SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) AUGUST 26, 1997
MERISEL, INC
Exact name of registrant as specified in its charter
DELAWARE 0-17156 95-4172359
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation File Number) Identification No.)
or organization)
200 CONTINENTAL BOULEVARD, EL SEGUNDO, CALIFORNIA 90245-0948
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (310) 615-3080
Item 5. OTHER EVENTS
On August 26, 1997, Merisel, Inc. issued the
press release attached hereto as Exhibit 99.1.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Press release dated August 26, 1997.
SIGNATURE
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.
MERISEL, INC.
Date: August 26, 1997 By: /s/ KAREN A. TALLMAN
-----------------------
Karen A. Tallman
Vice President, General
Counsel and
Secretary
EXHIBIT 99.1
FOR IMMEDIATE RELEASE Contact: James Illson
Senior Vice President, Finance and CFO
(310) 615-1295
Karen Tallman
Vice President, General Counsel
(310) 615-1235
Financial Media/Investor Relations:
Charles B. Freedman, Assistant Treasurer
(310) 615-1376
Rivian Bell
(310) 615-6812
(310) 615-6868
(800) 686-1910 (24-hour pager)
MERISEL UNABLE TO REACH AGREEMENT WITH NOTEHOLDERS
TO IMPROVE DEBT RESTRUCTURING AGREEMENT
MERISEL RESCHEDULES ITS SPECIAL MEETING OF STOCKHOLDERS
TO SEPTEMBER 18, 1997
El Segundo, Calif. (Aug. 25, 1997) -- Merisel, Inc.
(NASDAQ:MSEL) reported today that it has thus far been
unable to reach an agreement with the committee
representing the holders of its $125 million principal
amount of 12.5% Senior Notes with regard to improving the
debt restructuring proposal now under consideration by
stockholders. While the company is still having
discussions with the Ad Hoc Noteholders' Committee, it
has determined it is required to reschedule its special
meeting of stockholders from Aug. 29, 1997 to Sept. 18,
1997. The company has taken this action consistent with
its obligations under the federal securities laws, in
order to fully inform stockholders of the alternatives
presently available in light of the numerous material
developments since the mailing of its proxy materials on
Aug. 1, 1997.
For the same reasons, the company is extending the
expiration date of the exchange offer for the 12.5%
Senior Notes, as well as the expiration date for the
solicitation of acceptances of the prepackaged plan of
reorganization for its stockholders and the 12.5% Senior
Notes from Aug. 29 to 5:00 p.m. New York City time on
Sept. 18, 1997. The record date of July 22, 1997 for all
matters will remain the same.
"It is unfortunate that we have not yet been able to
successfully negotiate an improvement of the financial
restructuring with the noteholders," said Dwight A.
Steffensen, Merisel chairman and chief executive officer.
"But in light of the failure to reach an agreement and
other material developments, we believe that the company
must allow stockholders sufficient time to reevaluate
their options after full disclosure apprising them of
these developments and their impact on stockholder
interests."
A supplement detailing these changes, as well as a
summary of recent developments and the company's
evaluation of such developments, will be mailed to
stockholders shortly.
The company also confirmed that failure to conclude a
stockholder vote regarding the proposed financial
restructuring by Aug. 31, 1997, would constitute an
agreement termination event pursuant to the agreement
between the company and the noteholders. An agreement
termination event would require the company to resume
payment of interest on the 12.5% Senior Notes, and to
make amortization payments totalling $40 million on
certain indebtedness of its operating subsidiaries.
The company has requested a waiver of this agreement
termination event, but no assurance can be given that any
waiver will be granted. Therefore, the company has
deposited the unpaid interest of approximately $8 million
with the trustee for the 12.5% Senior Notes and has
instructed the trustee to pay this money to the
noteholders if an agreement termination event occurs. In
addition, the company will make the $40 million of
amortization payments on the date any such interest
payment is made. Upon such payments, the company
believes it will be in full compliance with all of its
outstanding debt obligations and will continue to explore
its refinancing options.
Merisel, Inc. (NASDAQ:MSEL) is a leader in the
distribution of computer hardware and software products
and reported 1996 sales of $3.44 billion from its North
American operations. Merisel distributes a full line of
25,000 products and services from the industry's leading
manufacturers to more than 45,000 resellers throughout
North America. In addition, the company provides a full
range of customized, value-added services. Merisel also
offers dedicated support to high-end resellers through
the Merisel Open Computing Alliance (MOCA(TM)). This
specialty division, dedicated to Sun Microsystems and
third-party products, is currently the fastest growing
business in the Sun channel. @Merisel, the company's
corporate home page, is located at
http://www.merisel.com. Additional information can be
obtained by fax at (310) 615-6811.
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