content: 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): October 27, 2000
  
  
                                    MERISEL, INC.
                 (Exact Name of Registrant as Specified in Charter)
  
           Delaware                  0-17156                       95-4172359
  (State or Other Jurisdiction    (Commission File              (I.R.S. Employer
         of Incorporation)            Number)                  Identification No.)
  
  
  
            200 Continental Boulevard, El Segundo, California 90245-0948
                 (Address of Principal Executive Offices) (Zip Code)
  
                                 (310) 615-3080
                (Registrant's Telephone Number, Including Area Code)
  
  
                                   Not applicable
          (Registrant's Name or Former Address, if Changed Since Last Report)
  
  
  <PAGE>
  
  
  
                                                                    10
  Item 2.  Acquisition or Disposition of Assets.
  
                    On October 30, 2000,  Merisel announced that Merisel,  Inc., a
  Delaware  corporation  (the  "Company"),  Merisel  Americas,  Inc.,  a  Delaware
  corporation  ("Americas"),  and Arrow Electronics,  Inc., a New York corporation
  ("Arrow"),  had completed the sale by Americas of the outstanding  capital stock
  of Merisel Open Computing  Alliance,  Inc. ("MOCA") to Arrow pursuant to a Stock
  Sale Agreement, dated as of September 15, 2000 (the "Stock Sale Agreement"). The
  Stock Sale Agreement  provided for a purchase price of $110 million,  subject to
  adjustments  based on changes in working  capital  reflected  on MOCA's  closing
  balance  sheet,  plus an  additional  amount  up to  $37.5  million  based  upon
  development  with  respect  to MOCA's  business  by the end of March  2001.  The
  preliminary  purchase  price was  approximately  $191.2  million of which  $18.5
  million will be paid by Arrow on a deferred basis,  subject to the collection of
  specified customer accounts  receivable and returning of certain inventory,  and
  approximately  $57.5 million was for amounts outstanding under the Merisel asset
  securitization  facility.  Based on the preliminary purchase price, the Company
  expects to realize a gain of approximately  $27.4 million from the sale of MOCA,
  without  including the potential  additional  $37.5 million.  The final purchase
  price will be adjusted for actual working capital amounts as of the closing date
  determined  within 60 days of closing.  These adjustments are not expected to be
  material.
  
                    In connection  with the  transaction,  the Company,  Americas,
  MOCA and Arrow have  entered into a transition  services  agreement  pursuant to
  which   Americas   will  provide   logistics   management,   order   processing,
  configuration and information technology services to MOCA for an initial term of
  six months.
  
                    The Stock  Sale  Agreement,  which was  previously  filed,  is
  incorporated by reference into this Item 2.
  
  
  
  Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.
  
  
       (a)    Financial Statements of Business Acquired.
  
              Not Applicable
  
       (b)    Pro Forma Financial Information
  
              The following  unaudited pro forma  financial  statements  are filed
  with this report:
  <PAGE>
  
              Pro  Forma  Condensed  Consolidated  Balance  Sheet  as of June  30,
              2000.........................................................Page  4
              Pro  Forma  Condensed  Consolidated  Statements  of Operations:
                         Six Months Ended June 30, 2000.....................Page 5
                         Year Ended December 31, 1999.......................Page 6
              Notes to Unaudited Pro Forma Condensed Consolidated
                         Financial Statements ............................Page 7-8
  
              The unaudited Pro Forma Condensed  Consolidated Balance Sheet of the
       Company as of June 30, 2000 reflects the financial  position of the Company
       after giving effect to the  disposition  of MOCA as discussed in Item 2 and
       assumes the  disposition  took place on June 30, 2000.  The  unaudited  Pro
       Forma  Condensed  Consolidated  Statements of Operations for the year ended
       December  31,  1999 and the six months  ended June 30, 2000 assume that the
       disposition  occurred  on the first date of the period  presented,  and are
       based on the operations of the Company for the year ended December 31, 1999
       and the six months ended June 30, 2000.
  
              The unaudited pro forma condensed  consolidated financial statements
       presented  herein  are shown  for  illustrative  purposes  only and are not
       necessarily  indicative of the future financial  position or future results
       of  operations of the Company,  or of the financial  position or results of
       operations  of the  Company  that  would  have  actually  occurred  had the
       transaction  occurred as of the date or as of the first date of the periods
       presented.
  
              The unaudited pro forma condensed  consolidated financial statements
       should be read in conjunction with the historical  financial statements and
       related notes of the Company for the year ended  December 31, 1999 as filed
       on Form 10-K and for the six months  ended  June 30,  2000 as filed on Form
       10-Q.
  
  (c)  Exhibits:
  
           2.1      Stock Sale  Agreement,  dated as of September 15, 2000, by and
                    among Merisel, Inc., a Delaware corporation, Merisel Americas,
                    Inc., a Delaware corporation,  and Arrow Electronics,  Inc., a
                    New York  corporation  (incorporated by reference to Form 8-K,
                    File No. 0-17156, filed by Merisel on September 22, 2000).
  
  
  
  <PAGE>
  <TABLE>
  <CAPTION>
  
  
  
  
                           PRO FORMA FINANCIAL INFORMATION
  
                           MERISEL, INC. AND SUBSIDIARIES
              UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
                                    JUNE 30, 2000
                                   (In thousands)
                                     (Unaudited)
  
                                                                            Pro Forma Adjustments
                                                                    ---------------------------------------
                                                 Historical
                                                   6/30/00              MOCA          (a)       Other             Pro Forma
                                              -----------------     -----------------      ----------------      -----------------
  
  <S>                                         <C>                    <C>                    <C>                   <C>
  Current Assets:
  Cash and cash equivalents                         $  36,448                                  $  94,966    (b)      $   131,414
  Accounts receivable (net of allowances)             214,516             $  89,082               18,531    (c)          143,965
  Inventories                                         193,764                51,844                                      141,920
  Prepaid expenses and other current assets             7,740                   667                                        7,073
  Deferred income taxes                                   892                                                                892
                                              -----------------     -----------------      ----------------      -----------------
     Total current assets                             453,360               141,593              113,497                 425,264
  Property and Equipment, Net                          75,501                   609                                       74,892
  Cost in Excess of Net Assets Acquired, Net            3,784                                                              3,784
  Other Assets                                            362                                                                362
                                              -----------------     -----------------      ----------------      -----------------
  Total Assets                                     $  533,007            $  142,202           $  113,497             $   504,302
                                              =================     =================      ================      =================
  
  
  
  Current Liabilities:
  Accounts payable                                    305,153                54,690                                      250,463
  Accrued liabilities                                  55,104                 6,645                2,500    (d)           50,959
  Long-term debt and capitalized lease
     obligations - current                              5,904                                                              5,904
                                              -----------------     -----------------      ----------------      -----------------
     Total current liabilities                        366,161                61,335                2,500                 307,326
  Long-Term Debt                                       87,500                                                             87,500
  Capitalized Lease Obligations                           223                                                                223
                                              -----------------     -----------------      ----------------      -----------------
     Total Liabilities                                453,884                61,335                2,500                 395,049
  
  Stockholder's Equity                                 79,123                80,867              110,997                 109,253
                                              -----------------     -----------------      ----------------      -----------------
  Total Liabilities and Stockholders' Equity       $  533,007            $  142,202           $  113,497             $   504,302
                                              =================     =================      ================      =================
  
  
   See  accompanying  notes to unaudited pro forma  condensed consolidated financial statements.
  
  </TABLE>
  
  
  
  <PAGE>
  <TABLE>
  <CAPTION>
  
  
  
  
  
  
                           PRO FORMA FINANCIAL INFORMATION
  
                           MERISEL, INC. AND SUBSIDIARIES
                     UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
                               STATEMENT OF OPERATIONS
                       FOR THE SIX MONTHS ENDED JUNE 30, 2000
                        (In thousands, except per share data)
  
  
                                                                            Pro Forma Adjustments
                                                                    ---------------------------------------
                                                  Historical
                                                   6/30/00              MOCA          (a)       Other             Pro Forma
                                               ----------------     -----------------      ----------------      -----------------
  
  <S>                                          <C>                  <C>                     <C>                  <C>
  Net Sales                                    $   2,091,608                558,760                              $   1,532,848
  Cost of Sales                                    1,992,972                524,891                                  1,468,081
                                               ----------------     -----------------      ----------------      -----------------
  Gross Profit                                        98,636                 33,869                                     64,767
  Selling, General & Administrative Expenses         109,361                 18,500        $       5,816    (b)         96,677
  Impairment Losses                                   19,487                                                            19,487
                                               ----------------     -----------------      ----------------      -----------------
  Operating (Loss) Income                            (30,212)                15,369               (5,816)              (51,397)
  Interest Expense                                     8,574                  2,994                2,994    (c)         8,574
  Other Expense, Net                                  12,902                  4,732                                      8,170
                                               ----------------     -----------------      ----------------      -----------------
  (Loss) Income Before Income Taxes and
  extraordinary item                                 (51,688)                 7,643               (8,810)              (68,141)
  Income Tax Expense                                     313                     87                                        226
                                               ----------------     -----------------      ----------------      -----------------
  Net (Loss) Income before extraordinary item  $     (52,001)         $       7,556        $      (8,810)       $      (68,367)
                                               ================     =================      ================      =================
  
  Net Loss Per Share before extraordinary              (0.65)                                                            (0.85)
  item
                                               ================     =================      ================      =================
  
  Weighted Average Number of Shares
     Outstanding                                      80,299                                                            80,299
                                               ================     =================      ================      =================
  
  
  
  
     See  accompanying  notes to unaudited pro forma  condensed consolidated financial statements.
  </TABLE>
  
  
  <PAGE>
  <TABLE>
  <CAPTION>
  
  
  
  
                           PRO FORMA FINANCIAL INFORMATION
  
                           MERISEL, INC. AND SUBSIDIARIES
                     UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
                               STATEMENT OF OPERATIONS
                    FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1999
                        (In thousands, except per share data)
  
  
                                                                            Pro Forma Adjustments
                                                                    ---------------------------------------
                                                  Historical
                                                   12/31/99             MOCA          (a)       Other             Pro Forma
                                               ----------------     -----------------      ----------------      -----------------
  <S>                                          <C>                  <C>                    <C>                  <C>
  
  Net Sales                                    $   5,188,679      $         957,283                              $   4,231,396
  Cost of Sales                                    4,947,626                901,531                                  4,046,095
                                               ----------------     -----------------      ----------------      -----------------
  Gross Profit                                       241,053                 55,752                                    185,301
  Selling, General & Administrative Expenses         235,471                 33,281        $      9,807    (b)         211,997
  Litigation-Related Charge                           12,000                                                            12,000
  Restructuring Charge                                 3,200                                                             3,200
  Impairment Losses                                    3,800                                                             3,800
                                               ----------------     -----------------      ----------------      -----------------
  Operating (Loss) Income                            (13,418)                22,471              (9,807)               (45,696)
  Interest Expense                                    17,849                  4,656               4,656    (c)         17,849
  Other Expense, Net                                  28,962                  7,391                                     21,571
                                               ----------------     -----------------      ----------------      -----------------
  (Loss) Income Before Income Taxes and
  extraordinary item                                 (60,229)                10,424             (14,463)               (85,116)
  Income Tax Expense                                     939                                                               939
                                               ================     =================      ================      =================
  Net (Loss) Income before extraordinary item  $     (61,168)        $       10,424        $    (14,463)      $        (86,055)
                                               ================     =================      ================      =================
  
  Net Loss Per Share before extraordinary              (0.76)                                                            (1.07)
  item
  
  Weighted Average Number of Shares
     Outstanding                                      80,279                                                            80,279
                                               ================     =================      ================      =================
  
  
  
     See  accompanying  notes to unaudited pro forma  condensed consolidated financial statements.
  
  </TABLE>
  
  
  <PAGE>
  
  
  Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements
  
  1.   General
  
  The foregoing unaudited pro forma condensed  consolidated  financial  statements
  illustrate  the effect of the sale by the  Company of MOCA  pursuant  to a Stock
  Sale Agreement among the Company, Merisel Americas, Inc., and Arrow Electronics,
  Inc. At June 30, 2000 the purchase  price would have been  approximately  $183.5
  million,  of  which  approximately  $18.5  million  would  be paid by Arrow on a
  deferred basis, subject to the collection of certain specified customer accounts
  receivable and returning of certain inventory,  and approximately  $70.0 million
  would have been for amounts  outstanding under the Merisel asset  securitization
  facility.  Assuming the transaction was completed on June 30, 2000, the Company
  would  have  realized  a $30.1  million  gain  from the  sale of  MOCA,  without
  including the potential additional $37.5 million, as follows:
  
                                                                   (in thousands)
  Estimated purchase price                                            $183,535
  Less pay down of asset securitization                                 70,038
  Less estimated MOCA equity                                            80,867
  Less estimated direct costs associated with transaction                2,500
                                                               -------------------
  
  Estimated gain on sale of MOCA                                      $ 30,130
                                                               ===================
  
  
  2.   Adjustments to Pro Forma Balance Sheet
  
  (a)  MOCA - Represents  the  historical  unaudited  June 30, 2000 balances for
       MOCA which are eliminated to reflect the sale of MOCA to Arrow.
  
  (b)  Cash - Consists  of cash  proceeds  resulting  from the sale of MOCA net of
       cash  retained by Arrow pending the  collection of  specifically-identified
       MOCA accounts receivable and the return of certain inventory.
  
  (c)  Accounts  Receivable  - Consists  of cash  retained  by Arrow  pending  the
       collection of specifically-identified MOCA accounts receivable and the
       return of certain inventory.
  
  (d) Accrued Liabilities - Consists of estimated direct costs associated with the
      sale of MOCA  including  but not  limited to legal,  accounting  and
      investment banking fees.
  
  
  3.   Adjustments to Pro Forma Income Statement for the Six Months Ended June 30,
       2000
  <PAGE>
  
  (a)  MOCA - Represents  the  historical  unaudited  balances for MOCA for the
       six months  ended June 30, 2000 which are  eliminated  to reflect the sale
       of MOCA to Arrow.
  
  (b)  Selling,  General and Administrative Expenses - Consists of corporate costs
       allocated  by the  Company  to  MOCA  (corporate  overhead,  administrative
       expenses,  etc.)  that  would not have been  eliminated  due to the sale of
       MOCA.
  
  (c)  Interest Expense - Consists of interest expense allocated by the Company to
       MOCA  (related  to  outstanding  Senior  Notes)  that  would  not have been
       eliminated due to the sale of MOCA.
  
  4.   Adjustments to Pro Forma Income Statement for the Year Ended December 31,
       1999
  
  (a)  MOCA - Represents the historical  unaudited balances for MOCA for the year
       ended December 31, 1999 which are eliminated to reflect the sale of MOCA to
       Arrow.
  
  (b)  Selling,  General and Administrative  Expense - Consists of corporate costs
       allocated  by the  Company  to  MOCA  (corporate  overhead,  administrative
       expenses,  etc.)  that  would not have been  eliminated  due to the sale of
       MOCA.
  
  (c)  Interest Expense - Consists of interest expense allocated by the Company to
       MOCA  (related  to  outstanding  Senior  Notes)  that  would  not have been
       eliminated due to the sale of MOCA.
  
  
  
  <PAGE>
  
  
  
  
                                      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 hereunto duly authorized.
  
  
  
  
                                     MERISEL, INC.
  
  
  
                                     By:      ______________________________
                                              TIMOTHY N. JENSON
                                              Executive Vice President and Chief
                                              Financial Officer
  
  
  Date:    November 13, 2000
  
  
  
  <PAGE>
  
  
                                    EXHIBIT INDEX
  
  Exhibit
  Designation                Nature of Exhibit
  
  
           2.1               Stock Sale Agreement,  dated as of September 15,
                             2000, by and among Merisel,  Inc., a Delaware
                             corporation, Merisel  Americas,  Inc.,  a Delaware
                             corporation,  and Arrow  Electronics,  Inc.,  a New
                             York  corporation (incorporated by reference to Form
                             8-K, File No. 0-17156, filed by Merisel on September
                             22, 2000).
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "0001.txt", "description": "FORM 8-K FOR MERISEL, INC.", "secsgml_size_bytes": 23256}]
metadata_filer: {"company-data": {"conformed-name": "MERISEL INC /DE/", "cik": "0000724941", "assigned-sic": "5045", "irs-number": "954172359", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-17156", "film-number": "761858"}, "business-address": {"street1": "200 CONTINENTAL BLVD", "city": "EL SEGUNDO", "state": "CA", "zip": "90245-0984", "phone": "3106153080"}, "mail-address": {"street1": "200 CONTINENTAL BLVD", "city": "EL SEGUNDO", "state": "CA", "zip": "90245-0984"}, "former-company": {"former-conformed-name": "SOFTSEL COMPUTER PRODUCTS INC", "date-changed": "19910509"}}
text: 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): October 27, 2000
  
                                    MERISEL, INC.
                 (Exact Name of Registrant as Specified in Charter)
  
           Delaware                  0-17156                       95-4172359
  (State or Other Jurisdiction    (Commission File              (I.R.S. Employer
         of Incorporation)            Number)                  Identification No.)
  
            200 Continental Boulevard, El Segundo, California 90245-0948
                 (Address of Principal Executive Offices) (Zip Code)
  
                                 (310) 615-3080
                (Registrant's Telephone Number, Including Area Code)
  
                                   Not applicable
          (Registrant's Name or Former Address, if Changed Since Last Report)
  10
  Item 2.  Acquisition or Disposition of Assets.
  
                    On October 30, 2000,  Merisel announced that Merisel,  Inc., a
  Delaware  corporation  (the  "Company"),  Merisel  Americas,  Inc.,  a  Delaware
  corporation  ("Americas"),  and Arrow Electronics,  Inc., a New York corporation
  ("Arrow"),  had completed the sale by Americas of the outstanding  capital stock
  of Merisel Open Computing  Alliance,  Inc. ("MOCA") to Arrow pursuant to a Stock
  Sale Agreement, dated as of September 15, 2000 (the "Stock Sale Agreement"). The
  Stock Sale Agreement  provided for a purchase price of $110 million,  subject to
  adjustments  based on changes in working  capital  reflected  on MOCA's  closing
  balance  sheet,  plus an  additional  amount  up to  $37.5  million  based  upon
  development  with  respect  to MOCA's  business  by the end of March  2001.  The
  preliminary  purchase  price was  approximately  $191.2  million of which  $18.5
  million will be paid by Arrow on a deferred basis,  subject to the collection of
  specified customer accounts  receivable and returning of certain inventory,  and
  approximately  $57.5 million was for amounts outstanding under the Merisel asset
  securitization  facility.  Based on the preliminary purchase price, the Company
  expects to realize a gain of approximately  $27.4 million from the sale of MOCA,
  without  including the potential  additional  $37.5 million.  The final purchase
  price will be adjusted for actual working capital amounts as of the closing date
  determined  within 60 days of closing.  These adjustments are not expected to be
  material.
  
                    In connection  with the  transaction,  the Company,  Americas,
  MOCA and Arrow have  entered into a transition  services  agreement  pursuant to
  which   Americas   will  provide   logistics   management,   order   processing,
  configuration and information technology services to MOCA for an initial term of
  six months.
  
                    The Stock  Sale  Agreement,  which was  previously  filed,  is
  incorporated by reference into this Item 2.
  
  Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.
  
       (a)    Financial Statements of Business Acquired.
  
              Not Applicable
  
       (b)    Pro Forma Financial Information
  
              The following  unaudited pro forma  financial  statements  are filed
  with this report:
  Pro  Forma  Condensed  Consolidated  Balance  Sheet  as of June  30,
              2000.........................................................Page  4
              Pro  Forma  Condensed  Consolidated  Statements  of Operations:
                         Six Months Ended June 30, 2000.....................Page 5
                         Year Ended December 31, 1999.......................Page 6
              Notes to Unaudited Pro Forma Condensed Consolidated
                         Financial Statements ............................Page 7-8
  
              The unaudited Pro Forma Condensed  Consolidated Balance Sheet of the
       Company as of June 30, 2000 reflects the financial  position of the Company
       after giving effect to the  disposition  of MOCA as discussed in Item 2 and
       assumes the  disposition  took place on June 30, 2000.  The  unaudited  Pro
       Forma  Condensed  Consolidated  Statements of Operations for the year ended
       December  31,  1999 and the six months  ended June 30, 2000 assume that the
       disposition  occurred  on the first date of the period  presented,  and are
       based on the operations of the Company for the year ended December 31, 1999
       and the six months ended June 30, 2000.
  
              The unaudited pro forma condensed  consolidated financial statements
       presented  herein  are shown  for  illustrative  purposes  only and are not
       necessarily  indicative of the future financial  position or future results
       of  operations of the Company,  or of the financial  position or results of
       operations  of the  Company  that  would  have  actually  occurred  had the
       transaction  occurred as of the date or as of the first date of the periods
       presented.
  
              The unaudited pro forma condensed  consolidated financial statements
       should be read in conjunction with the historical  financial statements and
       related notes of the Company for the year ended  December 31, 1999 as filed
       on Form 10-K and for the six months  ended  June 30,  2000 as filed on Form
       10-Q.
  
  (c)  Exhibits:
  
           2.1      Stock Sale  Agreement,  dated as of September 15, 2000, by and
                    among Merisel, Inc., a Delaware corporation, Merisel Americas,
                    Inc., a Delaware corporation,  and Arrow Electronics,  Inc., a
                    New York  corporation  (incorporated by reference to Form 8-K,
                    File No. 0-17156, filed by Merisel on September 22, 2000).
  PRO FORMA FINANCIAL INFORMATION
  
                           MERISEL, INC. AND SUBSIDIARIES
              UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
                                    JUNE 30, 2000
                                   (In thousands)
                                     (Unaudited)
  
                                                                            Pro Forma Adjustments
                                                                    ---------------------------------------
                                                 Historical
                                                   6/30/00              MOCA          (a)       Other             Pro Forma
                                              -----------------     -----------------      ----------------      -----------------
  Current Assets:
  Cash and cash equivalents                         $  36,448                                  $  94,966    (b)      $   131,414
  Accounts receivable (net of allowances)             214,516             $  89,082               18,531    (c)          143,965
  Inventories                                         193,764                51,844                                      141,920
  Prepaid expenses and other current assets             7,740                   667                                        7,073
  Deferred income taxes                                   892                                                                892
                                              -----------------     -----------------      ----------------      -----------------
     Total current assets                             453,360               141,593              113,497                 425,264
  Property and Equipment, Net                          75,501                   609                                       74,892
  Cost in Excess of Net Assets Acquired, Net            3,784                                                              3,784
  Other Assets                                            362                                                                362
                                              -----------------     -----------------      ----------------      -----------------
  Total Assets                                     $  533,007            $  142,202           $  113,497             $   504,302
                                              =================     =================      ================      =================
  
  Current Liabilities:
  Accounts payable                                    305,153                54,690                                      250,463
  Accrued liabilities                                  55,104                 6,645                2,500    (d)           50,959
  Long-term debt and capitalized lease
     obligations - current                              5,904                                                              5,904
                                              -----------------     -----------------      ----------------      -----------------
     Total current liabilities                        366,161                61,335                2,500                 307,326
  Long-Term Debt                                       87,500                                                             87,500
  Capitalized Lease Obligations                           223                                                                223
                                              -----------------     -----------------      ----------------      -----------------
     Total Liabilities                                453,884                61,335                2,500                 395,049
  
  Stockholder's Equity                                 79,123                80,867              110,997                 109,253
                                              -----------------     -----------------      ----------------      -----------------
  Total Liabilities and Stockholders' Equity       $  533,007            $  142,202           $  113,497             $   504,302
                                              =================     =================      ================      =================
  
   See  accompanying  notes to unaudited pro forma  condensed consolidated financial statements.
  PRO FORMA FINANCIAL INFORMATION
  
                           MERISEL, INC. AND SUBSIDIARIES
                     UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
                               STATEMENT OF OPERATIONS
                       FOR THE SIX MONTHS ENDED JUNE 30, 2000
                        (In thousands, except per share data)
  
                                                                            Pro Forma Adjustments
                                                                    ---------------------------------------
                                                  Historical
                                                   6/30/00              MOCA          (a)       Other             Pro Forma
                                               ----------------     -----------------      ----------------      -----------------
  Net Sales                                    $   2,091,608                558,760                              $   1,532,848
  Cost of Sales                                    1,992,972                524,891                                  1,468,081
                                               ----------------     -----------------      ----------------      -----------------
  Gross Profit                                        98,636                 33,869                                     64,767
  Selling, General & Administrative Expenses         109,361                 18,500        $       5,816    (b)         96,677
  Impairment Losses                                   19,487                                                            19,487
                                               ----------------     -----------------      ----------------      -----------------
  Operating (Loss) Income                            (30,212)                15,369               (5,816)              (51,397)
  Interest Expense                                     8,574                  2,994                2,994    (c)         8,574
  Other Expense, Net                                  12,902                  4,732                                      8,170
                                               ----------------     -----------------      ----------------      -----------------
  (Loss) Income Before Income Taxes and
  extraordinary item                                 (51,688)                 7,643               (8,810)              (68,141)
  Income Tax Expense                                     313                     87                                        226
                                               ----------------     -----------------      ----------------      -----------------
  Net (Loss) Income before extraordinary item  $     (52,001)         $       7,556        $      (8,810)       $      (68,367)
                                               ================     =================      ================      =================
  
  Net Loss Per Share before extraordinary              (0.65)                                                            (0.85)
  item
                                               ================     =================      ================      =================
  
  Weighted Average Number of Shares
     Outstanding                                      80,299                                                            80,299
                                               ================     =================      ================      =================
  
     See  accompanying  notes to unaudited pro forma  condensed consolidated financial statements.
  PRO FORMA FINANCIAL INFORMATION
  
                           MERISEL, INC. AND SUBSIDIARIES
                     UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
                               STATEMENT OF OPERATIONS
                    FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1999
                        (In thousands, except per share data)
  
                                                                            Pro Forma Adjustments
                                                                    ---------------------------------------
                                                  Historical
                                                   12/31/99             MOCA          (a)       Other             Pro Forma
                                               ----------------     -----------------      ----------------      -----------------
  Net Sales                                    $   5,188,679      $         957,283                              $   4,231,396
  Cost of Sales                                    4,947,626                901,531                                  4,046,095
                                               ----------------     -----------------      ----------------      -----------------
  Gross Profit                                       241,053                 55,752                                    185,301
  Selling, General & Administrative Expenses         235,471                 33,281        $      9,807    (b)         211,997
  Litigation-Related Charge                           12,000                                                            12,000
  Restructuring Charge                                 3,200                                                             3,200
  Impairment Losses                                    3,800                                                             3,800
                                               ----------------     -----------------      ----------------      -----------------
  Operating (Loss) Income                            (13,418)                22,471              (9,807)               (45,696)
  Interest Expense                                    17,849                  4,656               4,656    (c)         17,849
  Other Expense, Net                                  28,962                  7,391                                     21,571
                                               ----------------     -----------------      ----------------      -----------------
  (Loss) Income Before Income Taxes and
  extraordinary item                                 (60,229)                10,424             (14,463)               (85,116)
  Income Tax Expense                                     939                                                               939
                                               ================     =================      ================      =================
  Net (Loss) Income before extraordinary item  $     (61,168)        $       10,424        $    (14,463)      $        (86,055)
                                               ================     =================      ================      =================
  
  Net Loss Per Share before extraordinary              (0.76)                                                            (1.07)
  item
  
  Weighted Average Number of Shares
     Outstanding                                      80,279                                                            80,279
                                               ================     =================      ================      =================
  
     See  accompanying  notes to unaudited pro forma  condensed consolidated financial statements.
  Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements
  
  1.   General
  
  The foregoing unaudited pro forma condensed  consolidated  financial  statements
  illustrate  the effect of the sale by the  Company of MOCA  pursuant  to a Stock
  Sale Agreement among the Company, Merisel Americas, Inc., and Arrow Electronics,
  Inc. At June 30, 2000 the purchase  price would have been  approximately  $183.5
  million,  of  which  approximately  $18.5  million  would  be paid by Arrow on a
  deferred basis, subject to the collection of certain specified customer accounts
  receivable and returning of certain inventory,  and approximately  $70.0 million
  would have been for amounts  outstanding under the Merisel asset  securitization
  facility.  Assuming the transaction was completed on June 30, 2000, the Company
  would  have  realized  a $30.1  million  gain  from the  sale of  MOCA,  without
  including the potential additional $37.5 million, as follows:
  
                                                                   (in thousands)
  Estimated purchase price                                            $183,535
  Less pay down of asset securitization                                 70,038
  Less estimated MOCA equity                                            80,867
  Less estimated direct costs associated with transaction                2,500
                                                               -------------------
  
  Estimated gain on sale of MOCA                                      $ 30,130
                                                               ===================
  
  2.   Adjustments to Pro Forma Balance Sheet
  
  (a)  MOCA - Represents  the  historical  unaudited  June 30, 2000 balances for
       MOCA which are eliminated to reflect the sale of MOCA to Arrow.
  
  (b)  Cash - Consists  of cash  proceeds  resulting  from the sale of MOCA net of
       cash  retained by Arrow pending the  collection of  specifically-identified
       MOCA accounts receivable and the return of certain inventory.
  
  (c)  Accounts  Receivable  - Consists  of cash  retained  by Arrow  pending  the
       collection of specifically-identified MOCA accounts receivable and the
       return of certain inventory.
  
  (d) Accrued Liabilities - Consists of estimated direct costs associated with the
      sale of MOCA  including  but not  limited to legal,  accounting  and
      investment banking fees.
  
  3.   Adjustments to Pro Forma Income Statement for the Six Months Ended June 30,
       2000
  (a)  MOCA - Represents  the  historical  unaudited  balances for MOCA for the
       six months  ended June 30, 2000 which are  eliminated  to reflect the sale
       of MOCA to Arrow.
  
  (b)  Selling,  General and Administrative Expenses - Consists of corporate costs
       allocated  by the  Company  to  MOCA  (corporate  overhead,  administrative
       expenses,  etc.)  that  would not have been  eliminated  due to the sale of
       MOCA.
  
  (c)  Interest Expense - Consists of interest expense allocated by the Company to
       MOCA  (related  to  outstanding  Senior  Notes)  that  would  not have been
       eliminated due to the sale of MOCA.
  
  4.   Adjustments to Pro Forma Income Statement for the Year Ended December 31,
       1999
  
  (a)  MOCA - Represents the historical  unaudited balances for MOCA for the year
       ended December 31, 1999 which are eliminated to reflect the sale of MOCA to
       Arrow.
  
  (b)  Selling,  General and Administrative  Expense - Consists of corporate costs
       allocated  by the  Company  to  MOCA  (corporate  overhead,  administrative
       expenses,  etc.)  that  would not have been  eliminated  due to the sale of
       MOCA.
  
  (c)  Interest Expense - Consists of interest expense allocated by the Company to
       MOCA  (related  to  outstanding  Senior  Notes)  that  would  not have been
       eliminated due to the sale of MOCA.
  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 hereunto duly authorized.
  
                                     MERISEL, INC.
  
                                     By:      ______________________________
                                              TIMOTHY N. JENSON
                                              Executive Vice President and Chief
                                              Financial Officer
  
  Date:    November 13, 2000
  EXHIBIT INDEX
  
  Exhibit
  Designation                Nature of Exhibit
  
           2.1               Stock Sale Agreement,  dated as of September 15,
                             2000, by and among Merisel,  Inc., a Delaware
                             corporation, Merisel  Americas,  Inc.,  a Delaware
                             corporation,  and Arrow  Electronics,  Inc.,  a New
                             York  corporation (incorporated by reference to Form
                             8-K, File No. 0-17156, filed by Merisel on September
                             22, 2000).