Stonington Partners Inc Ii SC 13D/A MERISEL / STONINGTON PARTNERS INC II ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 6)

MERISEL, INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

589849108

(CUSIP Number)

ALEXIS P. MICHAS, MANAGING PARTNER

STONINGTON PARTNERS, INC.

600 MADISON AVENUE, 16TH FLOOR

NEW YORK, NY 10022

(212) 339-8585

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

December 14, 2010

(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 § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box o.

Note:Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7(b) for other parties to whom copies are to be sent.

* 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 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D/A

CUSIP No.  589849108 Page 2 of 10 Pages

1	NAME OF REPORTING PERSON Phoenix Acquisition Company II, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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 0
		8	SHARED VOTING POWER 6,939,290*
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 6,939,290*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,939,290*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 75.80%
14	TYPE OF REPORTING PERSON (See Instructions) OO

* Includes 1,939,290 shares of the Issuer's common stock into which the convertible preferred stock of the Issuer beneficially owned by the Reporting Person is convertible within 60 days of the date hereof.

Page 2 of 10 Pages

SCHEDULE 13D/A

CUSIP No.  589849108 Page 3 of 10 Pages

1	NAME OF REPORTING PERSON Stonington Capital Appreciation 1994 Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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 0
		8	SHARED VOTING POWER 6,939,290*
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 6,939,290*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,939,290*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 75.80%
14	TYPE OF REPORTING PERSON (See Instructions) PN

* Includes 1,939,290 shares of the Issuer's common stock into which the convertible preferred stock of the Issuer beneficially owned by the Reporting Person is convertible within 60 days of the date hereof.

Page 3 of 10 Pages

SCHEDULE 13D/A

CUSIP No.  589849108 Page 4 of 10 Pages

1	NAME OF REPORTING PERSON Stonington Partners, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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 0
		8	SHARED VOTING POWER 6,939,290*
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 6,939,290*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,939,290*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 75.80%
14	TYPE OF REPORTING PERSON (See Instructions) PN

* Includes 1,939,290 shares of the Issuer's common stock into which the convertible preferred stock of the Issuer beneficially owned by the Reporting Person is convertible within 60 days of the date hereof.

Page 4 of 10 Pages

SCHEDULE 13D/A

CUSIP No.  589849108 Page 5 of 10 Pages

1	NAME OF REPORTING PERSON Stonington Partners, Inc. II
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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 0
		8	SHARED VOTING POWER 6,939,290*
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 6,939,290*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,939,290*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 75.80%
14	TYPE OF REPORTING PERSON (See Instructions) CO

* Includes 1,939,290 shares of the Issuer's common stock into which the convertible preferred stock of the Issuer beneficially owned by the Reporting Person is convertible within 60 days of the date hereof.

Page 5 of 10 Pages

SCHEDULE 13D/A

CUSIP No.  589849108 Page 6 of 10 Pages

1	NAME OF REPORTING PERSON Stonington Partners, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 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 0
		8	SHARED VOTING POWER 6,939,290*
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 6,939,290*
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,939,290*
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 75.80%
14	TYPE OF REPORTING PERSON (See Instructions) CO

* Includes 1,939,290 shares of the Issuer's common stock into which the convertible preferred stock of the Issuer beneficially owned by the Reporting Person is convertible within 60 days of the date hereof.

Page 6 of 10 Pages

Item 1. Security and Issuer.

This Amendment No. 6 amends the Statement on Schedule 13D filed with the Securities and Exchange Commission on September 29, 1997, as amended by Amendment No. 1 to Schedule 13D filed with the Securities and Exchange Commission on October 10, 1997, by Amendment No. 2 to Schedule 13D filed with the Securities and Exchange Commission on December 23, 1997, by Amendment No. 3 to Schedule 13D filed with the Securities and Exchange Commission on February 2, 1998, by Amendment No. 4 to Schedule 13D filed with the Securities and Exchange Commission on May 18, 2000 and by Amendment No. 5 to Schedule 13D filed with the Securities and Exchange Commission on April 7, 2008, by 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”, and together with Phoenix, the Fund, Stonington L.P. and Stonington II, the “Reporting Persons”). This Amendment No. 6 is filed with respect to the shares of common stock, par value $0.01 per share (the “Common Shares”), of Merisel, Inc., a Delaware corporation (the “Issuer”) with principal executive offices at 127 West 30th Stre et, 5th Floor, New York, NY 10001.

The Issuer also has issued convertible preferred stock (the “Preferred Stock”) which provides for an 8% annual dividend payable quarterly in additional shares of Preferred Stock.  Dividends are cumulative and accrue from the original issue date, whether or not declared by the Issuer’s board of directors.

Item 2. Identity and Background.

This Amendment No. 6 amends and substitutes in its entirety Item 2 to state as follows:

This Statement is being filed by and on behalf of 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 capital stock of the Issuer.  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, Albert J. Fitzgibbons III, Director and Partner, Bradley J. Hoecker, Director and Partner and John A. Bartholdson, Director and Partner.  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 this Item 2 is 600 Madison Avenue, 16th Floor, New York, New York 10022.

The citizenship of each of the Reporting Persons and the individuals listed in this Item 2 is of the United States of America.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is inapplicable to this Amendment No. 6.

Item 4. Purpose of Transaction.

This Amendment No. 6 amends and substitutes in its entirety Item 4 to state as follows:

Page 7 of 10 Pages

On December 14, 2010, Phoenix and Sun Graphics, LLC (“Sun”) executed a Stock Purchase Agreement pursuant to which Phoenix agreed to sell and transfer, and Sun agreed to purchase and accept, all of the Common Shares and Preferred Stock held by the Reporting Persons (the “Proposed Transaction”), which together constitute all of the Issuer’s securities owned by the Reporting Persons.  The Proposed Transaction is subject to closing conditions, including the satisfactory completion by Sun of due diligence.  If the Proposed Transaction is consummated, it will result in the (i) disposition by the Reporting Persons of their ownership of, and all voting and investment p ower in respect of, the Common Shares and the Preferred Stock and (ii) acquisition by Sun of ownership of, and all voting and investment power in respect of, the Common Shares and the Preferred Stock.

The foregoing summary of the terms of the Stock Purchase Agreement is qualified in its entirety by reference to the full text of the Stock Purchase Agreement, a copy of which is included as Exhibit 1 to this Amendment No. 6 and is incorporated herein by reference.

The Reporting Persons intend to evaluate on an ongoing basis their investment in the Issuer and their options in respect of such investment.  In the event that the Proposed Transaction is not consummated, the Reporting Persons will consider all available courses of action and may dispose of, or cause to be disposed, any or all of the Common Shares or Preferred Stock held by the Reporting Persons at any time.  Notwithstanding anything contained herein, the Reporting Persons specifically reserve the right to change at any time their intention with respect to any or all of the Common Shares or the Preferred Stock.

The Reporting Persons have no current plan or proposal that relates to, or would result in, any of the actions enumerated in subparagraphs (a) through (j) of Item 4 of Schedule 13D, other than as set forth herein.

Item 5. Interest in Securities of the Issuer.

This Amendment No. 6 amends and substitutes in its entirety Item 5 to state as follows:

Phoenix owns beneficially 5,000,000 Common Shares of the Issuer.  The number of Common Shares currently held by Phoenix represents 69.3% of the total number of outstanding Common Shares.

As of November 15, 2010, Phoenix also owns beneficially 339,376 shares of Preferred Stock.  Phoenix initially purchased 150,000 shares of Preferred Stock in June 2000, and as of September 30, 2010, 189,376 shares of Preferred Stock had accrued as dividends and 182,722 shares had been issued to Phoenix in payment of that accrual.  The remaining 6,654 shares were issued on October 1, 2010.  Additionally, cumulative accrued dividends of $18,937 and $16,980 were recorded as temporary equity at September 30, 2010 and December 31, 2009, respectively.  Each share of Preferred Stock is convertible at the option of Phoenix into a number of Common Shares equal to $100.00 divided by the applicable conversion price, which was disclosed as $17.50 in the Issuer’s Quarterly Report on 10-Q for the quarterly period ended September 30, 2010, filed on November 15, 2010.  As such, the Preferred Stock is convertible at Phoenix’s option into 1,939,290 Common Shares.  Phoenix’s ownership of Common Shares and Preferred Stock represents, in aggregate, 75.80% of the Common Shares that would be outstanding in the event of such conversion.

Each of: the Fund, as the sole member of Phoenix; Stonington L.P., as the general partner of the Fund; Stonington II, as the general partner of Stonington L.P.; and Stonington, as the management company of the Fund, may be deemed to own beneficially the same number of shares as Phoenix, as described above.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

This Amendment No. 6 amends and substitutes in its entirety Item 6 as follows:

The information set forth under Item 4 of this Amendment No. 6 is incorporated by reference into this Item 6.

Item 7. Material to be Filed as Exhibits.

Page 8 of 10 Pages

The following Exhibits are incorporated herein by reference or filed herewith:

Exhibit 1: Stock Purchase Agreement, dated as of December 14, 2010, by and between Phoenix Acquisition Company II, L.L.C. and Sun Graphics, LLC.

Page 9 of 10 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:  December 15, 2010

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/  Albert J. Fitzgibbons III
Name:	Albert J. Fitzgibbons III
Title:	Director and Partner

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/  Albert J. Fitzgibbons III
Name:	Albert J. Fitzgibbons III
Title:	Director and Partner

STONINGTON PARTNERS, L.P.
By:	Stonington Partners, Inc. II, itsgeneral partner
By:	/s/  Albert J. Fitzgibbons III
Name:	Albert J. Fitzgibbons III
Title:	Director and Partner

STONINGTON PARTNERS, INC. II
By:	/s/  Albert J. Fitzgibbons III
Name:	Albert J. Fitzgibbons III
Title:	Director and Partner

STONINGTON PARTNERS, INC.
By:	/s/  Albert J. Fitzgibbons III
Name:	Albert J. Fitzgibbons III
Title:	Director and Partner

   

   

Page 10 of 10 Pages