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UNITED STATES
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): January 12, 2001
MERRILL CORPORATION
(Exact name of registrant as specified in its charter)
| Minnesota | 333-30732 | 41-0946258 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
One Merrill Circle, St. Paul, MN |
55108 |
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| (Address of principal executive offices) | (Zip Code) | |||
Registrant's telephone number, including area code: (651) 646-4501
Form 8-K for Merrill Corporation
On January 12, 2001, Merrill Communications LLC, a subsidiary of Merrill Corporation, completed a private placement of 14% Senior Discount Notes Due 2008 (the "Notes") in the aggregate principal amount of $23,464,660.77, with proceeds to the Company of $9,100,000. The Notes contain registration rights requiring Merrill Communications LLC to register the exchange of such Notes upon demand by the holders. The receipt of the proceeds of these Notes on or prior to January 15, 2001 was a requirement of Merrill Communications LLC's amended credit facility. The Notes were sold to certain affiliates of Merrill Corporation. The Notes will not be nor have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
Item 7. Financial Statements and Exhibits.
| (a) | Not applicable. | |||
(b) |
Not applicable. |
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(c) |
Exhibits. |
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10.1 |
Note Purchase Agreement dated January 12, 2001 among Merrill Communications LLC, the guarantors listed therein, DLJMB Funding II, Inc., DLJ ESC, L.P., DLJ ESC II, L.P. and John W. Castro. |
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10.2 |
Registration Rights Agreement dated January 12, 2001 by and among Merrill Communications LLC, the guarantors to the Note Purchase Agreement, DLJMB Funding II, Inc., DLJ First ESC, L.P., DLJ ESC II, L.P. and John W. Castro. |
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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.
| MERRILL CORPORATION | ||||
By: |
/s/ ROBERT NAZARIAN Robert Nazarian |
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| Its: | Executive Vice President and Chief Financial Officer |
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Dated: January 16, 2001
| Exhibit No. |
Description |
Filing |
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|---|---|---|---|---|
| 10.1 | Note Purchase Agreement dated January 12, 2001 among Merrill Communications LLC, the guarantors listed therein, DLJMB Funding II, Inc., DLJ ESC, L.P., DLJ ESC II, L.P. and John W. Castro | Filed herewith. | ||
10.2 |
Registration Rights Agreement dated January 12, 2001 by and among Merrill Communications LLC, the guarantors to the Note Purchase Agreement, DLJMB Funding II, Inc., DLJ First ESC, L.P., DLJ ESC II, L.P. and John W. Castro |
Filed herewith. |
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