UNITED STATES SECURITIES AND EXCHANGE COMMISSION ~~Washington, D.C. 20549~~

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): March ~~February 20~~21, 2001

MERRILL CORPORATION
(Exact name of registrant as specified in its charter)

Minnesota (State or other jurisdiction of incorporation) 333-30732 (Commission File Number) 41-0946258 (I.R.S. Employer Identification No.)

Minnesota	333-30732	41-0946258
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

One Merrill Circle, St. Paul, Minnesota 55108
(Address of principal executive offices) (Zip Code)

Registrant'’s telephone number, including area code: (651) 646-4501

Item 97. ~~Regulation~~Financial FDStatements ~~Disclosure~~and Exhibits.

In(a) ~~our~~Financial ~~Form 10-Q~~statements ~~for our fiscal third quarter ended October 31, 2000, we described our failure to meet, as~~ of ~~October 31, 2000,~~businesses ~~certain financial performance covenants under our credit facility as a result of declines in our operating results in the three and nine month periods ended October 31, 2000~~acquired. ~~These financial covenants included EBITDA, interest coverage, leverage ratio and fixed charge coverage ratios~~N/A. ~~Our~~(b) ~~lenders,~~Pro ~~however,~~forma ~~agreed effective October 31, 2000 to waive these defaults and amend our credit facility to, among other things, provide for less restrictive~~ financial ~~covenant~~information. ~~targets~~N/A. ~~for~~(c) the quarters ending October 31, 2000, January 31, 2001 and April 30, 2001 and to add certain additional financial and other covenants, including a minimum EBITDA covenant at March 31, 2001 and a senior leverage ratioExhibits.

In our third quarter Form 10-Q, we stated that we anticipated that we would be able to comply with the amended covenants through April 30, 2001 and the original covenants thereafter through aggressive cost reduction programs and revenue enhancement initiatives, although we gave no assurance of our ability to do so. As a result of the continued weakness in the domestic financial transaction market and the impact on our Financial Document Services (FDS) business unit, we now believe that the amended covenants will not be met as of January 31, 2001. In addition, there is a significant risk that the amended covenants will not be met as of March 31, 2001 or April 30, 2001.

Exhibit No.	Description	Filing
10.1	Second Amendment and Waiver, dated as of February 1, 2001 to the Credit Agreement among Merrill Corporation, Merrill Communications LLC, the various financial institutions from time to time parties to the Credit Agreement, Wells Fargo Bank, N.A., and U.S. Bank National Association	Filed herewith

~~As a~~Item ~~result, we have commenced discussions with our lenders regarding forbearance agreements, additional amendments or waivers under, or a potential restructuring of, our amended credit facility~~9. WeRegulation doFD ~~not currently have any agreement with any lenders participating in the credit facility with respect to any such forbearance, amendments, waivers or restructurings~~Disclosure.

In ~~connection~~ ~~with~~our ~~any~~Form ~~forbearance~~8-K orfiled ~~additional~~with ~~amendments~~the orSecurities ~~waivers~~and ~~under~~Exchange Commission on February 20, or2001 ~~any~~(“February ~~restructuring~~Form of8-K”), ~~our~~we ~~credit~~stated ~~facility~~our belief that, weas ~~could~~a beresult ~~required~~of tothe ~~restructure~~continued ~~our~~weakness ~~operations,~~in ~~sell~~the domestic financial ~~assets,~~transaction market and~~/or~~ ~~issue~~the ~~additional~~impact ~~capital~~on orour ~~debt~~Financial ~~securities.~~Document ~~Any~~Services ~~increase~~(FDS) business inunit, ~~our~~we ~~debt~~would ~~service~~fail ~~requirements~~to ormeet ~~any~~certain ~~reduction~~covenants contained in ~~amounts~~our ~~available~~Credit Agreement ~~for~~as ~~borrowing~~a ~~under~~result ~~our~~of ~~credit~~an ~~facility~~amendment ~~could~~to that agreement effective October 31, ~~significantly~~2001. These ~~affect~~amended ~~our~~October ~~ability~~31, to2001 financial ~~fund~~covenants ~~capital~~included ~~expenditures~~EBITDA, ~~acquisitions~~interest coverage, leverage ratio, fixed charge coverage ratios and ~~working~~a ~~capital~~senior leverage ratio. ~~There~~We ~~can~~also bestated noin ~~assurance~~that February Form 8-K that ~~our~~there ~~credit~~was ~~facility~~a significant risk that the amended covenants will not be ~~renegotiated~~met onas ~~terms~~of ~~acceptable~~April to30, us2001.

~~Unless we~~ Subsequent ~~are able~~ to ~~obtain~~our anFebruary ~~agreement~~Form to8-K, ~~the~~we ~~contrary~~reached an agreement with our lenders ~~and~~to ~~if,~~further asamend weour ~~expect,~~Credit weAgreement ~~are~~and ~~unable~~waive toall defaults ~~comply~~arising ~~with~~from ~~the~~our ~~current~~failure ~~financial~~to ~~covenant~~satisfy ~~levels~~the financial covenants at January 31, 2001, until April 15, 2001. In addition we ~~will~~agreed ~~not~~with beour ~~able~~lenders not to borrow ~~under~~against our revolving credit line ~~and~~during ~~our lenders will have~~ the ~~right~~waiver toperiod, ~~declare~~unless ~~the~~they ~~outstanding~~otherwise ~~borrowings~~agree, ~~under~~and ~~our credit facility~~ to belimit our ~~immediately~~capital ~~due~~expenditures ~~and payable and~~ to ~~exercise~~certain ~~all~~weekly-prescribed oramounts. We ~~any~~do ofnot ~~their~~expect ~~other rights and remedies, including foreclosing on~~ the ~~collateral~~revolving ~~pledged~~credit toline or ~~secure~~ the ~~credit~~capital ~~facility,~~expenditure ~~which~~restrictions ~~consists~~will ~~of substantially~~have ~~all~~any ofimpact on our ~~assets~~business. As of ~~February 19~~March 20, 2001, we had cash and cash equivalents of ~~approximately~~ $2030.5 1 million. If amounts outstanding under our credit facility were declared to be due and payable, holders of our 12% Senior Subordinated Notes due 2009 would be permitted to declare such notes to be immediately due and payable. However, pursuant to the subordination provisions of the 12% Senior Subordinated Notes due 2009, in such a circumstance payments on such Notes would not be permitted until amounts outstanding under our credit facility were paid in full.

In the October 31, 2000 amendment to our credit agreement, we agreed that in the event we did not meet our amended covenants, the rate ~~SIGNATURES~~ that would otherwise be applicable to all loans would be increased by 2% during the time such covenants are not met. Beginning February 1, 2001, the interest rate applicable to amounts outstanding will be increased by 2%. In connection with the second amendment and waiver agreement, we have agreed to pay the lenders a fee equal to 0.125% of the outstanding loans and commitments under our Credit Facility, which will be amortized as interest expense from February 1, 2001 to April 15, 2001.

~~Pursuant~~ We toanticipate ~~the~~that ~~requirements~~during of the ~~Securities~~waiver ~~Exchange~~period, ~~Act~~we ofwill ~~1934,~~engage in ~~the~~discussions ~~registrant~~with ~~has~~our ~~duly~~lenders ~~caused~~regarding ~~this~~additional ~~report~~amendments toor bewaivers under, ~~signed~~or ona ~~its~~potential ~~behalf~~restructuring byof, ~~the~~our ~~undersigned hereunto~~credit ~~duly authorized~~facility.

	MERRILL CORPORATION
	By:	/s/ ROBERT H. NAZARIAN Robert H. Nazarian Executive Vice President, Chief Financial Officer
Dated: February 20, 2001

SIGNATURES

~~QuickLinks~~ 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 H. Nazarian
	Robert H. Nazarian
	Executive Vice President, Chief Financial Officer

Dated: March 21, 2001

EXHIBIT INDEX

Exhibit No.	Description	Filing
10.1	Second Amendment and Waiver Agreement, dated as of February 1, 2001 to the Credit Agreement among Merrill Corporation, Merrill Communications LLC, the various financial institutions from time to time parties to the Credit Agreement, Wells Fargo Bank, N.A., and U.S. Bank National Association	Filed herewith

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