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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
Amendment No. 1 To
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): March 29, 1996
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MERRILL CORPORATION
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(Exact name of registrant as specified in its charter)
Minnesota 0-14082 41-0946258
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
ONE MERRILL CIRCLE, ST. PAUL, MINNESOTA 55108
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (612) 646-4501
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Item 2. ACQUISITION OR DISPOSITION OF ASSETS.
Item 2 is hereby amended to delete the item in its entirety.
Item 5. OTHER EVENTS
On March 29, 1996, Merrill Corporation, a Minnesota corporation (the
"Registrant"), acquired (the "Acquisition") all of the issued and outstanding
capital stock (the "Shares") of FMC Resource Management Corporation, a
Washington corporation ("FMC"), pursuant to a Stock Purchase Agreement, dated as
of March 29, 1996 (the "Purchase Agreement"), among the Registrant and all of
the shareholders of FMC (the "Shareholders"). FMC had been engaged in the
marketing materials manufacture and distribution business and the Registrant
will continue to conduct such business.
The purchase price for the Shares was approximately $7.4 million,
representing approximately $5.4 million in cash plus an additional $2.0 million
in the form of unsecured, non-negotiable promissory notes payable to the
Shareholders. As additional consideration for the purchase of the Shares, the
Registrant agreed to pay the Shareholders up to an additional $4.0 million in
annual payments of $800,000 provided the Registrant achieves certain budgeted
gross profit goals (the "Earnout"). The above-described consideration was
arrived at through arm's-length negotiations with the Company.
There were no prior material relationships between the Registrant or any of
the Registrant's affiliates, any director or officer of Registrant, or any
associate of any such director or officer, on the one hand, and FMC or the
Shareholders, on the other hand. All of the funds for the Acquisition was
provided through the Registrant's revolving credit facility with First Bank
System, N.A. and the balance of the purchase price was paid utilizing funds
available in the Registrant's operating account. The Registrant anticipates
that payments under the Promissory Notes and the Earnout will be paid out of the
operating account and through the revolving credit arrangement.
Additional information concerning the Acquisition is also contained in the
Purchase Agreement, a copy of which is attached hereto as an exhibit and is
incorporated herein by reference.
The Registrant has determined that the Purchased Assets are not
"significant", as defined in Rule 11-01(b) of Regulation S-X.
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Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
Item 7, subparts (a) and (b) is hereby amended to delete the subparts
in their entirety.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: June 10, 1996 MERRILL CORPORATION
(Registrant)
By /s/ Steven J. Machov
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Steven J. Machov
Vice President and General Counsel
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