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

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~~Pursuant ofto ~~Report~~Section 13 or 15(~~Date~~d) of ~~earliest~~the ~~event~~Securities ~~reported):~~Exchange Act ~~October 9,~~of ~~2001~~ 1934

~~MERRILL~~Date ~~CORPORATION (Exact name~~ of ~~registrant~~Report as(Date ~~specified~~of earliest inevent ~~its charter~~reported) :

~~Minnesota~~October ~~(State~~19, ~~or other jurisdiction of incorporation) 333-30732 (Commission File Number) 41-0946258 (I.R.S. Employer Identification No.)~~2001

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

~~Registrant's telephone~~(Exact ~~number,~~name ~~including~~of ~~area~~registrant as ~~code:~~specified ~~(651~~in its charter) ~~646-4501~~

Item 5. Other Events.

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

~~This~~One ~~Form 8-K~~Merrill ~~contains forward-looking statements that are based on management's expectations~~Circle, ~~estimates, discussions with lenders, and assumptions~~St. ~~The forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are~~ ~~not guaranties of future performance and involve certain risks and uncertainties that are difficult to predict. Therefore, actual, future results and trends may differ materially from what we have~~ ~~forecasted due to a variety of factors~~Paul, ~~including without limitation, the results of our continuing discussions with our lenders, our future capital requirements, current economic conditions and trends in our industry.~~Minnesota 55108

~~Attached to~~(Address ~~this Form 8-K are our unaudited consolidated financial statements as~~ of ~~and for the three and six months ended July 31, 2001. By this time in~~principal ~~prior years, we would have filed our Annual Report on Form 10-K and our first and second quarter Form 10-Qs with the SEC. Because we have not cured the default discussed~~ ~~below,~~executive weoffices) (Zip ~~have been unable to issue our audited financial statements with an unqualified opinion.~~ Code)

~~As previously~~Registrant’s ~~disclosed in our Form 8-Ks filed on May 1, 2001 and May 31, 2001, the lenders under our senior credit facility declared an event of~~telephone ~~default under that facility because of our previously disclosed failure to comply with certain financial covenants. As a result of that default~~ number, ~~the~~including ~~lenders~~area ~~also prohibited us from making any payment on our 12% Senior Subordinated Notes due 2009~~ code: (~~the "Subordinated Notes"~~651) ~~until the earlier of the date on which the event of default under the credit facility is cured or waived or 179 days~~ ~~after the date on which the payment blockage notice was received. Accordingly, we did not make the interest payment on the Subordinated Notes that was due on May 1, 2001 and are in default~~ ~~under the terms of the Subordinated Notes.~~ 646-4501

~~As previously~~Item ~~disclosed, we are continuing our discussions with our lenders under our senior credit facility on the principal terms of a consensual restructuring of our outstanding debt obligations~~7. WeFinancial ~~are~~Statements ~~also holding discussions with an ad hoc committee of holders of the Subordinated Notes with a view toward reaching a consensual restructuring with these holders. We are having ongoing negotiations~~ and ~~believe we will be able to reach an agreement with these lenders, although there can be no assurance that we will be successful in doing so~~Exhibits. As with any restructuring, no assurance can be given that we will be successful in reaching an agreement with any of our lenders. In the event that negotiations are not successful, we will consider all of our alternatives.

~~The unaudited~~(a) Financial ~~consolidated financial~~ statements ~~in Item 7 include the classification~~ of ~~long-term debt in accordance with the terms of the original agreements. In the event~~businesses ~~that we are unable to resolve the outstanding defaults described above, current maturities would increase $351 million to $355 million. These unaudited consolidated financial statements~~ ~~also do not include adjustments, if any, that may arise from these continued discussions described in the previous paragraph~~acquired. Assuming the issues with our long-term debt are satisfactorily resolved and properly reflected in our consolidated financial statements, we do not believe our final audited fiscal year end accounts and unaudited quarterly accounts will otherwise vary materially from the unaudited accounts presented in Item 7.

~~Item 7~~N/A. ~~Financial Statements and Exhibits.~~

Description		Page Number
Unaudited Consolidated Balance Sheet as of January 31, 2001 and July 31, 2001		F-1
Unaudited Consolidated Statement of Operations for the three and six months ended July 31, 2000 and 2001		F-2
Unaudited Consolidated Statement of Cash Flows for the six months ended July 31, 2000 and 2001		F-3

(b) Pro forma financial information.

~~New Accounting Pronouncements~~ N/A.

~~In June 2001, the Financial Accounting Standards Board~~ (~~FASB~~c) ~~issued SFAS No~~ Exhibits. 141, "Business Combinations," which addresses accounting and financial reporting for business combinations. This statement is effective in its entirety for the Company on February 1, 2002. Also in June 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible Assets," which addresses accounting and financial reporting for intangible assets acquired individually or with a group of other assets, except for those acquired in a business combination. This statement is effective in its entirety for the Company on February 1, 2002. The Company is reviewing the requirements of this new guidance and has not yet determined the impact on its consolidated financial statements.

Item 9. Regulation FD Disclosure.

Exhibit No.	Description	Filing

10.1	Third Amendment and Forbearance, dated as of October 19, 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

The following is an overview of our unaudited financial position and operating results as of and for the three and six months ended July 31, 2001. These unaudited consolidated financial statements do not include adjustments, if any, that may arise from the continued discussions described in Item 59. ofRegulation ~~this~~FD ~~filing~~Disclosure. These results are subject to change based on further review, if required, of these unaudited results and the unaudited results for the fiscal year ended January 31, 2001 and the three months ended April 30, 2001. We anticipate filing our second quarter Form 10-Q along with our financial statements as of and for the three and six months ended July 31, 2001 after completion of our Form 10-K for the year ended January 31, 2001 and our first quarter Form 10-Q for the three months ended April 30, 2001.

~~Our revenue~~Over ~~for~~ the ~~three~~last several months, ~~ended~~we ~~July 31,~~have ~~2001~~been ~~was~~in ~~approximately~~discussions ~~$177 million,~~with our senior lenders and an ad-hoc committee of our ~~gross~~12% ~~profit~~Senior ~~for~~Subordinated Notes due 2009 (the “Subordinated ~~three~~Noteholders”) ~~months~~surrounding ~~ended~~a ~~July 31,~~consensual ~~2001~~restructuring ~~approximated~~of our ~~$59 million~~ outstanding debt. We ~~For~~believe we will be able to reach agreement with our senior lenders and the ~~six~~ad-hoc ~~months~~committee ~~ended~~of Subordinated ~~July 31~~Noteholders, although there can be no assurance that we will be successful in doing so. As part of these negotiations, on October 19, 2001, our ~~revenue~~senior ~~was~~lenders ~~approximately~~under ~~$344 million,~~our credit facility agreed not to exercise their rights and remedies under our ~~gross~~senior ~~profit~~credit ~~approximated~~facility ~~$116 million.~~as ~~Our~~a ~~operating~~result ~~profit~~of ~~was~~our ~~approximately~~ previously ~~$14~~disclosed ~~million~~defaults ~~and~~at least until November 18, 2001 (the “Forbearance Period”). The lenders’ obligation is conditioned on our: (1) making a $26 20.0 million ~~for~~prepayment on the term loans under the senior credit facility, (2) providing three business days’ notice prior to making any payment to the Subordinated Noteholders, and ~~six~~(3) providing ~~months~~necessary ~~ended~~data ~~July~~ for certain projected financial covenants for the year end January 31, ~~2001, respectively~~2002. In ~~EBITDA~~addition, ~~which~~the forbearance ~~reflects~~agreement ~~earnings~~requires ~~before~~us ~~interest,~~to ~~taxes,~~provide ~~depreciation~~prior ~~and~~written notice to the senior ~~amortization,~~ lenders’ ~~exclusive~~administrative agent of ~~merger~~our ~~and~~intent ~~other~~to ~~non-recurring~~make ~~costs~~cash ~~and~~payments ~~restructuring~~in ~~costs,~~excess ~~approximated~~ of $22 1.0 million (other than payments for payroll and taxes). The $42 20.0 million prepayment was made on October 19, 2001, and we anticipate that we will be able to provide the necessary data for the ~~three~~projected ~~and~~financial ~~six~~covenants ~~months~~set ~~ended~~forth therein. After the $20.0 ~~July~~ million prepayment to our senior lenders, our cash balance as of October 22, 2001 was approximately $32.5 million. As previously disclosed in our Form 8-K filed on May 31, 2001, ~~respectively~~as a result of our previously disclosed defaults under the credit facility, the senior lenders prohibited us from making any payments to the Subordinated Noteholders for the 179-day period following our receipt of notice of that prohibition. This prohibition expired on October 22, 2001. At this time, we have chosen not to make our May 2001 and November 2001 interest payments to the Subordinated Noteholders.

~~Our~~We anticipate that ~~cash~~ during ~~and~~the ~~cash~~Forbearance ~~equivalents~~Period, aswe ofwill ~~July 31,~~continue ~~2001~~to ~~was~~engage ~~approximately~~in ~~$34 million.~~discussions ~~Total~~with our ~~assets~~senior ~~were~~lenders ~~approximately~~and ~~$366 million~~the asad-hoc committee of ~~July 31,~~Subordinated ~~2001,~~Noteholders ~~and our~~with ~~total~~ the ~~liabilities~~goal ~~were~~of ~~approximately~~reaching ~~$463~~a ~~million~~consensual asrestructuring of ~~July 31,~~our ~~2001~~outstanding debt. In the event that negotiations are not successful, we will consider all of our alternatives.

Our long term debt is classified as non-current in accordance with the original terms of the debt agreement. In the event that we are unable to resolve the outstanding defaults, described in Item 5., current maturities would increase $351 million to $355 million. SIGNATURES

Pursuant to the requirements ~~Merrill~~ of ~~Corporation Unaudited~~the ~~Consolidated~~Securities ~~Balance~~Exchange ~~Sheet (dollars~~Act inof ~~thousands)~~ 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			January 31, 2001			July 31, 2001
Assets
Current assets
	Cash and cash equivalents		$	22,896		$	34,319
	Trade receivables, less allowance for doubtful accounts of $6,760 and $8,556, respectively			119,156			137,615
	Work-in-process inventories			14,686			13,298
	Other inventories			9,486			8,108
	Other current assets			19,294			19,966
		Total current assets		185,518			213,306
Property, plant and equipment, net				58,034			53,125
Goodwill, net				72,469			69,547
Other assets				34,424			29,612
		Total assets	$	350,445		$	365,590
Liabilities and Shareholders' Deficit
Current liabilities
	Current maturities of long-term debt		$	3,988		$	3,988
	Current maturities of capital lease obligations			274			274
	Accounts payable			31,131			31,566
	Accrued expenses			46,288			65,739
		Total current liabilities		81,681			101,567
Long-term debt, net of current maturities				353,227			350,993
Capital lease obligations, net of current maturities				3,069			2,820
Other liabilities				12,652			7,618
		Total liabilities		450,629			462,998
Minority interest				272			297
Preferred stock				41,962			45,105
Shareholders' deficit				(142,418	)		(142,810	)
		Total liabilities and shareholders' deficit	$	350,445		$	365,590

	MERRILL CORPORATION


	By:	/s/Robert H. Nazarian
		Robert H. Nazarian
		Executive Vice President, Chief Financial Officer

~~Long-term debt~~Dated: October ~~is classified as non-current in accordance with the original terms of the debt agreement. In the event that we are unable to resolve the outstanding defaults~~23, ~~described in Item 5., current maturities would increase $351 million to $355 million.~~ 2001

~~F–1~~EXHIBIT INDEX

Merrill Corporation Unaudited Consolidated Statement of Operations (dollars in thousands)

Exhibit No.	Description	Filing

10.1	Third Amendment and Forbearance, dated as of October 19, 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

		Three Months Ended July 31,						Six Months Ended July 31,
		2000			2001			2000			2001
Revenue		$	181,478		$	176,556		$	350,890		$	343,766
Cost of revenue			117,827			117,931			232,609			228,121
	Gross profit		63,651			58,625			118,281			115,645
Selling, general and administrative expenses			43,553			42,065			89,807			84,809
Merger and other non-recurring costs			21			1,481			215			3,398
Restructuring costs			—			937			—			1,059
	Operating income		20,077			14,142			28,259			26,379
Interest expense			(11,951	)		(11,917	)		(21,890	)		(23,916	)
Other income, net			976			1,571			2,140			1,880
	Income before provision for income taxes		9,102			3,796			8,509			4,343
Provision for income taxes			3,200			89			4,040			839
	Net income before minority interest		5,902			3,707			4,469			3,504
Minority interest			36			10			86			26
	Net income		5,866			3,697			4,383			3,478
Accreted preferred stock dividend			1,565			1,573			3,129			3,143
	Net income available for common shareholders	$	4,301		$	2,124		$	1,254		$	335

F–2

Merrill Corporation Unaudited Statement of Cash Flow (dollars in thousands)

					Six Months Ended July 31,
					2000			2001
Operating activities:
	Net income available for common shareholders				$	1,254		$	335
	Adjustment to reconcile net income available for common shareholders to net cash (used in) provided by operating activities:
		Depreciation and amortization				8,812			8,107
		Amortization of intangible and other assets				3,201			3,735
		Deferred income taxes				(2,200	)		419
		Provision for losses on trade receivables				2,121			4,454
		Change in deferred compensation				532			423
		Non-cash interest expense				1,146			1,242
		Minority interest in earnings of subsidiary				86			26
		Accreted preferred stock dividend				3,129			3,143
		Other, net				(424	)		(602	)
		Changes in operating assets and liabilities, net of effects from business acquisitions:
			Trade receivables			(38,188	)		(23,006	)
			Work-in-process inventories			(3,622	)		1,361
			Other inventories			(1,089	)		1,378
			Other current assets			517			(494	)
			Accounts payable			(993	)		710
			Accrued expenses and other liabilities			8,722			17,235
				Net cash (used in) provided by operating activities		(16,996	)		18,466
Investing activities:
	Purchase of property, plant and equipment					(4,079	)		(3,881	)
	Business acquisitions, net of cash acquired					(4,053	)		—
	Other investing activities, net					(3,183	)		—
				Net cash used in investing activities		(11,315	)		(3,881	)
Financing activities:
	Borrowings on notes payable to banks					117,350			—
	Repayments on notes payable to banks					(81,150	)		—
	Principal payments on long-term debt and capital lease obligations					(5,580	)		(2,649	)
	Issuance of Class B common stock					11,445			—
	Repurchase of common stock					(5,693	)		(60	)
	Other equity transactions, net					—			(90	)
				Net cash provided by (used in) financing activities		36,372			(2,799	)
Effect of exchange rate changes on cash and cash equivalents						(785	)		(363	)
Increase in cash and cash equivalents						7,276			11,423
Cash and cash equivalents, beginning of year						14,458			22,896
Cash and cash equivalents, end of period					$	21,734		$	34,319

F–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 hereunto duly authorized on this 9th day of October, 2001.

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

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