UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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.
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.
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Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
a. FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
The Registrant has determined that it is impracticable at this time to
provide the financial statements of FMC that may be required. If required, the
Registrant will file such financial statements under cover of an amendment to
this Form 8-K as soon as practicable, but in any event within 60 days from the
date hereof.
b. PRO FORMA FINANCIAL INFORMATION.
The Registrant has determined that it is impracticable at this time to
provide the pro forma financial information that may be required. If required,
the Registrant will file such pro forma financial information under cover of an
amendment to this Form 8-K as soon as practicable, but in any event within 60
days from the date hereof.
c. EXHIBITS.
2.1(*) Stock Purchase Agreement, dated March 28, 1996, by and among
Merrill Corporation and the Shareholders of FMC Resource
Management Corporation.
99.1(*) Press Release of Registrant, dated March 29, 1996.
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(*)Filed herewith.
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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: April 15, 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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INDEX TO EXHIBITS
Exhibit Page
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2.1 Stock Purchase Agreement, dated March 28, 1996,
by and among Merrill Corporation and the Shareholders
of FMC Resource Management Corporation . . . . . . . . . . . . . . . . . . Filed electronically
99.1 Press Release of Registrant, dated March 29, 1996. . . . . . . . . . . . . Filed electronically
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