0001019687-11-003952.txt : 20111228 0001019687-11-003952.hdr.sgml : 20111228 20111228153244 ACCESSION NUMBER: 0001019687-11-003952 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20111228 DATE AS OF CHANGE: 20111228 GROUP MEMBERS: SAINTS CAPITAL GRANITE, L.P. GROUP MEMBERS: SAINTS CAPITAL GRANITE, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MERISEL INC /DE/ CENTRAL INDEX KEY: 0000724941 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 954172359 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40042 FILM NUMBER: 111283891 BUSINESS ADDRESS: STREET 1: 127 WEST 30TH STREET CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: 212-594-4800 MAIL ADDRESS: STREET 1: 127 WEST 30TH STREET CITY: NEW YORK STATE: NY ZIP: 10001 FORMER COMPANY: FORMER CONFORMED NAME: SOFTSEL COMPUTER PRODUCTS INC DATE OF NAME CHANGE: 19910509 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SAINTS CAPITAL GRANITE, L.P. CENTRAL INDEX KEY: 0001520041 IRS NUMBER: 800707408 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 475 SANSOME STREET STREET 2: SUITE 1850 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 415.395.2897 MAIL ADDRESS: STREET 1: 475 SANSOME STREET STREET 2: SUITE 1850 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 SC 13D/A 1 saintscap_13da1-122711.htm SCHEDULE 13D saintscap_13da1-122711.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
 
SCHEDULE 13D/a
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-l(a) AND AMENDMENTS THERETO FILED PURSUANT
TO RULE 13d-2(a)

(Amendment No. 1)


MERISEL, INC.
(Name of Issuer)
 

 
Common Stock, $0.01 Par Value Per Share
(Title of Class of Securities)


589849108
(CUSIP number)

Robert Keppler
Saints Capital Granite, L.P.
475 Sansome Street, Suite 1850
San Francisco, CA 94111
(415) 773-2080
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 27, 2011
(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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ¨.

________________________________
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
 
 
 
 
 

CUSIP No. 589849108
13D/a
Page 2 of 6 pages

 
1.
NAMES OF REPORTING PERSONS
 
Saints Capital Granite, L.P.
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  ¨
(b)  ¨
3.
SEC USE ONLY
 
4.
SOURCE OF FUNDS
OO
 
5.
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
 
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
 OWNED BY EACH
REPORTING
PERSON WITH
7.
SOLE VOTING POWER   5,000,000
8.
SHARED VOTING POWER    0
9.
SOLE DISPOSITIVE POWER  5,000,000
10.
SHARED DISPOSITIVE POWER  0
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,000,000
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    ¨
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
 
69.3%
14.
TYPE OF REPORTING PERSON
 
PN
 

 
 
 
 
CUSIP No. 589849108
13D/a
Page 3 of 6 pages
 
 
1.
NAMES OF REPORTING PERSONS
 
Saints Capital Granite, LLC
  
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)  ¨
(b)  ¨
  
3.
SEC USE ONLY
  
4.
SOURCE OF FUNDS
OO
  
 
5.
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
 
  
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
  
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
7.
SOLE VOTING POWER   5,000,000
8.
SHARED VOTING POWER    0
9.
SOLE DISPOSITIVE POWER  5,000,000
10.
SHARED DISPOSITIVE POWER  0
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
5,000,000
  
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    ¨
  
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
 
69.3%
  
14.
TYPE OF REPORTING PERSON
 
OO
  

 
 
 
 
 
CUSIP No. 589849108
13D/a
Page 4 of 6 pages

 
This Amendment No. 1 (this “Amendment”) to Schedule 13D is filed by the undersigned to amend and supplement the Schedule 13 (the “Original Schedule 13D”), filed on May 20, 2011, with respect to the common stock, $0.01 par value per share (“Common Stock”), of Merisel, Inc., a Delaware corporation (“Merisel”), which has its principal executive offices at 127 West 30th Street, 5th Floor, New York, New York 10001.  Defined terms used in this Amendment but not otherwise defined herein shall have the meanings ascribed to them in the Original Schedule 13D.
 
Item 3.               Source and Amount of Funds
 
The response set forth in Item 3 of the Original Schedule 13D is hereby amended and supplemented by adding the following sentence:
 
The aggregate purchase price for the shares of Common Stock proposed to be acquired in the letter described below under Item 4 would be approximately $3,000,000.  All of such funds are expected to come from the operating assets of SCGLP.
 
Item 4.               Purpose of the Transaction
 
The response set forth in Item 4 of the Original Schedule 13D is hereby amended and supplemented by adding the following two sentences:
 
On December 27, 2011, SCGLP delivered a letter to the special committee of the board of directors of Merisel in which it proposed to acquire the remaining 30.7% of the shares of Common Stock that it does not already own.  A copy of the letter to the special committee from SCGLP is attached hereto as Exhibit 1 and incorporated herein by reference.
 
Item 7.               Material to be Filed as Exhibits
 
The response set forth in Item 7 of the Original Schedule 13D is hereby amended and restate in its entirety as follows:
 
Exhibit 1
Letter to the Special Committee of the Board of Directors of Merisel, Inc., dated December 28, 2011, from Saints Capital Granite, L.P.
 
Exhibit 2
Joint Filing Agreement, dated May 20, 2011, by and between Saints Capital Granite, L.P. and Saints Capital Granite, LLC (previous filed as Exhibit 1 to the Schedule 13D of Saints Capital Granite, L.P. and Saints Capital Granite, LLC filed on May 20, 2011 and incorporated herein by reference).
 
 
 
 
CUSIP No. 589849108
13D/a
Page 5 of 6 pages

SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 1 to Schedule 13D is true, complete and correct.
 
 
Date:  December 28, 2011


  SAINTS CAPITAL GRANITE, L.P.
     
  By:   SAINTS CAPITAL GRANITE, LLC,
  a Delaware limited liability company,  its general partner
     
  By: /s/ Kenneth B. Sawyer
   
Name: Kenneth B. Sawyer
 
  
Title: Managing Member
     
     
     
  SAINTS CAPITAL GRANITE, LLC,
  a Delaware limited liability company
     
  By: /s/ Kenneth B. Sawyer
   
Name: Kenneth B. Sawyer
   
Title: Managing Member


 
 
 
CUSIP No. 589849108
13D/a
Page 6 of 6 pages
 
Exhibit 1
 
Saints Capital Granite, L.P.
475 Sansome Street, Suite 1850
San Francisco, CA 94111
 

 
December 28, 2011
 
Merisel, Inc.
127 W. 30th Street, 5th Floor
New York, NY 10001
 
 
Attn:  Special Committee of the Board of Directors
 
 
To the Special Committee:
 
Following our recent discussions, Saints Capital Granite, L.P. (Saints Capital) is pleased to confirm its proposal to acquire the outstanding shares of common stock of Merisel, Inc. not currently owned by Saints Capital at a purchase price of $1.35 per share.
 
We believe that our offer is fair to and in the best interest of Merisel and its public shareholders. Although this transaction does not represent a change of control, this offer price represents a premium in excess of 100% to the average closing price of Merisel common stock for the 20 trading days ending on December 27, 2011.
 
We anticipate that the deal would be structured as a tender offer or merger between Merisel and a direct or indirect wholly owned subsidiary Saints Capital.  Consummation of the transaction would be expressly conditioned on the proposed acquisition being supported by holders of a majority of the shares of Merisel common stock not currently owned by Saints Capital.  The definitive transaction documentation would also make clear that Saints Capital would have a termination right in the event that the transaction becomes subject to shareholder litigation.  The transaction would be financed out of our available cash and not require any third-party financing.
 
We understand that Board of Directors of Merisel has, with our support, formed a special committee of independent directors to respond to our proposal on behalf of Merisel’s public shareholders. We further understand that the special committee has retained its own legal and financial advisors to assist in its review. We confirm that we will not move forward with our proposed transaction unless it is approved by the special committee.
 
We are available to discuss this proposal with you at your convenience. Our entire team looks forward to working with the special committee and its legal and financial advisors to complete a mutually acceptable transaction.
 
As you would expect, our proposal is subject to successful negotiation of definitive transaction documentation. Of course, no contract or agreement will exist between Saints Capital and Merisel unless and until a definitive merger agreement is executed and delivered by both parties.
 
You should note that, concurrently with sending this proposal to you, we are filing an amendment to our Schedule 13D with the Securities and Exchange Commission.
 
Thank you for your consideration.
 
 
Sincerely,


/s/ Joseph Yang