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): April 14, 1999
MERRILL CORPORATION
(Exact name of registrant as specified in its charter)
MINNESOTA 0-14082 41-0946258
(State or other jurisdiction of (Commission File (IRS Employer
incorporation) Number) Identification Number)
ONE MERRILL CIRCLE, ST. PAUL, MINNESOTA 55108
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (651) 646-4501
N/A
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(Former name or former address, if changed since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On April 14, 1999, Merrill Daniels, Inc. (the "Purchaser"), a
Minnesota corporation and wholly owned subsidiary of Merrill Corporation (the
"Registrant"), acquired substantially all of the assets of Daniels Printing,
Limited Partnership, a Commonwealth of Massachusetts limited partnership (the
"Seller") pursuant to the terms and conditions of an Asset Purchase Agreement
dated March 11, 1999 by and among the Purchaser, the Registrant, the Seller
and all of the partners of the Seller (the "Asset Purchase Agreement"). In
the acquisition, the Purchaser acquired substantially all of the business,
assets, property, goodwill and rights of the Seller (the "Purchased Assets"),
including real and personal property owned or leased by the Seller, logos and
trademarks, the goodwill of the Seller'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, and all favorable business relationships, causes of
action, certain other assets and substantially all of the other assets
reflected on the balance sheet of the Seller.
The purchase price for the Purchased Assets was approximately $44.2
million cash plus $10.6 million in the payoff of the Seller's existing term debt
and line of credit plus approximately $7.7 million for the assumption of certain
ordinary course liabilities. This consideration was arrived at through
arm's-length negotiations with the Seller, but was primarily based on the value
and future earnings potential of the Purchased Assets.
There were no prior material relationships between the Purchaser, 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 the Seller or its partners, on the other hand.
All of the funds for the acquisition were provided through the
Registrant's revolving credit facility with U.S. Bank, National Association. The
Registrant anticipates that the payments under the assumed liabilities will be
paid out of the Registrant's operations.
The Purchased Assets were previously used by the Seller to provide
financial, investment company and commercial printing services. The
Registrant intends to continue such use.
Additional information concerning the acquisition is also contained in
the Asset Purchase Agreement, which document is filed as an exhibit to this Form
8-K and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
A. FINANCIAL STATEMENT OF BUSINESS ACQUIRED.
The Registrant has determined that it is impracticable to provide the
required financial statements of Daniels Printing, Limited Partnership 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 Daniels
Printing, Limited Partnership 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.
C. EXHIBITS
2.1 Asset Purchase Agreement, dated as of March 11, 1999, by and
among the Purchaser, the Seller and the partners of the
Seller.
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 28, 1999 MERRILL CORPORATION
By: /s/ Steven J. Machov
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Steven J. Machov
Its: Vice President, General Counsel and
Secretary
EXHIBIT INDEX
Exhibit
No. Description Method of Filing
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2.1 Asset Purchase Agreement, dated as of March 11, 1999, by and
among the Purchaser, the Seller and the partners of the
Seller.......................................................... Filed electronically with
this transmission.