MERRILL CORP
8-K, 1999-11-22
COMMERCIAL PRINTING
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                       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): November 19, 1999

                               MERRILL CORPORATION
             (Exact name of registrant as specified in its charter)

                              --------------------

  Minnesota                         0-14082                     41-0946258
(State or other                   (Commission                  (IRS Employer
 jurisdiction                      File no.)                Identification No.)
of incorporation)

                  One Merrill Circle, St. Paul, Minnesota 55108
               (Address of principal executive offices) (Zip code)

       Registrant's telephone number, including area code: (651) 646-4501




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<PAGE>



Item 5.  Other Events

         On July 14, 1999, Merrill Corporation (the "Company") and Viking Merger
Sub, Inc., a newly formed affiliate of DLJ Merchant Banking Partners II, L.P.
("Merger Sub"), entered into an Agreement and Plan of Merger (the "Merger
Agreement") pursuant to which Merger Sub will merge with and into the Company,
with the Company as the surviving corporation (the "Merger"). As a result of the
Merger, each share of common stock of the Company outstanding immediately prior
to the Merger will be converted into the right to receive $22.00 in cash. In
addition, immediately prior to the Merger, 909,091 shares of common stock held
by John W. Castro and 70,000 shares of common stock held by Rick R. Atterbury
will be converted into new Class B common stock, which will remain outstanding
after the Merger. The Merger will be financed in part by proceeds from the
issuance by Merger Sub of shares of common stock, preferred stock and warrants
to DLJ Merchant Banking Partners II, L.P. and certain other investors. On
November 19, 1999, the Company and Merger Sub entered into Amendment No. 1 to
the Merger Agreement in order to clarify that each warrant of Merger Sub
outstanding immediately prior to the consummation of the Merger will, upon the
consummation of the Merger, be converted into a warrant to acquire shares of
Class B common stock, par value $0.01 per share, of the Company. The Merger will
require the approval of the Company's shareholders at a meeting on November 23,
1999.

Item 7.  Financial Statements and Exhibits

         (a)      Financial Statements of Businesses Acquired

                           Not applicable.

         (b)      Pro Forma Financial Information

                           Not applicable.

         (c)      Exhibits

                                        2


<PAGE>




Exhibit No.                           Description
- ---------------        ---------------------------------------------------------
2.1                    Agreement and Plan of Merger dated as of July 14, 1999
                       between Merrill Corporation and Viking Merger Sub, Inc.
                       (incorporated by reference to Exhibit 2.1 to the
                       Company's Current Report on Form 8-K filed with the
                       Securities and Exchange Commission on July 20, 1999).

2.2                    Amendment No. 1 dated November 19, 1999 to the
                       Agreement and Plan of Merger dated as of July 14, 1999.

2.3                    Voting Agreement dated as of July 14, 1999 by and among
                       Merrill Corporation, Viking Merger Sub, Inc., John W.
                       Castro and Rick R. Atterbury (incorporated by reference
                       to Exhibit 2.2 to the Company's Current Report on Form
                       8-K filed with the Securities and Exchange Commission on
                       July 20, 1999).

                                        3


<PAGE>


                                   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.

                               MERRILL CORPORATION
                                    (Registrant)

                               By:   /s/ STEVEN J. MACHOV
                                  ----------------------------------------------
                                         Steven J. Machov
                                  Vice President, General Counsel and Secretary

Dated: November 22, 1999

                                        4


                                                       EXHIBIT 2.2

                               AMENDMENT AGREEMENT

                                 Amendment No. 1

This Amendment No. 1 dated November 19, 1999 to the Agreement and Plan of Merger
dated as of July 14, 1999 between Merrill Corporation, a Minnesota corporation
(the "Company"), and Viking Merger Sub, Inc., a Minnesota corporation ("Merger
Sub") (the "Merger Agreement").

1. Section 1.02(e) of the Merger Agreement is hereby amended by deleting the
words "a warrant to acquire shares of common stock, par value $.01 per share of
the Surviving Corporation" and inserting in place thereof the words "a warrant
to acquire shares of Class B Common Stock of the Surviving Corporation".

2. Except as amended hereby the Merger Agreement shall continue in full force
and effect.

3. All references in the Merger Agreement to "this Agreement" or words of like
import shall be deemed to mean the Merger Agreement as amended hereby.

In witness whereof the parties hereof have caused this amendment to the Merger
Agreement to be duly executed by their respective authorized officers as of the
day and year first above written.



                              MERRILL CORPORATION

                              By:  /s/ STEVEN J. MACHOV
                                 ---------------------------------------
                                       Steven J. Machov
                                 Vice President, General Counsel and Secretary

                              VIKING MERGER SUB, INC.

                              By:  /s/ WILLIAM F. DAWSON
                                 ---------------------------------------
                                       William F. Dawson
                                  President and Treasurer


                                        2


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