FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): December 31, 1993
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MERRILL CORPORATION
(Exact name of registrant as specified in its charter)
Minnesota 0-14082 41-0946258
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(State of Incorporation) (Commission (I.R.S. Employer
File Number) 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
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On December 31, 1993, Merrill Acquisition Corp., a Minnesota
corporation (the "Purchaser") and wholly owned subsidiary of
Merrill Corporation (the "Registrant") acquired substantially all
of the assets of May Printing Company, a Minnesota corporation
(the "Company") (the "Purchase") pursuant to an Asset Purchase
Agreement dated as of December 31, 1993 by and among the
Purchaser, the Registrant, the Company and the Shareholders of
the Company (the "Asset Purchase Agreement"). In the acquisition,
the Purchaser acquired substantially all of the business, assets,
properties, goodwill and rights of the Company (the "Purchased
Assets"), including real and personal property owned or leased by
Company; the Company's corporate name; the goodwill of Company's
business; leaseholds and other interests in land, inventory
(materials, work in process, finished goods), equipment,
machinery, furniture, fixtures, motor vehicles and supplies;
cash; accounts receivables; contracts, purchase orders,
customers, lists of customers and suppliers, sales representative
agreements, and all favorable business relationships, causes of
action; employment contracts; and substantially all other assets
reflected on the balance sheet of the Company.
The purchase price for the Purchased Assets was approximately
$24.9 million consisting of $15.4 million cash, $7.0 million in
assumed current and long-term liabilities and Purchaser's
non-negotiable promissory note in the principal amount of $2.5
million. The purchase price for the Purchased Assets is subject to
adjustment based on a closing balance sheet as of December 31, 1993,
to be prepared within 90 days of the closing (with any adjustments to
be paid with interest at the prime rate). In addition to the amounts
payable at closing, the Purchaser has agreed to pay the Company an
additional sum, not to exceed $2.0 million (an "earn-out") based on
the level of pre-tax earnings generated by the Purchased Assets during
the 12-month period ending January 31, 1995. The above-described
consideration was arrived at through arm's-length negotiations with
the Company, but was primarily based on the value and future earnings
potential of the assets purchased.
There were no prior material relationships between Purchaser,
Registrant, or any of Registrant's affiliates, any director or
officer of Registrant, or any associate of any such director or
officer, on the one hand, and the Company or its Shareholders, on
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the other hand. Approximately $1.7 million of the funds for the
acquisition were provided through the Registrant's revolving
credit agreement with First Bank National Association and the
balance of the purchase price was paid using funds available in
the Registrant's operating account. The Registrant anticipates
that the payments under the assumed liabilities, promissory note
and earn-out will be paid out of Registrant's operations and the
revolving credit agreement.
The Purchased Assets purchased were previously used by the
Company to provide demand printing and distribution services
relating to corporate identity and direct marketing programs for
nationwide companies. The Registrant intends to continue such
use.
Additional information concerning the Purchase is also
contained in the Asset Purchase Agreement, which document is an
exhibit hereto and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
A. FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
The registrant has determined that it is impracticable to provide
the required financial statements of May Printing Company at this
time. The registrant will file the required financial statements under
an amendment on Form 8-K/A as soon as practicable but in any event
within 60 days after the date hereof.
B. PRO FORMA FINANCIAL INFORMATION.
The registrant has determined that it is impracticable to
provide the required pro forma financial information regarding
the acquisition of May Printing Company at this time. The
registrant will file the required pro forma financial information
under an amendment on Form 8-K/A as soon as practicable, but in any
event within 60 days after the date hereof.
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C. EXHIBITS.
2.1 Asset Purchase Agreement, dated as of December 31,
1993, by and among the Purchaser, Registrant, the
Company and the Shareholders of the Company.
99.1 Press Release of Registrant, dated January 3, 1993.
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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: January 18, 1994 MERRILL CORPORATION
(Registrant)
By /s/ Steven J. Machov
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Steven J. Machov
Vice President and General Counsel
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EXHIBIT INDEX
Exhibit Method
No. Description of Filing
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2.1 Asset Purchase Agreement, dated as of December 31,
1993, by and among the Purchaser, Registrant, the
Company and the Shareholders of the Company. . . . Filed Electronically
with this Direct
Transmission
99.1 Press Release of Registrant, dated January 3,
1993 . . . . . . . . . . . . . . . . . . . . . . . Filed Electronically
with this Direct
Transmission