broader range of products and specialized services than
many of its competitors. The Company's strategy is to expand its international
operations through internal growth and the possible acquisition of existing
distributors or the establishment of new operations in other countries.

PRODUCTS AND MANUFACTURER SERVICES

Merisel provides its manufacturers with access to one of the largest bases of
computer resellers worldwide while offering these manufacturers the means to
reduce the inventory, credit, marketing and overhead costs associated with
establishing a direct relationship with these resellers. This factor, along
with Merisel's access to financial resources and its economies of scale, has
allowed the Company to establish and develop long-term business relationships
with many of the leading manufacturers in the microcomputer industry. Merisel
distributes over 25,000 hardware and software products, including products for
the MS-DOS, OS/2, Macintosh, Apple and Unix operating environments. For the
fiscal year ended December 31, 1993, net worldwide sales of hardware and
accessories accounted for approximately 60% of the Company's sales, and sales
of software products accounted for the remaining 40% of net sales.

Merisel's suppliers include many of the leading microcomputer software and
hardware manufacturers, such as Apple, AST, Borland, Colorado Memory Systems,
Compaq, Creative Labs, Digital Equipment Corporation, Epson, Hayes, Hewlett-
Packard, IBM, Intel, Lotus, Microsoft, NEC, Novell, Okidata, Sun Microsystems,
Symantec, Texas Instruments, 3Com, Toshiba, WordPerfect and Wyse. In October
1993, Merisel was selected as one of two distributors in the U.S. of Sun
Microsystems' products. Software products include business applications such as
spreadsheets, word processing programs and desktop publishing and graphics
packages, as well as a broad offering of operating systems, including local
area network operating systems, advanced language and utility products.
Hardware products offered by the Company include computer systems, printers,
monitors, disk drives and other storage devices, modems and other connectivity
products, plug-in boards and accessories. The ComputerLand Acquisition
increased the Company's ability, through the ComputerLand Business, to
distribute the product offerings of Apple, Compaq, Hewlett-Packard and IBM to
the ComputerLand Business' franchisees and affiliates. See "--The Industry."

In addition to providing manufacturers access to one of the largest bases of
computer resellers worldwide, the Company also offers manufacturers the
opportunity to efficiently offer a number of special promotions, training
programs and marketing services targeted to the needs of specific reseller
groups. Merisel runs a variety of special promotions for manufacturers'
products, ranging from price discounts and bundled purchase discounts to
specialized computer reseller marketing programs, including the Vantage and
Frequent Buyer Programs. These promotional programs are designed to encourage
computer resellers to increase their volume of purchases, motivate resellers to
purchase within a limited time period and highlight specific manufacturers'
products or promotion opportunities. Additionally, Merisel provides marketing
consultation services for manufacturers' strategic marketing campaigns, as well
as the opportunity to be included in

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<PAGE>

Merisel-sponsored trade advertisements. Merisel employs marketing program
specialists to work with designated manufacturers to develop and carry out
marketing programs such as dealer commission programs, sales contests and other
promotions. Merisel can also provide dedicated marketing support and targeted
customer information from its database to enhance manufacturers' product
promotions.

The Company also offers two exclusive training programs: Softeach, a two-day
worldwide seminar series whereby manufacturers train resellers about their
products, and Selteach, a training seminar series that gives manufacturers an
opportunity to provide product information to Merisel's United States sales
force. In 1993, Merisel offered Softeach seminars in 26 cities and 11
countries. Merisel, through third-party consultants, also conducts training
classes regarding certain Novell, 3Com, The Santa Cruz Operation, Digital
Equipment Corporation, Sun Microsystems, Microsoft and Lotus products for its
reseller customers.

Merisel generally enters into written distribution agreements with the
manufacturers of the products it distributes. As is customary in the industry,
these agreements usually provide non-exclusive distribution rights and often
contain territorial restrictions which limit the countries in which Merisel is
permitted to distribute the products. The agreements generally provide Merisel
with stock balancing and price protection provisions which reduce in part
Merisel's risk of loss due to slow-moving inventory, supplier price reductions,
product updates or obsolescence. The Company's agreements generally have a term
of at least one year, but often contain provisions permitting earlier
termination by either party upon written notice. Some of these agreements
contain minimum purchase amounts. Failure to purchase at such minimum levels
could result in the termination of the agreement.

Although Merisel regularly stocks products and accessories supplied by more
than 900 manufacturers, 45% of the Company's net sales in 1993 (as compared to
46% in 1992 and 47% in 1991) were derived from products supplied by Merisel's
ten largest manufacturers, with the sale of products manufactured by Microsoft
accounting for approximately 16% of net sales in 1993 (as compared to 17% in
1992 and 15% in 1991). The loss of the ability to distribute a particularly
popular product could result in losses of sales unrelated to that product. The
loss of a direct relationship between the Company and any of its key suppliers
could have an adverse impact on the Company's business and financial results.

CUSTOMERS AND CUSTOMER SERVICES

Merisel sells to more than 65,000 computer resellers worldwide. Merisel's
customers include VARs, large hardware and software retail chains and
franchisees, computer superstores, mass merchants, Macintosh, Unix and other
corporate resellers, systems integrators, and original equipment manufacturers
as well as independently owned retail outlets and consultants. Merisel's
smaller customers often do not have the resources to establish a large number
of direct purchasing relationships or stock significant product inventories.
Consequently, they tend to purchase a high percentage of their products from
distributors. Larger resellers often establish direct relationships with
manufacturers for their more popular products, but utilize distributors for
slower-moving products and for fill-in orders of fast-moving products which may
not be available on a timely basis from manufacturers. No single customer
accounted for more than 2.0% of Merisel's net sales in 1991, 1992 or 1993.

In Merisel's wholesale distribution business, the Company offers its
customers a single source of supply, prompt delivery, financing programs and
customer support.

Single Source Provider. Merisel offers computer resellers a single source for
over 25,000 competitively priced hardware and software products. By purchasing
from Merisel, the reseller only needs to comply with a single set of ordering,
billing and product return procedures and may also benefit from attractive
volume pricing. In addition, resellers are allowed, within specified time
limits, to return slow-moving products from one manufacturer in exchange for
more popular products from other manufacturers. Merisel's policy is to not
grant cash refunds. Merisel has recently initiated a program that provides
incentives to ComputerLand franchisees and Datago affiliates to make all their
product purchases from Merisel and Merisel FAB.

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<PAGE>

Prompt Delivery. In most areas of the world serviced by the Company, orders
received by 5:00 p.m. local time are typically shipped the same day, provided
the required inventory is in stock. Merisel maintains sufficient inventory
levels in the United States to fill consistently in excess of 95% of all units
ordered on the day of receipt. Merisel typically delivers products from its
regional warehouses via United Parcel Service and other common carriers, with
customers in most areas in the United States receiving orders within one to two
working days of shipment. Merisel also will provide overnight air handling if
requested and paid for by the customer. These services allow computer resellers
to minimize inventory investment and provide responsive service to their
customers. For larger customers in the United States, Merisel also provides a
fulfillment service so that orders are shipped directly to the computer
resellers' customer, thereby reducing the need for computer resellers to
maintain inventories of certain products. The Company's foreign subsidiaries
may have lower fill rates and longer delivery times due to differing market
requirements and the smaller size of their operations.

Financing Programs. Merisel's credit policy for qualified resellers
eliminates the need to establish multiple credit relationships with a large
number of manufacturers. In addition, the Company arranges floor plan and lease
financing through a number of credit institutions and offers a program that
permits credit card purchases by qualified customers. To allow certain
resellers to purchase larger orders in the United States, the Company offers a
"financing desk" which seeks to arrange alternative financing such as escrow
programs and special bid financing from financial institutions.

Customer Support. Merisel offers a number of customer loyalty programs,
including the Vantage and Frequent Buyer Programs, which provide incentives to
resellers to aggregate their purchases through Merisel. The Vantage Programs
offer Merisel's top-volume customers within the VAR and value-added dealer
channels increased levels of service and pricing advantages. Merisel's Frequent
Buyer Program awards resellers with credits based on the dollar amount of their
purchases from Merisel, which credits are redeemable for travel, education,
merchandise and for revenue-generating activities such as product promotions
and advertisements. The cost of the Frequent Buyer Program is funded by
cooperative marketing dollars paid by Merisel's suppliers.

Merisel furnishes its computer resellers with a series of publications
containing detailed information on products, pricing, promotions and
developments in the industry. Merisel publishes a Confidential Reseller Price
Book, which lists Merisel's current product offerings. Merisel also publishes
the Hot List, which ranks Merisel's current best-selling hardware and software
products in four different reseller channels. In addition, Merisel's On-Line
Literature Library offers over 20,000 data sheets of product information
literature on a fax-back system and on CD-ROM.

Merisel provides training and product information to its reseller customers
through its well-respected Softeach program, a worldwide series of training
forums whereby manufacturers conduct seminars on how to sell their products.
Softeach is held periodically in major cities throughout the United States,
Canada, Australia and Europe. In 1993, the Company believes that over 15,000
computer resellers attended Softeach seminars held in 11 countries worldwide.
Merisel also provides computer resellers with a technical support "hotline," as
well as specialized technical support for virtually all product lines sold by
Merisel. In addition, Merisel's Technical Support department provides regular
product training seminars to Merisel's sales representatives to help them
become more product-knowledgeable.

SALES AND MARKETING

To reach diverse customer segments, the Company has organized its Sales
department for its wholesale distribution business in the United States into
three channel segments.

DEALER CHANNEL. This channel is composed of the following specialized sales
divisions:
. The RETAILER division serves franchisees, independent retail chains and
storefronts, corporate resellers and direct-mail marketers.

26
<PAGE>

. The RESELLER FULFILLMENT division serves the needs of direct marketers
such as Dell, IBM and Zenith through the fulfillment of orders for third-
party hardware and software products.
. The MAJOR ACCOUNTS division serves Merisel's large franchisee accounts,
computer superstores and computer retail chains through a specialized
staff that offers enhanced services, volume purchase agreements,
corporate office coordination, marketing programs and sales report data.
. The MACINTOSH division provides expertise in sale and support of third-
party Macintosh products worldwide through its own separate marketing,
sales, products and technical support and purchasing departments.

VAR CHANNEL. This channel is composed of the following specialized sales
divisions:
. The VAR division provides value-added resellers with highly knowledgeable
sales representatives, a comprehensive line of computer systems, Unix and
connectivity products, education, financial services and technical
support.
. The ADVANCED PRODUCTS division (formerly the UNIX division) is primarily
dedicated to selling and supporting Sun Microsystems and Sun-
complimentary products through its own sales, marketing, operations and
technical support departments.
. The OEM division supports Merisel's customers who integrate and/or
manufacture microprocessor-based systems and solutions utilizing OEM
versions of Merisel's hardware and software products.
. The recently created SYSTEM INTEGRATOR division supports large system and
network integrators who require specialized programs and services.

CONSUMER CHANNEL.
. The CONSUMER PRODUCTS division targets mass merchants such as Circuit
City, Montgomery Ward and Office Depot by providing inventory selection
and control services, specialized marketing programs and other support
services tailored to the needs of mass-market merchandisers.

For each of the Company's international subsidiaries, the number and type of
specialized sales divisions vary based on market requirements, the size of the
subsidiary's sales force and the products carried by the subsidiary.

The Company's sales force is comprised of field sales representatives who
manage relations with the larger accounts and inside telemarketing sales
representatives who receive product orders and answer customer inquiries. When
a customer calls Merisel, screen synchronization technology causes a sales
profile to appear on the sales representative's computer screen before
greetings are exchanged. Customer orders generally are placed via a toll-free
telephone call to Merisel's inside sales representatives and are entered on
Merisel's SalesNet order entry system, a proprietary local area network created
by Merisel to speed the process of taking and processing orders. Using the
SalesNet database, sales representatives can immediately enter customer orders,
obtain descriptive information regarding products, check inventory status,
determine customer credit availability and obtain special pricing and promotion
information. Merisel also offers Dial-Up SalesNet, a system that allows a
customer, through the use of its own personal computer and a modem, to access
Merisel's database to examine pricing, credit information, product description
and availability and promotional information and to place orders directly into
Merisel's order processing system. For certain of its larger customers, the
Company has installed electronic data interchange (EDI) systems which allow
participating customers to directly access the Company's mainframe computer
system for order processing and account information.

OPERATIONS AND DISTRIBUTION

The Company operates 20 distribution centers around the world, including
eight in the United States, two in Canada, five in Europe, four serving Latin
America and one in Australia. All of these distribution centers are leased,
except for one facility in Mexico, which is owned by the Company.

27
<PAGE>

The Company's United States, Canadian and United Kingdom operations, other
than Merisel FAB, are conducted using a mainframe-based computer system,
originally implemented in the early 1980s, that operates on hardware owned and
operated by a third-party service provider. In recent years, the Company has
experienced a significant increase in both its sales volume and in the number
and type of transactions processed by the computer system. The Company believes
that the ability of its existing computer system in North America to process
the increased sales volumes contemplated for 1994 and the first three quarters
of 1995 is limited without certain modifications to the system. The Company is
in the process of implementing such modifications and believes such
modifications will be successful. If, however, there is a delay in implementing
the modifications, or if the system, as modified, performs below anticipated
service levels, the existing system may not be able to accommodate anticipated
increases in sales volumes and transaction requirements in the fourth quarter
of 1994. As a result, the Company is making a significant investment in new
advanced computer and warehouse management systems for its North American
operations.

These new systems are designed to accommodate sales volumes of up to twice
current volumes as well as provide greater transaction accuracy and operating
efficiency and more flexibility to accommodate a variety of transaction types.
The Company began designing the new computer system in early 1993 and currently
anticipates that it will convert to the new system in late 1994 and the first
half of 1995. The Company presently estimates that its aggregate investment in
the new computer systems, including costs of system design, hardware, software,
installation and training, will be approximately $20 million. The Company
installed its first new warehouse management system, which includes infrared
bar coding equipment and advanced computer hardware and software systems, in
one warehouse in 1993 and anticipates installation in its remaining North
American warehouses during 1994 and 1995.

The design and implementation of these new systems are complex projects and
involve risks that unanticipated problems may delay implementation of the new
systems or cause them to perform below anticipated service levels. The Company
therefore is making a substantial investment (see above) in the design and
installation of these systems and is dedicating a significant number of its
personnel on a full-time basis (82 employees and independent contractors) to
these projects. In the event the Company experiences delays in implementation
of these new systems or such systems fail to perform at anticipated service
levels, the Company may not be able to accommodate anticipated increases in
sales volumes and transaction processing requirements after the third quarter
of 1995.

INTERNATIONAL OPERATIONS

The Company distributes microcomputer products throughout the world. Merisel
formed its first international subsidiary in 1982 and now operates in Canada,
the United Kingdom, France, Germany, Australia, Switzerland, Austria and
Mexico. Merisel also has a subsidiary based in Miami, Florida, which primarily
sells products to customers in Latin America and in other parts of the world
where Merisel does not have a physical presence. In June 1990, the Company
began limited distribution of products in Russia as part of a joint venture.
Management believes that its international microcomputer distribution
operations are larger than the operations of any other U.S.-based microcomputer
distributor. The Company also believes that certain of the markets for
microcomputer products outside the United States are less mature and therefore
present opportunities for further growth. Accordingly, the Company will seek to
further expand its international operations through internal growth and the
possible acquisition of existing distributors or establishment of new
operations in other countries.

The products and services offered by Merisel's international subsidiaries are
generally similar to those offered in the United States, although the breadth
of the subsidiaries' product lines and the range of manufacturers' and
customers' services offered by the subsidiaries are usually smaller due to the
smaller size of the subsidiaries and differing market requirements. Certain
subsidiaries provide products or services not offered in the United States due
to differing manufacturer relationships and market requirements. Operationally,
the management and distribution systems at the Company's international
subsidiaries vary

28
<PAGE>

depending on the size of the subsidiary, its length of operation and local
market requirements. As each subsidiary expands, the Company seeks to
implement systems and procedures that are more similar to those used in the
United States.

In Europe, the Company is revising its distribution strategy in response to
the reduction in cross-border shipment barriers instituted by the European
Economic Community in 1993. With the reduction of cross-border shipping
barriers, the Company believes it can more efficiently ship to a large number
of countries from a centralized master warehouse or warehouses, supplemented
by smaller warehouses in various locations across Europe. At present, the
Company maintains a full warehouse in each of the countries in which it has
operations, with the exception of Austria. The Company is currently
undertaking preparations for development of a master warehouse in Northern
Europe for use beginning in mid-to-late 1995.

The Company's European operations are managed through a European
headquarters, which operates with a staff of pan-European managers to oversee
the Company's various European subsidiaries and operations. Merisel currently
is increasing its European management team and planning the computer system
revisions and other operational changes required to implement its centralized
distribution strategy.

Because the Company conducts business in a number of countries, that portion
of operating results and cash flows that is non-U.S. dollar denominated is
subject to certain currency fluctuations. The Company generally employs
forward exchange contracts to limit the impact of fluctuations in the relative
values of some of the currencies in which it does business.

In addition, international operations may also be subject to risks such as
the imposition of governmental controls, export license requirements,
restrictions on the export of certain technology, political instability, trade
restrictions, changes in tariffs, difficulties in staffing and managing
international operations and collecting accounts receivable and the impact of
local economic conditions and practices. As the Company continues to expand
its international operations, its success will be dependent, in part, on its
ability to anticipate and deal with these and other risks. There can be no
assurance that these or other factors will not have an adverse effect on the
Company's international operations.

For segment information regarding Merisel's United States and international
operations, see Note 11 of Notes to Consolidated Financial Statements.

COMPUTERLAND BUSINESS

On January 31, 1994, the Company completed the ComputerLand Acquisition. As
a result of the ComputerLand Acquisition, Merisel, through the ComputerLand
Business, will now operate as a master reseller of computer systems and
related products from the major microcomputer manufacturers to a network of
approximately 750 independently-owned product resellers composed of two
customer groups: ComputerLand franchisees, with whom Merisel acts as
franchisor by licensing the ComputerLand name and providing both product
supply and various support services, and resellers purchasing under the
ComputerLand Business' Datago program, which are independent dealers and
value-added resellers that purchase products from the ComputerLand Business on
a cost-plus basis, but do not license the ComputerLand name. For its fiscal
year ended September 30, 1993, the ComputerLand Business generated net
revenues of approximately $1.1 billion and income from operations of $16.6
million. See "Unaudited Pro Forma Condensed Combined Financial Statements" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations--Acquisition of ComputerLand Business."

In connection with its purchase of the ComputerLand Business, Merisel
purchased the ComputerLand Business' franchise and third-party reseller
agreements as well as the rights in the United States to ComputerLand
Corporation's trademarks, trade names, service marks, copyrights, patents and
logos. Merisel paid approximately $80 million in cash at the closing of the
ComputerLand Acquisition for the acquired assets. In addition, Merisel has
agreed to make an additional payment in 1996 of up to

29
<PAGE>

$30 million, the amount of which will be determined based upon the growth in
Merisel FAB's and the Company's sales of products of designated manufacturers
to specified customers over the two-year period ending January 31, 1996. Sixty-
five of the ComputerLand Business' 66 employees became employees of Merisel FAB
in connection with the ComputerLand Acquisition. Merisel did not purchase the
order fulfillment systems, warehouses or inventory used by the ComputerLand
Business. Instead, the Company eventually intends to integrate these functions
into its facilities and systems. As an interim strategy Merisel and
ComputerLand Corporation have entered into the Services Agreement pursuant to
which ComputerLand Corporation will continue to provide products and
distribution and other support services to the ComputerLand Business for two
years following the ComputerLand Acquisition.

Following its sale of the ComputerLand Business, ComputerLand Corporation
continues to operate as a reseller of computer products and services through
its company-owned locations throughout the United States and also retains its
international operations. ComputerLand Corporation recently changed its name to
Vanstar, Inc., but may continue to use the ComputerLand name in connection with
operation of its existing company-owned locations in the United States until
August 1994. Merisel FAB can sell franchises throughout the United States,
except that Merisel FAB may not sell franchises in areas with such ComputerLand
Corporation company-owned locations until August 1994.

The ComputerLand Business' franchisees operate locations under the
ComputerLand name. The ComputerLand Business currently sells products to
franchisees at cost and receives a royalty based upon gross sales of the
franchisee, irrespective of whether the products sold were purchased from the
ComputerLand Business. During 1994, the ComputerLand Business may offer
franchisees the opportunity to revise such franchisees' pricing structure by
selling products to franchisees at cost plus a mark-up and reducing or
eliminating the royalty on overall franchisee sales provided the franchisee
achieves minimum purchase targets. Franchisees typically enter into a ten-year
exclusive contract, renewable at the option of the franchisee. In addition to
the use of the ComputerLand name, the ComputerLand Business provides
franchisees a range of services including sales and marketing materials,
management and sales support services and a proprietary-dealer management
software system. At February 1, 1994, the ComputerLand Business had agreements
with franchisee groups operating 198 locations, located primarily in secondary
metropolitan markets in the United States.

The ComputerLand Business' Datago resellers are independent dealers and
value-added resellers. These resellers generally enter into non-exclusive one-
year renewable contracts cancelable at the option of either party on short
notice. These contracts typically entitle Datago resellers to purchase the full
range of the ComputerLand Business' products at cost plus a mark-up, depending
on the dollar volume of products purchased. At February 1, 1994, the
ComputerLand Business had approximately 549 active Datago resellers. During its
fiscal year ended September 30, 1993, no individual franchisee or Datago
reseller accounted for more than 10% of the ComputerLand Business's revenues.

Following the ComputerLand Acquisition, the Company has undertaken an effort
to add additional resellers as customers of the ComputerLand Business under its
Datago program. Later in 1994, the Company intends to begin adding new
ComputerLand franchisees, focusing in particular on locations where no reseller
is using the ComputerLand name. In adding new Datago resellers and ComputerLand
franchisees, the Company will seek to offer programs that permit customers to
leverage their purchases from both the ComputerLand Business and Merisel's
existing wholesale distribution business.

The ComputerLand Business offers its franchisees and Datago resellers a
selection of major microcomputer equipment and peripherals provided by
approximately 70 suppliers. For its fiscal year ended September 30, 1993,
approximately 76% of the ComputerLand Business's revenues were generated by
sales of Apple, Compaq, Hewlett-Packard and IBM products. The loss of any one
of these four manufacturers, or

30
<PAGE>

a change in the way any of these manufacturers markets, prices or distributes
its products, could have a material adverse effect on the ComputerLand
Business' operations and financial results. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations--Acquisition of
ComputerLand Business." In addition to the products supplied directly by the
ComputerLand Business, franchisees and Datago resellers may purchase other
products offered by the Company's wholesale distribution business pursuant to
separate agreements negotiated on their behalf by Merisel FAB.

Under the two-year Services Agreement, ComputerLand Corporation will continue
to purchase and warehouse manufacturers' products and fulfill reseller orders
for the products offered by Merisel FAB. Merisel FAB will purchase such
products from ComputerLand Corporation, rather than directly from the supplier,
and will pay ComputerLand Corporation a service fee for performing these
distribution functions. Resellers will continue to place product orders with
Merisel FAB through the order placement system operated by ComputerLand
Corporation. ComputerLand Corporation will typically ship products to a
customer within two days of receipt of an order. During the term of the
Services Agreement, Merisel FAB will be dependent upon ComputerLand Corporation
to purchase and maintain inventories of products sufficient to meet resellers'
requirements and to receive and fulfill orders at acceptable service levels.
Merisel FAB and ComputerLand Corporation will jointly maintain supplier
relationships. In the event that ComputerLand Corporation becomes unable to
perform its obligations under the Services Agreement, there may be an adverse
effect on the operations and financial results of the ComputerLand Business.
The Services Agreement contains provisions for monetary penalties in the event
that ComputerLand Corporation fails to achieve agreed-upon service levels, as
well as provisions permitting Merisel FAB to take over a portion of
ComputerLand Corporation's operations to fulfill such obligations under certain
circumstances.

Over 76% of the ComputerLand Business' sales to its customers currently are
financed on behalf of such customers by floor plan financing companies, and the
ComputerLand Business typically receives payment from these financing companies
within three business days from the date of sale. Such floor plan financing is
typically subsidized for the ComputerLand Business' customers by its suppliers.
Any material change in the availability or the terms of financing offered by
such financing companies or the subsidies provided by suppliers could require
Merisel FAB to provide such financing to its customers, thereby substantially
increasing the working capital necessary to operate its business.

The Company does not have experience in operating a master reseller business
such as the ComputerLand Business, with its different merchandising strategy
and customer base. While the Company believes that the personnel hired as part
of the ComputerLand Acquisition, together with the Company's senior management,
will successfully manage the ComputerLand Business, no assurances can be given
as to the future performance levels or operating results of the ComputerLand
Business.

COMPETITION

Competition in the microcomputer products distribution industry is intense
and is based primarily on price, brand selection, breadth and availability of
product offering, speed of delivery, level of training and technical support,
marketing services and programs and ability to influence a buyer's decision.

Certain of Merisel's competitors have substantially greater financial
resources than Merisel. Merisel's principal competitors include large United
States-based international distributors such as Ingram Micro and Tech Data
Corporation, non-U.S. based international distributors such as Computer 2000,
national distributors such as Gates/FA Distributing, Inc. and Robec, Inc. and
regional distributors and franchisors. The Company competes internationally
with a variety of national and regional distributors on a country-by-country
basis.

Merisel also competes with manufacturers that sell directly to computer
resellers, sometimes at prices below those charged by Merisel for similar
products. The Company believes its broad product offering, product
availability, prompt delivery and support services may offset a manufacturer's
price advantage. In

31
<PAGE>

addition, many manufacturers focus their direct sales to large computer
resellers because of the high costs associated with dealing with a large number
of small-volume computer reseller customers.

The ComputerLand Business is subject to competition from other franchisors
and aggregators in obtaining and retaining franchisees and third-party
resellers, as well as competition from wholesale distributors with respect to
sales of products to customers in the ComputerLand Business' network. See "--
The Industry." The Company believes that the ComputerLand Business' pricing,
brand selection, product availability and service levels are competitive in the
industry. With respect to brand selection, the Company believes that an
important factor in the ComputerLand Business' ability to attract customers is
the fact that it is able to offer computer systems and other hardware products
from Apple, Compaq, Hewlett-Packard and IBM. These manufacturers historically
have sold their products directly to resellers and through a limited number of
master resellers such as the ComputerLand Business. The loss of any of these
manufacturers, or any change in the way any such manufacturers' markets, prices
or distributes its products, could have a material adverse effect on the
ComputerLand Business' operations and financial results. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations--
Acquisition of ComputerLand Business." The ComputerLand Business' principal
competitors are Intelligent Electronics, MicroAge and InaCom, all of which
maintain networks of franchisees and third-party dealers and which carry
products of one or more of the Company's major manufacturers. Certain of the
ComputerLand Business' competitors have greater financial resources than the
Company.

EMPLOYEES

As of December 31, 1993 Merisel had 2,502 employees. Merisel considers its
relations with its employees to be excellent.

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<PAGE>

MANAGEMENT

The current executive officers and directors of the Company are listed below,
together with their ages and all Company positions and offices held by them.

<TABLE>
<CAPTION>
NAME AGE* POSITION
---- ---- --------
<S> <C> <C>
Michael D. Pickett............. 46 Co-Chairman of the Board of Directors,
President and Chief Executive Officer
Robert S. Leff................. 47 Co-Chairman of the Board of Directors and
Senior Vice President-Business Development
David S. Wagman................ 42 Vice Chairman of the Board of Directors
James L. Brill................. 42 Senior Vice President-Finance, Chief
Financial Officer, Secretary and Director
Joseph Abrams.................. 58 Director
David L. House................. 51 Director
Dr. Arnold Miller.............. 65 Director
Lawrence J. Schoenberg......... 61 Director
Dwight A. Steffensen........... 50 Director
John J. Connors................ 39 Senior Vice President-U.S. Operations
John F. Thompson............... 49 Senior Vice President-Worldwide Operations
Susan J. Miller-Smith.......... 41 Senior Vice President-Canadian Operations
Thomas P. Reeves............... 32 Senior Vice President-European Operations
Paul M. Lemerise............... 48 Senior Vice President-Worldwide Information
Services
Martin D. Wolf................. 35 Senior Vice President-Franchise and
Aggregator Operations
</TABLE>
- --------
* As of March 21, 1994

The business experience, principal occupations and employment of each of the
executive officers and directors, together with their periods of service as
directors and executive officers during the past five years are set forth
below.

Michael D. Pickett joined the Company in October 1983 as Vice President,
Finance and Chief Financial Officer and was appointed President and Chief
Operating Officer effective April 1986 and Chief Executive Officer in June
1988. He was elected a director in December 1987 and became Co-Chairman of the
Board of Directors in May 1992. Prior to joining the Company, Mr. Pickett was a
partner of Deloitte & Touche, a public accounting firm.

Robert S. Leff co-founded the Company with David S. Wagman in October 1980
and was its President from that time until May 1985, at which time he became
Co-Chairman of the Board of Directors. Mr. Leff has been a director of the
Company since its inception. Mr. Leff assumed the role of Senior Vice
President-Business Development in May 1992.

David S. Wagman co-founded the Company with Mr. Leff in October 1980, was the
Chairman of the Board of Directors from that time until May 1985 and was its
Co-Chairman with Mr. Leff from May 1985 to May 1992, at which time he became
Vice Chairman of the Board. He retired from full-time employment with the
Company in December 1990. Mr. Wagman has also been a director of the Company
since its inception and served as the Company's Secretary from formation until
May 1992.

33
<PAGE>

James L. Brill joined the Company in May 1988 as Vice President-Finance,
Chief Financial Officer and Assistant Secretary. He was elected a director in
April 1990 and, while retaining his position as Chief Financial Officer, became
Senior Vice President-Finance and Secretary in May 1992. For eight years prior
to joining the Company, Mr. Brill was employed at Union Bank, one of the
Company's lending banks, where his most recent position was Regional Vice
President. At Union Bank, Mr. Brill was responsible for the lending
relationship with the Company.

Joseph Abrams was elected a director of the Company following the acquisition
of Microamerica in April 1990. Mr. Abrams had previously served as a director
of Microamerica from 1983 to April 1990 and also served as President, Chief
Operating Officer and Secretary of AGS Computers, Inc. ("AGS"), a subsidiary of
NYNEX. Mr. Abrams retired from AGS in January 1991. He is also a director of
Spectrum Signal Processing.

David L. House was elected to the Board of Directors in March 1994. Since
1987, Mr. House has served as Senior Vice President and Director of Corporate
Strategy of Intel Corporation, where he has been employed in various capacities
since 1974.

Dr. Arnold Miller was elected to the Board of Directors in August 1989. Since
its formation in 1987, he has been President of Technology Strategy Group, a
consulting firm organized to assist businesses and government in the fields of
corporate strategy development, international technology transfer and joint
ventures, as well as business operations support. Prior to joining Technology
Strategy Group, Mr. Miller was employed at Xerox Corporation for 14 years,
where his most recent position was Corporate Vice President with responsibility
for worldwide electronics operations.

Lawrence J. Schoenberg was elected a director of the Company following the
acquisition of Microamerica in April 1990. Mr. Schoenberg had previously served
as a director of Microamerica from 1983 to April 1990. From 1967 through 1990,
Mr. Schoenberg served as Chairman of the Board and Chief Executive Officer of
AGS, which was a subsidiary of NYNEX Corp. from 1988 through 1993. From January
to December 1991, Mr. Schoenberg served as Chairman and as a member of the
executive committee of the Board of Directors of AGS. Mr. Schoenberg retired
from AGS in 1992. He is also a director of Sungard Data Services Inc.,
Government Technology Services Inc., Image Business Systems Inc. and Penn-
America Group, Inc.

Dwight A. Steffensen was elected to the Board of Directors in August 1990.
From January 1985 to March 1992, Mr. Steffensen served as a director and
Executive Vice President of Bergen Brunswig Corporation, a pharmaceuticals
distributor. In April 1992, Mr. Steffensen assumed the position of President
and Chief Operating Officer for that entity.

John J. Connors joined Microamerica in October 1979 where he held various
sales positions and became Senior Vice President-United States Sales of
Microamerica in March 1988. He became Senior Vice President, Products and
Marketing of the Company following the acquisition of Microamerica in April
1990, Senior Vice President, Sales of the Company in May 1991 and Senior Vice
President-U.S. Operations in May 1992.

John F. Thompson joined the Company in April 1983 as Vice President,
Operations, became Senior Vice President, Operations in April 1989 and became
Senior Vice President-Worldwide Operations in May 1992. Prior to joining the
Company, Mr. Thompson was Vice President, Manufacturing and Distribution of
Vidal Sassoon, Inc.

Susan J. Miller-Smith joined Merisel in 1987 as President of the Company's
Canadian subsidiary. In May 1992 Ms. Miller-Smith became the Company's Senior
Vice President in charge of Canadian operations.

Thomas P. Reeves joined Merisel in 1987 as director of International
Strategic Planning. From March 1990 to February 1992, Mr. Reeves served as
Managing Director of the Company's United Kingdom

34
<PAGE>

subsidiary. In February 1992, Mr. Reeves became Managing Director of the
Company's operations in Europe, and in May 1992 he became the Company's Senior
Vice President-European Operations.

Paul M. Lemerise joined Merisel in May 1992 as Senior Vice President-
Worldwide Information Services. From February 1990 to April 1992, Mr. Lemerise
served as Vice President of Management Information Systems at Marshall
Industries, an industrial distributor of electronic components. From 1984 to
1990, Mr. Lemerise served as the Vice President, Information Services at Carter
Hawley Hale Corporation, a major California retailer.

Martin D. Wolf joined Merisel FAB in February 1994 as its President and in
March 1994 was appointed Senior Vice President-Franchise and Aggregator
Operations of Merisel. Mr. Wolf joined ComputerLand Corporation in July 1988
and served as President of the ComputerLand Business from October 1992 to
February 1994.

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<PAGE>

PRINCIPAL AND SELLING SHAREHOLDERS

The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of March 21, 1994, and as adjusted
to reflect the sale of shares of Common Stock offered hereby, (i) by each
stockholder known by the Company to be the beneficial owner of more than 5% of
the Company's Common Stock as of such date, (ii) by each of the Company's
directors, (iii) by all executive officers and directors of the Company as a
group and (iv) by each Selling Shareholder. Unless otherwise indicated, the
shareholders have sole voting and investment power with respect to shares
beneficially owned by them, subject to community property laws, where
applicable.

<TABLE>
<CAPTION>
OWNERSHIP AFTER
OWNERSHIP PRIOR TO OWNERSHIP AFTER NUMBER OF OFFERING AND
OFFERING OFFERING SHARES OVER-ALLOTMENT OPTION
-------------------- -------------------- SUBJECT TO ------------------------
NUMBER NUMBER OVER-ALLOTMENT NUMBER
OF SHARES PERCENTAGE OF SHARES PERCENTAGE OPTION OF SHARES PERCENTAGE
--------- ---------- --------- ---------- -------------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C>
David S. Wagman(1)
Merisel, Inc.
200 Continental Blvd.
El Segundo, CA 90245... 2,321,000 7.8% 2,221,000 6.4% 50,000 2,171,000 6.2%
Robert S. Leff(2)
Merisel, Inc.
200 Continental Blvd.
El Segundo, CA 90245... 2,096,848 7.1% 2,021,848 5.8% 75,000 1,946,848 5.5%
Michael D. Pickett(3)... 462,371 1.5% 462,371 1.3% 100,000 362,371 1.0%
James L. Brill(3)....... 134,638 * 134,638 * 25,199 109,439 *
John J. Connors(3)...... 85,659 * 85,659 * 25,000 60,659 *
Paul M. Lemerise(3)..... 13,750 * 13,750 * 13,750 0 *
Susan J. Miller-
Smith(3)............... 37,397 * 37,397 * 8,647 28,750 *
Thomas P. Reeves(3)..... 74,321 * 74,321 * 35,000 39,321 *
John F. Thompson(3)..... 39,044 * 39,044 * 25,000 14,044 *
Joseph Abrams(4)........ 597,460 2.0% 597,460 1.7% -- 597,460 1.7%
David L. House.......... 0 * 0 * -- 0 *
Dr. Arnold Miller(4).... 4,000 * 4,000 * -- 4,000 *
Lawrence J.
Schoenberg(4).......... 362,884 1.2% 287,884 * -- 287,884 *
Dwight A. Steffensen(3). 2,000 * 2,000 * -- 2,000 *
FMR Corp
82 Devonshire Street
Boston, MA 02109(5).... 3,732,030 12.6% 3,732,030 10.8% -- 3,732,030 10.6%
State of Wisconsin
Investment Board
P.O. Box 7842
Madison, WI 53707(6)... 2,325,000 7.8% 2,325,000 6.7% -- 2,325,000 6.6%
All Directors and
Executive
Officers, as a Group
(15 persons)(7)........ 6,229,882 20.5% 5,989,472 16.9% -- 5,631,876 15.7%
</TABLE>
Footnotes on Following Page

36
<PAGE>

- --------
* Percentage of Common Stock owned is less than one percent.
(1) Shares are held by Mr. Wagman as Trustee of the David S. Wagman Trust
dated March 3, 1982; includes 1,000 shares issuable with respect to stock
options exercisable within 60 days after March 21, 1994.

(2) Shares are held by Mr. Leff as Trustee of the Robert S. Leff Trust dated
February 23, 1990. Mr. Leff's share holdings include 9,290 and 7,500
shares held by his wife and his minor sons, respectively.
(3) Represents shares issuable with respect to stock options exercisable
within 60 days after March 21, 1994.
(4) Includes 2,000 shares issuable with respect to stock options exercisable
within 60 days after March 21, 1994.

(5) Fidelity Management & Research Company, a wholly-owned subsidiary of FMR
Corp. and an investment advisor, may be deemed the beneficial owner of
3,150,630 shares of Common Stock, or 10.67%, as a result of acting as
investment advisor to several investment companies. Fidelity Management
Trust Company, a wholly-owned subsidiary of FMR Corp. and a bank (as
defined by the Exchange Act), may be deemed to be the beneficial owner of
581,400 shares of Common Stock, or 1.97%, as a result of its serving as
investment manager of several institutional accounts. Edward C. Johnson 3d
owns 34.0% of the outstanding voting stock of FMR Corp. All of the above
information is taken from and furnished in reliance upon the Schedule 13G,
as amended to date, filed by FMR Corp. and Mr. Johnson pursuant to Section
13(g) of the Exchange Act, as amended.
(6) All information regarding share ownership is taken from and furnished in
reliance upon the Schedule 13G, as amended to date, filed by the
stockholder pursuant to Section 13(g) of the Exchange Act, as amended.
(7) Includes 856,180 shares issuable with respect to stock options exercisable
within 60 days after March 21, 1994.

37
<PAGE>

DESCRIPTION OF CAPITAL STOCK

COMMON STOCK

The Company has 50,000,000 shares of Common Stock, par value $.01 per share,
authorized, of which 35,765,024 shares will be issued and outstanding following
the closing of this Offering, assuming the U.S. Underwriters' over-allotment
option is not exercised and assuming completion of the anticipated sale of
1,103,144 shares of Common Stock to ComputerLand Corporation in the
ComputerLand Acquisition. See "The Company--ComputerLand Acquisition."

Subject to such preferential rights as may be granted by the Board of
Directors in connection with future issuances of Preferred Stock, holders of
shares of Common Stock are entitled to one vote per share on all matters to be
voted on by shareholders and are entitled to receive ratably such dividends as
may be declared by the Board of Directors in its discretion from funds legally
available therefor. See "Dividend Policy." In the event of the liquidation,
dissolution or winding up of the Company, holders of Common Stock are entitled
to share ratably in all assets remaining after payment of all debts and other
liabilities and subject to any liquidation preference of the holders of
Preferred Stock. Holders of Common Stock have no subscription, redemption,
conversion or preemptive rights. Except as described below, matters submitted
for shareholder approval generally require a majority vote of the shares
present and voting thereon. The outstanding shares of Common Stock are, and the
Common Stock to be outstanding upon completion of this offering will be, fully
paid and nonassessable.

Merisel has a classified Board of Directors comprised of three classes of
directors. The Company's bylaws provide (i) that each class of directors will
consist as nearly as possible of one-third of the Board of Directors and (ii)
for the election of one-third of the Board of Directors each year. The
Company's Certificate of Incorporation does not provide shareholders with the
right to cumulate votes when voting for nominees to Merisel's Board of
Directors.

A vote of at least 67% of the outstanding shares of Common Stock is required
to alter any of the following matters: (i) the number of Merisel directors or
the classification of the Company's Board of Directors, (ii) the right of
Merisel shareholders to act by written consent without a meeting (which right
has been eliminated from the Company's charter documents) or (iii) the right of
the holders of less than 25% of the issued and outstanding shares of Common
Stock to call a special meeting of shareholders. The classification of
Merisel's Board of Directors and the 67% vote requirement described above may
deter certain mergers, tender offers and other takeover attempts.

PREFERRED STOCK

The Company has 1,000,000 shares of Preferred Stock, par value $.01 per
share, authorized, none of which is outstanding. The Board of Directors is
empowered by the Company's Certificate of Incorporation to designate and issue
from time to time one or more classes or series of Preferred Stock without
shareholder approval. The Board of Directors may fix and determine the relative
rights, preferences and privileges of each class or series of Preferred Stock
so issued. Shares of Preferred Stock could have rights that would cause such
shares to be equal or superior to the Common Stock with respect to such matters
as voting, dividends and liquidation rights or which could adversely affect
holders of the Common Stock or discourage or make difficult any attempt to
obtain control of the Company.

38
<PAGE>

CERTAIN INDEBTEDNESS AND FINANCING ARRANGEMENTS

The following is a summary of certain indebtedness and other financing
arrangements of the Company or its subsidiaries, and is qualified in its
entirety by reference to the definitive agreements and instruments governing
such financing arrangements, copies of which have been filed or incorporated as
exhibits to the Registration Statement of which this Prospectus is a part.

In December 1993, Merisel, Inc. (the "Parent") completed a corporate
restructuring (the "Restructuring") in which substantially all of its assets
and liabilities were transferred to and assumed by two newly-formed, wholly-
owned subsidiaries--Merisel Americas and Merisel Europe. The Restructuring was
undertaken to more closely align the Company's corporate structure with its
operating and management structure and to facilitate domestic and international
borrowing. Following the Restructuring, the Company's United States operations
are conducted through Merisel Americas, and Merisel Americas also serves as a
holding company for all of the Company's Pacific Rim and North and South
American subsidiaries. Merisel FAB is a direct subsidiary of the Parent.
Merisel Europe serves as a holding company for the Company's European
subsidiaries.

REVOLVING CREDIT AGREEMENT

Merisel Americas and Merisel Europe are co-borrowers under a $150 million
unsecured revolving credit facility, with a $15 million sublimit for letters of
credit. The facility bears interest, at the option of the borrower, at either
(i) a floating rate tied to the base rate as announced from time to time by
Citibank, N.A., (ii) a floating Eurodollar rate or (iii) a quoted rate agreed
upon by the borrower and lenders; which weighted average rate was 4.8% at April
29, 1994. The facility also provides for payment of a commitment fee on the
unused portion of the facility at a rate per annum ranging from 0.25% to 0.50%.
The interest rate and commitment fee vary depending on the co-borrowers' joint
leverage ratio. The facility is guaranteed by both the Parent and, up to a
limited amount, by Merisel Americas' Canadian subsidiary ("Merisel Canada").
The facility expires May 31, 1997.

The credit agreement for this facility contains a number of restrictive
financial and other covenants which, among other things, (i) impose an
obligation on the co-borrowers to meet joint and/or separate net worth,
leverage ratio, interest coverage ratio and inventory turnover ratio
requirements (determined on a consolidated basis for each co-borrower) and
impose an obligation on the Parent, on a consolidated basis, to meet leverage
ratio and interest coverage requirements, and (ii) place limitations on the co-
borrowers and their subsidiaries, and in certain cases the Parent, with respect
to the incurrence of indebtedness, liens, investments in, and loans to, other
persons or entities, including a prohibition on loans to or investments by
either co-borrower or their respective subsidiaries to the Company or Merisel
FAB, and dividends on and repurchases of stock. The credit agreement also
contains certain events of default, including upon a change in control of
either co-borrower or the Parent.

ACQUISITION DEBT

To finance the ComputerLand Acquisition, the Parent borrowed $65 million on
an unsecured basis under a credit agreement with a bank lender. This agreement
expires on January 29, 1995, but is subject to mandatory prepayment upon any
debt or equity issuance by the Company. A portion of the net proceeds of the
Offering, therefore, will be used to prepay this borrowing in full. See "Use of
Proceeds." Borrowings under the facility may bear interest at either a LIBOR-
based rate or a prime/federal funds-based rate, at the option of the Company
which rate was 6.2% at April 29, 1994. This facility provides that the interest
rate increases 0.5% per annum at the end of each three-month period subsequent
to January 31, 1994 and requires payment of a fee of $162,500 if not prepaid by
July 31, 1994. The facility is guaranteed by Merisel FAB.

The credit agreement contains a number of restrictive covenants that, among
other things, place limitations on the Parent and, in certain cases, its direct
and indirect subsidiaries, with respect to liens,

39
<PAGE>

indebtedness and dividends, and contains financial covenants requiring the
Company to meet certain consolidated leverage ratio and interest coverage ratio
requirements. The credit agreement also contains certain events of default,
including upon a change in control of the Parent.

8.58% SENIOR NOTES AND 11.28% SUBORDINATED NOTES

In connection with the Restructuring, the Parent's outstanding $100 million
of 8.58% senior notes, due June 30, 1997 (the "Senior Notes"), were transferred
to Merisel Americas. The Senior Notes are unsecured and are guaranteed by the
Parent, Merisel Europe and, up to a limited amount, Merisel Canada. The Senior
Notes may be prepaid, subject to payment of a make-whole premium. The Senior
Notes impose a number of restrictive financial and other covenants on Merisel
Americas and its subsidiaries with respect to, among other things, Merisel
Americas' consolidated net worth, leverage ratio, interest coverage ratio,
asset sales, payment of dividends, investments, liens, and incurrence of debt.
Holders of the Senior Notes may accelerate payment of the Senior Notes,
together with a credit integrity premium, upon the occurrence and during the
continuance of certain events of default.

In connection with the Restructuring, the Parent's outstanding $22 million of
11.28% subordinated notes, due in five equal annual principal installments
beginning in March 1996, were transferred to Merisel Americas. The Subordinated
Notes are unsecured and are subordinated to certain senior debt. The
Subordinated Notes may be prepaid, subject to payment of a make-whole premium.
The Subordinated Notes contain a number of restrictive financial and other
covenants on Merisel Americas and its subsidiaries with respect to, among other
things, Merisel Americas' consolidated current ratio, debt, net worth, interest
coverage ratio, payment of dividends and investments. Subject to a blockage
period, holders of the Subordinated Notes may accelerate payment upon the
occurrence and during the continuation of certain events of default. Upon a
change of control, each holder of a Subordinated Note may elect to accelerate
payment of all or a portion of the amount then due such holder.

SALES OF TRADE ACCOUNTS RECEIVABLE

In connection with the Restructuring, the Parent's $150 million trade
accounts receivable securitization agreement with a securitization company (the
"Receivables Securitization Agreement") was transferred to Merisel Americas.
During the term of the Receivables Securitization Agreement, the securitization
company may purchase on a continuing basis an undivided interest in Merisel
Americas' trade receivables. The purchaser has retained Merisel Americas to
collect the receivables and remit the appropriate amounts due the purchaser.

The undivided interest in receivables is sold by Merisel Americas at face
value. The Company pays a yield to the purchaser that approximates the A1/P1
commercial paper rate. In the event the purchaser is unable to purchase
receivables, the Company has entered into a back-up purchase agreement (the
"Back-Up Agreement") with a group of banks. Under the Back-Up Agreement, such
banks may elect to purchase an undivided interest in Merisel Americas'
receivables. Under this agreement, the Company pays a higher yield than under
the Receivables Securitization Agreement. To date, Merisel Americas has not
been required to utilize the Back-Up Agreement. In addition to the yields
realized by the purchasers, Merisel Americas pays an agency fee under the
Receivables Securitization Agreement and under the Back-Up Agreement and a
liquidity fee under the Back-Up Agreement. Both the Receivables Securitization
Agreement and the Back-Up Agreement currently expire on November 30, 1994,
subject to earlier termination upon an event of default.

40
<PAGE>

UNDERWRITERS

Under the terms and subject to the conditions contained in an Underwriting
Agreement dated the date hereof, the underwriters named below (the
"Underwriters") have severally agreed to purchase, and the Company and the
Selling Shareholders have agreed to sell to them severally, the respective
number of shares of the Company's Common Stock set forth opposite their names
below:

<TABLE>
<CAPTION>
NAME NUMBER OF SHARES
---- ----------------
<S> <C>
U.S. Underwriters:
Morgan Stanley & Co. Incorporated.........................
Lehman Brothers Inc.......................................
The Robinson-Humphrey Company, Inc........................
---------
Subtotal................................................ 4,200,000
---------
International Underwriters:
Morgan Stanley & Co. International Limited................
Lehman Brothers International (Europe)....................
The Robinson-Humphrey Company, Inc........................
---------
Subtotal................................................ 1,050,000
---------
Total................................................. 5,250,000
=========
</TABLE>

The Underwriting Agreement provides that the obligations of the several
Underwriters to pay for and accept delivery of the shares of Common Stock
offered hereby are subject to the approval of certain legal matters by their
counsel and to certain other conditions. The Underwriters are committed to take
and pay for all of the shares of Common Stock (other than those covered by the
over-allotment option described below) if any are taken. The offering price and
underwriting discounts and commissions for the U.S. Offering and the
International Offering are identical. The closing of the U.S. Offering is a
condition to the closing of the International Offering, and the closing of the
International Offering is a condition to the closing of the U.S. Offering.

Pursuant to the Agreement Between U.S. and International Underwriters, each
U.S. Underwriter has represented and agreed that, with certain exceptions set
forth below, (a) it is not purchasing any shares of Common Stock being sold by
it (the "U.S. Shares") for the account of anyone other than a United States or
Canadian Person and (b) it has not offered or sold, and will not offer or sell,
directly or indirectly, any U.S. Shares or distribute any prospectus relating
to the U.S. Shares outside the United States or Canada or to anyone other than
a United States or Canadian Person. Pursuant to the Agreement Between U.S. and
International Underwriters, each International Underwriter has represented and
agreed that, with certain exceptions set forth below, (a) it is not purchasing
any shares of Common Stock being sold by it (the "International Shares") for
the account of any United States or Canadian Person and (b) it has not offered
or sold, and will not offer or sell, directly or indirectly, and International
Shares or distribute any prospectus relating the International Shares within
the United States or Canada or to any United States or Canadian Person. The
foregoing limitations do not apply to stabilization transactions or to certain
other transactions specified in the Agreement Between U.S. and International
Underwriters. As used herein, "United States or Canadian Person" means any
national or resident of the United States or Canada or any corporation,
pension, profit-sharing or other trust or other entity organized under the laws
of the United States or Canada or of any political subdivision thereof (other
than a branch of any United States or Canadian Person located outside the
United States and Canada) and includes any United States or Canadian branch of
a person who is otherwise not a United States or Canadian Person.

Pursuant to the Agreement Between U.S. and International Underwriters, sales
may be made between the U.S. Underwriters and the International Underwriters of
any number of shares of Common Stock to be purchased pursuant to the
Underwriting Agreement as may be mutually agreed. The per share price and

41
<PAGE>

currency of settlement of any shares so sold shall be the Price to Public set
forth on the cover page hereof, in United States dollars, less an amount not
greater than the per share amount of the concession to dealers set forth below.

Pursuant to the Agreement Between U.S. and International Underwriters, each
U.S. Underwriter has represented that it has not offered or sold, and has
agreed not to offer or sell, any shares of Common Stock, directly or
indirectly, in Canada in contravention of the securities laws of Canada or any
province or territory thereof and has represented that any offer of shares of
Common Stock in Canada will be made only pursuant to an exemption from the
requirement to file a prospectus in the province or territory of Canada in
which such offer is made. Each U.S. Underwriter has further agreed to send to
any dealer who purchases from it any shares of Common Stock a notice stating in
substance that, by purchasing such shares of Common Stock, such dealer
represents and agrees that it has not offered or sold, and will not offer or
sell, directly or indirectly, any of such shares of Common Stock in Canada or
to, or for the benefit of, any resident of Canada in contravention of the
securities laws of Canada or any province or territory thereof and that any
offer of shares of Common Stock in Canada will be made only pursuant to an
exemption from the requirement to file a prospectus in the province of Canada
in which such offer is made, and that such dealer will deliver to any other
dealer to whom it sells any of such shares of Common Stock a notice to the
foregoing effect.

Pursuant to the Agreement Between U.S. and International Underwriters, each
International Underwriter has represented and agreed that (i) it has not
offered or sold and will not offer or sell in the United Kingdom by means of
any document, any shares of Common Stock (other than in circumstances which do
not constitute an offer to the public within the meaning of the Companies Act
1985), (ii) it has complied and will comply with all applicable provisions of
the Financial Services Act 1986 (the "1986 Act") with respect to anything done
by it in relation to the shares of Common Stock in, from or otherwise involving
the United Kingdom, and (iii) it has only issued or passed on and will only
issue or pass on to any person in the United Kingdom any document received by
it in connection with the sale of the shares of Common Stock if that person is
of a kind described in Article 9(3) of the Financial Services Act 1986
(Investment Advertisements) (Exemptions) Order 1988.

The Underwriters initially propose to offer part of the shares of Common
Stock directly to the public at the public offering price set forth on the
cover page hereof and part to certain dealers at a price which represents a
concession not in excess of $ a share under the public offering price. The
Underwriters may allow, and such dealers may re-allow, a concession not in
excess of $ a share to other Underwriters or to certain other dealers.
After the initial offering of the shares of Common Stock, the offering price
and other selling terms may from time to time be varied by the Underwriters.

Pursuant to the Underwriting Agreement, the Company and certain of the
Selling Shareholders have granted to the U.S. Underwriters an option,
exercisable for 30 days from the date of this Prospectus, to purchase up to
787,500 additional shares of Common Stock at the public offering price set
forth on the cover page hereof, less underwriting discounts and commissions.
The U.S. Underwriters may exercise such option to purchase shares solely for
the purpose of covering over-allotments, if any, made in connection with the
offering of the shares of Common Stock in the Offering. To the extent such
option is exercised, each U.S. Underwriter will become obligated, subject to
certain conditions, to purchase approximately the same percentage of such
additional shares as the number set forth next to such U.S. Underwriter's name
in the preceding tables bears to the total number of shares of Common Stock in
the U.S. Offering.

The Company, the Selling Shareholders and certain other executive officers
and directors of the Company have agreed in the Underwriting Agreement not to
offer, sell, contract to sell or otherwise dispose of any shares of Common
Stock or any securities convertible into or exchangeable for Common Stock for a
period of 90 days after the date of this offering, without the prior written
consent of Morgan Stanley & Co. Incorporated, subject to certain limited
exceptions, and provided that the Company may grant options and issue shares of
Common Stock upon the exercise of outstanding options.

42
<PAGE>

The Company, the Selling Shareholders and the Underwriters have agreed to
indemnify each other against certain liabilities, including liabilities under
the Securities Act of 1933, as amended.

Pursuant to regulations promulgated by the Securities and Exchange
Commission, market makers in the Common Stock who are underwriters or
prospective underwriters ("Passive Market Makers") may, subject to certain
limitations, make bids for or purchases of Common Stock until the earlier of
the time of commencement (the "Commencement Date") of offers or sales of the
Common Stock contemplated by this Prospectus or the time at which a stabilizing
bid for such Common Stock is made. In general, on and after the date two
business days prior to the Commencement Date (1) such market maker's net daily
purchase of the Common Stock may not exceed 30% of its average daily trading
volume in such Common Stock for the two full consecutive calendar months
immediately preceding the filing date of the registration statement of which
this Prospectus forms a part, (2) such market maker may not effect transactions
in, or display bids for, the Common Stock at a price that exceeds the highest
bid for the Common Stock by persons who are not Passive Market Makers, and (3)
bids made by Passive Market Makers must be identified as such.

The Robinson-Humphrey Company, Inc., one of the Underwriters, served as
advisor to the Company in connection with the ComputerLand Acquisition. See
"Business--ComputerLand Business." The Robinson-Humphrey Company, Inc. received
customary compensation for its advisory services.

CERTAIN FEDERAL INCOME TAX
CONSEQUENCES TO NON-UNITED STATES HOLDERS

GENERAL

Riordan & McKinzie, counsel to the Company, has advised the Company that the
following discussion expresses its opinion as to the material federal income
tax consequences of the ownership and disposition of Common Stock by a Non-U.S.
Holder. The signed opinion of Riordan & McKinzie is filed as an exhibit to the
Registration Statement of which this Prospectus is a part. For this purpose,
the term "Non-U.S. Holder" is defined as any person who is, for United States
federal income tax purposes, a foreign corporation, a non-resident alien
individual, a foreign partnership or a foreign estate or trust. This discussion
does not address all aspects of United States federal income and estate taxes
and does not deal with foreign, state and local consequences that may be
relevant to such Non-U.S. Holders in light of their personal circumstances.
Furthermore, this discussion is based on provisions of the Internal Revenue
Code of 1986, as amended, existing and proposed regulations promulgated
thereunder and administrative and judicial interpretations thereof, as of the
date hereof, all of which are subject to change. Each prospective purchaser of
Common Stock is advised to consult a tax advisor with respect to current and
possible future tax consequences of acquiring, holding and disposing of Common
Stock as well as any tax consequences that may arise under the laws of any U.S.
state, municipality or other taxing jurisdiction.

An individual who is not a U.S. citizen may, subject to certain exceptions,
be deemed to be a resident alien (as opposed to a non-resident alien) by virtue
of being present in the United States for either (i) at least 183 days during
the calendar year or (ii) at least 31 days in the calendar year and for an
aggregate of at least 183 days during a three-year period ending in the current
calendar year (counting for such purposes all of the days present in the
current year, one-third of the days present in the immediately preceding year,
and one-sixth of the days present in the second preceding year). Resident
aliens are subject to U.S. Federal tax as if they were U.S. citizens.

DIVIDENDS

The Company does not currently intend to pay dividends on the Common Stock.
See "Dividend Policy." In the event, however, that dividends are paid on shares
of Common Stock, dividends paid to a Non-U.S. Holder of Common Stock will be
subject to withholding of United States federal income tax at a 30% rate or
such lower rate as may be specified by an applicable income tax treaty, unless
the dividends are effectively connected with the conduct of a trade or business
of the Non-U.S. Holder within the United States. Dividends that are effectively
connected with the conduct of a trade or business within the United States are
subject to

43
<PAGE>

United States federal income tax on a net income basis at applicable graduated
individual or corporate rates. Any such effectively connected dividends
received by a foreign corporation may, under certain circumstances, be subject
to an additional "branch profits tax" at a 30% rate or such lower rate as may
be specified by an applicable income tax treaty.

Under current United States Treasury regulations, dividends paid to an
address outside the United States are presumed to be paid to a resident of such
country for purposes of the withholding discussed above, and under the current
interpretation of United States Treasury regulations, for purposes of
determining the applicability of a tax treaty rate. Under proposed United
States Treasury regulations not currently in effect, however, a Non-U.S. Holder
of Common Stock who wishes to claim the benefit of an applicable treaty rate
would be required to satisfy applicable certification and other requirements.
Certain certification and disclosure requirements must be complied with in
order to be exempt from withholding under the effectively connected income
exemption.

A Non-U.S. Holder of Common Stock eligible for a reduced rate of United
States withholding tax pursuant to an income tax treaty may obtain a refund of
any excess amounts withheld by filing an appropriate claim for refund with the
Internal Revenue Service (the "IRS").

GAIN ON DISPOSITION OF COMMON STOCK

A Non-U.S. Holder will generally not be subject to United States federal
income tax with respect to gain recognized on a sale or other disposition of
Common Stock unless (i) the gain is effectively connected with a trade or
business of the Non-U.S. Holder in the United States, (ii) in the case of a
Non-U.S. Holder who is an individual and holds the Common Stock as a capital
asset, such holder is present in United States for 183 or more days in the
taxable year of the sale or other disposition and certain other conditions are
met, or (iii) the Company is or has been a "U.S. real property holding
corporation" for United States federal income tax purposes. The Company is not
and does not anticipate becoming a "U.S. real property holding corporation" for
United States federal income tax purposes.

FEDERAL ESTATE TAX

Common Stock held by an individual Non-U.S. Holder at the time of death will
be included in such holder's gross estate for the United States federal estate
tax purposes, unless an applicable estate tax treaty provides otherwise.

INFORMATION REPORTING AND BACKUP WITHHOLDING TAX

Under Treasury regulations, the Company must report annually to the IRS and
to each Non-U.S. Holder the amount of dividends paid to such holder and the tax
withheld with respect to such dividends. These information reporting
requirements apply even if withholding was not required because the dividends
were effectively connected with a trade or business in the United States of the
Non-U.S. Holder or withholding was reduced or eliminated by an applicable
income tax treaty. Copies of the information returns reporting such dividends
and withholding may also be made available to the tax authorities in the
country in which the Non-U.S. Holder resides under the provisions of an
applicable income tax treaty.

Backup withholding (which generally is a withholding tax imposed at the rate
of 31% on certain payments to persons that fail to furnish certain information
under the United States information reporting requirements) will generally not
apply to dividends paid to Non-U.S. Holders outside the United States that are
either subject to the 30% withholding discussed above or that are not so
subject because a tax treaty applies that reduces or eliminates such 30%
withholding. In that regard, under temporary United States Treasury
regulations, backup withholding will not apply to dividends paid on Common
Stock to a non-U.S. Holder at an address outside the United States unless the
payer has knowledge that the payee is a U.S. person. Backup withholding and
information reporting generally will apply to dividends paid to addresses
inside the United States on shares of Common Stock to beneficial owners that
are not "exempt recipients" and that fail to provide in the manner required
certain identifying information.

44
<PAGE>

In general, backup withholding and information reporting will not apply to a
payment of the proceeds of a sale of Common Stock by or through a foreign
office of a broker. If, however, such broker is, for United States federal
income tax purposes, a U.S. person, a controlled foreign corporation, or a
foreign person that derives 50% or more of its gross income for certain periods
from the conduct of a trade or business in the United States, such payments
will not be subject to backup withholding but will be subject to information
reporting, unless (1) such broker has documentary evidence in its records that
the beneficial owner is a Non-U.S. Holder and certain other conditions are met,
or (2) the beneficial owner otherwise establishes an exemption. Temporary
Treasury regulations provide that the Treasury is considering whether backup
withholding should be required in such circumstances. Under proposed Treasury
regulations not currently in effect, backup withholding will not apply to such
payments absent actual knowledge that the payee is a United States person.

Payment by a United States office of a broker of the proceeds of a sale of
Common Stock is subject to both backup withholding and information reporting
unless the beneficial owner certifies under penalties of perjury that it is a
Non-U.S. Holder, or otherwise establishes an exemption. Any amounts withheld
under the backup withholding rules will be allowed as a refund or a credit
against such holder's U.S. federal income tax liability provided the required
information is furnished to the IRS.

LEGAL MATTERS

Certain legal matters will be passed upon for the Company by Riordan &
McKinzie, a Professional Corporation and for the Underwriters by O'Melveny &
Myers. As of the date of this Prospectus, certain principals of Riordan &
McKinzie beneficially owned 6,500 shares of Common Stock.

EXPERTS

The Consolidated Financial Statements of the Company included in this
Prospectus, the Consolidated Financial Statements and the related Financial
Statement Schedules incorporated by reference from the Company's Annual Report
on Form 10-K for the year ended December 31, 1993, and the Consolidated
Financial Statements from which the Selected Consolidated Financial Data
included in this Prospectus have been derived, have been audited by Deloitte &
Touche, independent auditors, as stated in their reports, which are included
herein and incorporated by reference herein. Such Consolidated Financial
Statements, Financial Statement Schedules, and Selected Consolidated Financial
Data have been included herein and incorporated by reference herein in reliance
upon the reports of such firm given upon their authority as experts in
accounting and auditing.

The statements of revenues and operating expenses of the United States
Franchise and Distribution Division of ComputerLand Corporation for the years
ended September 30, 1993 and 1992, appearing in the Company's Current Report on
Form 8-K dated January 31, 1994, have been audited by Ernst & Young,
independent auditors, as set forth in their report thereon included therein and
incorporated herein by reference in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and
regulations thereunder, and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange Commission
(the "Commission"). Reports, proxy statements and other information filed by
the Company with the Commission can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024,

45
<PAGE>

Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the
following Regional Offices of the Commission: Room 3190, Northwest Atrium
Center, 500 West Madison Street, Chicago, Illinois 60661-2511; and 13th Floor,
7 World Trade Center, New York, New York 10048. Copies of such material can be
obtained from the Public Reference Section of the Commission at Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates. Such
reports, proxy statements and other information concerning the Company are also
available for inspection at the offices of the Nasdaq Stock Market, Inc.,
Reports Section, 1735 K Street, Washington, D.C. 20006.

The Company has filed with the Commission a registration statement on Form S-
3 (together with all amendments and exhibits thereto, the "Registration
Statement") under the Securities Act of 1933, as amended. This Prospectus does
not contain all of the information set forth in the Registration Statement,
certain parts of which are omitted in accordance with the rules and regulations
of the Commission. For further information, reference is made to the
Registration Statement.

DOCUMENTS INCORPORATED BY REFERENCE

The following documents filed by the Company with the Commission are
incorporated herein by reference:

(1) The Annual Report of the Company on Form 10-K for the year ended
December 31, 1993, as amended.

(2) The Current Report of the Company on Form 8-K dated January 31, 1994,
as filed with the Commission on February 14, 1994, and as amended on March
24, 1994.

(3) The description of the Common Stock contained in a registration
statement on Form 8-A, dated August 31, 1988, as amended.

(4) All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), (c), 14 or 15(d) of the Exchange Act and prior
to the termination of this Offering shall be deemed to be incorporated by
reference in this Prospectus. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein, modifies or supersedes such
statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.

The Company will provide without charge to each person to whom a copy of this
Prospectus is delivered, upon the written or oral request of such person, a
copy of any or all of the documents which have been incorporated by reference
herein as set forth in this section, other than exhibits to such documents
(unless such exhibits are specifically incorporated by reference therein).
Requests for such copies should be directed to: Mr. James L. Brill, Senior Vice
President-Finance, Chief Financial Officer and Secretary, Merisel, Inc., 200
Continental Boulevard, El Segundo, California 90245, telephone number (310)
615-3080.

46
<PAGE>

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<S> <C>
Independent Auditors' Report............................................... F-2
Consolidated Balance Sheets at December 31, 1992 and 1993.................. F-3
Consolidated Statements of Income for each of the three years in the period
ended December 31, 1993................................................... F-4
Consolidated Statements of Changes in Stockholders' Equity for each of the
three years in the period ended December 31, 1993......................... F-5
Consolidated Statements of Cash Flows for each of the three years in the
period ended December 31, 1993............................................ F-6
Notes to Consolidated Financial Statements................................. F-7
</TABLE>

F-1
<PAGE>

INDEPENDENT AUDITORS' REPORT

Merisel, Inc.:

We have audited the accompanying consolidated balance sheets of Merisel, Inc.
and subsidiaries as of December 31, 1992 and 1993, and the related consolidated
statements of income, changes in stockholders' equity, and cash flows for each
of the three years in the period ended December 31, 1993. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of Merisel, Inc. and subsidiaries at
December 31, 1992 and 1993, and the results of their operations and their cash
flows for each of the three years in the period ended December 31, 1993 in
conformity with generally accepted accounting principles.

Deloitte & Touche

Los Angeles, California
February 22, 1994

F-2
<PAGE>

MERISEL, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
DECEMBER 31,
------------------
1992 1993
-------- --------
<S> <C> <C>
A S S E T S
CURRENT ASSETS:
Cash.......................................................... $ 133 $ 14
Accounts receivable (net of allowance for doubtful accounts of
$11,160 and $16,543 at December 31, 1992 and 1993,
respectively)................................................ 296,192 393,252
Inventories................................................... 299,526 442,392
Prepaid expenses and other current assets..................... 5,029 15,443
Deferred income tax benefit................................... 5,620 8,942
-------- --------
Total current assets........................................ 606,500 860,043
PROPERTY AND EQUIPMENT, NET..................................... 24,857 39,858
COST IN EXCESS OF NET ASSETS ACQUIRED, NET...................... 34,186 32,832
OTHER ASSETS.................................................... 1,770 3,550
-------- --------
TOTAL ASSETS.................................................. $667,313 $936,283
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable.............................................. $248,545 $414,841
Accrued liabilities........................................... 30,149 26,811
Short-term bank debt.......................................... 25,691 50,929
Income taxes payable.......................................... 7,489 7,697
-------- --------
Total current liabilities................................... 311,874 500,278
-------- --------
DEFERRED INCOME TAX LIABILITY................................... 916 1,787
-------- --------
LONG-TERM DEBT.................................................. 131,433 186,500
-------- --------
SUBORDINATED DEBT............................................... 22,000 22,000
-------- --------
MINORITY INTEREST............................................... 2,208 1,861
-------- --------
COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
Preferred stock, $.01 par value; authorized 1,000,000 shares;
none issued or outstanding
Common stock, $.01 par value; authorized 50,000,000 shares;
outstanding 29,297,200 and 29,604,300 at December 31, 1992
and 1993, respectively....................................... 293 296
Additional paid-in capital.................................... 139,319 140,775
Retained earnings............................................. 61,073 91,512
Cumulative translation adjustment............................. (1,803) (8,726)
-------- --------
Total stockholders' equity.................................. 198,882 223,857
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY.................... $667,313 $936,283
======== ========
</TABLE>

See accompanying notes to consolidated financial statements.

F-3
<PAGE>

MERISEL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
-----------------------------------
1991 1992 1993
----------- ----------- -----------
<S> <C> <C> <C>
NET SALES.................................. $ 1,585,446 $ 2,238,715 $ 3,085,851
COST OF SALES.............................. 1,427,491 2,036,292 2,827,315
----------- ----------- -----------
GROSS PROFIT............................... 157,955 202,423 258,536
SELLING, GENERAL AND ADMINISTRATIVE
EXPENSES.................................. 119,682 150,905 187,152
----------- ----------- -----------
OPERATING INCOME........................... 38,273 51,518 71,384
INTEREST EXPENSE........................... 15,972 15,742 17,810
OTHER EXPENSE.............................. 823 1,299 2,722
----------- ----------- -----------
INCOME BEFORE INCOME TAXES................. 21,478 34,477 50,852
PROVISION FOR INCOME TAXES................. 10,652 14,812 20,413
----------- ----------- -----------
NET INCOME................................. $ 10,826 $ 19,665 $ 30,439
=========== =========== ===========
NET INCOME PER SHARE....................... $ 0.43 $ 0.67 $ 1.00
=========== =========== ===========
WEIGHTED AVERAGE NUMBER OF SHARES.......... 24,896,600 29,274,000 30,454,000
=========== =========== ===========
</TABLE>

See accompanying notes to consolidated financial statements.

F-4
<PAGE>

MERISEL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(IN THOUSANDS, EXCEPT SHARE DATA)

NOTES
COMMON STOCK ADDITIONAL CUMULATIVE RECEIVABLE
------------------- PAID-IN RETAINED TRANSLATION COMMON
SHARES AMOUNT CAPITAL EARNINGS ADJUSTMENT STOCK TOTAL
---------- ------ ---------- -------- ----------- ---------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE AT DECEMBER 31,
1990................... 24,261,400 $243 $ 82,473 $30,582 $ 1,566 $(581) $114,283
Exercise of stock op-
tions and other....... 189,500 2 204 206
Amortization of de-
ferred compensation... 148 148
Cumulative translation
adjustment............ 74 74
Net income............. 10,826 10,826
---------- ---- -------- ------- -------- ----- --------
BALANCE AT DECEMBER 31,
1991................... 24,450,900 245 82,825 41,408 1,640 (581) 125,537
Exercise of stock op-
tions and other....... 246,300 2 676 678
Amortization of de-
ferred compensation... 124 124
Payments on notes due
from sale of stock.... 581 581
Issuance of common
stock from public
offering.............. 4,600,000 46 55,694 55,740
Cumulative translation
adjustment............ (3,443) (3,443)
Net income............. 19,665 19,665
---------- ---- -------- ------- -------- ----- --------
BALANCE AT DECEMBER 31,
1992................... 29,297,200 293 139,319 61,073 (1,803) 198,882
Exercise of stock op-
tions and other....... 307,100 3 1,456 1,459
Cumulative translation
adjustment............ (6,923) (6,923)
Net income............. 30,439 30,439
---------- ---- -------- ------- -------- ----- --------
BALANCE AT DECEMBER 31,
1993................... 29,604,300 $296 $140,775 $91,512 $ (8,726) -- $223,857
========== ==== ======== ======= ======== ===== ========
</TABLE>

See accompanying notes to consolidated financial statements.

F-5
<PAGE>

MERISEL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
--------------------------------
1991 1992 1993
-------- --------- ---------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income................................... $ 10,826 $ 19,665 $ 30,439
Adjustments to reconcile net income to net
cash provided by (used for) operating activ-
ities:
Depreciation and amortization.............. 8,420 9,185 10,476
Provision for bad debts.................... 13,404 15,471 17,441
Deferred income taxes...................... (1,182) (789) (2,451)
Amortization of deferred compensation...... 148 124
Changes in assets and liabilities, net of
the effects from acquisitions:
Accounts receivable...................... (60,785) (91,298) (194,214)
Inventories.............................. (34,267) (72,010) (142,866)
Prepaid expenses and other assets........ 70 (1,257) (6,613)
Accounts payable......................... 54,644 59,080 166,296
Accrued liabilities...................... 3,292 2,592 (4,124)
Income taxes payable..................... 6,785 629 208
-------- --------- ---------
Net cash provided by (used for)
operating activities.................. 1,355 (58,608) (125,408)
-------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment........... (5,938) (9,969) (24,576)
Proceeds from sale of property and equipment. 1,004
Investments in unconsolidated affiliates..... (844)
Acquisitions, net of cash acquired........... (685)
Cash acquired in connection with acquisition
of subsidiary............................... 15
-------- --------- ---------
Net cash (used for) investing activi-
ties.................................. (5,938) (9,954) (25,101)
-------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under foreign bank facilities..... 7,197 12,790 10,237
Net (repayments) borrowings under new or ex-
isting revolving lines of credit............ (3,162) 29,500 70,067
Repayment of prior revolving lines of credit. (128,394)
Borrowings under senior notes................ 100,000
Proceeds from sale of accounts receivable.... 75,000
Net proceeds from sale of common stock....... 55,740
Proceeds from issuance of common stock....... 206 679 1,459
Payments received from notes due from sale of
stock....................................... 581
-------- --------- ---------
Net cash provided by financing activi-
ties.................................. 4,241 70,896 156,763
-------- --------- ---------
EFFECT OF EXCHANGE RATE CHANGES ON CASH........ 74 (2,742) (6,373)
-------- --------- ---------
NET DECREASE IN CASH AND CASH EQUIVALENTS...... (268) (408) (119)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD. 809 541 133
-------- --------- ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD....... $ 541 $ 133 $ 14
======== ========= =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMA-
TION--
Cash paid (received) during the year for:
Interest................................... $ 15,125 $ 10,582 $ 20,741
Income taxes............................... (927) 14,811 20,924

SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING ACTIVITY--On April 1, 1992, the
Company purchased a 50% interest in a Mexican distribution company. The Company
paid cash in exchange for newly issued stock. In 1993, the Company paid
$214,000 and accrued $786,000 to reflect its minimum liability for the
acquisition of an additional 10% interest in the Mexican distributor.
(See Note 9).

</TABLE>

See accompanying notes to consolidated financial statements

F-6
<PAGE>

MERISEL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 1991, 1992 AND 1993

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

General--Merisel, Inc. ("Merisel" or the "Company") is a worldwide
distributor of microcomputer hardware and software. The consolidated financial
statements include the accounts of Merisel and its consolidated subsidiaries.
All significant intercompany balances and transactions have been eliminated in
consolidation.

Revenue Recognition, Returns and Sales Incentives--The Company recognizes
revenue from hardware and software sales as products are shipped. The Company,
subject to certain limitations, permits its customers to exchange products or
receive credits against future purchases. The Company offers its customers
several sales incentive programs which, among others, include funds available
for cooperative promotion of product sales. Customers earn credit under such
programs based upon volume of purchases. The cost of these programs is
partially subsidized by marketing allowances provided by the Company's
manufacturers. The allowance for sales returns and costs of customer incentive
programs is accrued concurrently with the recognition of revenue.

Cash Equivalents--The Company considers all highly liquid investments
purchased with initial maturities of three months or less to be cash
equivalents.

Inventories--Inventories are valued at the lower of cost or market; cost is
determined on the average cost method.

Property and Depreciation--Property and equipment are stated at cost less
accumulated depreciation. Depreciation is provided on the straight-line method
over the estimated useful lives of the assets, generally three to seven years.
Leasehold improvements are amortized over the shorter of the life of the lease
or the improvement.

Cost in Excess of Net Assets Acquired--Cost in excess of net assets acquired
results principally from the acquisition in 1990 of Microamerica, Inc. and is
being amortized over a period of forty years using the straight-line method.
Accumulated amortization was $2,533,000 and $3,468,000 at December 31, 1992 and
1993, respectively.

Income Taxes--Deferred income taxes represent the amounts which will be paid
or received in future periods based on the tax rates that are expected to be in
effect when the temporary differences are scheduled to reverse.

The Company intends to invest the undistributed earnings of its foreign
subsidiaries indefinitely. At December 31, 1992 and 1993, the cumulative amount
of undistributed earnings on which the Company has not recognized United States
income taxes was approximately $11 million and $15 million, respectively.
However, it is anticipated that United States income taxes on such amounts
would be substantially offset by available foreign income tax credits.

The Company adopted Financial Accounting Standards Board Statement No. 109,
"Accounting for Income Taxes," effective January 1, 1992. The adoption of this
statement had no material effect on the Company's financial statements.

Disclosures about the Fair Values of Financial Instruments--The fair values
of financial instruments, other than long-term debt, closely approximate their
carrying value. The estimated fair value of long-term

F-7
<PAGE>

MERISEL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

debt including current maturities, based on reference to quoted market prices,
exceeded the carrying value by approximately $6,000,000 and $8,700,000 as of
December 31, 1992 and 1993, respectively.

Foreign Currency Translation--Assets and liabilities of foreign subsidiaries
are translated into United States dollars at the exchange rate in effect at the
close of the period. Revenues and expenses of these subsidiaries are translated
at the average exchange rate during the period. The aggregate effect of
translating the financial statements of foreign subsidiaries is included in a
separate component of stockholders' equity entitled Cumulative Translation
Adjustment. In the normal course of business, the Company advances funds to
certain of its foreign subsidiaries, which are not expected to be repaid in the
foreseeable future. Translation adjustments resulting from these advances are
included in Cumulative Translation Adjustment. In an attempt to minimize
foreign exchange transaction gains and losses, forward contracts are used to
hedge short-term advances to foreign subsidiaries and inventory purchases.
Gains and losses on the transactions being hedged are offset by the gains or
losses on these contracts. At December 31, 1993, the Company had approximately
$85 million of short-term forward contracts outstanding. In 1991, 1992 and
1993, there were net foreign currency gains of $70,000, $843,000 and $283,000,
respectively.

Net Income per Share--Net income per share is computed by dividing net income
by the weighted average number of shares of common stock and common stock
equivalents (common stock options) outstanding during the related period,
unless such inclusion is antidilutive. The weighted average number of shares
includes shares issuable upon the assumed exercise of stock options less the
number of shares assumed purchased with the proceeds available from such
exercise.

Fiscal Periods--The Company's fiscal year is the 52- or 53-week period ending
on the Saturday nearest to December 31 and its fiscal quarters are the 13- or
14-week periods ending on the Saturday nearest toMarch 31, June 30, September
30, and December 31. For clarity of presentation, the Company has described
year-ends presented as if the years ended on December 31 and quarter-ends
presented as if the quarters ended on March 31, June 30, September 30, and
December 31. The 1991 and 1993 fiscal years were 52 weeks, while the 1992
fiscal year was 53 weeks in duration. All quarters were 13 weeks except for the
quarter ended December 31, 1992 which was 14 weeks in duration.

2. SALE OF ACCOUNTS RECEIVABLE

In September 1993, the Company entered into a trade accounts receivable
securitization agreement with a securitization company, pursuant to which the
securitization company may purchase on an ongoing basis for a one year period
up to $75 million of an undivided interest in designated accounts receivable.
At December 31, 1993, $75 million of net accounts receivable were sold under
this agreement. Fees of $685,000 incurred in connection with the sale of these
receivables were included in Other Expense in 1993.

F-8
<PAGE>

MERISEL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

3. PROPERTY AND EQUIPMENT

Property and equipment consisted of the following (in thousands):

<TABLE>
<CAPTION>
DECEMBER 31,
------------------
1992 1993
-------- --------
<S> <C> <C>
Land and building........................................ $ 478 $ 390
Equipment................................................ 28,731 37,988
Furniture and fixtures................................... 5,749 7,886
Leasehold improvements................................... 9,991 11,514
Construction in progress................................. 2,265 10,687
-------- --------
Total.................................................... 47,214 68,465
Less accumulated depreciation and amortization........... (22,357) (28,607)
-------- --------
Property and equipment, net.............................. $ 24,857 $ 39,858
======== ========
</TABLE>

4. INCOME TAXES

The components of income before income taxes consisted of the following (in
thousands):

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
--------------------------------
1991 1992 1993
---------- ---------- ----------
<S> <C> <C> <C>
Domestic.................................... $ 20,723 $ 31,208 $ 46,080
Foreign..................................... 755 3,269 4,772
---------- ---------- ----------
Total....................................... $ 21,478 $ 34,477 $ 50,852
========== ========== ==========
</TABLE>

The provision for income taxes consisted of the following (in thousands):

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
----------------------------------
1991 1992 1993
---------- ---------- ----------
<S> <C> <C> <C>
Current:
Federal................................ $ 8,772 $ 10,046 $ 15,552
State.................................. 2,137 2,596 3,994
Foreign................................ 925 2,341 3,318
---------- ---------- ----------
Total current.......................... 11,834 14,983 22,864
---------- ---------- ----------
Deferred:
Domestic............................... (1,944) (744) (2,636)
Foreign................................ 762 573 185
---------- ---------- ----------
Total deferred......................... (1,182) (171) (2,451)
---------- ---------- ----------
Total provision........................ $ 10,652 $ 14,812 $ 20,413
========== ========== ==========
</TABLE>

F-9
<PAGE>

MERISEL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

Deferred tax liabilities and assets were comprised of the following:

<TABLE>
<CAPTION>
DECEMBER 31,
---------------
1992 1993
------ -------
<S> <C> <C>
Deferred tax liabilities
State taxes.............................................. $ 138 $ 203
Depreciation............................................. 1,468 3,343
------ -------
Total.................................................. $1,606 $ 3,546
====== =======
Deferred tax assets
Net operating loss of foreign subsidiaries............... $5,200 $ 3,200
Expense accruals......................................... 5,104 8,642
Other, net............................................... 1,206 2,059
------ -------
11,510 13,901
Valuation allowances..................................... (5,200) (3,200)
------ -------
Total.................................................. $6,310 $10,701
====== =======
</TABLE>

The major elements contributing to the difference between the federal
statutory tax rate and the effective tax rate are as follows:

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
----------------------------------
1991 1992 1993
---------- ---------- ----------
<S> <C> <C> <C>
Statutory rate.......................... 34.0% 34.0% 35.0%
Foreign income subject to tax at other
than statutory rate.................... 1.1 1.2 1.0
Utilization of net operating losses of
foreign subsidiary..................... (3.3)
State income taxes, less effect of fed-
eral deduction......................... 6.0 4.6 4.1
Foreign losses without tax benefits..... 5.5 3.7 2.6
Goodwill amortization................... 1.4 0.7 0.5
Other................................... 1.6 (1.2) 0.2
---- ---- ----
Effective tax rate...................... 49.6% 43.0% 40.1%
==== ==== ====
</TABLE>

5. DEBT

At December 31, 1993, the Company had unsecured senior borrowing commitments
of $250 million, which consisted of $100 million of 8.58% senior notes
("Senior Notes"), and a $150 million revolving credit agreement ("Revolver").
The Senior Notes are due on June 30, 1997, and the Revolver is due on May 31,
1997.

At December 31, 1993, there was $100 million outstanding under the Senior
Notes, and $86.5 million outstanding under the Revolver. In addition, the
Company had $5 million in outstanding letters of credit under its Revolver.
Advances under the Revolver bear interest at specific rates based upon market
reference rates and the Company's performance relative to specific levels of
debt to total capitalization. The combined average interest rate at December
31, 1993 was approximately 4.7%. The Company is also required to pay a
commitment fee on the unused available funds on the Revolver.

The Senior Notes and Revolver agreements both contain various covenants,
including those which prohibit the payment of cash dividends, require a
minimum amount of tangible net worth and place limitations on the acquisition
of assets. The agreements also require the Company to maintain certain
specified financial ratios, including interest coverage, total debt to total
capitalization and inventory turnover.

At December 31, 1993, approximately $102 million of outstanding debt was
advanced to foreign subsidiaries. In addition, the Company and its
subsidiaries have various unsecured lines of credit denominated

F-10
<PAGE>

MERISEL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

in their local currencies under which they may borrow an aggregate of $81
million. The Company had borrowings under the lines of credit of $27.6 million
and $50.9 million outstanding at December 31, 1992 and 1993, respectively.

6. LONG-TERM SUBORDINATED DEBT

On March 30, 1990, the Company sold an aggregate of $22,000,000 of privately
placed subordinated notes. The notes provide for interest at the rate of 11.28%
per annum and are repayable in five equal annual installments beginning March
1996. The subordinated debt agreement contains certain restrictive covenants,
including those that limit the Company's ability to incur debt, acquire the
stock of or merge with other corporations, or sell certain assets and prohibits
the payment of dividends. The subordinated debt agreement also requires the
Company to maintain specified financial ratios similar in nature, but generally
less restrictive, than those described in Note 5.

7. COMMITMENTS AND CONTINGENCIES

The Company leases its facilities and certain equipment under noncancelable
operating leases. Future minimum rental payments, under leases that have
initial or remaining noncancelable lease terms in excess of one year are
$12,333,000 in 1994, $9,409,000 in 1995, $8,707,000 in 1996, $7,712,000 in
1997, $7,420,000 in 1998 and $22,402,000 thereafter. Certain of the leases
contain inflation escalation clauses and requirements for the payment of
property taxes, insurance, and maintenance expenses. Rent expense for 1991,
1992 and 1993 was $8,889,000, $11,007,000, and $12,617,000, respectively.

The Company is involved in certain legal proceedings arising in the ordinary
course of business, none of which is expected to have a material impact on the
Company's financial statements.

8. EMPLOYEE STOCK OPTIONS AND BENEFIT PLANS

Under the Company's stock option plans, incentive stock options may be
granted to employees and nonqualified options may be granted to employees,
directors, and consultants. The plans authorized the issuance of an aggregate
of 4,616,200 shares upon exercise of options granted thereunder. The optionees,
option prices, vesting provisions, dates of grant and number of shares granted
under the plans are determined primarily by the Board of Directors, though
incentive stock options must be granted at prices which are no less than the
fair market value of the Company's common stock at the date of grant. Options
granted under the plans expire ten years from the date of grant. The following
summarizes activity in the plans for the three years ended December 31, 1993:

<TABLE>
<CAPTION>
OPTION EXERCISES PRICE
NUMBER --------------------------
OF OPTIONS PER SHARE TOTAL
---------- -------------- -----------
<S> <C> <C> <C>
Outstanding, December 31, 1990....... 1,734,790 $ 1.11--$ 8.41 $ 9,157,000
Granted.............................. 1,048,830 3.00 3,147,000
Exercised............................ (58,110) 1.11-- 3.00 (123,000)
Canceled............................. (1,285,080) 2.20-- 8.41 (7,924,000)
---------- -----------
Outstanding, December 31, 1991....... 1,440,430 1.11-- 8.41 4,257,000
Granted.............................. 741,500 11.38 8,434,000
Exercised............................ (239,580) 1.11-- 6.25 (685,000)
Canceled............................. (78,810) 3.00-- 6.25 (446,000)
---------- -----------
Outstanding, December 31, 1992....... 1,863,540 1.11-- 11.38 11,560,000
Granted.............................. 327,000 11.75-- 11.88 3,883,000
Exercised............................ (307,100) 1.11-- 11.38 (1,051,000)
Canceled............................. (27,300) 3.00-- 11.38 (266,000)
---------- -----------
Outstanding, December 31, 1993....... 1,856,140 2.20-- 11.88 $14,126,000
========== ===========
</TABLE>

F-11
<PAGE>

MERISEL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

A total of 1,032,000 and 1,089,500 options were exercisable under the stock
option plans at December 31, 1992 and 1993, respectively.

During 1987, the Company's Board of Directors authorized the issuance of
350,000 nonqualified stock options to an officer of the Company for the
purchase of common stock at an exercise price of $.01 per share. The options
vested over five years from the date of grant and are exercisable for a period
of up to ten years. The difference between the fair market value of the common
stock underlying the nonqualified stock options as of the date of grant and
the exercise price, an aggregate of $1,484,000, was amortized as compensation
expense over the five-year vesting period. Compensation expense related to
these stock options was $148,000 and $124,000 in 1991 and 1992, respectively.
As of December 31, 1993, 150,000 options remained outstanding.

The Company offers a 401(k) savings plan under which all employees who are
21 years of age with at least one month of service are eligible to
participate. The plan permits eligible employees to make contributions up to
certain limitations, with the Company matching certain of those contributions.
The Company's contributions vest 25% per year. The Company contributed
$285,000, $378,000 and $443,000 to the plan during the years ended December
31, 1991, 1992 and 1993, respectively.

9. ACQUISITIONS

Effective April 1, 1992, the Company purchased a fifty percent interest in a
computer products distribution company in Mexico. Merisel paid cash, which was
retained by the Mexican distributor in exchange for newly issued common stock.
In 1993, the Company paid $214,000 and accrued $786,000 to reflect its minimum
liability for the acquisition of an additional 10% interest in the Mexican
distributor. The Company will purchase the remaining forty percent interest
over the next two years at a price to be determined based upon the
distributor's operating results during that period, subject to a minimum price
of $4 million. Pro forma income statement information related to this
acquisition has not been provided as the financial statement impact is not
significant.

10. SUBSEQUENT EVENT

On January 31, 1994, the Company, through its wholly-owned subsidiary,
Merisel FAB, Inc. ("Merisel FAB"), acquired certain assets of the United
States Franchise and Distribution Division of ComputerLand Corporation. The
Company paid approximately $80 million in cash at closing for the acquired
assets. In addition, the Company has agreed to make an additional payment in
1996 of up to $30 million. This payment will be based upon the growth of the
Company's sales of products of designated vendors to specified customers over
the two-year period ending January 31, 1996. Merisel FAB has also entered into
a Distribution and Services Agreement with ComputerLand Corporation whereby
ComputerLand Corporation will provide products and distribution and other
support services to Merisel FAB for two years following the acquisition.

11. SEGMENT INFORMATION

The Company's operations involve a single industry segment--the wholesale
distribution of micro-computer hardware and software products. The geographic
areas in which the Company operates are the

F-12
<PAGE>

MERISEL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

United States, Canada, Europe (United Kingdom, France, Germany, Switzerland,
and Austria), and Other International (Latin America and Australia in 1991, and
Latin America, Australia and Mexico in 1992 and 1993). Net sales, operating
income (before interest, other nonoperating expenses and income taxes) and
identifiable assets by geographical area were as follows (in thousands):

<TABLE>
<CAPTION>
UNITED OTHER CON-
STATES CANADA EUROPE INTERNATIONAL ELIMINATIONS SOLIDATED
---------- -------- -------- -------------- ------------ ----------
<S> <C> <C> <C> <C> <C> <C>
1991:
Net sales:
Unaffiliated customers. $1,045,161 $257,718 $211,215 $ 71,352 $1,585,446
Transfers between
geographical areas.... 36,142 28 $(36,170)
---------- -------- -------- -------- -------- ----------
Total.................. $1,081,303 $257,718 $211,215 $ 71,380 $(36,170) $1,585,446
========== ======== ======== ======== ======== ==========
Operating income
(loss)................ $ 34,430 $ 3,091 $ 1,416 $ (664) $ 38,273
========== ======== ======== ======== ==========
Identifiable assets.... $ 333,964 $ 87,810 $ 81,218 $ 24,782 $(19,188) $ 508,586
========== ======== ======== ======== ======== ==========
1992:
Net sales:
Unaffiliated customers. $1,475,222 $302,512 $324,180 $136,801 $2,238,715
Transfers between
geographical areas.... 39,047 502 $(39,549)
---------- -------- -------- -------- -------- ----------
Total.................. $1,514,269 $302,512 $324,180 $137,303 $(39,549) $2,238,715
========== ======== ======== ======== ======== ==========
Operating income
(loss)................ $ 45,151 $ 5,489 $ (664) $ 1,542 $ 51,518
========== ======== ======== ======== ==========
Identifiable assets.... $ 414,161 $100,592 $126,953 $ 50,917 $(25,310) $ 667,313
========== ======== ======== ======== ======== ==========
1993:
Net sales:
Unaffiliated customers. $1,951,411 $395,375 $531,938 $207,127 $3,085,851
Transfers between
geographical areas.... 40,193 113 $(40,306)
---------- -------- -------- -------- -------- ----------
Total.................. $1,991,604 $395,375 $531,938 $207,240 $(40,306) $3,085,851
========== ======== ======== ======== ======== ==========
Operating income....... $ 59,945 $ 7,421 $ 372 $ 3,646 $ 71,384
========== ======== ======== ======== ==========
Identifiable assets.... $ 588,711 $123,844 $192,097 $ 68,951 $(37,320) $ 936,283
========== ======== ======== ======== ======== ==========
</TABLE>

12. QUARTERLY FINANCIAL DATA (UNAUDITED)

Selected financial information for the quarterly periods for the fiscal years
ended 1992 and 1993 is presented below (in thousands, except per share
amounts):

<TABLE>
<CAPTION>
1992
------------------------------------------
MARCH 31 JUNE 30 SEPTEMBER 30 DECEMBER 31
-------- -------- ------------ -----------
<S> <C> <C> <C> <C>
Net sales......................... $487,103 $512,735 $554,250 $684,627
Gross profit...................... 46,442 47,920 47,749 60,312
Net income........................ 4,140 4,442 3,535 7,548
Net income per share.............. 0.16 0.15 0.12 0.25
<CAPTION>
1993
------------------------------------------
MARCH 31 JUNE 30 SEPTEMBER 30 DECEMBER 31
-------- -------- ------------ -----------
<S> <C> <C> <C> <C>
Net sales......................... $692,458 $713,422 $731,442 $948,529
Gross profit...................... 59,423 59,132 61,556 78,425
Net income........................ 6,353 6,072 6,108 11,906
Net income per share.............. 0.21 0.20 0.20 0.39
</TABLE>

F-13
<PAGE>

[LOGO OF MERISEL, INC.]

<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the various expenses and costs (other than
underwriting discounts and commissions) expected to be incurred in connection
with the sale and distribution of the securities being registered. All of the
amounts shown are estimated except the registration fee of the Commission, the
NASD fee and the listing fee of the Nasdaq National Market.

<TABLE>
<CAPTION>
AMOUNT PAID AMOUNT PAID
BY THE BY THE SELLING
ITEM COMPANY SHAREHOLDERS
---- ----------- --------------
<S> <C> <C>
SEC registration fee.............................. $ 40,261 $4,500
NASD fee.......................................... 12,174 1,307
Nasdaq listing fee................................ 17,500 --
Printing and engraving expenses................... 135,000 --
Fees of transfer agent............................ 5,000 --
Accounting fees and expenses...................... 100,000 --
Legal fees and expenses........................... 200,000 --
Blue sky fees and expenses........................ 5,000 --
Miscellaneous..................................... 5,065 --
-------- ------
Total........................................... $520,000 $5,807
======== ======
</TABLE>

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Company has adopted provisions in its Restated Certificate of
Incorporation (the "Certificate") that limit the liability of its directors. As
permitted by the Delaware General Corporation Law (the "Delaware Law"), the
Certificate provides that directors shall not be personally liable for breach
of fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Company or its shareholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware Law
(governing unlawful payments of dividends and unlawful stock purchases and
redemptions), as the same exists or hereafter may be amended or (iv) for any
transaction from which the director derived an improper benefit.

The Company's Bylaws and Certificate further provide that the Company may
indemnify and hold harmless its directors and officers to the fullest extent
authorized by the Delaware Law, which provides a detailed statutory framework
covering indemnification of directors and officers against liabilities and
expenses arising out of legal proceedings brought against them by reason of
their status or service as directors or officers.

Section 145 of the Delaware Law provides that a director or officer of a
corporation (i) shall be indemnified by the corporation for expenses in defense
of any action or proceeding if the director or officer is sued by reason of his
service to the corporation, to the extent that such person has been successful
in defense of such action or proceeding, or in defense of any claim, issue or
matter raised in such litigation, (ii) may, in actions other than actions by or
in the right of the corporation (such as derivative actions), be indemnified
for expenses, judgments, fines, amounts paid in settlement of such litigation
and other amounts, even if he is not successful on the merits, if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation (and in the case of a criminal
proceeding, if he did not have reasonable cause to believe his conduct was
unlawful) and (iii) may be indemnified by the corporation for expenses (but not
judgments or settlements) of any action by the corporation or of a derivative
action (such as a suit by a stockholder alleging a breach by the director or
officer of a duty owed to the corporation), even if he is not successful on the
merits, provided that he acted in good faith and in a manner reasonably
believed to be in or not opposed to the best interests of the corporation,
provided that no indemnification is permitted without court approval if the
director was adjudged liable to the corporation.

II-1
<PAGE>

The permissive indemnification described in clauses (ii) and (iii) of the
previous paragraph may be made only upon a determination by (a) a majority of a
quorum of disinterested directors, (b) the shareholders or (c) under certain
circumstances, by independent legal counsel in a written opinion that
indemnification is proper in the circumstances because the applicable standard
of conduct has been met. The Board of Directors may authorize the advancement
of litigation expenses to a director or officer upon receipt of an undertaking
by such director or officer to repay such expenses if it is ultimately
determined that such director or officer is not entitled to indemnification.

The Company has entered into indemnity agreements (the "Indemnity
Agreements") with each director of the Company, including directors who are
also officers and employees of the Company. The Indemnity Agreements contain
provisions which are in some respects broader than the specific indemnification
provisions contained in the Delaware Law. The Indemnity Agreements constitute
binding agreements of the Company and will prevent the Company from modifying
its indemnification policy in any way which is adverse to any person (an
"Indemnified Party") who is a party to and required to be indemnified pursuant
to an Indemnity Agreement.

The Indemnity Agreements also alter or clarify the statutory indemnity in a
number of ways, including the following: (i) indemnification is required in
most circumstances unless the Indemnified Party's actions are adjudged to be in
bad faith, knowingly fraudulent or deliberately dishonest; (ii) indemnification
is explicitly provided for settlements and costs of investigation and appeal in
derivative actions; (iii) the Company must advance the expenses incurred in
defending, investigating or appealing any proceeding to which the Indemnified
Party is a party as a result of service to the Company, but the Indemnified
Party must repay such expenses if it is ultimately determined that such person
is not entitled to indemnification; (iv) the Company must provide
indemnification unless it is determined promptly by a majority of disinterested
directors, by independent legal counsel or a panel of arbitrators that the
person is not entitled to indemnification; (v) partial indemnification is
permitted in the event that the Indemnified Party is not entitled to full
indemnification; and (vi) if the determining body finds indemnification
inappropriate, the Indemnified Party may petition a court for an independent
determination. Neither the failure by the directors, counsel or arbitrators to
make such a determination, or an actual determination by any of them that the
Indemnified Party failed to meet the applicable standard of conduct, will be a
defense to such action or create a presumption that the Indemnified Party did
not meet the applicable standard of conduct. The indemnity also covers action
by a director, officer or key employee as a director, officer or agent of an
employee benefit plan or other corporation, partnership, joint venture or other
enterprise when such person is serving in such capacities at the request of the
Company. The enforceability of certain provisions of the Indemnity Agreement
has not been tested in court and remains subject to considerations of state law
and public policy.

ITEM 16. EXHIBITS.

<TABLE>
<C> <S>
1.1 Form of Underwriting Agreement.
5.1 Opinion of Riordan & McKinzie.+
8.1 Opinion of Riordan & McKinzie.
23.1 Consent of Deloitte & Touche.
23.2 Consent of Ernst & Young.
23.3 Consent of Riordan & McKinzie.+
24.1 Power of Attorney.+
</TABLE>
- --------

+Previously filed as an exhibit to this Registration Statement.

ITEM 17. UNDERTAKINGS.

The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

II-2
<PAGE>

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer, or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of
a registration statement in reliance upon Rule 430A and contained in the
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of the
registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

II-3
<PAGE>

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS
ALL OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS
AMENDMENT NO. 1 TO REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED IN THE CITY OF EL SEGUNDO, STATE OF
CALIFORNIA, ON THE 3RD DAY OF MAY 1994.

Merisel, Inc.

/s/ James L. Brill
By___________________________________
JAMES L. BRILL SENIOR VICE
PRESIDENT-FINANCE, CHIEF FINANCIAL
OFFICER AND SECRETARY

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.

SIGNATURE TITLE DATE

Co-Chairman of the
* Board of Directors, May 3, 1994
- ------------------------------------- President and Chief
MICHAEL D. PICKETT Executive Officer
(Principal
Executive Officer)

Co-Chairman of the
* Board of Directors, May 3, 1994
- ------------------------------------- and Senior Vice
ROBERT S. LEFF President-Business
Development

Vice Chairman of the
* Board of Directors May 3, 1994
- -------------------------------------
DAVID S. WAGMAN

/s/ James L. Brill Senior Vice
- ------------------------------------- President-Finance, May 3, 1994
JAMES L. BRILL Chief Financial
Officer, Secretary
and Director
(Principal
Financial Officer)

* Corporate Controller May 3, 1994
- ------------------------------------- (Principal
Accounting Officer)
GARY A. SCHULTZ

* Director May 3, 1994
- -------------------------------------

JOSEPH ABRAMS

* Director May 3, 1994
- -------------------------------------

DAVID L. HOUSE

II-4
<PAGE>

SIGNATURE TITLE DATE

Director
* May 3, 1994
- -------------------------------------
DR. ARNOLD MILLER

Director
* May 3, 1994
- -------------------------------------
LAWRENCE J. SCHOENBERG

Director
* May 3, 1994
- -------------------------------------
DWIGHT A. STEFFENSEN

- --------

*By: /s/ James L. Brill
- -------------------------------------

JAMES L. BRILL

Attorney-in-Fact

II-5

<PAGE>
EXHIBIT 1.1

5,250,000 Shares

MERISEL, INC.

COMMON STOCK ($.01 PAR VALUE)

UNDERWRITING AGREEMENT

___________ 1994
<PAGE>

______________ 1994

Morgan Stanley & Co.
Incorporated
Lehman Brothers Inc.
The Robinson-Humphrey Company, Inc.
c/o Morgan Stanley & Co.
Incorporated
1251 Avenue of the Americas
New York, New York 10020

Morgan Stanley & Co. International Limited
Lehman Brothers International (Europe)
The Robinson-Humphrey Company, Inc.
c/o Morgan Stanley & Co. International Limited
Colegrave House
70 Berners Street
London WlP 3AE
England

Dear Sirs:

Merisel, Inc., a Delaware corporation (the "Company"), proposes to
issue and sell to the several Underwriters (as defined below), and certain
shareholders of the Company named in Schedule I-A hereto (the "Firm Selling
Shareholders") severally propose to sell to the several Underwriters, an
aggregate of 5,250,000 shares of the Common Stock, $0.01 Par Value, of the
Company (the "Firm Shares"), of which 5,000,000 shares are to be issued and sold
by the Company and 250,000 shares are to be sold by the Firm Selling
Shareholders, each Firm Selling Shareholder selling the amount set forth
opposite such Firm Selling Shareholder's name in Schedule I-A hereto.

It is understood that, subject to the conditions hereinafter stated,
4,200,000 Firm Shares (the "U.S. Firm Shares") will be sold to the several U.S.
Underwriters named in Schedule II hereto (the "U.S. Underwriters") in connection
with the offering and sale of such U.S. Firm Shares in the United States and
Canada to United States and Canadian Persons (as such terms are defined in the
Agreement Between U.S. and International Underwriters of even date herewith),
and 1,050,000 Firm Shares (the "International Shares") will be sold to the
several International Underwriters named in Schedule III hereto (the
"International Underwriters") in connection with the offering and sale of such
International Shares outside the United States and Canada to persons other than
United States and Canadian Persons. Morgan Stanley & Co. Incorporated, Lehman
Brothers Inc. and The Robinson-Humphrey Company, Inc. shall act as
representatives (the

<PAGE>

"U.S. Representatives") of the several U.S. Underwriters, and Morgan Stanley &
Co. International Limited, Lehman Brothers International (Europe) and The
Robinson-Humphrey Company, Inc. shall act as representatives (the "International
Representatives") of the several International Underwriters. The U.S.
Underwriters and the International Underwriters are hereinafter collectively
referred to as the Underwriters.

The Company and certain of the shareholders of the Company named in
Schedule I-B hereto (the "Option Selling Shareholders" and with the Firm Selling
Shareholders, referred to collectively herein as the "Selling Shareholders")
also propose to issue and sell to the several U.S. Underwriters not more than an
additional aggregate of 787,500 shares of the Common Stock, $0.01 Par Value, of
the Company (the "Additional Shares"), of which 429,904 shares are to be issued
and sold by the Company and 357,596 shares are to be sold by the Option Selling
Shareholders, each Option Selling Shareholder selling the amount set forth
opposite such Option Selling Shareholder's name in Schedule I-B hereto, if and
to the extent that the U.S. Representatives shall have determined to exercise,
on behalf of the U.S. Underwriters, the right to purchase such shares of common
stock granted to the U.S. Underwriters in Article II hereof. 232,596 of the
Additional Shares to be sold by the Option Selling Shareholders will be shares
of Common Stock issuable upon exercise of certain employee stock options granted
to certain of the Option Selling Shareholders by the Company (the "Employee
Stock Options"). The Firm Shares and the Additional Shares are hereinafter
collectively referred to as the Shares. The shares of Common Stock, $0.01 Par
Value, of the Company to be outstanding after giving effect to the sales
contemplated hereby are hereinafter referred to as the Common Stock. The
Company and the Selling Shareholders are hereinafter sometimes collectively
referred to as the Sellers.

The Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement relating to the Shares. The registration
statement contains two prospectuses to be used in connection with the offering
and sale of the Shares: the U.S. prospectus, to be used in connection with the
offering and sale of Shares in the United States and Canada to United States and
Canadian Persons, and the international prospectus, to be used in connection
with the offering and sale of Shares outside the United States and Canada to
persons other than United States and Canadian Persons. The international
prospectus is identical to the U.S. prospectus except for the outside front
cover page. The registration statement as amended at the time it becomes
effective, including the information (if any) deemed to be part of the
registration statement at the time of effectiveness pursuant to Rule 430A under
the Securities Act of 1933, as amended (the "Securities Act"), is hereinafter
referred to as the Registration Statement; the U.S. prospectus and the
international prospectus in the

2
<PAGE>

respective forms first used to confirm sales of Shares are hereinafter
collectively referred to as the Prospectus.

The Company represents and warrants to each of the Underwriters that:

(a) The Registration Statement has become effective; no stop order
suspending the effectiveness of the Registration Statement is in effect,
and no proceedings for such purpose are pending before or threatened by the
Commission.

(b) (i) Each part of the Registration Statement, when such part
became effective, did not contain and each such part, as amended or
supplemented, if applicable, will not contain any untrue statement of a
material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading, (ii)
the Registration Statement and the Prospectus comply and, as amended or
supplemented, if applicable, will comply in all material respects with the
Securities Act and the applicable rules and regulations of the Commission
thereunder and (iii) the Prospectus does not contain and, as amended or
supplemented, if applicable, will not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, except that the representations and warranties set
forth in this paragraph 1(b) do not apply to statements or omissions in the
Registration Statement or the Prospectus based upon information relating to
(A) any Underwriter furnished to the Company in writing by such Underwriter
through you expressly for use therein or (B) a Selling Shareholder
furnished to the Company in writing by such Selling Shareholder expressly
for use therein.

(c) The Company has been duly incorporated, is validly existing as a
corporation in good standing under the laws of the jurisdiction of its
incorporation, has the corporate power and authority to own its property
and to conduct its business as described in the Prospectus and is duly
qualified to transact business and is in good standing in each jurisdiction
in which the conduct of its business or its ownership or leasing of
property requires such qualification, except to the extent that the failure
to be so qualified or be in good standing would not have a material adverse
effect on the Company and its subsidiaries, taken as a whole.

(d) Each subsidiary of the Company has been duly incorporated, is
validly existing as a corporation in good

3
<PAGE>

standing under the laws of the jurisdiction of its incorporation, has the
corporate power and authority to own its property and to conduct its
business as described in the Prospectus and is duly qualified to transact
business and is in good standing in each jurisdiction in which the conduct
of its business or its ownership or leasing of property requires such
qualification, except to the extent that the failure to be so qualified or
be in good standing would not have a material adverse effect on the Company
and its subsidiaries, taken as a whole.

(e) The authorized capital stock of the Company conforms as to legal
matters to the description thereof contained in the Prospectus.

(f) The shares of Common Stock (including the Shares to be sold by the
Selling Shareholders) outstanding prior to the issuance of the Shares to be
sold by the Company have been duly authorized and are validly issued, fully
paid and non-assessable. The Employee Stock Options have been duly
authorized, executed and delivered by the Company and are valid and binding
obligations of the Company enforceable against the Company in accordance
with their terms, except as limited by bankruptcy, insolvency, moratorium,
reorganization or other laws or equitable principles affecting creditors
rights generally.

(g) The Shares to be sold by the Company have been duly authorized
and, when issued and delivered in accordance with the terms of this
Agreement, will be validly issued, fully paid and non-assessable, and the
issuance of such Shares will not be subject to any preemptive or similar
rights. Upon payment of the option exercise price specified in the
Employee Stock Options, the Shares to be issued to certain of the Option
Selling Shareholders and sold by such Option Selling Shareholders in
accordance with the terms of this Agreement will be validly issued, fully
paid and non-assessable, and the issuance of such Shares will not be
subject to any preemptive or similar rights.

(h) This Agreement has been duly authorized, executed and delivered by
the Company.

(i) The execution and delivery by the Company of this Agreement, and
the performance by the Company of its obligations under this Agreement and
the Employee Stock Options, will not contravene any provision of applicable
law or the certificate of incorporation or by-laws of the Company or any
agreement or other instrument binding upon the Company or any of its
subsidiaries that is material to the Company and its subsidiaries, taken as
a whole, or any judgment, order or decree of any governmental body, agency
or court having jurisdiction over the Company or any

4
<PAGE>

subsidiary, and no consent, approval, authorization or order of or
qualification with any governmental body or agency is required for the
performance by the Company of its obligations under this Agreement, except
registration under the Securities Act, which has occurred, and such as may
be required by the securities or Blue Sky laws of the various states in
connection with the offer and sale of the Shares.

(j) There has not occurred any material adverse change, or any
development involving a prospective material adverse change, in the
condition, financial or otherwise, or in the earnings, business or
operations of the Company and its subsidiaries, taken as a whole, from that
set forth in the Prospectus.

(k) There are no legal or governmental proceedings pending or
threatened to which the Company or any of its subsidiaries is a party or to
which any of the properties of the Company or any of its subsidiaries is
subject that are required to be described in the Registration Statement or
the Prospectus and are not so described or any statutes, regulations,
contracts or other documents that are required to be described in the
Registration Statement or the Prospectus or to be filed as exhibits to the
Registration Statement that are not described or filed as required.

(l) Each of the Company and its subsidiaries has all necessary
consents, authorizations, approvals, orders, certificates and permits of
and from, and has made all declarations and filings with, all federal,
state, local and other governmental authorities, all self-regulatory
organizations and all courts and other tribunals, to own, lease, license
and use its properties and assets and to conduct its business in the manner
described in the Prospectus, except to the extent that the failure to
obtain or file would not have a material adverse effect on the Company and
its subsidiaries, taken as a whole.

(m) Each preliminary prospectus filed as part of the registration
statement as originally filed or as part of any amendment thereto, or filed
pursuant to Rule 424 under the Securities Act, complied when so filed in
all material respects with the Securities Act and the rules and regulations
of the Commission thereunder.

(n) The Company is not an "investment company" or an entity
"controlled" by an "investment company" as such terms are defined in the
Investment Company Act of 1940, as amended.

(o) The Company and its subsidiaries are (i) in compliance with any
and all applicable foreign, federal, state and local laws and regulations
relating to the

5
<PAGE>

protection of human health and safety, the environment or hazardous or
toxic substances or wastes, pollutants or contaminants ("Environmental
Laws"), (ii) have received all permits, licenses or other approvals
required of them under applicable Environmental Laws to conduct their
respective businesses and (iii) are in compliance with all terms and
conditions of any such permit, license or approval, except where such
noncompliance with Environmental Laws, failure to receive required permits,
licenses or other approvals or failure to comply with the terms and
conditions of such permits, licenses or approvals would not, singly or in
the aggregate, have a material adverse effect on the Company and its
subsidiaries, taken as a whole.

(p) The associated costs and liabilities (including, without
limitation, any capital or operating expenditures required for clean-up,
closure of properties or compliance with Environmental Laws or any permit,
license or approval, any related constraints on operating activities and
any potential liabilities to third parties) of the effect of Environmental
Laws on the business, operations and properties of the Company and its
subsidiaries will not, singly or in the aggregate, have a material adverse
effect on the Company and its subsidiaries, taken as a whole.

II.

Each of the Selling Shareholders represents and warrants to each of
the Underwriters that:

(a) This Agreement has been duly authorized, executed and delivered by
or on behalf of such Selling Shareholder.

(b) The execution and delivery by such Selling Shareholder of, and
the performance by such Selling Shareholder of its obligations under, this
Agreement, the Custody Agreement signed by such Selling Shareholder and
[U.S. Stock Transfer Corp.], as Custodian, relating to the deposit of the
Shares to be sold by such Selling Shareholder and/or Employee Stock Options
of such Selling Shareholder (the "Custody Agreement") and the Power of
Attorney appointing certain individuals as such Selling Shareholder's
attorneys-in-fact to the extent set forth therein, relating to the
transactions contemplated hereby and by the Registration Statement (the
"Power of Attorney") will not contravene any provision of applicable law or
any agreement or other instrument binding upon such Selling Shareholder or
any judgment, order or decree of any governmental body, agency or court
having jurisdiction over such Selling Shareholder, and no consent,
approval, authorization or order of or qualification with any governmental
body or agency is required for the performance by such Selling Shareholder
of

6
<PAGE>

its obligations under this Agreement or the Custody Agreement or Power of
Attorney of such Selling Shareholder, except registration under the
Securities Act, which has occurred, and such as may be required by the
securities or Blue Sky laws of the various states in connection with the
offer and sale of the Shares.

(c) Such Selling Shareholder (if a Firm Selling Shareholder) has, and
on the Closing Date will have, valid marketable title to the Firm Shares to
be sold by such Selling Shareholder. Such Selling Shareholder (if an
Option Selling Shareholder) either has valid marketable title to the
Additional Shares to be sold by such Selling Shareholder or has valid and
unexercised Employee Stock Options deposited pursuant to the Custody
Agreement, upon the exercise of which such Selling Shareholder shall
receive a number of shares of Common Stock at least equal to the number of
Additional Shares to be sold by such Selling Shareholder. On the Option
Closing Date (as defined below), such Selling Shareholder (if an Option
Selling Shareholder) will have valid and marketable title to the Additional
Shares to be sold by such Selling Shareholder.

(d) Such Selling Shareholder has the legal right and power, and all
authorization and approval required by law, to enter into this Agreement,
the Custody Agreement and the Power of Attorney and to sell, transfer and
deliver the Shares to be sold by such Selling Shareholder.

(e) The Custody Agreement and the Power of Attorney have been duly
authorized, executed and delivered by such Selling Shareholder and are
valid and binding agreements of such Selling Shareholder, enforceable
against such Selling Shareholder in accordance with their terms, except as
limited by bankruptcy, insolvency, moratorium, reorganization or other laws
or equitable principles affecting creditors rights generally.

(f) Delivery of the Shares to be sold by such Selling Shareholder
pursuant to this Agreement will pass marketable title to such Shares free
and clear of any security interests, claims, liens, equities and other
encumbrances.

(g) All information furnished by or on behalf of such Selling
Shareholder in its capacity as a Selling Shareholder for use in the
Registration Statement and Prospectus is, and on the Closing Date will be,
true, correct and complete, and does not, and on the Closing Date will not,
contain any untrue statement of material fact or omit to state any material
fact necessary to make such information not misleading.

7
<PAGE>

III.

Each of the Company and the Firm Selling Shareholders, severally and
not jointly, hereby agree to sell to the several Underwriters, and the
Underwriters, upon the basis of the representations and warranties herein
contained, but subject to the conditions hereinafter stated, agree, severally
and not jointly, to purchase from the Company and the Firm Selling Shareholders
at $_____ a share (the "purchase price") the number of Firm Shares (subject to
such adjustments to eliminate fractional shares as you may determine) that bears
the same proportion to the number of Firm Shares to be sold by the Company or
such Firm Selling Shareholder as the number of Firm Shares set forth in
Schedules II and III hereto opposite the name of such Underwriter bears to the
total number of Firm Shares.

On the basis of the representations and warranties contained in this
Agreement, and subject to its terms and conditions, the Company and the Option
Selling Shareholders agree to sell to the U.S. Underwriters the Additional
Shares, and the U.S. Underwriters shall have a one-time right to purchase,
severally and not jointly, up to 787,500 Additional Shares at the purchase
price. Additional Shares may be purchased as provided in Article V hereof
solely for the purpose of covering overallotments made in connection with the
offering of the Firm Shares. If less than all the Additional Shares are to be
purchased, the Additional Shares shall first be purchased pro rata from the
Option Selling Shareholders and the remainder, if any, shall be purchased from
the Company. If any Additional Shares are to be purchased, each U.S.
Underwriter agrees, severally and not jointly, to purchase the number of
Additional Shares (subject to such adjustments to eliminate fractional shares as
the U.S. Representatives may determine) that bears the same proportion to the
total number of Additional Shares to be purchased as the number of U.S. Firm
Shares set forth in Schedule II hereto opposite the name of such U.S.
Underwriter bears to the total number of U.S. Firm Shares. The Additional
Shares to be purchased by the U.S. Underwriters hereunder and the U.S. Firm
Shares are hereinafter collectively referred to as the U.S. Shares.

Each Seller hereby agrees that, without the prior written consent of
the U.S. Representatives, it will not offer, sell, contract to sell or otherwise
dispose of any shares of common stock of the Company or any securities
convertible into or exercisable or exchangeable for such common stock for a
period of 90 days after the date of the initial public offering of the Shares,
other than (i) the Shares to be sold hereunder, (ii) any shares of such common
stock sold by the Company upon the exercise of an option or warrant or the
conversion of a security outstanding on the date hereof and (iii) the grant of
options under any employee stock option plan existing on the date hereof if such
option cannot be exercised during such 90-day period.

8
<PAGE>

IV.

The Sellers are advised by you that the Underwriters propose to make a
public offering of their respective portions of the Shares as soon after the
Registration Statement and this Agreement have become effective as in your
judgment is advisable. The Sellers are further advised by you that the Shares
are to be offered to the public initially at U.S. $____ a share (the public
offering price) and to certain dealers selected by you at a price that
represents a concession not in excess of U.S. $____ a share under the public
offering price, and that any Underwriter may allow, and such dealers may
reallow, a concession, not in excess of U.S. $_____ a share, to any Underwriter
or to certain other dealers.

Each U.S. Underwriter hereby makes to and with the Sellers the
representations and agreements of such U.S. Underwriter contained in the fifth
and sixth paragraphs of Article III of the Agreement Between U.S. and
International Underwriters of even date herewith. Each International
Underwriter hereby makes to and with the Sellers the representations and
agreements of such International Underwriter contained in the seventh, eighth,
ninth and tenth paragraphs of Article III of such Agreement.

Payment for the Firm Shares to be sold by each Seller shall be made by
certified or official bank check or checks payable to the order of such Seller
in New York Clearing House funds at the office of O'Melveny & Myers, 400 South
Hope Street, Los Angeles, California 90071, at 7:00 A.M., local time, on
___________ 1994, or at such other time on the same or such other date, not
later than ________, 1994, as shall be designated in writing by you. The time
and date of such payment are hereinafter referred to as the Closing Date.

Payment for any Additional Shares to be sold by each Seller shall be
made by certified or official bank check or checks payable to the order of such
Seller in New York Clearing House funds at the office of O'Melveny & Myers, 400
South Hope Street, Los Angeles, California 90071, at 7:00 A.M., local time, on
such date (which may be the same as the Closing Date but shall in no event be
earlier than the Closing Date nor earlier than two or later than ten business
days after the giving of the notice hereinafter referred to) as shall be
designated in a written notice from the U.S. Representatives to the Company of
their determination, on behalf of the U.S. Underwriters, to purchase a number,
specified in said notice, of Additional Shares, or on such other date, in any
event not later than ______ 1994, as shall be designated in writing by the U.S.
Representatives. The time and date of such payment are hereinafter referred to
as the Option Closing Date. The notice of the determination to exercise

9
<PAGE>

the option to purchase Additional Shares and of the Option Closing Date may be
given at any time within 30 days after the date of this Agreement.

Certificates for the Firm Shares and Additional Shares shall be in
definitive form and registered in such names and in such denominations as you
shall request in writing not later than two full business days prior to the
Closing Date or the Option Closing Date, as the case may be. The certificates
evidencing the Firm Shares and Additional Shares shall be delivered to you on
the Closing Date or the Option Closing Date, as the case may be, for the
respective accounts of the several Underwriters, with any transfer taxes payable
in connection with the transfer of the Shares to the Underwriters duly paid,
against payment of the purchase price therefor.

VI.

The obligations of the Sellers and the several obligations of the
Underwriters hereunder are subject to the condition that the Registration
Statement shall have become effective not later than the date hereof.

The several obligations of the Underwriters hereunder are subject to
the following further conditions:

(a) Subsequent to the execution and delivery of this Agreement and
prior to the Closing Date, there shall not have occurred any change, or any
development involving a prospective change, in the condition, financial or
otherwise, or in the earnings, business or operations, of the Company and
its subsidiaries, taken as a whole, from that set forth in the Registration
Statement, that, in your judgment, is material and adverse and that makes
it, in your judgment, impracticable to market the Shares on the terms and
in the manner contemplated in the Prospectus.

(b) The Underwriters shall have received on the Closing Date a
certificate, dated the Closing Date and signed by an executive officer of
the Company, to the effect that the representations and warranties of the
Company contained in this Agreement are true and correct as of the Closing
Date and that the Company has complied with all of the agreements and
satisfied all of the conditions on its part to be performed or satisfied
hereunder on or before the Closing Date.

The officer signing and delivering such certificate may rely upon the
best of his knowledge as to proceedings threatened.

10
<PAGE>

(c) You shall have received on the Closing Date an opinion of Riordan
& McKinzie, counsel for the Company, dated the Closing Date, to the effect
that

(i) the Company has been duly incorporated, is validly existing
as a corporation in good standing under the laws of the jurisdiction
of its incorporation, has the corporate power and authority to own its
property and to conduct its business as described in the Prospectus
and is duly qualified to transact business and is in good standing in
each jurisdiction in which the conduct of its business or its
ownership or leasing of property requires such qualification, except
to the extent that the failure to be so qualified or be in good
standing would not have a material adverse effect on the Company and
its subsidiaries taken as a whole;

(ii) each of Merisel FAB, Inc., Merisel Americas, Inc., Merisel
Europe, Inc., Merisel Asia, Inc., Merisel Pty Ltd., Merisel Canada
Inc., Merisel Latin America, Merisel (UK) Ltd. and Merisel Gmbh has
been duly incorporated, is validly existing as a corporation in good
standing under the laws of the jurisdiction of its incorporation, has
the corporate power and authority to own its property and to conduct
its business as described in the Prospectus and is duly qualified to
transact business and is in good standing in each jurisdiction in
which the conduct of its business or its ownership or leasing of
property requires such qualification, except to the extent that the
failure to be so qualified or be in good standing would not have a
material adverse effect on the Company and its subsidiaries taken as a
whole;

(iii) the authorized capital stock of the Company conforms as to
legal matters to the description thereof contained in the Prospectus;

(iv) the shares of Common Stock (including the Shares to be sold
by the Selling Shareholders) outstanding prior to the issuance of the
Shares to be sold by the Company have been duly authorized and are
validly issued, fully paid and non-assessable;

(v) the Shares to be sold by the Company have been duly
authorized and, when issued and delivered in accordance with the terms
of this Agreement, will be validly issued, fully paid and non-
assessable,and the issuance of such Shares will not be subject to any
statutory, or to such counsel's knowledge, contractual preemptive or
similar rights;

11
<PAGE>

(vi) the Employee Stock Options have been duly authorized,
executed and delivered by the Company and are valid and binding
obligations of the Company, subject, as to enforcement, to applicable
bankruptcy, insolvency, reorganization, and moratorium laws and other
laws affecting the enforcement of creditors rights generally and to
equitable principles; and upon payment of the option price specified
in the Employee Stock Options, the Shares to be issued thereunder will
be validly issued, fully paid and non-assessable, and the issuance of
such Shares will not be subject to any statutory, or to such counsel's
knowledge, contractual preemptive or similar rights;

(vii) this Agreement has been duly authorized, executed and
delivered by the Company;

(viii) the execution and delivery by the Company of, and the
performance by the Company of its obligations under, this Agreement
will not contravene any provision of applicable federal, California or
Delaware General Corporate law or the certificate of incorporation or
by-laws of the Company or any agreement or other instrument binding
upon the Company or any of its subsidiaries which has been identified
by the Company in an Officer's Certificate as material to the Company
and its subsidiaries, taken as a whole, or, to such counsel's
knowledge, any judgment, or decree of any governmental body, agency or
court having jurisdiction over the Company or any subsidiary, and no
consent, approval, authorization or order of or qualification with any
federal or California governmental body or agency is required for the
performance by the Company of its obligations under this Agreement,
except such as may be required by the Securities Act, which have been
obtained, and the securities or Blue Sky laws of the various states in
connection with the offer and sale of the Shares by the U.S.
Underwriters;

(ix) the statements (1) in the Prospectus under the captions
"Business - ComputerLand Business," "Description of Indebtedness,"
"Certain Federal Income Tax Consequences to Non-United States Holders"
and "Description of Capital Stock" and (2) in the Registration
Statement in Item 15, in each case insofar as such statements
constitute summaries of the legal matters, documents or proceedings
referred to therein, fairly present the information called for with
respect to such legal matters, documents and proceedings and fairly
summarize the matters referred to therein;

(x) after due inquiry, such counsel does not know of any legal or
governmental proceeding pending or

12
<PAGE>

threatened to which the Company or any of its subsidiaries is a party
or to which any of the properties of the Company or any of its
subsidiaries is subject that are required to be described in the
Registration Statement or the Prospectus and are not so described or
of any statutes, regulations, contracts or other documents that are
required to be described in the Registration Statement or the
Prospectus or to be filed as exhibits to the Registration Statement
that are not described or filed as required;

(xi) the Company is not an "investment company" or an entity
"controlled" by an investment company," as such terms are defined in
the Investment Company Act of 1940, as amended; and

(xii) such counsel is of the opinion that the Registration
Statement and Prospectus (except for financial statements, financial
data and financial schedules, and any statistical data derived
therefrom, included therein as to which such counsel need not express
any opinion) comply as to form in all material respects with the
Securities Act and the rules and regulations of the Commission
thereunder.

Counsel shall also state that they have participated in the
preparation of the Registration Statement and Prospectus and although they are
not passing upon, and do not assume any responsibility for, the accuracy,
completeness or fairness of the statements contained in the Registration
Statement and the Prospectus and have made no independent check or verification
thereof other than as specified in their opinion and as expressly set forth in
subparagraph (ix) above, on the basis of the foregoing, no facts have come to
their attention that lead them to believe (a) that the Registration Statement
(except for the financial statements, financial data and financial schedules,
and any statistical data derived therefrom, included in the Registration
Statement, as to which they need express no opinion), at the time the
Registration Statement became effective, contained an untrue statement of a
material fact or omitted to state a material fact required to be stated therein
or necessary to make the statements therein not misleading or (b) that the
Prospectus (except for the financial statements, financial data and financial
schedules, and any statistical data derived therefrom, included in the
Prospectus, as to which they need express no opinion), as of the date of the
Prospectus and as of the date of the opinion, contained or contains any untrue
statement of a material fact or omitted or omits to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they are made, not misleading.

13
<PAGE>

(d) You shall have received on the Closing Date an opinion of Riordan
& McKinzie, counsel for the Selling Shareholders selling Shares on that
Closing Date, dated that Closing Date, to the effect that:

(i) this Agreement has been duly authorized, executed and
delivered by or on behalf of each of such Selling Shareholders;

(ii) the execution and delivery by each Selling Shareholder of,
and the performance by such Selling Shareholder of its obligations
under, this Agreement and the Custody Agreement and Powers of Attorney
of such Selling Shareholder will not contravene any provision of
applicable federal or California law or any agreement or other
instrument binding upon such Selling Shareholder which has been
identified in writing by such Selling Shareholder as material to such
Selling Shareholder or any judgment, order or decree known to such
counsel of any governmental body, agency or court having jurisdiction
over such Selling Shareholder, and no consent, approval, authorization
or order of or qualification with any federal or California
governmental body or agency is required for the performance by such
Selling Shareholder of its obligations under this Agreement or the
Custody Agreement or Power of Attorney of such Selling Shareholder,
except such as may be required by the Securities Act, which have been
obtained, and the securities or Blue Sky laws of the various states in
connection with the offer and sale of the Shares;

(iii) each of the Selling Shareholders has valid marketable
title to the Shares to be sold by such Selling Shareholder and has the
legal right and power, and all authorization and approval required by
law, to enter into this Agreement and the Custody Agreement and Power
of Attorney of such Selling Shareholder and to sell, transfer and
deliver the Shares to be sold by such Selling Shareholder;

(iv) The Custody Agreement of such Selling Shareholder has been
duly authorized, executed and delivered by such Selling Shareholder
and is a valid and binding agreement of such Selling Shareholder
subject, as to enforcement, to applicable bankruptcy, insolvency,
reorganization and moratorium laws and other laws affecting the
enforcement of creditors rights generally and to equitable principles;
and

(v) upon delivery of the Shares to be sold by such Selling
Shareholder and payment therefor pursuant to this Agreement and
assuming the Underwriters are

14
<PAGE>

acquiring the Shares in good faith and without notice of any adverse
claim, the Underwriters will be the owners of such Shares free and
clear of any adverse claim.

(e) You shall have received on the Closing Date an opinion of
O'Melveny & Myers, special counsel for the Underwriters, dated the Closing
Date, covering the matters referred to in subparagraphs (v), (vii), (ix)
(but only as to the statements in the Prospectus under "Description of
Capital Stock" and "Underwriters"), (xii) and the last paragraph of
subsection (c) above.

The opinions of Riordan & McKinzie described in subsections (c) and
(d) above shall be rendered to you at the request of the Company and the Selling
Shareholders, as the case may be, and shall so state therein.

(f) You shall have received, on each of the date hereof and the
Closing Date, a letter dated the date hereof or the Closing Date, as the
case may be, in form and substance satisfactory to you, from Deloitte &
Touche, independent public accountants, containing statements and
information of the type ordinarily included in accountants' "comfort
letters" to underwriters with respect to the financial statements and
certain financial information contained in the Registration Statement and
the Prospectus.

(g) The "lock-up" agreements between you and certain shareholders,
officers and directors of the Company relating to sales of shares of common
stock of the Company or any securities convertible into or exercisable or
exchangeable for such common stock, delivered to you on or before the date
hereof, shall be in full force and effect on the Closing Date.

The several obligations of the U.S. Underwriters to purchase
Additional Shares hereunder are subject to the delivery to the U.S.
Representatives on the Option Closing Date of such documents as they may
reasonably request with respect to the good standing of the Company, the due
authorization and issuance of the Additional Shares and other matters related to
the issuance of the Additional Shares.

VII.

In further consideration of the agreements of the Underwriters herein
contained, the Company covenants as follows:

(a) To furnish to you, without charge, four signed copies of the
Registration Statement (including exhibits thereto) and for delivery to
each other Underwriter a

15
<PAGE>

conformed copy of the Registration Statement (without exhibits thereto)
and, during the period mentioned in paragraph (c) below, as many copies of
the Prospectus and any supplements and amendments thereto or to the
Registration Statement as you may reasonably request.

(b) Before amending or supplementing the Registration Statement or the
Prospectus, to furnish to you a copy of each such proposed amendment or
supplement and to file no such proposed amendment or supplement to which
you reasonably object.

(c) If, during such period after the first date of the public offering
of the Shares as in the opinion of your counsel the Prospectus is required
by law to be delivered in connection with sales by an Underwriter or
dealer, any event shall occur or condition exist as a result of which it is
necessary to amend or supplement the Prospectus in order to make the
statements therein, in the light of the circumstances when the Prospectus
is delivered to a purchaser, not misleading, or if, in the opinion of your
counsel, it is necessary to amend or supplement the Prospectus to comply
with law, forthwith to prepare, file with the Commission and furnish, at
its own expense, to the Underwriters and to the dealers (whose names and
addresses you will furnish to the Company) to which Shares may have been
sold by you on behalf of the Underwriters and to any other dealers upon
request, either amendments or supplements to the Prospectus so that the
statements in the Prospectus as so amended or supplemented will not, in the
light of the circumstances when the Prospectus is delivered to a purchaser,
be misleading or so that the Prospectus, as amended or supplemented, will
comply with law.

(d) To endeavor to qualify the Shares for offer and sale under the
securities or Blue Sky laws of such jurisdictions as you shall reasonably
request, provided that in connection therewith the Company shall not be
required to qualify as a foreign corporation or file a general consent to
service of process in any jurisdiction, and to pay all expenses (including
fees and disbursements of counsel) in connection with such qualification
and in connection with any review of the offering of the Shares by the
National Association of Securities Dealers, Inc.

(e) To make generally available to the Company's security holders and
to you as soon as practicable an earning statement covering the twelve-
month period ending ________, 1995 that satisfies the provisions of Section
11(a) of the Securities Act and the rules and regulations of the Commission
thereunder.

16
<PAGE>

(f) To pay all document production charges and expenses of O'Melveny &
Myers, special counsel for the Underwriters (but not including their fees
for professional services), in connection with the preparation of this
Agreement.

Each Selling Shareholder, severally and not jointly, agrees to pay or
cause to be paid (i) all taxes, if any, on the transfer and sale of the Shares
being sold by such Selling Shareholder and (ii) such Selling Shareholder's pro
---
rata share (determined by dividing the number of Shares sold by such Selling
- ----
Shareholder by the total number of Shares sold by all Sellers) of the filing fee
in connection with the registration of the Shares under the Securities Act and
the filing fee incident to any review of the offering of the Shares by the
National Association of Securities Dealers, Inc.

VIII.

The Company agrees to indemnify and hold harmless each Underwriter and
each person, if any, who controls any Underwriter within the meaning of either
Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), from and against any and all losses,
claims, damages and liabilities (including, without limitation, any legal or
other expenses reasonably incurred by any Underwriter or any such controlling
person in connection with defending or investigating any such action or claim)
caused by any untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement or any amendment thereof, any
preliminary prospectus or the Prospectus (as amended or supplemented if the
Company shall have furnished any amendments or supplements thereto), or caused
by any omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein not misleading,
except insofar as such losses, claims, damages or liabilities are caused by any
such untrue statement or omission or alleged untrue statement or omission based
upon information relating to any Underwriter furnished to the Company in writing
by such Underwriter through you expressly for use therein, provided, that the
Company shall not be liable to any Underwriter in respect of any preliminary
prospectus or any amendment or supplement to any preliminary prospectus to the
extent that (i) all of the untrue statements of material fact and all of the
omissions to state any material fact in such preliminary prospectus or such
amendment or supplement thereto were fully and adequately corrected in the
Prospectus and (ii) the Prospectus was not sent or given to the purchaser of the
Shares in question at or prior to the written confirmation of the sale of such
Shares to such person.

17
<PAGE>

Each Selling Shareholder agrees, severally and not jointly, to
indemnify and hold harmless each Underwriter and each person, if any, who
controls any Underwriter within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act and the Company, its directors,
its officers who sign the Registration Statement and each person, if any, who
controls the Company within the meaning of either such Section, from and against
any and all losses, claims, damages and liabilities (including, without
limitation, any legal or other expenses reasonably incurred in connection with
defending or investigating any such action or claim) caused by any untrue
statement or alleged untrue statement of a material fact contained in the
Registration Statement or any amendment thereof, any preliminary prospectus or
the Prospectus (as amended or supplemented if the Company shall have furnished
any amendments or supplements thereto), or caused by any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, but only with reference
to information relating to such Selling Shareholder furnished in writing by or
on behalf of such Selling Shareholder as a Selling Shareholder expressly for use
in the Registration Statement, any preliminary prospectus, the Prospectus or any
amendments or supplements thereto, provided, that each of the Selling
Shareholders shall not be liable to any Underwriter in respect of any
preliminary prospectus or any amendment or supplement to any preliminary
prospectus to the extent that (i) all of the untrue statements of material fact
and all of the omissions to state any material fact in such preliminary
prospectus or such amendment or supplement thereto were fully and adequately
corrected in the Prospectus and (ii) the Prospectus was not sent or given to the
purchaser of the Shares in question at or prior to the written confirmation of
the sale of such Shares to such person. Notwithstanding the foregoing, in no
event shall any Selling Shareholder be liable hereunder for any amount exceeding
the total net proceeds from the offering (before deducting expenses) received by
such Selling Shareholder from the Underwriters for the Shares sold by such
Selling Shareholder hereunder.

Each Underwriter agrees, severally and not jointly, to indemnify and
hold harmless the Company, the Selling Shareholders, the directors of the
Company, the officers of the Company who sign the Registration Statement and
each person, if any, who controls the Company or any Selling Shareholder within
the meaning of either Section 15 of the Securities Act or Section 20 of the
Exchange Act to the same extent as the foregoing indemnity from the Company to
such Underwriter, but only with reference to information relating to such
Underwriter furnished to the Company in writing by such Underwriter through you
expressly for use in the Registration Statement, any preliminary prospectus, the
Prospectus or any amendments or supplements thereto.

18
<PAGE>

In case any proceeding (including any governmental investigation)
shall be instituted involving any person in respect of which indemnity may be
sought pursuant to any of the three preceding paragraphs, such person (the
"indemnified party") shall promptly notify the person against whom such
indemnity may be sought (the "indemnifying party") in writing but the omission
so to notify the indemnifying party shall not relieve it from any liability
which it may have to any indemnified party under such subsection or otherwise,
except to the extent that the indemnifying party has been materially prejudiced
by such failure. The indemnifying party, upon request of the indemnified party,
shall retain counsel reasonably satisfactory to the indemnified party to
represent the indemnified party and any others the indemnifying party may
designate in such proceeding and shall pay the fees and disbursements of such
counsel related to such proceeding. In any such proceeding, any indemnified
party shall have the right to retain its own counsel, but the fees and expenses
of such counsel shall be at the expense of such indemnified party unless (i) the
indemnifying party and the indemnified party shall have mutually agreed to the
retention of such counsel or (ii) the named parties to any such proceeding
(including any impleaded parties) include both the indemnifying party and the
indemnified party and representation of both parties by the same counsel would
be inappropriate due to actual or potential differing interests between them.
It is understood that the indemnifying party shall not, in respect of the legal
expenses of any indemnified party in connection with any proceeding or related
proceedings in the same jurisdiction, be liable for the fees and expenses of
more than one separate firm (in addition to any local counsel) for all such
indemnified parties and that all such fees and expenses shall be reimbursed as
they are incurred. In the case of any such separate firm for the Underwriters
and such control persons of Underwriters, such firm shall be designated in
writing by Morgan Stanley & Co. Incorporated. In the case of any such separate
firm for the Company, and such directors, officers and control persons of the
Company, such firm shall be designated in writing by the Company. In the case
of any such separate firm for the Selling Shareholders and such controlling
persons of Selling Shareholders, such firm shall be designated in writing by the
persons named as attorneys-in-fact for the Selling Shareholders under the Power
of Attorney. The indemnifying party shall not be liable for any settlement of
any proceeding effected without its written consent, but if settled with such
consent or if there be a final judgment for the plaintiff, the indemnifying
party agrees to indemnify the indemnified party from and against any loss or
liability by reason of such settlement or judgment, subject in the case of a
Selling Shareholder to the limits set forth in the last sentence of the second
paragraph of this Article. Notwithstanding the foregoing sentence, if at any
time an indemnified party shall have requested an indemnifying party to
reimburse the indemnified party for fees and expenses of counsel as contemplated
by the second and third sentences of this

19
<PAGE>

paragraph, the indemnifying party agrees that it shall be liable for any
settlement of any proceeding effected without its written consent if (i) such
settlement is entered into more than 30 days after receipt by such indemnifying
party of the aforesaid request and (ii) such indemnifying party shall not have
reimbursed the indemnified party for any undisputed amounts set forth in such
request prior to the date of such settlement. No indemnifying party shall,
without the prior written consent of the indemnified party, effect any
settlement of any pending or threatened proceeding in respect of which any
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party, unless such settlement includes an
unconditional release of such indemnified party from all liability on claims
that are the subject matter of such proceeding.

If the indemnification provided for in the first, second or third
paragraph of this Article VIII is unavailable to an indemnified party or
insufficient in respect of any losses, claims, damages or liabilities referred
to therein, then each indemnifying party under such paragraph, in lieu of
indemnifying such indemnified party thereunder, shall contribute to the amount
paid or payable by such indemnified party as a result of such losses, claims,
damages or liabilities (i) in such proportion as is appropriate to reflect the
relative benefits received by the indemnifying party or parties on the one hand
and the indemnified party or parties on the other hand from the offering of the
Shares or (ii) if the allocation provided by clause (i) above is not permitted
by applicable law, in such proportion as is appropriate to reflect not only the
relative benefits referred to in clause (i) above but also the relative fault of
the indemnifying party or parties on the one hand and of the indemnified party
or parties on the other hand in connection with the statements or omissions that
resulted in such losses, claims, damages or liabilities, as well as any other
relevant equitable considerations. The relative benefits received by the
Sellers on the one hand and the Underwriters on the other hand in connection
with the offering of the Shares shall be deemed to be in the same respective
proportions as the net proceeds from the offering of the Shares (before
deducting expenses) received by each Seller and the total underwriting discounts
and commissions received by the Underwriters, in each case as set forth in the
table on the cover of the Prospectus, bear to the aggregate public offering
price of the Shares. The relative fault of the Sellers on the one hand and the
Underwriters on the other hand shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Sellers or by the Underwriters and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission. The Underwriters' respective obligations to contribute
pursuant

20
<PAGE>

to this Article VIII are several in proportion to the respective number of
Shares they have purchased hereunder, and not joint.

The Sellers and the Underwriters agree that it would not be just or
equitable if contribution pursuant to this Article VIII were determined by pro
---
rata allocation (even if the Underwriters were treated as one entity for such
- ----
purpose) or by any other method of allocation that does not take account of the
equitable considerations referred to in the immediately preceding paragraph.
The amount paid or payable by an indemnified party as a result of the losses,
claims, damages and liabilities referred to in the immediately preceding
paragraph shall be deemed to include, subject to the limitations set forth
above, any legal or other expenses reasonably incurred by such indemnified party
in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Article VIII, no Selling Shareholder
shall be required to contribute any amount in excess of the limit set forth in
the last sentence of the second paragraph of this Article and no Underwriter
shall be required to contribute any amount in excess of the amount by which the
total price at which the Shares underwritten by it and distributed to the public
were offered to the public exceeds the amount of any damages that such
Underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The remedies provided for in this
Article VIII are not exclusive and shall not limit any rights or remedies which
may otherwise be available to any indemnified party at law or in equity.

The indemnity and contribution provisions contained in this Article
VIII and the representations and warranties of the Company or the Selling
Shareholders contained in this Agreement shall remain operative and in full
force and effect regardless of (i) any termination of this Agreement, (ii) any
investigation made by or on behalf of any Underwriter or any person controlling
any Underwriter, any Selling Shareholder or any person controlling and Selling
Shareholder, or by or on behalf of the Company, its officers or directors or any
person controlling the Company and (iii) acceptance of and payment for any of
the Shares.

IX.

This Agreement shall be subject to termination by notice given by you
to the Company, if (a) after the execution and delivery of this Agreement and
prior to the Closing Date (i) trading generally shall have been suspended or
materially limited on or by, as the case may be, any of the New York Stock
Exchange, the American Stock Exchange or the National Association of

21
<PAGE>

Securities Dealers, Inc., (ii) trading of any securities of the Company shall
have been suspended on any exchange or in any over-the-counter market, (iii) a
general moratorium on commercial banking activities in New York shall have been
declared by either Federal or New York State authorities or (iv) there shall
have occurred any outbreak or escalation of hostilities or any change in
financial markets or any calamity or crisis that, in your judgment, is material
and adverse and (b) in the case of any of the events specified in clauses (a)(i)
through (iv), such event singly or together with any other such event makes it,
in your judgment, impracticable to market the Shares on the terms and in the
manner contemplated in the Prospectus.

This Agreement shall become effective upon the later of (x) execution
and delivery hereof by the parties hereto and (y) release of notification of the
effectiveness of the Registration Statement by the Commission.

If, on the Closing Date or the Option Closing Date, as the case may
be, any one or more of the Underwriters shall fail or refuse to purchase Shares
that it or they have agreed to purchase hereunder on such date, and the
aggregate number of Shares which such defaulting Underwriter or Underwriters
agreed but failed or refused to purchase is not more than one-tenth of the
aggregate number of the Shares to be purchased on such date, the other
Underwriters shall be obligated severally in the proportions that the number of
Firm Shares set forth opposite their respective names in Schedule II or Schedule
III bears to the aggregate number of Firm Shares set forth opposite the names of
all such nondefaulting Underwriters, or in such other proportions as you may
specify, to purchase the Shares which such defaulting Underwriter or
Underwriters agreed but failed or refused to purchase on such date; provided
--------
that in no event shall the number of Shares that any Underwriter has agreed to
purchase pursuant to Article III be increased pursuant to this Article X by an
amount in excess of one-ninth of such number of Shares without the written
consent of such Underwriter. If, on the Closing Date or the Option Closing
Date, as the case may be, any Underwriter or Underwriters shall fail or refuse
to purchase Shares and the aggregate number of Shares with respect to which such
default occurs is more than one-tenth of the aggregate number of Shares to be
purchased on such date, and arrangements satisfactory to you, the Company and
the Selling Shareholders (or, in the case of the Option Closing Date, you and
the Company) for the purchase of such Shares are not made within 36 hours after
such default, this Agreement shall terminate without liability on the part of
any non-defaulting Underwriter, the Company or the Selling Shareholders. In any
such case either you or the relevant Sellers shall have the right to postpone
the Closing Date or the Option Closing Date, as the case may be, but

22
<PAGE>

in no event for longer than seven days, in order that the required changes, if
any, in the Registration Statement and in the Prospectus or in any other
documents or arrangements may be effected. Any action taken under this paragraph
shall not relieve any defaulting Underwriter from liability in respect of any
default of such Underwriter under this Agreement.

If this Agreement shall be terminated by the Underwriters, or any of
them, because of any failure or refusal on the part of any Seller to comply with
the terms or to fulfill any of the conditions of this Agreement to be complied
with or performed by the Sellers, or if for any reason any Seller shall be
unable to perform its obligations under this Agreement, the Sellers will
reimburse the Underwriters or such Underwriters as have so terminated this
Agreement with respect to themselves, severally, for all out-of-pocket expenses
(including the fees and disbursements of their counsel) reasonably incurred by
such Underwriters in connection with this Agreement or the offering contemplated
hereunder.

This Agreement may be signed in two or more counterparts, each of
which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument.

23
<PAGE>

This Agreement shall be governed by and construed in accordance with
the internal laws of the State of New York.

Very truly yours,

MERISEL, INC.

By_________________________

Accepted, ___________, 1994 The Selling Shareholders named
in Schedule I hereto, acting
MORGAN STANLEY & CO. severally
INCORPORATED
LEHMAN BROTHERS INC. By _________________________
THE ROBINSON-HUMPHREY Attorney-in-Fact
COMPANY, INC.

Acting severally on behalf of themselves
and the several U.S. Underwriters
named in Schedule II hereto.

By Morgan Stanley & Co.
Incorporated

By_________________________

MORGAN STANLEY & CO. INTERNATIONAL LIMITED
LEHMAN BROTHERS INTERNATIONAL (EUROPE)
THE ROBINSON-HUMPHREY COMPANY, INC.

Acting severally on behalf of themselves
and the several International Underwriters
named in Schedule III hereto.

By Morgan Stanley & Co. International Limited

By __________________________

24
<PAGE>

Schedule I-A

Firm Selling Shareholders
-------------------------

<TABLE>
<CAPTION>
No. of
Firm Shares
to be Sold
-----------
<S> <C>
David S. Wagman......................................... 100,000

Robert S. Leff.......................................... 75,000

Lawrence J. Schoenberg.................................. 75,000
-------
Total 250,000
</TABLE>

25
<PAGE>

Schedule I-B

Option Selling Shareholders
---------------------------

<TABLE>
<CAPTION>
No. of Additional
Shares to be Sold
-----------------
<S> <C>
David S. Wagman....................................... 50,000

Robert S. Leff........................................ 75,000

Michael D. Pickett.................................... 100,000*

James L. Brill........................................ 25,199*

John J. Connors....................................... 25,000*

Paul M. Lemerise...................................... 13,750*

Susan J. Miller-Smith................................. 8,647*

Thomas P. Reeves...................................... 35,000*

John F. Thompson...................................... 25,000*
-------

Total 357,596

</TABLE>

________________

* Issuable upon exercise of Employee Stock Option.

26
<PAGE>

Schedule II

U.S. Underwriters
-----------------

<TABLE>
<CAPTION>
Number of
Firm Shares
Underwriter To Be Purchased
----------- ---------------
<S> <C>
Morgan Stanley & Co. Incorporated
Lehman Brothers Inc.
The Robinson-Humphrey Company, Inc.
--------------

Total U.S. Firm Shares..............
==============
</TABLE>
<PAGE>

Schedule III

International Underwriters
--------------------------

<TABLE>
<CAPTION>
Number of
Firm Shares
Underwriter To Be Purchased
----------- ---------------
<S> <C>
Morgan Stanley & Co. International Limited
Lehman Brothers International (Europe)
The Robinson-Humphrey Company, Inc.
---------------

Total International Firm Shares......
===============
</TABLE>

<PAGE>

EXHIBIT 8.1

RIORDAN & MCKINZIE
California Plaza
300 South Grand Avenue
Twenty-Ninth Floor
Los Angeles, California
phone: (213) 629-4824
fax: (213) 229-8550
RICHARD J. RIORDAN
(Retired)

May 3, 1994

20-080-024

Merisel, Inc.
200 Continental Boulevard
El Segundo, California 90245

Re: Merisel, Inc.;
Registration Statement on Form S-3
File No. 33-52817
----------------------------------

Ladies and Gentlemen:

You have requested that we review the discussion set forth under the
heading "Certain Federal Income Tax Consequences to Non-United States Holders"
in the registration statement on Form S-3 filed with the Securities and Exchange
Commission (the "Commission") on March 25, 1994 (File No. 33-52817), as amended
by Amendment No. 1 to be filed with the Commission on May 3, 1994 (as amended,
the "Registration Statement").

The facts, as we understand them, and upon which with your permission
we rely in rendering the opinion expressed herein, are as set forth in the
Registration Statement. Based on such facts, we are the opinion that, as of the
date of this letter for tax years beginning on or after January 1, 1994, the
statements contained in the Registration Statement under the heading "Certain
Federal Income Tax Consequences to Non-United States Holders" are true and
correct in all material respects as such statements relate to matters of federal
income or estate tax law or legal conclusions involving matters of federal
income or estate tax law. No opinion is expressed regarding any statements of
fact included in the discussion under such heading.

This opinion is based on various statutory provisions, regulations
promulgated thereunder and interpretations thereof by the Internal Revenue
Service and the courts having jurisdiction over such matters, all of which are
subject to change either prospectively or retroactively. Also, any variation or

<PAGE>

difference in the facts from those set forth in the Registration Statement may
affect the conclusion stated herein.

This opinion is rendered to you solely for use in connection with the
Registration Statement. We consent to your filing this opinion as an exhibit to
the Registration Statement.

Very truly yours,

/s/ RIORDAN & MCKINZIE

<PAGE>

EXHIBIT 23.1

INDEPENDENT AUDITORS' CONSENT

We consent to (a) the use in this Amendment No. 1 to Registration Statement
No. 33-52817 of Merisel, Inc. on Form S-3 of our report dated February 22,
1994, appearing in the Prospectus, which is part of this Registration
Statement, (b) the incorporation by reference in this Registration Statement of
our report dated February 22, 1994 appearing in the Annual Report on Form 10-K
of Merisel, Inc., as amended, for the year ended December 31, 1993, and (c) the
references to us under the headings "Selected Consolidated Financial Data" and
"Experts" in such Prospectus.

Deloitte & Touche

Los Angeles, California

May 3, 1994

<PAGE>

EXHIBIT 23.2

CONSENT OF ERNST & YOUNG, INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Amendment No. 1 to Form S-3 No. 33-52817) and related
Prospectus of Merisel, Inc. for the registration of 6,037,500 shares of its
common stock and to the incorporation by reference therein of our report dated
January 7, 1994, with respect to the statements of revenues and operating
expenses of the United States Franchise and Distribution Division of
ComputerLand Corporation for the years ended September 30, 1993 and 1992
included in Merisel, Inc.'s Current Report on Form 8-K dated January 31, 1994,
filed with the Securities and Exchange Commission.

ERNST & YOUNG

San Jose, California

May 3, 1994