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 29, 1997
MERISEL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-17156 95-4172359
------------------------ ----------- -------------------
(State or other juris- (Commission (I.R.S. Employer
diction of incorporation File Identification No.)
or organization) Number)
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 September 1, 1997, Merisel, Inc. (the "Company") issued the
press release attached hereto as Exhibit 99.1 announcing that it
had received an extension from the committee representing the
holders of its $125 million principal amount of 12.5% Senior
Notes, formally extending the expiration date of its exchange
offer to 5:00 p.m. New York City time on September 18, 1997, and
also announcing the receipt by the Company of a revised proposal
from Stonington Partners, Inc. ("Stonington Partners"), attached
hereto as Exhibit 99.2, amending Stonington Partners' previously
revised proposal of July 14, 1997 to acquire common stock of the
Company.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Press release dated September 2, 1997.
99.2 Letter from Stonington Partners to the
Company dated August 29, 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: September 2, 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 Noteholders Extend Agreement to Sept. 18
Continue Discussions To Improve Debt Restructuring
Stonington Submits Amended Proposal
El Segundo, Calif. (Sept. 2, 1997) -- Merisel, Inc. (NASDAQ:MSEL)
confirmed today that the Ad Hoc Noteholders' Committee
representing holders of the company's 12.5% Senior Notes has
extended its agreement with the company until Sept. 18, 1997,
which coincides with the date on which Merisel rescheduled its
special stockholder meeting to consider the original noteholder
agreement. The company also reported that discussions with
noteholders are continuing with respect to improving stockholder
consideration under the debt restructuring proposal, but no
agreement has been reached. A supplement detailing these recent
developments will be mailed to stockholders soon.
Separately, Merisel disclosed that it received a newly amended
proposal from Stonington Partners, Inc. on Aug. 29, 1997. The
amended Stonington proposal is made subject to the termination of
the noteholder debt restructuring agreement either with the
noteholders consent or by a negative stockholder vote.
Under its amended proposal, Stonington would loan $152 million to
the company in the form of a convertible debt instrument to
refinance existing operating company debt. The funds would be
exchanged for 10,000,000 shares of common stock at $15.20 per
share after giving effect to a one-for-five reverse split. These
shares would represent approximately 62.5 percent of the then
outstanding shares of stock. Stonington's amended proposal,
which was filed today as part of a form 8-K, also eliminated
certain payments which had been offered previously as incentives
to noteholders to terminate their agreement.
In connection with the receipt of the noteholder extension, the
company formally extended its exchange offer to 5:00 p.m., New
York City time, on Sept. 18, 1997. As of the close of business
on Aug. 29, 1997, the depositary and voting agent for the 12.5%
Senior Notes reported that $13,158,000 of the notes had been
tendered pursuant to the offer to exchange such notes for common
stock in the company. The tendered notes represent 10.5 percent
of the $125 million principal amount of notes outstanding.
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)), which is dedicated to
Sun Microsystems and related third-party products. @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.
EXHIBIT 99.2
Albert J. Fitzgibbons III
Partner
Stonington Partners, Inc.
767 Fifth Avenue
New York, New York 10153
212-339-8550
FAX 212-339-8585
STONGINGTON PARTNERS
August 29, 1997
Dwight A. Steffensen
Chairman and Chief Executive Officer
Merisel, Inc.
200 Continental Boulevard
El Segundo, California 90245-0984
Dear Dwight:
We refer to our August 8, 1997 letter to you in which we
proposed certain amendments to our July 14, 1997 letter (as
amended by our July 20 letter), to you regarding our proposal to
acquire newly issued shares of Merisel, Inc.
We propose to amend the number of Shares and the price
per share referred to in the second paragraph of the August 8th
letter and in the term sheet attached thereto under the caption
Conversion, to 10,000,000 Shares and $15.20 per share,
respectively.
In addition, our agreement contained in the third
paragraph of the August 8th letter with respect to Merisel,
Inc. s 12-1/2% Senior Notes and the payments to be made or rights
to be granted to the holders thereof and the amendments to be
made to the Indenture relating thereto is withdrawn.
We expect this letter to be promptly delivered to the
holders of the Senior Notes and the stockholders of Merisel, Inc.
Very truly yours,
/s/ Albert J. Fitzgibbons III
Albert J. Fitzgibbons III
