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): ~~March~~May 211, 2001

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

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)

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

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

Item 7. Financial Statements and Exhibits.

(a) Financial statements of businesses acquired. N/A. (b) Pro forma financial information. N/A. (c) Exhibits.

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

Item 9. Regulation FD Disclosure.

In As ~~our~~previously ~~Form~~announced, ~~8-K~~Merrill Corporation ~~filed~~obtained ~~with~~a ~~the~~waiver ~~Securities~~from ~~and~~its ~~Exchange Commission~~lenders onthrough ~~February~~April 2015, 2001 ~~(“February~~of certain ~~Form~~financial ~~8-K”)~~covenant defaults under its Credit Facility, wewhich ~~stated~~waiver ~~our~~has not ~~belief~~been extended. On April 24, 2001, Merrill Corporation received notice from the agent for the lenders under its senior Credit Facility that, as a result of the ~~continued~~Company’s ~~weakness~~previously disclosed failure to comply with the financial covenants in that Credit Facility, the lenders ~~domestic~~have ~~financial~~declared an event of default under such facility. Concurrently with the notice to the Company, ~~transaction~~the ~~market~~agent ~~and~~for the ~~impact~~lenders onhas ~~our~~sent ~~Financial~~a ~~Document~~payment ~~Services~~blockage notice to the trustee under the Indenture governing the Company’s 12% Senior Subordinated Notes due 2009 (~~FDS~~the “Notes”) ~~business~~. As ~~unit~~a result, weunder the ~~would~~terms ~~fail~~of tothe ~~meet~~Indenture ~~certain~~the ~~covenants~~Company ~~contained~~is inprohibited ~~our~~from ~~Credit~~making any payment on ~~Agreement~~the asNotes auntil ~~result~~the earlier of anthe ~~amendment~~date toon ~~that~~which ~~agreement~~the ~~effective~~event ~~October~~of ~~31,~~default under the ~~2001. These~~Credit ~~amended~~Facility ~~October~~is ~~31,~~cured ~~2001~~or waived or 179 days after the date on which the ~~financial~~payment ~~covenants~~blockage ~~included~~notice ~~EBITDA,~~was ~~interest~~received ~~coverage,~~(unless ~~leverage~~the ~~ratio~~Credit Facility has been accelerated). Accordingly, ~~fixed~~the Company ~~charge~~will ~~coverage~~not ~~ratios~~make ~~and~~the ainterest ~~senior~~payment ~~leverage~~on ~~ratio~~the Notes due on May 1, 2001. The WeIndenture ~~also~~provides ~~stated~~for ina ~~that~~grace ~~February~~period of ~~Form~~30 ~~8-K~~days ~~that~~before ~~there~~the ~~was~~failure ato ~~significant~~pay ~~risk~~interest ~~that~~creates ~~the~~an ~~amended~~event ~~covenants~~of ~~will~~default ~~not~~under bethe ~~met~~Indenture. As as of April 3027, 2001, we had cash and cash equivalents of $28.5 million.

~~Subsequent~~ The toCompany ~~our~~has ~~February~~been ~~Form~~advised ~~8-K, we reached an~~that ~~agreement~~an ~~with~~ad ~~our~~hoc ~~lenders~~committee toof ~~further~~holders ~~amend~~of ~~our~~the ~~Credit~~Senior ~~Agreement~~Subordinated ~~and~~Notes ~~waive~~has ~~all~~been ~~defaults~~formed. The ~~arising~~Company ~~from~~has ~~our~~commenced discussions ~~failure~~with ~~to satisfy~~ the ~~financial~~ad ~~covenants~~hoc ~~at January 31~~committee, ~~2001,~~and ~~until~~is ~~April~~continuing ~~15,~~to ~~2001. In addition~~negotiate ~~we agreed~~ with ~~our~~ the lenders ~~not~~under ~~to borrow against our revolving credit line during~~ the ~~waiver~~Credit ~~period~~Facility, ~~unless~~towards ~~they~~developing ~~otherwise~~a ~~agree, and to limit our~~consensual ~~capital~~restructuring ~~expenditures~~of toits ~~certain~~outstanding ~~weekly-prescribed~~debt ~~amounts~~obligations. WeAs dowith ~~not~~any negotiation, no ~~expect~~assurance can ~~the~~be ~~revolving~~given ~~credit~~that ~~line or~~ the ~~capital~~Company ~~expenditure restrictions~~ will ~~have~~be ~~any~~successful ~~impact~~in onconcluding ~~our~~an ~~business.~~agreement Aswith ofits ~~March~~debt ~~20,~~and ~~2001,~~equity weholders ~~had~~with ~~cash~~respect ~~and~~to ~~cash~~any ~~equivalents~~such ~~of $30~~restructuring.~~1 million.~~

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 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.

We anticipate that during the waiver period, we will engage in discussions with our lenders regarding additional amendments or waivers under, or a potential restructuring of, our credit facility.

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.

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

Dated: ~~March~~ May 211, 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

Filing Compare · MERRILL CORP