<PAGE>
 
                                                            EXHIBIT 99.1

STONINGTON PARTNERS
                                August 8, 1997

Dwight A. Steffensen
Chairman and
     Chief Executive Officer
Merisel, Inc.
200 Continental Boulevard
El Segundo, California 90245-0984

Dear Dwight:

             Reference is made to our letter dated July 14, 1997 (the "July 14th
                                                                       ---------
Letter"), as amended by our letter dated July, 20, 1997, to you regarding our
------                                                                       
proposal to acquire (the "Acquisition") newly issued shares of Merisel, Inc.
                          -----------                                       
(the "Company") upon the terms and conditions set forth therein and the summary
      -------                                                                  
of terms attached thereto (the "Proposal").  Defined terms used herein not
                                --------                                  
otherwise defined herein have the meaning set forth in the Proposal.

          We propose to amend the Proposal by deleting the references to an
acquisition of 70% of the Shares for $152 million and replacing them with either
(i) an acquisition of 10,482,800 Shares at a purchase price of $14.50 per share
or (ii) a convertible debt instrument with the terms and conditions set forth on
the attached term sheet.  The number of Shares set forth in the preceding
sentence and in the attached term sheet is based on the assumption that there
will be 6,015,699 Shares issued and outstanding (after the one-for-five split
and immediately prior to our acquisition).  The other terms of the Proposal
would remain in effect except that (i) the litigation provision set forth in the
second numbered paragraph of the July 14th Letter would be revised to read as
follows:

     (c) the absence of (i) any injunction, order or similar restraint issued by
     any court or governmental entity of competent jurisdiction that enjoins,
     restrains or prohibits the purchase by us of the Shares or imposes
     limitations on our ability to exercise full rights of ownership with
     respect to the Shares and (ii) a finding that the Company has breached or
     is in breach of any material obligation under the Limited Waiver and Voting
     Agreement dated as of April 11, 1997, whether preliminary, interlocutory or
     final, by a court or governmental entity of competent jurisdiction

and (ii) the conditions to execution of the Stock Purchase Agreement would be
revised by deleting the reference to waiver by the holder of the Notes.
<PAGE>
 
and (ii) the conditions to execution of the Stock Purchase Agreement would be
revised by deleting the reference to waiver by the holder of the Notes.

          We confirm that, if the Company, in connection with the Proposal, as
amended by this letter, agrees to (i) enter into an amendment to the Indenture
dated as of October 15, 1994, between the Company and the Bank of New York, as
successor to Nations Bank of Texas, N.A., as trustee (the "Indenture") relating
                                                           ---------           
to the Company's 12 1/2% Senior Notes (the "Senior Notes"),  pursuant to which
                                            ------------                      
the Company eliminates its right to redeem the Senior Notes issued under the
Indenture pursuant to Article III thereof and paragraph 5 of such Senior Notes,
(ii) grant holders of the Senior Notes the right to convert up to [50]% of the
aggregate amount of the Senior Notes and unpaid interest thereon into Shares of
common stock of the Company at a conversion price equal to the purchase price
per share contemplated in the Proposal ($14.50 per share), (iii) pay any
interest due on the Notes, such agreement or actions will not negatively impact
our willingness to enter into a definitive agreement with you in connection with
the Proposal, as amended by this letter and (iv) if the holders of the Notes
agree to terminate the Limited Waiver and Voting Agreement, pay to the holders
of the Notes $100 per $1000 face amount of the Notes and in addition pay to each
such holder that commits to not convert its Notes pursuant to clause (ii) of
this paragraph an additional $100 per $1000 face amount.

          We expect this letter to be promptly delivered to the holders of the
Notes and the shareholders of the Company.

                                              Very truly yours,


                                              /s/ Albert J. Fitzgibbons

                                       2
<PAGE>
 
                    Merisel Convertible Debt Financing Proposal
                    Summary of Indicative Terms and Conditions
                    ------------------------------------------

Issue:              Senior Convertible Notes (the "Notes")

Co-Issuers:         Merisel Americas, Inc. and Merisel Inc. ("Merisel")

Amount:             $152.0 million aggregate principal amount

Maturity:           In amounts and at times corresponding to the operating
                    company debt to be refinanced with the proceeds of the
                    Notes:

                      $138.8 million maturing on January 31, 1998     
                         4.4 million maturing on March 10, 1998        
                         4.4 million maturing on March 10, 1999       
                         4.4 million maturing on March 10, 2000       
                      ------                                          
                      $152.0 million                                   

Use of Funds:       Refinance existing operating company debt under the 11.28%
                    Subordinated Notes due March 10, 2000, the 11.5% Senior
                    Notes and the Revolving Credit Agreement indebtedness, plus
                    any accrued and unpaid interest thereon and repayment
                    premium in connection with such refinancing and the payment
                    of Stonington's commitment fee

Interest:           11.5% per annum, increasing by an additional one percentage
                    point at the end of each month commencing at the end of the
                    second month after the issuance of the Notes for as long as
                    the Notes are outstanding, subject to a cap of 18% per
                    annum. Interest can be paid in cash or PIK, at the Company's
                    option; provided that interest can only be in cash after
                    January 31, 1998.

Optional
 Redemption:        Notes are redeemable in whole at any time prior to Maturity,
                    upon written notice, at the option of the Issuer at par plus
                    accrued interest plus a premium of 108% (the "Redemption
                    Price").

Change of Control:  Upon the occurrence of a Change of Control (which will be
                    defined to include, among other things, any agreement by the
                    Company relating to a future change of control), the 

                                       3
<PAGE>
 
                    Holders of Notes will have the right to require the Issuer
                    to repurchase the Notes at the Redemption Price.

Conversion:         Up to $152 million aggregate principal amount of Notes will
                    convertible into 10,482,800 shares of common stock of
                    Merisel (after giving effect to a one-for-five stock split)
                    at a conversion price of $14.50 per share, subject to
                    customary antidilution provisions. The Holders of Notes can
                    convert the Notes in part for up to 19.9% of the issued and
                    outstanding common stock of Merisel at any time at their
                    option. The Note automatically converts into the amount of
                    common stock referred to in the first sentence above upon
                    receipt of the shareholder vote required under the NASD
                    rules, subject to certain conditions (which can be waived by
                    the holders of Notes), including the absence of any default
                    under any debt instruments of Merisel and its subsidiaries
                    and the absence of any bankruptcy, insolvency or similar
                    events. Any amounts of the Notes in excess of $152 million
                    (representing PIK interest) and any accrued and unpaid
                    interest would not have to be paid upon conversion of the
                    remainder of the Note in its entirety.

Covenants:          Substantially the same as under the existing Revolving
                    Credit Agreement. In addition, Merisel will agree to call a
                    special meeting of shareholders to approve the issuance of
                    shares upon conversion of the Notes and, if the shareholders
                    do not approve such issuance, to use its best efforts to
                    repay to Notes as promptly as possible thereafter. The "Deal
                    Protection" provisions contained in the original letter from
                    Stonington dated July 14, 1997 (the "Original Letter") would
                    continue to apply. In the event Stonington is entitled to
                    its break up fee under the "Deal Protection Provisions" and
                    the Notes are redeemed in their entirety pursuant to the
                    optional redemption provision or the holder of Notes puts
                    the Notes pursuant to the change of control provision, any
                    break up fee to which Stonington would be entitled would be
                    credited against any such payment received upon redemption
                    or put.

Defaults:           Substantially the same as under the existing Revolving
                    Credit Agreement.

                                       4
<PAGE>
 
Conditions to
 Closing:           Stockholders of Merisel vote against a proposal to issue
                    shares to the holders of Merisel's 12 1/2% Senior Notes due
                    2004 (other than any vote required to allow the issuance of
                    equity as contemplated in the third paragraph of the letter
                    to which this term sheet is attached). Other conditions
                    includes conditions set forth in Original Letter except that
                    the litigation condition shall be amended as referred to in
                    the letter to which this term sheet is attached and no
                    NASDAQ approval for inclusion of the common stock would be
                    needed as condition of Notes closing.

Representations
 and Warranties:    Customary representations and warranties by Merisel as to
                    legal, financial, tax, environmental, compensation and
                    benefits and operational matters.

Tag-Along Rights;
 Registration 
 Rights:            Same as in Original Letter. In addition, the holders of
                    Notes would be able to transfer such Notes, subject to
                    securities law limitations, and would have demand
                    registration rights with respect to the Notes on terms
                    similar to those applying to the common shares in the
                    Original Letter.

Commitment Fee:     Upon closing, Stonington will receive from Merisel a fee of
                    $3 million, payable in cash.

Other:              The Original Letter, as amended by the terms hereof, will
                    continue in effect until closing of the Notes at which time
                    the terms of the Notes purchase agreement will supersede
                    such Original Letter.

                                       5
<PAGE>
 
STONINGTON PARTNERS

August 10,1997



Dwight A. Steffensen
Chairman and
Chief Executive Officer
Merisel, Inc.
200 Continental Blvd.
El Segundo, CA 90245-0984

Dear Dwight:

Reference is made to our letter to you dated August 8, 1997 (the "August 8th
                                                                  ----------
Letter") in which we proposed certain amendments to our letter dated July 14,
-------                                                                      
1997, as amended by our letter dated July 20, 1997 (the "July 14th Letter";
                                                         ----------------  
together with the August 8th Letter, the "Proposal"), to you regarding our
                                          --------                        
proposal to acquire newly issued shares of Merisel, Inc. (the "Company").
                                                               -------    
Defined terms used herein not otherwise defined herein have the meaning set
forth in the Proposal.

With respect to certain agreements and actions of the Company set forth in the
third paragraph of the August 8th Letter, below are alternative agreements and
actions that the Company could enter into or take in place of those set forth in
the August 8th Letter:

  We confirm that, if the Company, in connection with the Proposal, as amended
  by this letter, agrees to (i) enter into an amendment to the Indenture dated
  as of October 15, 1994, between the Company and the Bank of New York, as
  successor to Nations Bank of Texas, N. A., as trustee (the "Indenture")
                                                              ---------
  relating to the Company's 12 1/2% Senior Notes (the "Senior Notes"), pursuant
                                                       ------------
  to which the Company eliminates its right to redeem the Senior Notes issued
  under the Indenture pursuant to Article III thereof and paragraph 5 of such
  Senior Notes, (ii) pay any interest due on the Senior Notes, (iii) if the
  holders of the Senior Notes agree to terminated the Limited Waiver and Voting
  Agreement, pay to the holders of the Senior Notes $150 per $1,000 face amount
  of the Senior Notes and (iv) to each holder of a Senior Notes that does not
  put its Senior Notes pursuant to Section 4.15 of Indenture following a Change
  of Control (as defined in the Indenture), (a) pay an additional $100 per $1000
  face amount of the Senior Notes and (b) grant warrants, exercisable for a
  nominal amount for a period of five years following the grant, entitling the
  holders of such warrants to purchase, in the aggregate, Shares constituting 5%
  of the Shares issued and outstanding immediately following such Change of
  Control, such agreements or actions will not negatively impact our willingness
  to enter into a definitive agreement with you in connection with the Proposal,
  as amended by this letter.
<PAGE>
 
In addition, if the holders of the Senior Notes agree to terminate the Limited
Waiver and Voting Agreement and the Company issues the Notes contemplated by the
August 8th Letter, we would agree to fund the $50 million revolving credit
factuality referred to in the July 14th Letter simultaneously with the issuance
of such Notes.

We expect this letter to be promptly delivered to the holders of the Senior
Notes and the shareholders of the Company.


                                                   Very truly yours,


                                                   /s/ Albert J. Fitzgibbons III
<PAGE>
 
STONINGTON PARTNERS


August 11, 1997



Mr. Dwight A. Steffensen
Chairman and Chief Executive Officer
Merisel, Inc.
200 Continental Boulevard
El Segundo, CA 90245-0984

Dear Dwight:

Enclosed is a term sheet outlining the Stonington proposal to the bondholders.
Please forward the proposal to the bondholders' committee and their counsel.

                                              Very truly yours,



                                              /s/ Albert J. Fitzgibbons
                                              -------------------------
<PAGE>
 
                       SUMMARY  OF  STONINGTON  PROPOSAL
                       ---------------------------------




 .    Stonington purchases 10,059,563 shares at $15.11 per share for an aggregate
     purchase price of $152 million
 
 .    Upon termination of the Limited Waiver and Voting Agreement and agreement
     by the bondholders not to tender upon a change in control, bondholders will
     receive accrued interest due and $250 per bond. Such payment will be made
     immediately after funding by Stonington.
     
 .    The Company will eliminate its rights to redeem the Senior Notes.
 
 .    Upon the favorable vote of Merisel stockholders for the Stonington
     proposal, the Company will issue ten warrants per bond. Each warrant will
     be exercisable into one share of common stock for $.01 per share, for a
     period of five years following the grant.