SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Merisel, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
589849108
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(CUSIP Number)
Judith A. Witterschein, Vice President & Corporate Counsel
Stonington Partners, Inc., 767 Fifth Avenue, New York, NY 10153
(212) 339-8536
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(Name, Address and Telephone Number of
Person Authorized to Receive Notices and
Communications)
September 19, 1997
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(Date of Event which Requires Filing of this Statement)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|.
<PAGE>
13D
CUSIP No. 589849108
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Phoenix Acquisition Company II, L.L.C.
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
|_| (a)
|_| (b)
(3) SEC Use Only
(4) Source of Funds (See Instructions) OO
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e).
(6) Citizenship or Place of Organization Delaware
Number of (7) Sole Voting Power 4,901,316 Shares
Shares ----------------
Beneficially (8) Shared Voting Power
Owned by
Each (9) Sole Dispositive Power 4,901,316 Shares
Reporting ----------------
Person (10) Shared Dispositive Power
With
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
4,901,316 Shares
----------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
(13) Percent of Class Represented by Amount in Row (11) 14.0%
-----
(14) Type of Reporting Person (See Instructions) OO
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13D
CUSIP No. 589849108
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Stonington Capital Appreciation 1994 Fund, L.P.
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
|_| (a)
|_| (b)
(3) SEC Use Only
(4) Source of Funds (See Instructions) OO
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e).
(6) Citizenship or Place of Organization Delaware
Number of (7) Sole Voting Power
Shares
Beneficially (8) Shared Voting Power 4,901,316 Shares
Owned by ----------------
Each (9) Sole Dispositive Power
Reporting
Person (10) Shared Dispositive Power 4,901,316 Shares
With ----------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
4,901,316 Shares
----------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
(13) Percent of Class Represented by Amount in Row (11) 14.0%
-----
(14) Type of Reporting Person (See Instructions) PN
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<PAGE>
13D
CUSIP No. 589849108
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Stonington Partners, L.P.
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
|_| (a)
|_| (b)
(3) SEC Use Only
(4) Source of Funds (See Instructions) OO
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e).
(6) Citizenship or Place of Organization Delaware
Number of (7) Sole Voting Power
Shares
Beneficially (8) Shared Voting Power 4,901,316 Shares
Owned by ----------------
Each (9) Sole Dispositive Power
Reporting
Person (10) Shared Dispositive Power 4,901,316 Shares
With ----------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
4,901,316 Shares
----------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
(13) Percent of Class Represented by Amount in Row (11) 14.0%
-----
(14) Type of Reporting Person (See Instructions) PN
----
<PAGE>
13D
CUSIP No. 589849108
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Stonington Partners, Inc. II
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
|_| (a)
|_| (b)
(3) SEC Use Only
(4) Source of Funds (See Instructions) OO
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e).
(6) Citizenship or Place of Organization Delaware
Number of (7) Sole Voting Power
Shares
Beneficially (8) Shared Voting Power 4,901,316 Shares
Owned by ----------------
Each (9) Sole Dispositive Power
Reporting
Person (10) Shared Dispositive Power 4,901,316 Shares
With ----------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
4,901,316 Shares
----------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
(13) Percent of Class Represented by Amount in Row (11) 14.0%
-----
(14) Type of Reporting Person (See Instructions) CO
----
<PAGE>
13D
CUSIP No. 589849108
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Stonington Partners, Inc.
(2) Check the Appropriate Box if a Member of a Group (See Instructions)
|_| (a)
|_| (b)
(3) SEC Use Only
(4) Source of Funds (See Instructions) OO
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Item 2(d) or 2(e).
(6) Citizenship or Place of Organization Delaware
Number of (7) Sole Voting Power
Shares
Beneficially (8) Shared Voting Power 4,901,316 Shares
Owned by ----------------
Each (9) Sole Dispositive Power
Reporting
Person (10) Shared Dispositive Power 4,901,316 Shares
With ----------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
4,901,316 Shares
----------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
(13) Percent of Class Represented by Amount in Row (11) 14.0%
-----
(14) Type of Reporting Person (See Instructions) CO
----
<PAGE>
ITEM 1. SECURITY AND ISSUER.
This Statement on Schedule 13d (the "Schedule") relates to the
common stock, par value $0.01 per share (the "Shares"), of Merisel, Inc., a
Delaware corporation (the "Company"). The principal executive offices of the
Company are located at 200 Continental Boulevard, El Segundo, California 90245.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is being filed by and on behalf of Phoenix
Acquisition Company II, L.L.C. ("Phoenix"), Stonington Capital Appreciation 1994
Fund, L.P. (the "Fund"), Stonington Partners, L.P. ("Stonington L.P."),
Stonington Partners, Inc. II ("Stonington II") and Stonington Partners, Inc.
("Stonington") (collectively, the "Reporting Persons"). Phoenix is a Delaware
limited liability company. Each of the Fund and Stonington L.P. is a Delaware
limited partnership. Each of Stonington II and Stonington is a Delaware
corporation. The principal business of Phoenix is to invest in the Shares. The
principal business of the Fund is investing in securities. The principal
business of Stonington L.P. is being the general partner of the Fund. The
principal business of Stonington II is being the general partner of Stonington
L.P. The principal business of Stonington is being the management company of the
Fund.
The directors and officers of Stonington and Stonington II
are: Alexis P. Michas, Director and Managing Partner, James J. Burke, Jr.,
Director and Partner, Robert F. End, Director and Partner, Albert J. Fitzgibbons
III, Director and Partner, Stephen M. McLean, Director and Partner, Judith A.
Witterschein, Vice President and Secretary and Stephen E. Hoey, Vice President
and Chief Financial Officer. The principal occupation of each of the directors
and officers of Stonington and Stonington II is management of the Fund. During
the last five years, none of the Reporting Persons or the individuals listed in
Item 2 has (i) been convicted in a criminal proceeding or (ii) been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws. The business address of each of the Reporting Persons
and the individuals listed in Item 2 is 767 Fifth Avenue, New York, New York
10153.
Each of the individuals listed in Item 2 is a citizen of the
United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The source of the purchase price for the Shares that are the
subject of this Statement and the Convertible Promissory Note described below
was a capital contribution from investors in the Fund.
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ITEM 4. PURPOSE OF THE TRANSACTION.
The acquisition of the Shares reported on this Statement is
the first step in a transaction the ultimate goal of which is to acquire 62.4%
of the outstanding Shares. On September 19, 1997, Phoenix entered into a Stock
and Note Purchase Agreement (the "Agreement") with the Company and Merisel
Americas, Inc., a Delaware corporation and wholly owned subsidiary of the
Company ("Merisel Americas"), pursuant to which Phoenix purchased from the
Company 4,901,316 Shares (the "Purchased Shares") for $14.9 million. Also
pursuant to the Agreement Phoenix acquired a Convertible Promissory Note (the
"Note") from the Company and Merisel Americas for $137.1 million. $123.9 million
of the Note matures on January 31, 1998 and $4.4 million matures on each of
March 10, 1998, 1999, and 2000, in each case unless converted into Shares prior
to maturity. The Note will automatically convert into approximately 45,098,684
Shares (the "Conversion Shares") (the Purchased Shares and the Conversion Shares
equal approximately 62.4% of the outstanding Shares) upon a favorable
stockholder vote and satisfaction of certain other conditions. The Agreement and
the Note are filed as Exhibits A and B, respectively, to this Statement. The
Fund has made a Hart-Scott-Rodino Pre-merger Notification filing with the U.S.
Department of Justice with respect to acquisition by Phoenix of the Conversion
Shares and, upon termination of the waiting period, Phoenix intends to convert a
portion of the Note into such number of Shares so as to increase its ownership
to 19.9% of the Shares outstanding immediately prior to the conversion.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the date of this Statement, the Reporting Persons
beneficially owned in the aggregate 4,901,316 Shares constituting 14.0% of the
then outstanding Shares after giving effect to the issuance (the percentage of
Shares owned being based upon 30,078,495 Shares outstanding at August 8, 1997 as
set forth in the Company's Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1997 plus the shares reported in this Statement). The
Reporting Persons may be deemed to have direct beneficial ownership of the
Shares as follows:
APPROXIMATE PERCENTAGE OF
NAME NUMBER OF SHARES THE THEN OUTSTANDING SHARES
- ---- ---------------- ---------------------------
Phoenix 4,901,316 14.0%
The Fund, as the sole member of Phoenix may be deemed to own
beneficially (as that term is defined in Rule 13d-3 under the Securities
Exchange Act of 1934) 4,901,316 Shares.
Stonington L.P., as the general partner of the Fund may be
deemed to own beneficially (as that term is defined in Rule 13d-3 under the
Securities Exchange Act of
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<PAGE>
1934) 4,901,316 Shares. Stonington L.P. disclaims beneficial ownership of such
Shares for all other purposes.
Stonington II, as the general partner of Stonington L.P. may
be deemed to own beneficially (as that term is defined in Rule 13d-3 under the
Securities Exchange Act of 1934) 4,901,316 Shares Stonington II disclaims
beneficial ownership of such Shares for all other purposes.
Stonington, as the management company of the Fund may be
deemed to own beneficially (as that term is defined in Rule 13-d under the
Securities Exchange Act of 1934) 4,901,316 Shares. Stonington disclaims
beneficial ownership of such Shares for all other purposes.
(b) Phoenix has the sole power to vote or direct the vote of
4,901,316 Shares and the sole power to dispose or direct the disposition of such
Shares. The Fund, Stonington L.P., Stonington II and Stonington may be deemed to
share with Phoenix the power to vote or to direct the vote and to dispose or to
direct the disposition of such Shares.
(c) Other than the purchase reported on this Statement, there
have been no transactions in the Shares by the Reporting Persons or the
individuals listed in Item I above during the past sixty days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
On September 19, 1997, Phoenix entered into the Agreement
pursuant to which Phoenix purchased from the Company the Purchased Shares for
$14.9 million. Also pursuant to the Agreement Phoenix acquired the Note for
$137.1. The Company and Merisel Americas also entered into a registration rights
agreement with Phoenix (the "Registration Rights Agreement"), which provides for
(i) the registration of the Note under certain circumstances including in the
event the Note has not been converted or repaid by January 31, 1998, and (ii)
registration of the Purchased Shares and the Conversion Shares. A copy of the
Registration Rights Agreement is filed as Exhibit C to this Statement.
To the best of the knowledge of the Reporting Persons, there
are no other contracts, arrangements, understandings or relationships (legal or
otherwise) among the Reporting Persons or between the Reporting Persons and any
other person with respect to any Shares or any other securities of the Company,
including but not limited to transfer or voting of any of the Shares or any
other securities of the Company, finder's fees, joint
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<PAGE>
ventures, loan or option arrangements, puts or calls, guarantees of profits or
loss, or the giving or withholding of proxies.
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<PAGE>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following Exhibits are filed herewith:
A. Stock and Note Purchase Agreement dated September 19, 1997
by and among Merisel, Inc., Merisel Americas, Inc. and Phoenix
Acquisition Company II, L.L.C. (Incorporated by reference to Exhibit
99.2 of the Form 8-K filed by Merisel, Inc. September 23, 1997.)
B. Convertible Promissory Note dated September 19, 1997 of
Merisel, Inc. and Merisel Americas, Inc. (Incorporated by reference to
Exhibit 99.3 of the Form 8-K filed by Merisel, Inc. September 23,
1997.)
C. Registration Rights Agreement dated September 19, 1997 by
and among Merisel, Inc., Merisel Americas, Inc. and Phoenix Acquisition
Company II, L.L.C. (Incorporated by reference to Exhibit 99.4 of the
Form 8-K filed by Merisel, Inc. September 23, 1997.)
D. Joint Filing Agreement.
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<PAGE>
SIGNATURES
After reasonable inquiry and to the best of their knowledge
and belief, the undersigned certify that the information contained in this
Statement is true, complete and correct.
Dated: September 29, 1997
PHOENIX ACQUISITION COMPANY II, L.L.C.
By: Stonington Capital Appreciation 1994
Fund, L.P., its sole member
By: Stonington Partners, L.P., its general partner
By: Stonington Partners, Inc. II, its general partner
By: /s/ Judith A. Witterschein
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Name: Judith A. Witterschein
Title: Vice President & Secretary
STONINGTON CAPITAL APPRECIATION 1994
FUND L.P.
By: Stonington Partners, L.P., its general partner
By: Stonington Partners, Inc. II, its general partner
By: /s/ Judith A. Witterschein
----------------------------------
Name: Judith A. Witterschein
Title: Vice President & Secretary
STONINGTON PARTNERS, L.P.
By: Stonington Partners, Inc. II, its general partner
By: /s/ Judith A. Witterschein
----------------------------------
Name: Judith A. Witterschein
Title: Vice President & Secretary
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<PAGE>
STONINGTON PARTNERS, INC. II
By: /s/ Judith A. Witterschein
----------------------------------
Name: Judith A. Witterschein
Title: Vice President & Secretary
STONINGTON PARTNERS, INC
By: /s/ Judith A. Witterschein
----------------------------------
Name: Judith A. Witterschein
Title: Vice President & Secretary
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<PAGE>
EXHIBIT INDEX
A. Stock and Note Purchase Agreement dated September 19, 1997
by and among Merisel, Inc., Merisel Americas, Inc. and Phoenix
Acquisition Company II, L.L.C. (Incorporated by reference to Exhibit
99.2 of the Form 8-K filed by Merisel, Inc. September 23, 1997.)
B. Convertible Promissory Note dated September 19, 1997 of
Merisel, Inc. and Merisel Americas, Inc. (Incorporated by reference to
Exhibit 99.3 of the Form 8-K filed by Merisel, Inc. September 23,
1997.)
C. Registration Rights Agreement dated September 19, 1997 by
and among Merisel, Inc., Merisel Americas, Inc. and Phoenix Acquisition
Company II, L.L.C. (Incorporated by reference to Exhibit 99.4 of the
Form 8-K filed by Merisel, Inc. September 23, 1997.)
D. Joint Filing Agreement.
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<PAGE>
EXHIBIT D
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange
Act of 1934, as amended, the persons named below agree to the joint filing on
behalf of each of them of a statement on Schedule 13D (including amendments
thereto) with respect to the common stock, par value $0.01 per share, of
Merisel, Inc. and further agree that this Joint Filing Agreement be included as
an Exhibit to such joint filing. In evidence thereof, the undersigned hereby
execute this Agreement this 29th day of September, 1997.
PHOENIX ACQUISITION COMPANY II, L.L.C.
By: Stonington Capital Appreciation 1994
Fund, L.P., its sole member
By: Stonington Partners, L.P., its general partner
By: Stonington Partners, Inc. II, its general partner
By: /s/ Judith A. Witterschein
----------------------------------
Name: Judith A. Witterschein
Title: Vice President & Secretary
STONINGTON CAPITAL APPRECIATION 1994
FUND L.P.
By: Stonington Partners, L.P., its general partner
By: Stonington Partners, Inc. II, its general partner
By: /s/ Judith A. Witterschein
----------------------------------
Name: Judith A. Witterschein
Title: Vice President & Secretary
STONINGTON PARTNERS, L.P.
By: Stonington Partners, Inc. II, its general partner
By: /s/ Judith A. Witterschein
----------------------------------
Name: Judith A. Witterschein
Title: Vice President & Secretary
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<PAGE>
STONINGTON PARTNERS, INC. II
By: /s/ Judith A. Witterschein
----------------------------------
Name: Judith A. Witterschein
Title: Vice President & Secretary
STONINGTON PARTNERS, INC
By: /s/ Judith A. Witterschein
----------------------------------
Name: Judith A. Witterschein
Title: Vice President & Secretary
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