UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________ FORM 8-K/A Amendment No. 1 To CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 __________________ Date of Report (Date of earliest event reported): March 29, 1996 __________________ MERRILL CORPORATION ----------------------------------------------------- (Exact name of registrant as specified in its charter) Minnesota 0-14082 41-0946258 - ---------------------------- ------------------------ -------------------- (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) Identification No.) ONE MERRILL CIRCLE, ST. PAUL, MINNESOTA 55108 ----------------------------------------------- (Address of principal executive offices) (zip code) Registrant's telephone number, including area code: (612) 646-4501 -------------- 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. 2 Item 7. FINANCIAL STATEMENTS AND EXHIBITS. Item 7, subparts (a) and (b) is hereby amended to delete the subparts in their entirety. 3 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 -------------------------- Steven J. Machov Vice President and General Counsel 4