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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): ~~May~~October 319, 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.)

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 5. Other Events.

This Form 8-K contains forward-looking statements that are based on management's expectations, estimates, discussions with lenders, and assumptions. 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, including without limitation, the results of our continuing discussions with our lenders, our future capital requirements, current economic conditions and trends in our industry.

Attached to this Form 8-K are our unaudited consolidated financial statements as of and for the ~~fiscal~~three ~~year~~and six months ended ~~January~~July 31, 2001. By this time in prior years, we would have filed our Annual Report on Form 10-K ~~with~~and ~~the~~our ~~SEC,~~first ~~including~~and ~~consolidated~~second ~~audited~~quarter ~~financial~~Form 10-Qs ~~statements~~with ~~and~~the ~~accompanying~~SEC. ~~notes,~~Because ~~for~~we ~~the~~have ~~fiscal~~not ~~year~~cured ~~ended~~the default discussed ~~January 31~~below, ~~2001.~~we ~~The~~have ~~following~~been ~~provides~~unable anto ~~explanation~~issue ~~for~~our ~~filing~~audited ~~unaudited year-end~~ financial statements with an unqualified opinion.

As previously disclosed in our Form 8-KKs filed on May 1, 2001 and May 31, 2001, the lenders under our senior credit facility declared an event of default under that facility because of our previously disclosed failure to comply with certain financial covenants. As a result of that default, the lenders also prohibited us from making any payment on our 12% Senior Subordinated Notes due 2009 (the "Subordinated Notes") 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. ~~The~~and ~~Indenture~~are ~~governing~~in ~~the Subordinated~~default ~~Notes~~under ~~provides for a 30-day grace period before~~ the ~~failure~~terms ~~to pay interest creates an event~~ of ~~default under~~ the ~~Indenture~~Subordinated Notes.

As ~~disclosed~~previously ~~in our Form 8-K filed on May 1~~disclosed, ~~2001,~~ we are continuing our discussions with our lenders under our senior credit facility, ~~the holders of our 14% Senior Discount Notes due 2008 and a majority of our shareholders~~ on the principal terms of a consensual restructuring of our outstanding debt obligations ~~and capital structure~~. We are 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 ~~have~~are ~~made substantial progress in these~~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. ~~Assuming we enter into a consensual restructuring with our creditors, it is probable that our Subordinated Debt holders would only receive equity in exchange for their claims in any restructuring.~~ As with any restructuring, no ~~assurance~~ assurance can be given that we will be successful in reaching an agreement with any of our lenders~~, which would be acceptable to the other parties to the restructuring~~. In the event that negotiations are not successful, we will consider all of our alternatives.

~~Because~~The weunaudited ~~have not cured the default under our credit facility, we have been unable to issue our audited~~ consolidated financial statements ~~with an unqualified opinion. The unaudited 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 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. 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. ~~Our goal is to have this process completed in the next 90 to 120 days.~~

Item 7. Financial Statements and Exhibits.

Description		Page Number
Unaudited Consolidated Balance Sheet as of January 31, 2000 and 2001		F-1
Unaudited Consolidated Balance Sheet as of January 31, 2001 and July 31, 2001		F-1
Unaudited Consolidated Statement of Operations for the Years Ended January 31, 1999, 2000 and 2001		F-2
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 Years Ended January 31, 1999, 2000 and 2001		F-3
Unaudited Consolidated Statement of Cash Flows for the six months ended July 31, 2000 and 2001		F-3
Unaudited Consolidated Statement of Changes in Shareholders' Equity (Deficit) for the Years Ended January 31, 1999, 2000 and 2001		F-4

New Accounting Pronouncements

In June 2001, the Financial Accounting Standards Board (FASB) issued SFAS No. 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.

The following is an overview of our ~~anticipated~~unaudited financial position and operating results as of and for the three and six months ended ~~April~~July 3031, 2001. These unaudited ~~results~~consolidated ~~are~~financial ~~preliminary~~statements do not include adjustments, ~~and~~if any, that may arise from the continued discussions described in Item 5. of this filing. 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. ~~These results~~ and the ~~information~~three ~~contained~~months ~~herein~~ended ~~are forward-looking statements that are based on management's expectations and estimates~~April 30, ~~and~~2001. ~~are~~We anticipate ~~made~~filing ~~pursuant~~our tosecond ~~the~~quarter ~~safe~~Form 10-Q ~~harbor~~along ~~provisions~~with ofour ~~the~~financial ~~Private~~statements ~~Securities~~as ~~Litigation Reform Act~~ of ~~1995. Actual~~and ~~first~~for ~~quarter~~the ~~results~~three ~~may~~and ~~differ~~six ~~materially~~months ~~from~~ended ~~what is forecasted herein~~July 31, ~~due~~2001 toafter acompletion ~~variety~~ of ~~factors,~~our ~~including~~Form 10-K ~~without~~for ~~limitation,~~ the ~~results~~year ofended ~~our~~January 31, ~~internal~~2001 and ~~external review of these numbers. We anticipate filing~~ our first quarter Form 10-Q ~~along with our financial statements as of and~~ for the three ~~month~~months ~~period~~ ended April 30, 2001 ~~after completion of our Form 10-K~~.

WeOur ~~anticipate our~~ revenue for the three months ended ~~April~~July 3031, 2001 towas beapproximately ~~in the range of~~ $~~165~~ 177 million ~~to $170 million~~, and our gross profit for the three months ended ~~April~~ July 3031, 2001 toapproximated $59 million. beFor in the ~~range~~six ofmonths ~~$55~~ended ~~million~~July 31, to2001, ~~$60~~our ~~million.~~revenue Wewas ~~expect~~approximately $344 million, and our ~~operating~~gross profit toapproximated be$116 million. inOur ~~the~~operating ~~range~~profit ofwas approximately $1114 million toand $13 26 million for the three and six months ended ~~April~~July 3031, 2001, respectively. EBITDA, which reflects ~~earning~~earnings before interest, taxes, depreciation and amortization, exclusive of ~~non-recurring~~ merger ~~costs,~~ and other non-recurring costs and restructuring costs, ~~should~~ beapproximated ~~in the range of~~ $16 22 million toand $18 42 million for the three and six months ended ~~April~~ July 3031, 2001, respectively.

WeOur ~~anticipate our~~ cash and cash equivalents as of ~~April~~July 3031, 2001 towas beapproximately ~~in the range of~~ $22 34 million ~~to $24 million, and working capital to be in the range of $105 million to $110 million~~. Total assets ~~should~~were beapproximately ~~in the range of~~ $~~375~~ 366 million ~~to $380 million~~ as of ~~April~~July 3031, 2001, and our total liabilities ~~should~~were beapproximately ~~in the range of~~ $~~480~~463 million ~~to $485 million~~ as of ~~April~~ July 3031, 2001.

~~The~~Our ~~results~~long ~~discussed~~term ~~above~~debt ~~include~~is ~~the~~classified ~~classification~~as ~~of long~~non-~~term~~current ~~debt~~ in accordance with the original terms of the ~~original~~ debt ~~agreements~~agreement. ~~These~~In ~~results~~the doevent ~~not~~that ~~include~~we ~~adjustments,~~are ifunable ~~any, that~~to ~~may~~resolve ~~arise~~the ~~from~~outstanding ~~continued discussions~~ defaults, described in Item 5., current maturities would increase $351 million to $355 million.

Merrill Corporation

Unaudited Consolidated Balance Sheet
(dollars in thousands)

			As of January 31,
			January 31, 2001			July 31, 2001
			2000			2001
Assets
Current assets
	Cash and cash equivalents		$	1422,~~458~~896		$	2234,~~896~~319
	Trade receivables, less allowance for doubtful accounts of $5,905 and $6,760, respectively			129,186			119,156
	Trade receivables, less allowance for doubtful accounts of $6,760 and $8,556, respectively			119,156			137,615
	Work-in-process inventories			1914,~~110~~686			1413,~~686~~298
	Other inventories			89,~~240~~486			98,~~486~~108
	Other current assets			2219,~~374~~294			19,~~294~~966
		Total current assets		~~193~~185,~~368~~518			~~185~~213,~~518~~306
Property, plant and equipment, net				5958,~~491~~034			5853,~~034~~125
Goodwill, net				7572,~~945~~469			7269,~~469~~547
Other assets				2634,~~056~~424			3429,~~424~~612
		Total assets	$	~~354~~350,~~860~~445		$	~~350~~365,~~445~~590
Liabilities and Shareholders' Deficit
Current liabilities
	Current maturities of long-term debt		$	23,~~300~~988		$	3,988
	Current maturities of capital lease obligations			~~201~~274			274
	Accounts payable			3531,~~808~~131			3031,~~851~~566
	Accrued expenses			4346,~~318~~288			4665,~~568~~739
		Total current liabilities		81,~~627~~681			81101,~~681~~567
Long-term debt, net of current maturities				~~352~~353,~~615~~227			~~353~~350,~~227~~993
Capital lease obligations, net of current maturities				13,~~196~~069			32,~~069~~820
Other liabilities				1312,~~134~~652			127,~~652~~618
		Total liabilities		~~448~~450,~~572~~629			~~450~~462,~~629~~998
Minority interest				~~106~~272			~~272~~297
Preferred stock				3541,~~697~~962			4145,~~962~~105
Shareholders' deficit				(~~129~~142,~~515~~418	)		(142,~~418~~810	)
		Total liabilities and shareholders' deficit	$	~~354~~350,~~860~~445		$	~~350~~365,~~445~~590

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.

F–1

Merrill Corporation

Unaudited Consolidated Statement of Operations
(dollars in thousands)

		For the Years Ended January 31,
		Three Months Ended July 31,						Six Months Ended July 31,
		1999			2000			2001
		2000			2001			2000			2001
Revenue		$	~~509~~181,~~543~~478		$	~~587~~176,~~737~~556		$	~~649~~350,~~450~~890		$	343,766
Cost of sales			330,632			393,452			448,172
Cost of revenue			117,827			117,931			232,609			228,121
	Gross margin		178,911			194,285			201,278
	Gross profit		63,651			58,625			118,281			115,645
Selling, general and administrative expenses			~~127~~43,~~705~~553			~~146~~42,~~352~~065			~~171~~89,~~724~~807			84,809
Merger costs			—			42,628			181
Merger and other non-recurring costs			21			1,481			215			3,398
Restructuring costs			—			—937			~~4,417~~—			1,059
	Operating income		5120,~~206~~077			514,~~305~~142			2428,~~956~~259			26,379
Interest expense			(311,~~961~~951	)		(1311,~~235~~917	)		(4421,~~487~~890	)		(23,916	)
Other income (expense), net			426			(871	)		4,663
Other income, net			976			1,571			2,140			1,880
	Income (loss) before provision for income taxes		47,671			(8,801	)		(14,868	)
	Income before provision for income taxes		9,102			3,796			8,509			4,343
Provision for income taxes			213,~~214~~200			~~7,491~~89			(34,~~380~~040	)		839
	Net income (loss) before minority interest		26,457			(16,292	)		(11,488	)
	Net income before minority interest		5,902			3,707			4,469			3,504
Minority interest			—36			~~106~~10			~~166~~86			26
	Net income (loss) from continuing operations		26,457			(16,398	)		(11,654	)
	Net income		5,866			3,697			4,383			3,478
Accreted preferred stock dividend			—1,565			1,~~163~~573			63,~~265~~129			3,143
	Net income (loss) available for common shareholders	$	26,457		$	(17,561	)	$	(17,919	)
	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)

					For the Years Ended January 31,
					Six Months Ended July 31,
					1999			2000			2001
					2000			2001
Operating activities:
	Net income (loss) available for common shareholders				$	26,457		$	(17,561	)	$	(17,919	)
	Net income available for common shareholders				$	1,254		$	335
	Adjustment to reconcile net income (loss) available for common to net cash provided by (used in) operating activities:
	Adjustment to reconcile net income available for common shareholders to net cash (used in) provided by operating activities:
		Depreciation and amortization				138,~~066~~812			168,~~318~~107			~~16,935~~
		Amortization of intangible assets				5,617			6,943			8,916
		Amortization of intangible and other assets				3,201			3,735
		Writedown of goodwill				1,180			125			—
		Deferred income taxes				(2,200	)		419
		Writedown of investment				—			594			4
		Provision for losses on trade receivables				2,121			4,454
		Provision for losses on trade receivables				3,273			(80	)		4,356
		Change in deferred compensation				532			423
		Provision for unbillable inventories				67			(660	)		1,638
		Non-cash interest expense				1,146			1,242
		Deferred income taxes				(3,518	)		(559	)		(9,860	)
		Minority interest in earnings of subsidiary				86			26
		Change in deferred compensation				1,807			(4,476	)		77
		Accreted preferred stock dividend				3,129			3,143
		Minority interest in earnings of subsidiary				—			106			166
		Other, net				(424	)		(602	)
		Accreted preferred stock dividend				—			1,163			6,265
		Changes in operating assets and liabilities, net of effects from business acquisitions:
		Changes in operating assets and liabilities, net of effects from business acquisitions:
			Trade receivables			(38,188	)		(23,006	)
			Trade receivables			11,796			(10,227	)		5,968
			Work-in-process inventories			(3,622	)		1,361
			Work-in-process inventories			865			(1,554	)		2,728
			Other inventories			(1,089	)		1,378
			Other inventories			(333	)		819			(1,114	)
			Other current assets			517			(494	)
			Other assets			257			(1,085	)		(1,698	)
			Accounts payable			(993	)		710
			Accounts payable			(348	)		(1,950	)		(5,226	)
			Accrued expenses and other liabilities			8,722			17,235
			Other liabilities			(3,267	)		(3,239	)		1,889
				Net cash (used in) provided by operating activities		(16,996	)		18,466
			Income taxes			(1,109	)		(4,700	)		5,887
Investing activities:
				Net cash provided by (used in) operating activities		55,810			(20,023	)		19,012
	Purchase of property, plant and equipment					(4,079	)		(3,881	)
Investing activities:
	Business acquisitions, net of cash acquired					(4,053	)		—
	Purchase of property, plant and equipment					(16,479	)		(14,854	)		(15,255	)
	Other investing activities, net					(3,183	)		—
	Business acquisitions, net of cash acquired					(4,039	)		(55,245	)		(3,904	)
				Net cash used in investing activities		(11,315	)		(3,881	)
	Other investing activities, net					(2,551	)		(1,660	)		(2,956	)
Financing activities:
				Net cash used in investing activities		(23,069	)		(71,759	)		(22,115	)
	Borrowings on notes payable to banks					117,350			—
Financing activities:
	Repayments on notes payable to banks					(81,150	)		—
	Borrowings on notes payable to banks					86,600			157,575			153,077
	Principal payments on long-term debt and capital lease obligations					(5,580	)		(2,649	)
	Repayments on notes payable to banks					(86,600	)		(159,707	)		(150,950	)
	Issuance of Class B common stock					11,445			—
	Proceeds from issuance of long-term debt					—			356,237			9,100
	Repurchase of common stock					(5,693	)		(60	)
	Debt issuance costs					—			(10,160	)		—
	Other equity transactions, net					—			(90	)
	Principal payments on long-term debt and capital lease obligations					(814	)		(40,926	)		(7,515	)
				Net cash provided by (used in) financing activities		36,372			(2,799	)
	Issuance of class B common stock					—			70,683			29,848
Effect of exchange rate changes on cash and cash equivalents						(785	)		(363	)
	Issuance of stock note receivable					—			—			(17,748	)
Increase in cash and cash equivalents						7,276			11,423
	Issuance of preferred stock					—			40,000			—
Cash and cash equivalents, beginning of year						14,458			22,896
	Repurchase of common stock					(12,813	)		(333,495	)		(5,788	)
Cash and cash equivalents, end of period					$	21,734		$	34,319
	Dividends paid					(1,297	)		(963	)		—
	Exercise of stock options					2,149			3,003			—
	Tax benefit realized upon exercise of stock options					884			521			—
	Unrealized gain on translation					—			—			1,101
	Other equity transactions, net					96			(5	)		—
				Net cash provided by (used in) financing activities		(11,795	)		82,763			11,125
Effect of exchange rate changes on cash						—			—			416
Increase (decrease) in cash and cash equivalents						20,946			(9,019	)		8,438
Cash and cash equivalents, beginning of year						2,531			23,477			14,458
Cash and cash equivalents, end of year					$	23,477		$	14,458		$	22,896
Supplemental cash flow disclosures
	Income taxes paid				$	24,724		$	11,291		$	996
	Interest paid				$	3,599		$	9,912		$	40,277

F–3

Merrill Corporation Unaudited Consolidated Statement of Changes in Shareholders' Equity (Deficit) (dollars in thousands)

		For the Years Ended January 31, 1999, 2000 and 2001
		Common Stock			Class B Common Stock			Additional Paid-In Capital			Retained Earnings			Total
Balance, January 31, 1998		$	163			—		$	22,401		$	103,111		$	125,675
Exercise of stock options			2			—			2,147			—			2,149
Tax benefit realized upon exercise of stock options			—			—			884			—			884
Repurchase of common stock			(7	)		—			(12,806	)		—			(12,813	)
Other			—			—			96			—			96
Cash dividends			—			—			—			(1,297	)		(1,297	)
Net income available for common shareholders			—			—			—			26,457			26,457
Balance, January 31, 1999			158			—			12,722			128,271			141,151
Exercise of stock options			3			—			3,000			—			3,003
Tax benefit realized upon exercise of stock options			—			—			521			—			521
Other			—			—			(5	)		—			(5	)
Cash dividends			—			—			—			(963	)		(963	)
Merger related:															—
	Repurchase of common stock		(161	)		—			(16,412	)		(338,462	)		(355,035	)
	Issuance of class B common stock		—		$	42			92,181			—			92,223
	Value ascribed to preferred stock warrants		—			—			5,466			—			5,466
	Value ascribed to the note warrants		—			—			1,685			—			1,685
Net loss available for common shareholders			—			—			—			(17,561	)		(17,561	)
Balance, January 31, 2000			—			42			99,158			(228,715	)		(129,515	)
Issuance of class B common stock			—			14			29,835			—			29,849
Repurchase of class B common stock			—			(3	)		(5,882	)		—			(5,885	)
Issuance of stock note receivable			—			—			(17,651	)		—			(17,651	)
Paydown on debt			—			—			(60	)		—			(60	)
Unrealized gain/loss on translation			—			—			(1,237	)		—			(1,237	)
Net loss available for common shareholders			—			—			—			(17,919	)		(17,919	)
Balance January 31, 2001		$	—		$	53		$	104,163		$	(246,634	)	$	(142,418	)

F–4

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 ~~31st~~9th day of ~~May~~October, 2001.

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

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Merrill Corporation Unaudited Consolidated Balance Sheet (dollars in thousands)
Merrill Corporation Unaudited Consolidated Statement of Operations (dollars in thousands)
Merrill Corporation Unaudited Statement of Cash Flow (dollars in thousands)
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