As filed with the Securities and Exchange Commission on September 12, 2000

Registration No. 333-41080

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U.S. SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

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PRE-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-1REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

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

|Minnesota                                                      | 2750                                                     | 41-0946258                          
|-------------------------------------------------------------- | -------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of
incorporation or organization) | (Primary Standard Industrial
Classification Code Number) | (I.R.S. Employer
Identification No.)

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See
table of additional registrants on next page

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One Merrill Circle
St. Paul, Minnesota 55108
Telephone No.: (651) 646-4501(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)

Steven J. Machov
Vice President, General Counsel and Secretary
Merrill Corporation
One Merrill Circle
St. Paul, Minnesota 55108
Telephone No.: (651) 646-4501(Name, address, including zip code, and telephone number,
including area code, of agent for service)

Copy to:
Amy E. Culbert
Oppenheimer Wolff & Donnelly LLP
45 South Seventh Street, Suite 3300
Minneapolis, Minnesota 55402
(612) 607-7000

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Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.

If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check
the following box. /x/

If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same offering. / /

If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. / /

If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. / /

If
delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. / /

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We hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until we file a further amendment which
specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall
become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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ADDITIONAL REGISTRANTS

|Exact Name of Registrant as Specified in its Charter |  | State or Other Jurisdiction of Incorporation or Organization |  | Primary Standard Industrial Classification Code |  | I.R.S. Employer Identification No. |  | Address, including Zip Code, and Telephone Number, including Area Code of Registrant's Principal Executive Offices
|---------------------------------------------------- |  | ------------------------------------------------------------ |  | ----------------------------------------------- |  | ---------------------------------- |  | ------------------------------------------------------------------------------------------------------------------
|                                                     |  |                                                              |  |                                                 |  |                                    |  |                                                                                                                   
|Merrill Communications LLC                           |  | Delaware                                                     |  | 2750                                            |  | 41-0946258                         |  | One Merrill Circle
St. Paul, Minnesota 55108
(651) 646-4501                                                       
|Merrill Real Estate Company                          |  | Minnesota                                                    |  | 2750                                            |  | 41-1814548                         |  | One Merrill Circle
St. Paul, Minnesota 55108
(651) 646-4501                                                       
|Merrill/Magnus Publishing Corporation                |  | Minnesota                                                    |  | 2750                                            |  | 41-1631198                         |  | One Merrill Circle
St. Paul, Minnesota 55108
(651) 646-4501                                                       
|Merrill/New York Company                             |  | Minnesota                                                    |  | 2750                                            |  | 13-3189038                         |  | 225 Varick Street
New York, New York 10014
(212) 620-5600                                                         
|Merrill/May Inc.                                     |  | Minnesota                                                    |  | 2750                                            |  | 41-1766390                         |  | 4110 Clearwater Road
St. Cloud, Minnesota 56301
(320) 656-5000                                                    
|Merrill/Alternatives, Inc.                           |  | Minnesota                                                    |  | 2750                                            |  | 41-1942608                         |  | 12849 Industrial Park Blvd.
Plymouth, Minnesota 55441
(612) 550-0797                                              
|Merrill International Inc.                           |  | Minnesota                                                    |  | 2750                                            |  | 41-1955344                         |  | One Merrill Circle
St. Paul, Minnesota 55108
(651) 646-4501                                                       
|FMC Resource Management Corporation                  |  | Washington                                                   |  | 2750                                            |  | 91-0950018                         |  | 14640 172nd Drive SE
Monroe, Washington 98272
(360) 794-3157                                                      
|Merrill Training &
Technology, Inc.                  |  | Minnesota                                                    |  | 2750                                            |  | 41-1867060                         |  | One Merrill Circle
St. Paul, Minnesota 55108
(651) 646-4501                                                       
|Merrill/Global, Inc.                                 |  | Minnesota                                                    |  | 2750                                            |  | 41-1882477                         |  | One Merrill Circle
St. Paul, Minnesota 55108
(651) 646-4501                                                       
|Merrill/Executech, Inc.                              |  | Minnesota                                                    |  | 2750                                            |  | 41-1912010                         |  | 444 Westport Avenue, 2nd Floor
Norwalk, Connecticut 06851
(203) 846-3000                                          

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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and
Exchange Commission becomes effective. This prospectus is not an offer to sell nor is it soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED SEPTEMBER 12, 2000

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PROSPECTUS

[MERRILL CORPORATION LOGO]

$15,157,000 12% SERIES A SENIOR SUBORDINATED NOTES DUE 2009

Maturity



Interest



Guarantees



Ranking



Redemption



Mandatory Offer to Repurchase



Trading Market for the Notes



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Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful
or complete. Any representation to the contrary is a criminal offense.

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THIS PROSPECTUS IS DATED            , 2000

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## 

TABLE OF CONTENTS

|                                                                                      |  | Page
|------------------------------------------------------------------------------------- |  | ----
|Prospectus Summary                                                                    |  | 1   
|Risk Factors                                                                          |  | 10  
|Forward-Looking Statements                                                            |  | 18  
|Use of Proceeds                                                                       |  | 19  
|Capitalization                                                                        |  | 19  
|Selected Historical Consolidated Financial Data                                       |  | 20  
|Management's Discussion and Analysis of Financial Condition and Results of Operations |  | 21  
|Business                                                                              |  | 32  
|Management                                                                            |  | 50  
|Executive Compensation                                                                |  | 52  
|Security Ownership of Management and Beneficial Owners of Five Percent or More        |  | 67  
|Related Party Relationships and Transactions                                          |  | 68  
|Selling Noteholder                                                                    |  | 72  
|Description of Merrill Communications LLC's Credit Facility                           |  | 74  
|Description of Notes                                                                  |  | 76  
|Material United States Federal Income Tax Considerations                              |  | 117 
|Plan of Distribution                                                                  |  | 120 
|Where You Can Find More Information                                                   |  | 121 
|Legal Matters                                                                         |  | 122 
|Experts                                                                               |  | 122 
|Index to Unaudited Pro Forma Consolidated Financial Data                              |  | P-1 
|Index to Consolidated Financial Statements                                            |  | F-1 

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You
should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information that is different. This prospectus may only be used
where it is legal to sell these securities. The information in this prospectus is accurate as of the date on the front cover. You should not assume that the information contained in this prospectus is
accurate as of any other date.

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In this prospectus, "Merrill," the "company," "we," "us" or "our" refer to Merrill Corporation and its subsidiaries, except where the context makes clear that
the reference is only to Merrill Corporation itself and not its subsidiaries. "Merrill Communications LLC" refers to Merrill Communications LLC, a wholly owned subsidiary of Merrill Corporation.
"DLJMB" refers to DLJ Merchant Banking Partners II, L.P. "DLJ
Merchant Banking funds" and "DLJMB funds" refer to DLJ Merchant Banking Partners II, L.P. and some of its affiliated funds.

Our fiscal year ends on January 31 of each year. Unless the context indicates otherwise, whenever we refer in this prospectus to a particular fiscal
year, we mean the fiscal year ending in that particular calendar year.

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## 

PROSPECTUS SUMMARY

This summary highlights the information contained elsewhere in this prospectus. Because this is only a summary, it does not contain all
of the information that may be important to you. For a more complete understanding of this offering, our company and the notes offered under this prospectus, we encourage you to read this entire
prospectus.

SUMMARY OF THE TERMS OF THE NOTES

|Issuer                                           |  | Merrill Corporation                                                                                                                                                                                                                                                                                                                                                                                                                                     
|------------------------------------------------ |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Original Issuance                                |  | $140,000,000 aggregate principal amount of 12% Series A Senior Subordinated Notes due 2009.                                                                                                                                                                                                                                                                                                                                                             
|Total Amount of Notes Offered by This Prospectus |  | $15,157,000 aggregate principal amount of 12% Series A Senior Subordinated Notes due 2009.                                                                                                                                                                                                                                                                                                                                                              
|Maturity                                         |  | The notes mature on May 1, 2009.                                                                                                                                                                                                                                                                                                                                                                                                                        
|Interest Rate                                    |  | The notes bear interest at an annual rate of 12%.                                                                                                                                                                                                                                                                                                                                                                                                       
|Interest Payment Dates                           |  | We pay interest on the notes every six months on May 1 and November 1.                                                                                                                                                                                                                                                                                                                                                                                  
|Optional Redemption                              |  | We may redeem some or all of the notes at any time on or after November 1, 2004, in whole or in part, in cash at the redemption prices described under the heading "Description of NotesOptional Redemption," plus any accrued and unpaid
interest to the date of redemption.                                                                                                                                                                          
|                                                 |  | In addition, on or before November 1, 2002, we may redeem up to $49.0 million of the notes originally issued in November 1999 at a redemption price of 112.0% with the proceeds of public offerings of equity in our company. We may make that
redemption only if, after the redemption, at least $91.0 million of the notes originally issued in November 1999 remain outstanding.                                                                     
|Change of Control                                |  | If we sell substantially all of our assets or experience specific kinds of changes in control as described in more detail under the heading "Description of NotesRepurchase at the Option of HoldersChange of Control," we will be required to
make an offer to purchase the notes. The purchase price will equal 101% of the principal amount of the notes on the date of repurchase, plus any accrued and unpaid interest to the date of repurchase.
|Subsidiary Guarantees                            |  | The notes are jointly and severally guaranteed on an unsecured, senior subordinated basis by our wholly-owned domestic subsidiaries. If we cannot make payments on the notes when they are due, our subsidiary guarantors must make them instead. We have
not included in this prospectus separate financial statements for any of our subsidiary guarantors. We have, however, provided combined information for all of our subsidiary guarantors.     
|                                                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                         

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|                                 |  | These subsidiary guarantors are also guarantors, along with us, of Merrill Communications LLC's credit facility and are jointly and severally liable with us on a senior basis for these obligations. To secure the obligations under this credit facility,
 we pledged all of our limited liability company interests in Merrill Communications LLC and all of the stock of all Merrill Communications LLC's domestic subsidiaries. We and the guarantor subsidiaries also granted security interests in, or liens on,
 substantially all other tangible and intangible assets of Merrill, Merrill Communications LLC and the guarantor subsidiaries.
|-------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Ranking                          |  | The notes and the subsidiary guarantees are general, unsecured obligations of ours. They rank:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|                                 |  |  behind all of our and our subsidiary guarantors' existing and future senior indebtedness and secured indebtedness, including any borrowings under Merrill Communications LLC's credit facility;
 
 equally with any of our and our subsidiary guarantors' future senior subordinated indebtedness, including trade payables;
 
 ahead of any of our and our subsidiary guarantors' future subordinated indebtedness; and
 
 effectively behind all of the liabilities of our subsidiaries that have not guaranteed the notes.                                                                                                                    
|                                 |  | At April 30, 2000, the notes and the subsidiary guarantees were subordinated to:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                 |  |  $258.0 million of senior indebtedness; and
 
 $1.4 million of liabilities, including trade payables but excluding intercompany obligations, of our non-guarantor subsidiaries.                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|                                 |  | Although the indenture governing the notes limits the amount of total indebtedness and senior subordinated indebtedness that we may incur, it does not limit the amount of senior indebtedness that we may incur.                                                                                                                                                                                                                                                                                                                                                                                                                                     
|Basic Covenants of the Indenture |  | We issued the notes under an indenture with Wells Fargo Bank Minnesota, N.A., formerly known as Norwest Bank Minnesota, N.A., as trustee. The terms of this indenture restrict our ability and the ability of our restricted subsidiaries to:                                                                                                                                                                                                                                                                                                                                                                                                         
|                                 |  |  incur additional indebtedness;
 
 create liens;
 
 engage in sale-leaseback transactions;
 
 purchase or redeem capital stock;
 
 make investments;
 
 sell assets;
 
 engage in transactions with affiliates; or
 
 effect a consolidation or merger.                                                                                                                                                                                                                                                                                                                                                                                       
|                                 |  | These limitations are subject to a number of important qualifications and exceptions. We refer you to the information under the heading "Description of NotesCovenants."                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

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|Events of Default                        |  | The indenture describes the circumstances that constitute events of default with respect to the notes. We refer you to the information under the heading "Description of NotesEvents of Default and Remedies."                                                                                                                                                                                                                                                                                                                                                                                 
|---------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Use of Proceeds                          |  | We will not receive any proceeds from the sale of the notes offered under this prospectus.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Form of the Notes                        |  | The notes are represented by one or more permanent global securities in registered form deposited with Norwest Bank Minnesota, N.A., as custodian, for the benefit of The Depository Trust Company. You will not receive notes in registered form unless
one of the events set forth under the heading "Description of NotesBook-Entry, Delivery and Form" occurs. Instead, beneficial interests in the notes are shown on, and transfers of these interests are effected only through, records maintained in
book-entry form by The Depository Trust Company with respect to its participants.
|Absence of a Public Market for the Notes |  | There has been no public market for the notes, and no active public market for the notes is currently anticipated. We do not intend to list the notes on any securities exchange or to include them on any over-the-counter market. We cannot make any
assurances regarding the liquidity of the market for the notes, the ability of holders to sell their notes or the price at which holders may sell their notes. We refer you to the information under the heading "Plan of Distribution."                                                                                                 
|Trustee                                  |  | Wells Fargo Bank Minnesota, N.A. is serving as the trustee under the indenture.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                         |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

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## 

OUR COMPANY

We
are a diversified communications and document services company applying advanced information systems and intranet/Internet technology to provide a broad range of services to our
financial, legal and corporate clients. Our services integrate traditional composition, imaging and printing services with document management, distribution, marketing and software solutions. This
integrated approach helps streamline the preparation and distribution of business-to-business communications materials. We serve our domestic clients through 37 business
centers in 29 cities throughout the United States, and our international clients through offices in Paris and London, a revenue sharing arrangement in Canada and vendor relationships with local
document service providers in Asia, Latin America and Australia. Revenue for our year ended January 31, 2000 and for the three months ended April 30, 2000 was $587.7 million and
$169.4 million, respectively. Net loss available to common shareholders for fiscal year ended January 31, 2000 and for the three month period ended April 30, 2000 was
$17.6 million and $3.0 million, respectively.

Our
business strategy is to help our clients communicate more effectively with their clients. We pursue this strategy by providing a total outsourcing solution for all of our clients'
business-to-business communications and document needs. As part of our strategy, we focus on specific client segments that have substantial and complex communications
requirements for which we develop an expertise that we believe provides us with a significant competitive advantage. Our service offering is often fully integrated with our clients' internal
processes, and in many cases we have dedicated full-time personnel situated on-site at our clients' locations. As a result, we believe we have built strong,
long-lasting relationships with clients that have trusted us to manage their time sensitive, confidential documents and their branded promotional materials. We believe that these strong,
trusted relationships help provide us with a more stabilized source of cash flow.

As
part of our efforts in helping our clients communicate more effectively with their clients, we have introduced electronic, digital and Internet-based solutions. We have designed
our service offering to take advantage of our strong technological capabilities in web-based information, document collaboration and distribution and in electronic document imaging, coding
and retrieval. The proprietary technology embedded within our services further strengthens our client relationships and the integration of our service offering into our clients' communication
processes, which in turn leads to more stabilized cash flows. Currently, we have a team of approximately 235 project managers, software developers, and support personnel responsible for the design,
development and implementation of our technology-based offerings.

We
have grown rapidly since our inception, both through internal growth and acquisitions. Since 1993, we have made 13 acquisitions, taking advantage of the consolidation opportunities
presented in some of the fragmented market segments in which we participate. Through our growth, we have also expanded the diversity of our service offering and our client base.

As
part of the realignment in our corporate structure in February 1999, we shifted from a geographically based matrix organization into five business units in order to provide
clearer accountability, quicker decision making, sharper operational focus within each line of business and to better enable us to capitalize on the growth opportunities within each of our markets. In
August 2000, we announced the consolidation of two of these business groupsInvestment Company Services and Managed Communications Programsinto one business group. This
consolidation will be implemented during the next couple of months. Our business units are organized under two reportable segments, Specialty Communication Services and Document Services.

Specialty Communication Services

The Specialty Communication Services segment provides our financial, investment company and corporate clients with information technology-based solutions for
the production and distribution of

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transactional financial documents, marketing materials, compliance documents and branded promotional materials.



Document Services

Our Document Management Services business unit provides law firms, corporate legal departments, investment banks and other professional services firms with
information management products and services designed to enhance productivity and reduce costs. We provide a total outsourcing solution to our clients' information management needs, including
providing all of the staff, technology and equipment necessary to manage the varying levels of demand associated with this function. We operate 84 document service centers on-site at
client locations in 11 U.S. metropolitan markets. In these centers, we manage a range of services, including document imaging, copying, fax management and desktop publishing. We offer these services
typically over a three to five year

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contractual period. Supporting this business are over 500 of our employees resident in our clients' facilities. We also manage reprographics and regional imaging centers that provide litigation
support for small and large-scale assignments. In addition, we offer a sophisticated, web-based litigation support software program that enhances our clients' productivity in the storage and retrieval
of legal documents associated with complex corporate and litigation matters.

THE MERGER

On
November 23, 1999, we merged with Viking Merger Sub, Inc. pursuant to an Agreement and Plan of Merger between Merrill and Viking Merger Sub dated as of
July 14, 1999, as amended. As a result of the merger, each share of our common stock outstanding immediately prior to the merger converted into the right to receive $22.00 in cash. John W.
Castro, our President and Chief Executive Officer, and Rick R. Atterbury, our Executive Vice President and Chief Technology Officer, retained an equity interest in our company representing a then
23.4% of our outstanding capital stock (excluding warrants). The merger was accounted for as a recapitalization and consequently had no impact on our historical basis of assets and liabilities nor
resulted in the recording of any goodwill.

The
merger was financed by (1) $220.0 million of proceeds from new senior secured term loans entered into among Merrill Communications LLC, DLJ Capital
Funding, Inc., as lead arranger and syndication agent, Wells Fargo Bank, N.A., as documentation agent, and U.S. Bank National Association, as administrative agent, and the other lenders party
to that agreement, (2) approximately $136.2 million of proceeds from the issuance by Merrill of 140,000 units, each consisting of $1,000 principal amount of 12% senior subordinated notes
due 2009 and one warrant to purchase 1.22987 shares of class B common stock, and (3) approximately $110.7 million of proceeds from the issuance by Merrill of class B common
stock, preferred stock and warrants to DLJ Merchant Banking Partners II, L.P. and other investors. The notes offered under this prospectus were part of the units sold in November 1999.

PURPOSE FOR THE OFFERING

On
November 23, 1999, we completed the private offering and sale of 140,000 units, each unit consisting of $1,000 principal amount of 12% senior subordinated notes due 2009 and
one warrant to purchase 1.22987 shares of our class B common stock. At the time of that private sale, we and our subsidiary guarantors entered into a registration rights agreement with
Donaldson, Lufkin & Jenrette Securities Corporation, the initial purchaser of the units, relating to the registration of those notes (which we
refer to as the "old notes") with the Securities and Exchange Commission. In that agreement, we agreed to deliver to the holders of the old notes either (1) an exchange offer prospectus, by
which we would offer to exchange the old notes of eligible holders for new registered notes, or (2) this prospectus, by which the holders of old notes not eligible to participate in the
exchange offer described in clause (1) above may publicly resell their old notes.

It
is our understanding that, under current interpretations by the Securities and Exchange Commission of applicable provisions of the Securities Act of 1933, "affiliates" of an issuer
of securities, who are persons that directly, or indirectly through one or more intermediaries, control or are controlled by, or are under common control with, the issuer, are not eligible to
participate in exchange offers of the type we conducted for the other holders of the old notes. Since the selling noteholder named in this prospectus would be considered an affiliate of Merrill for
purposes of the federal securities laws, it was not eligible to participate in the exchange offer. Accordingly, we are performing our obligation to file the registration statement of which this
prospectus is a part, by which the selling noteholder named in this prospectus may publicly resell its old notes.

In
the registration rights agreement, we agreed to: (1) file the registration statement of which this prospectus is a part on or before September 20, 2000;
(2) cause this registration statement to be

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declared effective by the Securities and Exchange Commission on or before March 19, 2001; and (3) keep this registration statement effective until the later of (a) the date that
the selling noteholder is no longer deemed an affiliate of Merrill; and (b) the earlier of November 23, 2001 and the earlier date when no notes covered by the registration statement of
which this prospectus is a part remain outstanding. If we fail to meet any of these obligations, we must pay liquidated damages to the selling noteholder named in this prospectus. These liquidated
damages will equal with respect to the first 90-day period immediately following the occurrence of the first event referred to in (1), (2) and (3) above, an amount equal to $0.05 per week
per $1,000 principal amount of notes held by that holder and an additional $0.05 per week per $1,000 principal amount of notes with respect to each subsequent 90-day period until all the
events referred to in (1), (2) and (3) above have been cured, up to a maximum amount of liquidated damages for all registration defaults of $0.25 per week per $1,000 principal amount of notes.

OUR ADDRESS

Our
principal executive offices are located at One Merrill Circle, St. Paul, Minnesota 55108. Our telephone number is (651) 646-4501 and our worldwide web site
iswww.merrillcorp.com. The information
contained in our web site, or connected to that site, is not included into and does not constitute part of this prospectus.

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We
own or have the rights to various trademarks or trade names used in our business, including the
following:Merrill®,Merrill
e-Collaborate,Merrill
e:Proof,Merrill<>Link,MDB<>Link,Merrill
TextManager,MerrillReports,MerrillConnect,Merrill@ccess,Merrill
net:Prospect,Merrill UR LawandEFD.

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## 

SUMMARY HISTORICAL AND UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL DATA

The
table below includes summary historical and unaudited pro forma consolidated financial data for our company. The summary historical consolidated financial data is derived from
our consolidated financial statements and the related notes, which are included elsewhere in this prospectus. The summary unaudited pro forma consolidated financial data is derived from our historical
financial data and give effect to the transactions described in "Unaudited Pro Forma Consolidated Financial Data" included elsewhere in this prospectus. The summary unaudited pro forma consolidated
financial data is presented for illustrative purposes only and is not necessarily indicative of our financial position or results of operations if those transactions had actually occurred on those
dates, and is not necessarily indicative of our future results of operations or financial position. You should read the information contained in this table in conjunction with the information under
the headings "Selected Historical Consolidated Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Unaudited Pro Forma Consolidated Financial
Data" and our consolidated financial statements and the notes to those statements included elsewhere in this prospectus.

|                                                    |  | Year Ended January 31, |       | Three Months
Ended April 30, |  
|--------------------------------------------------- |  | ---------------------- | ----- | ---------------------------- | -
|
|
|Operating Data:                                     |  |                        |       |                              |  
|Revenue                                             |  | $                      | 353.8 |                              | $
|Gross profit                                        |  |                        | 126.3 |                              |  
|Operating income                                    |  |                        | 36.3  |                              |  
|Net income (loss) available to common               |  |                        | 17.8  |                              |  
|Other Data:                                         |  |                        |       |                              |  
|EBITDA (1)                                          |  | $                      | 49.8  |                              | $
|Adjusted EBITDA (1)                                 |  |                        | 49.8  |                              |  
|Capital expenditures                                |  |                        | 9.2   |                              |  
|Cash interest expense                               |  |                        | 4.1   |                              |  
|Depreciation and amortization (2)                   |  |                        | 13.4  |                              |  
|Ratio of earnings to fixed charges (3)              |  |                        | 6.3   | x                            |  
|Net cash provided by (used in) operating activities |  |                        | 8.5   |                              |  
|Net cash used in investing activities               |  |                        | (35.8 | )                            |  
|Net cash provided by (used in) financing activities |  |                        | 20.4  |                              |  

|                                                  |  | Pro Forma |      
|------------------------------------------------- |  | --------- | -----
|
|
|Pro Forma Data:                                   |  |           |      
|Revenue                                           |  | $         | 610.0
|EBITDA (1)                                        |  |           | 32.8 
|Adjusted EBITDA (1)                               |  |           | 78.5 
|Capital expenditures                              |  |           | 15.0 
|Cash interest expense                             |  |           | 39.8 
|Ratio of Adjusted EBITDA to cash interest expense |  |           | 2.0  
|Ratio of earnings to fixed charges                |  |           | 1.2  

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|                                         |  | As of January 31, |       | As of April 30, |  
|---------------------------------------- |  | ----------------- | ----- | --------------- | -
|
|
|Balance Sheet Data:                      |  |                   |       |                 |  
|Cash and cash equivalents                |  | $                 | 23.5  |                 | $
|Total assets                             |  |                   | 265.9 |                 |  
|Total debt (4)                           |  |                   | 41.9  |                 |  
|Preferred stock (5)                      |  |                   |      |                 |  
|Shareholders' equity (deficit) (4)(5)(6) |  |                   | 141.2 |                 |  

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## 

RISK FACTORS

In deciding whether to purchase the notes offered under this prospectus, you should consider the risks associated with the nature of
our business and the risk factors relating to our indebtedness and the notes in addition to the other information contained in this prospectus.

Risks relating to our business



An
important objective of our business plan is to reduce the proportion of our revenue derived from traditional, transaction-related printing services by focusing on the value we can
add to those services through our platform of advanced electronic, digital and Internet-based solutions. We believe that this focus, which emphasizes highly customized services, will lead to more
stable recurring revenue from long-term contracts and to more opportunities to become a client's preferred vendor for new or enhanced products and services. While our track record for
creating and selling technology-based solutions is strong so far, this strategy has many risks, including the following:



While we believe that our strong technology focus positions us to capitalize on changing communication demands, developments in e-Commerce and the
growing acceptance of outsourcing as a management tool, we anticipate that our Financial Document Services and Investment Company Services business units will continue to contribute a material amount
to our operating results. The market for these services depends in part on the demand for printed financial documents, which is driven largely by the Securities Exchange Commission and other
regulatory bodies. Any rulemaking affecting the content of prospectuses and their delivery could have an adverse effect on our business.

Demand
for services provided by our Financial Document Services and, to a lesser extent, Investment Company Services business units can also be affected by volatility in domestic and
international markets due to economic, political and other events beyond our control. In recent years,

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with some exceptions (for example, during the Fall of 1998), the volume of transactional activity and thus the demand for our Financial Document Services has been high. We cannot assure you that this
demand will continue. In addition, any financial crisis or prolonged period of market uncertainty that
reduces transactional activity could materially adversely affect our operating results and financial condition.



Competition in our industry is intense. In our Financial Document Services, Investment Company Services and Merrill Print Group business units we compete with
large, national printers, which may have greater financial resources and which are capable of competing effectively in our marketplace. We also compete with many smaller, regional printers across the
United States in these business units. In our Managed Communications Programs business unit we compete with large, national integrated print and information service providers, as well as a number of
smaller regional and local companies. In our Document Management Services business unit we compete with nationwide services companies, as well as a number of smaller, local companies. Competition in
our industry for all of our business units is based principally on quality of service, price, technological capability and established relationships. We cannot assure you that we will be able to
compete effectively in all these areas in the future, which would harm our business and operating results.



Our ability to grow and our future success will depend to a significant extent on the continued contributions of our senior management, in particular
John Castro and Rick Atterbury, and technical and sales personnel, many of whom would be difficult to replace. We do not have key person life insurance on all of our key personnel.

Our
future success will also depend in large part on our ability to identify, attract and retain other highly qualified managerial, technical, sales and marketing and customer service
personnel. Competition for these individuals is intense, especially in the markets in which we operate. We may not succeed in identifying, attracting and retaining these personnel. Further,
competitors and other entities have in the past recruited and may in the future attempt to recruit our employees, particularly our sales personnel. The loss of the services of any of our key
personnel, the inability to identify, attract or retain qualified personnel in the future or delays in hiring qualified personnel, particularly technical and sales personnel, could make it difficult
for us to manage our business and meet key objectives, such as the timely introduction of new technology-based products and services, which would harm our business, financial condition and operating
results.



In December 1999, our Financial Document Services business unit ended its joint venture arrangement in Europe, Japan, Latin America and Asia and began
its own direct operations in Europe. The replacement of our international joint venture arrangement with our own direct operations in Europe is expensive and if we are unsuccessful in obtaining
sufficient revenue, we may not be able to recover our costs. In addition, the joint venture arrangement provided us a level of revenue and market share, which we may not be able to obtain with our own
direct operations.

11

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We plan to expand our international operations and establish additional facilities in other parts of the world. The expansion of our international operations
and entry into additional international markets require significant management attention and financial resources. In addition, there are many barriers to competing successfully in the international
arena, including:



We
cannot assure you that our investments in expanding our operations in other countries will produce desired levels of revenue or that one or more of the factors listed above will
not harm our business.



As part of our growth and diversification strategy, we intend to pursue acquisitions of businesses, technologies and product lines that are complementary to
our core businesses. Our ability to grow through these acquisitions will depend on the availability of suitable acquisition candidates at an acceptable cost, our ability to compete effectively for
these acquisition candidates and the availability of capital to complete the acquisitions. These risks could be heightened if we complete several acquisitions within a relatively short period of time.
The benefits of an acquisition may often take considerable time to develop, and we cannot guarantee that any acquisition will in fact produce the intended benefits.

In
addition, acquisitions and integration of those acquisitions involve a number of risks, including:



12

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Circumstances may occur in which the interests of our principal shareholders could be in conflict with your interests as noteholders. For example, these
shareholders may have an interest in pursuing transactions that, in their judgment, enhance the value of their equity investment in our company, even though these transactions may involve risks to you
as a holder of the notes.

As
of June 30, 2000, 59.8% of the outstanding shares of class B common stock of our company was held by DLJ Merchant Banking funds. DLJ Merchant Banking funds control us
and have the power to elect a majority of our directors, appoint new management and approve any action requiring the approval of the holders of common stock, including adopting amendments to our
articles of incorporation and approving acquisitions or sales of all or substantially all of our assets. The directors elected by DLJ Merchant Banking funds have the ability to control decisions
affecting our capital structure, including the issuance of additional capital stock, the implementation of stock repurchase programs and the declaration of dividends.



The general partners of each of DLJ Merchant Banking funds are affiliates or employees of Donaldson, Lufkin & Jenrette, Inc. We cannot assure you
that our relationship with Donaldson, Lufkin & Jenrette, Inc. will not impact our Financial Document Services business by causing other financial institutions to direct their business to
our competitors.

Risks relating to our indebtedness



As of January 31, 2000 and April 30, 2000, we had (1) total indebtedness of approximately $356.3 million and $387.8 million,
respectively, and (2) $50.0 million and $13.9 million, respectively, of borrowings available under Merrill Communications LLC's credit facility, subject to customary conditions. The
credit facility and the indenture allow us to incur significant additional indebtedness, which may be secured, from time to time, for acquisitions or other corporate purposes.

The
level of our indebtedness could have important consequences to you. For example, it could:



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Our ability to pay or to refinance our indebtedness will depend upon our future operating performance, which will be affected by general economic, financial,
competitive, legislative, regulatory, business and other factors beyond our control. We anticipate that our operating cash flow, together with money Merrill Communications LLC can borrow under its
credit facility, will be sufficient to meet anticipated future operating expenses, to fund capital expenditures and to service our debt as it becomes due. However, we cannot assure you that our
business will generate sufficient cash flow from operations, that our currently anticipated revenue and cash flow growth will be realized or that future borrowings will be available to us under
Merrill Communications LLC's credit facility in an amount sufficient to enable us to pay our indebtedness, including the notes, or to fund our other liquidity needs. If we are unable to meet our debt
service obligations or fund our other liquidity needs, we may need to restructure or refinance our indebtedness or seek additional equity capital. We cannot assure you that we will be able to
accomplish those actions on satisfactory terms, if at all.



The indenture governing the notes contains various covenants that limit our ability to engage in transactions that may harm our ability to repay the notes. In
addition, Merrill Communications LLC's credit facility contains other and more restrictive covenants and prohibits us from prepaying our subordinated indebtedness, including the notes. Merrill
Communications LLC's credit facility also requires us to maintain specified financial ratios and satisfy other financial condition tests. Our ability to meet these financial ratios and tests can be
affected by events beyond our control, and we cannot assure you that we will meet those tests. A breach of any of these covenants would result in an event of default under the credit facility. Upon
the occurrence of an event of default under the credit facility, the lenders could elect to declare all amounts outstanding under the credit facility to be immediately
due and payable and terminate all commitments to extend further credit. If we were unable to repay those amounts, the lenders could proceed against the collateral granted to them to secure that
indebtedness. We pledged substantially all of our assets, other than assets of our foreign subsidiaries, as collateral for the credit facility, including all of our limited liability company interests
in Merrill Communications LLC. An acceleration under the credit facility would also constitute an event of default under the indenture relating to the notes. We may not have sufficient funds to repay
the accelerated indebtedness.



The restrictive covenants in our indenture and Merrill Communications LLC's credit facility limit the amount and kind of distributions that we and our
subsidiaries may make and our ability to dispose

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of operations or to engage in mergers. These restrictions can adversely affect our ability to respond to changing economic and business conditions and may place us at a competitive disadvantage
relative to other companies that are subject to fewer or less restrictive limitations. Transactions that we may view as important opportunities, such as material acquisitions, are also subject to the
consent of lenders under Merrill Communications LLC's credit facility, which may be withheld or granted subject to conditions specified at the time that may affect the attractiveness or viability of
the transaction.



The notes and subsidiary guarantees rank behind our secured debt to the extent of the assets securing that indebtedness. The notes and subsidiary guarantees
also rank behind all of our and the subsidiary guarantors' existing and future senior indebtedness, including all indebtedness under, and guarantees of, Merrill Communications LLC's credit facility.
As a result, if we become insolvent or enter into a bankruptcy or similar proceeding, then the holders of our senior indebtedness must be paid in full before you are paid. In addition, we cannot make
any cash payments to you if we have failed to make payments to holders of designated senior indebtedness. We generally cannot make any payments to you for a period of up to 179 days if a
non-payment default exists under our designated senior indebtedness. At April 30, 2000, the notes ranked behind in right of payment to $258.0 million of senior indebtedness.



If we or a subsidiary guarantor incur any additional debt that ranks equally with the notes or the subsidiary guarantees, including trade payables, the holders
of that debt will be entitled to share ratably with you in any proceeds distributed in connection with any insolvency, liquidation, reorganization, dissolution or other winding-up of our
company. This may have the effect of reducing the amount of proceeds paid to you.



You will not have any claim as a creditor against any of our non-guarantor subsidiaries, and indebtedness and other liabilities, including trade
payables, of those subsidiaries are effectively senior to your claims against those subsidiaries. As of April 30, 2000, our non-guarantor subsidiaries had $1.4 million of
outstanding liabilities, including trade payables but excluding intercompany obligations.



In connection with the financing of our merger with Viking Merger Sub, Inc. in November 1999, we transferred substantially all of our assets to Merrill
Communications LLC, our wholly owned subsidiary. Because we are a holding company with no direct operations and no significant assets other than the limited liability company interests in Merrill
Communications LLC, which have been pledged to secure Merrill Communications LLC's obligations under its credit facility, we are dependent on the cash flows of our direct and indirect subsidiaries to
meet our obligations, including the payment of principal and interest on the notes. We and Merrill Communications LLC are parties to the credit facility, which imposes restrictions on the ability of
Merrill Communications LLC and its subsidiaries to pay dividends to us other than for the purpose of making current payments of principal and interest on the notes and specified fees and expenses
incurred by us. For more information about Merrill

15

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Communications LLC's credit facility, you should read "Description of Merrill Communications LLC's Credit Facility." Subject to the restrictions contained in the indenture, future borrowings by our
subsidiaries may contain restrictions or prohibitions on the payment of dividends by our subsidiaries to us.

In
addition, under applicable state law, our subsidiaries may be limited in amounts that they are permitted to pay as dividends to us on their capital stock. In particular, under
Delaware law, a limited liability company, such as Merrill Communications LLC, may not make distributions to its members if, after giving effect to those distributions, the liabilities of the limited
liability company could exceed the fair market value of its assets. We cannot predict what the value of our subsidiaries' assets or the amount of their liabilities will be in the future and whether
those amounts will permit the payment of distributions to us. Accordingly, we cannot assure you that we will be able to pay our debt service obligations on the notes.



Upon the occurrence of "change of control" events specified in "Description of Notes," you may require us to purchase your notes at 101% of their principal
amount, plus accrued interest. The terms of Merrill Communications LLC's credit facility limit our ability to purchase your notes in those circumstances. Any of our future debt agreements may contain
similar restrictions and provisions. Accordingly, we may not be able to satisfy our obligations to purchase your notes unless we are able to refinance or obtain waivers under the credit facility and
other indebtedness with similar restrictions. We cannot assure you that we will have the financial resources to purchase your notes, particularly if that change of control event triggers a similar
repurchase requirement for, or results in the acceleration of, other indebtedness. Merrill Communications LLC's credit facility currently provides that some events that may be deemed to be change of
control events will constitute a default and could result in the acceleration of our indebtedness under the credit facility. Failure to make a required repurchase of notes would be an event of default
under the indenture governing the notes and would allow the indebtedness evidenced by the notes to be accelerated. This would constitute an event of default under the credit facility and would result
in an acceleration of the indebtedness under the credit facility. Under these circumstances, the subordination provisions of the indenture would restrict us from making payments to the holders of the
notes.



Federal and state fraudulent transfer laws permit a court, if it makes findings, to



Under
federal and state fraudulent transfer laws, in order to take any of those actions, courts will typically need to find that, at the time the notes were issued, we:



16

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Many
of the foregoing terms are defined in or interpreted under those fraudulent transfer statutes.

Different
jurisdictions define "insolvency" in various ways. However, we generally would be considered insolvent at the time we incurred the indebtedness constituting the notes if:



We
cannot assure you (1) what standard a court would apply in order to determine whether we were "insolvent" as of the date the notes were issued; (2) that, regardless
of the method of valuation, a court would not determine that we were insolvent on that date; or (3) that a court would not determine, regardless of whether we were insolvent on the date the
notes were issued, that the payments constituted fraudulent transfers on another ground.

Our
obligations under the notes are guaranteed by all of our wholly-owned domestic restricted subsidiaries, and the guarantees may also be subject to review under various laws for the
protection of creditors. It is possible that creditors of the guarantors may challenge the guarantees as a fraudulent transfer or conveyance. The analysis set forth above would generally apply, except
that the guarantees could also be subject to the claim that, since the guarantees were incurred for our benefit, and only indirectly for the benefit of the guarantors, the obligations of the
guarantors thereunder were incurred for less than reasonably equivalent value or fair consideration. A court could void a guarantor's obligation under its guarantee, subordinate the guarantee to the
other indebtedness of a guarantor, direct that holders of the notes return any amounts paid under a guarantee to the relevant guarantor or to a fund for the benefit of its creditors, or take other
action detrimental to the holders of the notes. In addition, the liability of each guarantor under the indenture is limited to the amount that will result in its guarantee not constituting a
fraudulent conveyance or improper corporate distribution, and there can be no assurance as to what standard a court would apply in making a determination as to what would be the maximum liability of
each guarantor.

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## 

FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements. In addition, from time to time, we or our representatives may make forward-looking statements orally or in
writing. We base these forward-looking statements on our expectations and projections about future events, which we derive from the information currently available to us. These forward-looking
statements relate to future events or our future performance, including:



You
can identify forward-looking statements by those that are not historical in nature, particularly those that use terminology such as "may," "will," "should," "expects,"
"anticipates," "contemplates," "estimates," "believes," "plans," "projected," "predicts," "potential" or "continue" or the negative of these or similar terms. In evaluating these forward-looking
statements, you should consider various factors, including:



In
addition, you should consider the factors set forth under the heading "Risk Factors." These and other factors may cause our actual results to differ materially from any
forward-looking statement.

Forward-looking
statements are only predictions. The forward-looking events discussed in this prospectus and other statements made from time to time from us or our representatives,
may not occur, and actual events and results may differ materially and are subject to risks, uncertainties and assumptions about us. We are not obligated to publicly update or revise any
forward-looking statement, whether as a result of new information, future events or otherwise, other than as required by law. In light of these risks, uncertainties and assumptions, the
forward-looking events discussed in this prospectus and other statements made from time to time from us or our representatives, might not occur. For these statements, we claim the protection of the
safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

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## 

USE OF PROCEEDS

All of the notes offered under this prospectus are being sold by the noteholder named under the heading "Selling Noteholder". We will not receive any proceeds
from the sale of the notes.

Our
net proceeds from the sale in November 1999 of the units, which consisted of the notes and warrants, after deducting discounts and expenses, were approximately
$132.1 million. The net proceeds of the offering of the units, together with borrowings under Merrill Communications LLC's credit facility and equity investments in Merrill, were used to help
fund the merger of Viking Merger Sub, Inc. with and into Merrill in November 1999.

CAPITALIZATION

The following table presents on a consolidated basis our capitalization as of April 30, 2000. This table should be read in conjunction with our
consolidated financial statements and related notes and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere in this prospectus.

|                                                                     |  | As of
April 30, 2000 |       
|-------------------------------------------------------------------- |  | -------------------- | ------
|
|Cash and cash equivalents                                            |  | $                    | 7.5   
|                                                                     |  |                      |       
|Long-term debt, including current portion:                           |  |                      |       
|Existing debt                                                        |  | $                    | 2.3   
|Credit facility                                                      |  |                      |       
|Revolving credit facility                                            |  |                      | 36.1  
|Term loans                                                           |  |                      | 219.6 
|Notes (1)                                                            |  |                      | 129.8 
|                                                                     |  |                      |       
|Total debt                                                           |  |                      | 387.8 
|                                                                     |  |                      |       
|Preferred stock, 500,000 authorized; 500,000 shares issued (2)       |  |                      | 37.3  
|Shareholders' deficit:                                               |  |                      |       
|Class B common stock, 10,000,000 authorized, 4,935,385 shares issued |  |                      |      
|Common stock, 25,000,000 authorized, no shares issued                |  |                      |      
|Additional paid-in-capital                                           |  |                      | 106.4 
|Retained earnings                                                    |  |                      | (231.8
|                                                                     |  |                      |       
|Total shareholders' deficit                                          |  |                      | (125.3
|                                                                     |  |                      |       
|Total capitalization                                                 |  | $                    | 299.8 
|                                                                     |  |                      |       

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

The tables below set forth selected consolidated financial information for us for each of the five fiscal years ended January 31, 1996 to 2000 and for
the three month periods ended April 30, 1999 and 2000. We derived the consolidated statements of operations data and consolidated balance sheet data as of and for the five years ended
January 31, 1996 to 2000 from our consolidated financial statements which have been audited by PricewaterhouseCoopers LLP, independent accountants. We derived the consolidated statements of
operations data and consolidated balance sheet data for and as of the three month periods ended April 30, 1999 and 2000 from our unaudited consolidated financial statements, which include all
adjustments, consisting only of normal recurring adjustments, which management considers necessary for a fair presentation of results for these unaudited periods. The results of operations for the
three month period ended April 30, 2000 are not necessarily indicative of the results of operations that may be expected for the full fiscal year 2001.

You
should read the selected consolidated financial data presented below in conjunction with the "Management's Discussion and Analysis of Financial Condition and Results of
Operations" and our consolidated financial statements with related notes contained elsewhere in this prospectus.

|                                                |  | Year Ended January 31, |       | Three Months
Ended April 30, |  
|----------------------------------------------- |  | ---------------------- | ----- | ---------------------------- | -
|
|
|Statement of Operations Data:                   |  |                        |       |                              |  
|Revenue                                         |  | $                      | 245.3 |                              | $
|Cost of revenue                                 |  |                        | 165.8 |                              |  
|                                                |  |                        |       |                              |  
|Gross profit                                    |  |                        | 79.5  |                              |  
|Selling, general and administrative expenses    |  |                        | 60.1  |                              |  
|Merger costs                                    |  |                        |      |                              |  
|                                                |  |                        |       |                              |  
|Operating income                                |  |                        | 19.5  |                              |  
|Interest expense                                |  |                        | (1.1  | )                            |  
|Other income (expense), net                     |  |                        | 0.3   |                              |  
|                                                |  |                        |       |                              |  
|Income (loss) before provision for income taxes |  |                        | 18.7  |                              |  
|Provision for income taxes                      |  |                        | 8.0   |                              |  
|                                                |  |                        |       |                              |  
|Income (loss) before minority interest          |  |                        | 10.7  |                              |  
|Minority interest                               |  |                        |      |                              |  
|                                                |  |                        |       |                              |  
|Income (loss) from continuing operations        |  |                        | 10.7  |                              |  
|Accreted preferred stock dividend               |  |                        |      |                              |  
|                                                |  |                        |       |                              |  
|Net income (loss) available to common           |  | $                      | 10.7  |                              | $
|                                                |  |                        |       |                              |  
|Balance Sheet Data (at end of period):          |  |                        |       |                              |  
|Cash and cash equivalents                       |  | $                      | 12.1  |                              | $
|Working capital (1)                             |  |                        | 34.6  |                              |  
|Total assets                                    |  |                        | 125.5 |                              |  
|Total debt (2)                                  |  |                        | 13.8  |                              |  
|Total shareholders' equity (deficit)            |  |                        | 77.7  |                              |  
|Other Data:                                     |  |                        |       |                              |  
|EBITDA (3)                                      |  | $                      | 30.3  |                              | $
|Adjusted EBITDA (3)                             |  |                        | 30.3  |                              |  
|Capital expenditures                            |  |                        | 12.5  |                              |  
|Depreciation and amortization (4)               |  |                        | 10.8  |                              |  
|Ratio of earnings to fixed charges (5)          |  |                        | 7.7   | x                            |  

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## 

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION  AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with our consolidated financial statements including the notes to those statements, included elsewhere
in this report. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results may differ significantly from the results discussed in the forward-looking
statements. Factors that might cause those differences include, but are not limited to, those discussed under the heading "Risk Factors."

Overview

We are a diversified communications and document services company applying advanced information systems and intranet/Internet technology to provide a full
range of services to our corporate, financial and legal clients. We maintain a disciplined focus on specific target markets with substantial, complex business communication requirements, and we
aggressively pursue a leadership position within each of these markets.

In
February 1999, we realigned our corporate structure by shifting from a geographically based matrix organization into five business units in order to provide clearer
accountability, quicker decision making and sharper operational focus within each line of business. In August 2000, we announced the consolidation of two of these business
groupsInvestment Company Services and Managed Communications Programsinto one business group. This consolidation will be implemented during the next couple of months. These
business units have been organized into two reportable segments, Specialty Communication Services and Document Services:



Our
management's discussion and analysis for the fiscal years ended January 31, 2000 and 1999 and the three month periods ended April 30, 2000 and 1999 reflects our recent realignment
into these five business units. Our management's discussion and analysis for prior periods reflect the historical presentation of our business on a product line basis.

Our
Financial Document Services business historically has generated large, high margin cash flow. This business encompasses transactional documents that generally reflect the level of
deal activity in the capital markets as well as required regulatory compliance and other repetitive work that is typically not significantly affected by capital market fluctuations. While some types
of transactions tend to increase when others are out of favor, a prolonged reduction in the overall level of financial transactions could be expected to have a negative impact on our Financial
Document Services business. This was the case, for example, during the Fall of 1998 when pronounced economic difficulties in emerging markets reduced the overall level of transaction activity on a
global scale. As a result, revenue related to transaction-based financial printing was depressed for the fourth quarter of fiscal year 1999 and the first quarter of fiscal year 2000, during which time
we would have completed and invoiced transactions that were otherwise postponed or terminated. The first and second quarters of fiscal 1999, on the other

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hand, represented relatively robust capital markets, which translated into strong operating results for the transaction portion of our Financial Document Services business during these periods.

In
an effort to maximize the stability of our revenue and profitability, we have not only strived to grow the non-financial transaction portion of our Financial Document
Services business, but we have also continued to develop and grow our other business units. Our Investment Company Services, Managed Communications Programs and Document Management Services businesses
all compete in highly fragmented markets that we believe are undergoing robust growth. Compliance documentation and marketing materials for our investment fund and corporate clients are not
significantly affected by capital markets fluctuations, but are usually in higher demand during our first fiscal quarter as a result of our clients' annual filing requirements. Our Managed
Communications Programs and Document Management Services businesses tend to follow general economic trends. Both of these businesses also have a considerable amount of long-term contracted
revenue that serves to stabilize our operating results. We generally do not begin to receive significant revenue in our Managed Communications Programs business until we have invested approximately
six to 12 months analyzing our clients' communication processes and designing appropriate product and service offerings that effectively address their needs.

The
strength of our diversification effort has been attributable to both internal growth and acquisitions. On June 11, 1998, we acquired Executech, Inc. and World Wide
Scan Services, LLC, an East Coast-based software and imaging company that expanded Document Management Services' client base, giving us a strong presence among top-100 law firms and
Fortune 200 corporate law departments. On April 14, 1999, we finalized the acquisition of Daniels Printing, Limited Partnership, a full-service financial and commercial printing
company based in suburban Boston, Massachusetts, that strengthens the presence of our Investment Company Services business in the important New England market. We acquired Alternatives Communications
Group, Inc. on June 14, 1999, extending the service capabilities, customer base and geographic reach of our Managed Communications Programs business. On March 31, 2000, we
acquired the financial services and training documentation business of Ames Safety Envelope Company (known as Ames On Demand), a full-service printer based in Woburn, Massachusetts. Adding
Ames On Demand to our product mix enhances our presence in the New England market by bringing fulfillment and distribution capabilities to the northeastern United States where many of our financial
services clients are based. On April 12, 2000, we acquired NTEXT Corporation, a translation services business located in New York. As a result of this acquisition, our Financial Document
Services business unit now offers translation services to its customers as part of its regular product offering. We have accounted for all of these acquisitions under the purchase method of
accounting. Accordingly, our historical results reflect these acquired operations from the date of acquisition.

In
addition to broadening our revenue and customer base, we also strive to maintain a low fixed cost asset base and high utilization rates in connection with our printing assets. This
enables us to better respond to a potential downturn in the financial markets and the associated reduction in demand for
transaction-based printing services. In periods of strong demand, we subcontract as much as 40% of our printing requirements to third-party local vendors. We pursue a strategy of maintaining a low
fixed cost asset base throughout all of our other business units as well. For example, we pioneered the hub and spoke network utilized in our Financial Document Services and Investment Company
Services businesses as an efficient method to deploy the resources needed in those businesses. In our Document Management Services business, we have leasing arrangements with major manufacturers of
photocopying equipment, whereby we lease this equipment on an as-needed basis and pay for the usage entirely on a per copy basis (as opposed to paying a fixed monthly rental cost). These
arrangements are in line with our overall operating strategy of minimizing our fixed cost asset base and maximizing operating flexibility.

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In all of our business units, we recognize revenue when we ship or complete the product or, in the case of our Document Management Services, when we provide the service. Prior to our
recent corporate realignment, our printing operations were historically reflected as a cost center in our overall operating results for the entire company. With its formation in February 1999,
the Merrill Print Group has been established as a profit center responsible for managing the printing operations for all of our internal businesses as well as our growing base of commercial printing
clients.

As
a result of the merger, we incurred merger costs of approximately $42.6 million, net of $10.2 million that related to financing costs that have been capitalized and
amortized over the term of the finance agreements. Approximately $26.3 million of total merger costs was attributable to the cancellation of stock options and the related payments to the stock
option holders. The remaining $16.3 million of fees and expenses relates to non-capitalizable merger fees and expenses. A substantial one-time charge was recorded during
the fourth quarter of fiscal year 2000. Because this charge was funded entirely through the proceeds of the merger financing, this charge did not have a material impact on our liquidity, ongoing
operations or market position. The merger was accounted for as a recapitalization and consequently had no impact on our historical basis of assets and liabilities nor resulted in the recording of any
goodwill.

Results of Operations

Three Months Ended April 30, 2000 compared to three months ended April 30, 1999

Revenue

Overall revenue increased 28.5% to $169.4 million for the three months ended April 30, 2000 from $131.8 million in the three months ended
April 30, 1999. Revenue generated by all of our business units was generally impacted by changes in volume and not any significant pricing changes.

Revenue
in the Specialty Communication Services segment increased $32.5 million, or 28.3%, to $147.6 million for the three months ended April 30, 2000 from
$115.0 million for the same period one year ago. Within the Specialty Communication Services segment, Financial Document Services revenue increased 22.6% to $77.9 million for the three
months ended April 30, 2000 from $63.5 million for the three months ended April 30, 1999. Revenue generated by financial transactions accounted for 29.8% of total revenue for the
three months ended April 30, 2000 compared to 30.6% for the three months ended April 30, 1999. Financial transaction revenue increased 25.1% for the three months ended April 30,
2000 when compared to the same period one year ago reflecting stronger domestic financial markets and increased international activity generated by our recently opened London and Paris offices.
Corporate regulatory compliance revenue increased 21.5% for the three months ended April 30, 2000 versus the same period one year ago. The increase is attributed to our continued aggressive
effort to develop corporate relationships. Investment Company Services' revenue increased $9.3 million, up 32.6% to $37.6 million for the three months ended April 30, 2000 from
$28.4 million for the three months ended April 30, 1999. This increase was driven mostly by the positive impact of Daniels Printing operation, which was acquired in April 1999,
and strong demand for our fulfillment services. Managed Communication Program revenue increased $3.6 million, or 17.2%, to $24.7 million for the three months ended April 30, 2000
from $21.1 million for the same period one year ago. The positive impact of Alternative Communications operation, which was acquired in June of 1999, and revenue generated by our real estate
programs and product offerings drove this growth. Merrill Print Group revenue increased $5.3 million to $7.3 million for the three months ended April 30, 2000 from
$2.1 million for the three months ended April 30, 1999. This increase is attributed to the addition of the Daniels Printing operation.

Revenue
in the Document Services segment increased $5.0 million, or 30.1% to $21.8 million for the three months ended April 30, 2000 from $16.8 million for
the same period one year ago. This

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increase resulted from strong growth mainly from our existing document service center clients and continued growth in our transactional and imaging businesses.

Gross profit

Gross profit increased $7.4 million, or 15.6%, to $54.6 million for the three months ended April 30, 2000 from $47.3 million for
the same period one year ago. The increase in gross profit was due to increased revenue discussed above. As a percentage of revenue, gross profit was 32.3% for the three months ended April 30,
2000 compared to 35.9% for the same period last year. This decrease in gross profit as a percentage of revenue was due to a general shift in revenue mix from higher gross margin financial transaction
revenue to revenue generated by our other business units that tend to be less cyclical, but carry lower gross margins. Specifically, our margins were negatively impacted by a shift in mix from higher
margin merger and acquisition jobs to lower margin IPO and other registration work in our Financial Documents Service business unit. The establishment of our wholly-owned European operation, including
the transition from our former international partner, and lower margin commercial printing revenue associated with the Daniels Printing acquisition also contributed to the decrease in gross profit as
a percentage of revenue.

Selling, general and administrative

Selling, general and administrative expenses increased $8.5 million to $46.3 million for the three months ended April 30, 2000 from
$37.7 million during the same period last year. Selling, general and administrative expenses primarily increased as a result of variable costs associated with increased revenue, primarily
selling compensation, and related expenses associated with the acquired Daniels Printing and Alternative Communications operations. Selling, general and administrative expenses as a percentage of
revenue were 27.3% for the three months ended April 30, 2000 compared to 28.6% for the same period one year ago. This decrease in selling, general and administration expenses as a percentage of
revenue was driven by a reduction in incentive selling compensation which are based on gross profit margins that were lower for the three months ended April 30, 2000 compared to the same period
last year as previously discussed.

EBITDA

Earnings before interest, taxation, depreciation and amortization (EBITDA) decreased $0.6 million to $14.1 million for the three months ended
April 30, 2000 from $14.7 million for the same period last year.

Adjusted
EBITDA, which reflects EBITDA exclusive of non-recurring merger costs and start-up and transitional costs related to our international operation, increased
$1.8 million, or 12.5%, to $16.6 million for the three months ended April 30, 2000 from $14.7 million for the same period last year. The increase in Adjusted EBITDA is a
direct result of increased gross profit offset by increased selling, general and administrative expenses. Adjusted EBITDA, as a percentage of revenue, was 9.8% for the three months ended
April 30, 2000 compared to 11.1% for the three months ended April 30, 1999. The primary contributor to the decrease in Adjusted EBITDA as a percentage of revenue was the decrease in
gross profit as a percentage of revenues, as previously discussed.

Interest expense

Interest expense for the three months ended April 30, 2000 was $9.9 million compared to $1.1 million for the same period last year. The
significant increase in interest expense was caused by the debt incurred to finance the merger.

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Tax provision

The tax provision decreased $2.9 million to $0.8 million for the three months ended April 30, 2000 from $3.7 million for the same
period last year. This decrease related directly to decreased taxable income that resulted from the decrease in operating income, and the increase in interest expense. This decrease was partially
offset by an increase in non-deductible business meals and accreted preferred stock dividends for the three months ended April 30, 2000.

Net loss available to common shareholders

The net loss available to common shareholders for the three months ended April 30, 2000 was $3.0 million compared to net income available to
common shareholders of $4.5 million for the three months ended April 30, 1999. This decrease is attributable to higher selling, general and administration expenses, increased
depreciation and amortization expense associated primarily with the Daniels
Printing acquisition, start-up and transition costs associated with our European operation and higher interest expense as previously discussed.

Fiscal year ended January 31, 2000 compared to fiscal year ended January 31, 1999



Overall revenue increased 15.3% to $587.7 million for the year ended January 31, 2000 from $509.5 million last year. Revenue in the
Specialty Communication Services segment increased $63.9 million, or 14.3% to $510.5 million from $446.6 million. Revenue generated by all of our business units was generally
impacted by changes in volume and not any significant pricing changes. Within the Specialty Communication Services segment, Financial Document Services revenue increased 1.1% to $259.2 million
from $256.3 million one year ago. Revenue generated by financial transactions represented 32.3% of total revenue for the year ended January 31, 2000 compared to 36.5% last year.
Financial transaction revenue remained relatively stable posting a modest 2.0% increase from the same period one year ago even though we experienced delays in some projects during the fourth quarter
as a result of year 2000 concerns. Corporate regulatory compliance revenue increased 7.7% for the year ended January 31, 2000. The increase was driven by an aggressive marketing initiative
implemented during the first half of fiscal year 2000. Investment Company Services' revenue increased $36.4 million, up 35.8% to $137.9 million from $101.5 million last year. This
increase was driven by the positive impact of the Daniels Printing operation, new customers and added services to existing customers. Managed Communication Program revenue increased
$17.7 million, or 22.0% to $98.2 million for the year ended January 31, 2000 from $80.5 million one year ago. The positive impact of Alternative Communications operation
and the addition of several new national accounts drove this growth. Merrill Print Group revenue increased $6.9 million to $15.1 million for the year ended January 31, 2000 from
$8.2 million for the same period one year ago. This increase is attributed to the addition of the Daniels Printing operation earlier this year.

Revenue
in the Document Services segment increased $14.3 million, or 22.7% to $77.3 million for the year ended January 31, 2000 from $63.0 million one year
ago. This increase resulted from moderate transactional growth in our reprographic business and by adding new accounts in our growth cities, including Houston, New York, Los Angeles and San Francisco.



Gross profit increased $15.4 million or 8.6% to $194.3 million for the year ended January 31, 2000 from $178.9 million for the same
period one year ago. As a percentage of revenue, gross profit was 33.1% for the year ended January 31, 2000 compared to 35.1% for the year ended January 31, 1999. The increase in gross
profit was due to increased revenue discussed above, offset by the decrease in gross profit as a percentage of revenue. This decrease in gross profit as a percentage of revenue was

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due to a continued shift in revenue mix from higher gross margin financial transaction revenue to revenue generated by our other business units that tend to be less cyclical, but carry lower gross
margins.



Selling, general and administrative expenses increased $18.6 million to $146.4 million for the year ended January 31, 2000 from
$127.7 million last year. Selling, general and administrative expenses primarily increased as a result of variable costs associated with increased revenues and related expenses associated with
the acquired Daniels Printing and Alternative Communications operations. Selling, general and administrative expenses as a percent of revenue were 24.9% for the year ended January 31, 2000
compared to 25.1% for the same period one year ago. During the fourth quarter for the year ended January 31, 2000, we reduced our incentive bonus accruals by approximately $2.3 million
in order to reflect actual bonuses paid. The decrease in bonuses was due to the decline in our operating results. Additionally, in the fourth quarter, we decreased our allowance for doubtful accounts
by approximately $1.9 million as we re-evaluated our accounts receivable portfolio after aggressively writing off accounts earlier in the year ended January 31, 2000, the net impact of
which, was an increase in operating income for the year ended January 31, 2000 of approximately $0.1 million.



During the year ended January 31, 2000, we recorded costs associated with the merger of $42.6 million. Approximately $26.3 million of the
costs related to the cancellation and related payment for outstanding stock options at November 23, 1999. The remaining $16.3 million reflects investment banking fees, accounting, legal
and othe direct expenses.



EBITDA decreased $42.6 million to $28.5 million for the year ended January 31, 2000 from $71.1 million for the same period last
year.

Adjusted
EBITDA, which reflects EBITDA exclusive of non-recurring merger costs and start-up costs related to international operations and new customer accounts, increased $3.1
million, or 4.5% or $74.2 million for the year ended January 31, 2000 up from $71.1 million a year ago. The increase in Adjusted EBITDA is a direct result of increased gross profit offset by
increased selling, general and administrative expenses. Adjusted EBITDA, as a percentage of revenue, was 12.6% compared to 14.0% for the year ended January 31, 1999. The primary contribution to
the decrease in Adjusted EBITDA as a percentage of revenue resulted from decreased in gross profit as a percentage of revenues, as previously discussed.



Interest expense for the year ended January 31, 2000 was $13.2 million compared to $4.0 million for the same period last year. The
increase in interest expense was caused by the debt incurred to finance the merger and amounts borrowed to finance the Daniels Printing and Alternatives Communications acquisitions.



The tax provision decreased $13.7 million, to $7.5 million for the year ended January 31, 2000 compared to $21.2 million for the
same period last year. The decrease related directly to decreased taxable income that resulted primarily from the deductible portion of the $42.6 million of merger costs previously discussed.

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The net loss available for common for the year ended January 31, 2000 was $17.6 million compared to net income available to common of
$26.5 million for the same period last year. This decrease is attributable to merger costs, higher selling, general and administrative expenses, increased depreciation and amortization expense
associated primarily with the Daniels Printing acquisition and higher interest expense as previously discussed.

Fiscal year ended January 31, 1999 compared to fiscal year ended January 31, 1998



Overall revenue for fiscal year 1999 increased 11% to $509.5 million from $459.5 million for the previous year. Revenue generated by all of our
business units was generally impacted by changes in volume and not any significant pricing changes. Revenue in the Specialty Communication Services segment increased 10% to $446.4 million from
$397.3 million for the previous year. The financial transactions revenue category increased 6% to $186.0 million compared to $175.5 million for the prior year. This increase was
driven by strong mergers and acquisition activity in the first six months of fiscal year 1999. The financial transactions revenue category declined in the second half of the fiscal year by 15% as a
result of the Fall market volatility. International revenue, which is included in the financial transactions revenue category, represented less than 10% of consolidated revenue and increased over
fiscal year 1998 revenue. The corporate revenue category increased 11% to $160.0 million compared to fiscal year 1998 corporate revenue of $145.2 million. This increase is attributed
mainly to strong growth in Investment Company Services products and continued solid demand for corporate compliance business. The commercial and other revenue category realized revenue growth of 18%
to $100.4 million for fiscal year 1999 compared to fiscal year 1998 revenue of $85.0 million over fiscal year 1998. The growth is primarily the result of our Managed Communications
Programs business. The Document Services segment revenue for fiscal year 1999 was $63.2 million, or a 16% increase, from $53.8 million for fiscal year 1998. Ten percent of the growth was
a result of the acquisition of Executech and affiliated World Wide Scan Services in June 1998. Document service centers, which totaled 80 at January 31, 1999, contributed revenue growth
of 7% on a same-site comparison.



Gross profit increased $14.8 million, or 9%, to $178.9 million for fiscal year 1999 compared to $164.1 million for fiscal year 1998.
Fiscal year 1999 gross profit of approximately 35% declined slightly from fiscal year 1998. Strong margins were maintained despite the significant slowdown in financial transaction activity in the
second half of the fiscal year 1999. Management implemented cost control measures in the second half of fiscal year 1999 to offset the lower production activity. These cost controls measures included
a reduction in our workforce of approximately 100 employees (approximately three percent of our total workforce) and a decrease in our incentive bonuses payable to employees (resulting from
anticipated lower company performance compared to the quantitative targets set forth in our plan). On February 1, 1999, we also reorganized our company into five distinct business units:
Financial Document Services, Investment Company Services, Management Communications Programs, the Merrill Print Group and Document Management Services. By realigning our business into five operating
units, we believe that we are able to achieve more accountability for overall profitability of these business units. In addition, by establishing the Merrill Print Group as a separate profit center,
we hope to increase the utilization of our printing assets. In order to further this objective, management compensation for the Merrill Print Group is now based on profitability. We believe that these
cost cutting initiatives together with our expectation that overhead costs will remain stable, will result in higher operating margins during the next couple of years. The decrease in gross profit as
a percentage of revenue resulted from a shift in revenue mix from higher gross margin financial transaction revenue to revenue generated by our other business units that tend

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to carry lower gross margins. We expect to continue to realize decreasing gross margins due to the changing mix of our revenue between Financial Document Services (higher gross margin business) and
non-Financial Document Services (lower gross margin business).



Selling, general and administrative expenses increased $13.5 million, or 12%, to $127.7 million for fiscal year 1999 compared to
$114.2 million for fiscal year 1998. Selling, general and administrative expenses as a percentage of revenue was 25% for fiscal years 1999 and 1998. The increase in these expenses in fiscal
year 1999 was principally a result of our continued expansion of our sales and marketing activities and provisions for losses on trade receivables. Specifically, during fiscal year 1999, we hired
additional sales personnel, marketing employees and product managers, and engaged in several, nationwide corporate branding and product marketing programs. We anticipate that we will continue to hire
additional sales and marketing personnel in the immediate future, and will continue our corporate branding and product marketing initiatives for the foreseeable future. During the fiscal year ending
January 31, 1998, management decided to discontinue the sales of hardware and software related to its
Merrill Training and Technology group, formerly Merrill/Superstar Computing Company. As a result of this decision, we recorded a $1.2 million goodwill impairment as it was determined that the
carrying amount of the goodwill related to the Superstar acquisition was not fully recoverable. We review the carrying value of long-lived assets and some of the identifiable intangibles
for impairment, at least quarterly but more frequently whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Based on this policy, no other
goodwill or long-lived asset was determined to be impaired.



Average short-term borrowings under our line of credit arrangement were approximately $4.3 million, $4.7 million and
$30.1 million in fiscal years 1999, 1998 and 1997, respectively. Interest expense for fiscal year 1999 declined slightly compared to fiscal year 1998, which reflects stable interest rates and a
slight reduction in overall amounts borrowed during fiscal year 1999.



The effective income tax rate for fiscal year 1999 was 44.5% compared to 44% for fiscal year 1998. The effective rates were higher than the statutory federal
income tax rate primarily because of state income taxes and the impact of increased non-deductible business entertainment expenses incurred in conjunction with the Financial Document
Services and Investment Company Services revenue category activity previously discussed.

Impact of Inflation

We do not believe that inflation has had a significant impact on the results of our operations for the years ended January 31, 2000 and 1999.

Liquidity and Capital Resources

Overview

Our principal sources of liquidity is cash flow from operations and borrowings under Merrill Communications LLC's new credit facility. Our principal uses of
cash will be debt service requirements described below, capital expenditures, working capital requirements and acquisitions.

Capital
expenditures were $2.3 million and $2.8 million for the three months ended April 30, 2000 and 1999 respectively. Capital expenditures were
$14.9 million, $16.5 million and $17.1 million for fiscal

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years 2000, 1999 and 1998, respectively. We anticipate that we will spend approximately $22.0 million for fiscal 2001 for computer-based production equipment, reprographics, leasehold
improvements and printing equipment. Management believes that we will continue to require working capital consistent with past experience and that current levels of working capital, together with
borrowings available under the new credit facility, will be sufficient to meet expected liquidity needs for fiscal year 2001.

Financing Sources

As
of April 30, 2000, we had: (1) total indebtedness of approximately $387.8 million; and (2) $13.9 million of borrowings available under Merrill
Communications LLC's credit facility, subject to customary conditions. The term loan facility under this credit facility consists of a $65.0 million amortizing term loan A maturing
November 23, 2005 and a $155.0 million amortizing term loan B maturing November 23, 2007. This credit facility also includes a $50.0 million revolving credit facility that
terminates on November 23, 2005. This credit facility may be increased by up to $30.0 million at our request, with the consent of the lenders providing the increased commitments.
Borrowings under this credit facility generally bear interest based on a margin over, at our option, the base rate or the reserve-adjusted London-interbank offered rate, or LIBOR. The applicable
margin is initially 3.00% over LIBOR and 1.75% over the base rate for borrowings under the revolving credit facility and for term loan A and 3.75% over LIBOR and 2.50% over the base rate for term loan
B. The applicable margin for the revolving credit facility and term loan A will range from 0.75% to 1.75% for base rate loans and 2.00% to 3.00% for LIBOR loans. The actual margin is dependent upon
our leverage ratio, as defined in the credit facility. The credit facility limits Merrill Communications LLC's ability to pay dividends to us other than for the purpose of making current payments of
principal and interest on the notes and specified fees and expenses incurred by us. The credit facility also contains customary covenants,
including covenants that limit our ability to incur debt, pay dividends and make investments, and events of default.

On
November 23, 1999, we sold 140,000 units consisting of 12% senior subordinated notes and warrants to purchase 172,182 shares of our Class B common stock for
$140.0 million. The notes mature in 2009 and are guaranteed by each of our existing wholly-owned domestic restricted subsidiaries. Interest on the notes are payable semi-annually in
cash. The notes contain customary covenants and events of default, including covenants that limit our ability to incur debt, pay dividends and make investments.

In
connection with the merger, we issued 500,000 shares of 14.5% senior preferred stock due 2011 to affiliates of DLJ Merchant Banking Partners II, L.P. and to institutional
investors. Each share of preferred stock is entitled to cumulative, quarterly dividends at a compound rate of 14.5% per annum. Prior to November 15, 2004, dividends will accrete to the
liquidation value of the preferred stock unless holders elect to receive these dividends in the form of additional shares of preferred stock. After November 15, 2004, dividends are payable in
cash. Shares of preferred stock have a liquidation preference equal to the sum of $80 plus accreted dividends. Prior to the first dividend payment date, each share of preferred stock will be exchanged
for 3.2 shares of preferred stock with identical terms in all respects except that the liquidation preference will be equal to $25.00 plus accrued dividends. Shares of preferred stock are
non-voting, except as otherwise provided by law or by agreement. The preferred stock is subject to redemption at our option at 114.5% of liquidation preference, prior to
November 15, 2004, declining ratably to 100.0% of this liquidation preference after November 15, 2007. Upon the occurrence of a change of control, each holder of preferred stock has the
right to require us to repurchase all or any part of the holder's preferred stock at an offer price in cash equal to 101% of the liquidation preference thereof. Together with the preferred stock, we
issued warrants to purchase 344,263 shares of our Class B common stock at a purchase price of $0.01 per share.

We
anticipate that our operating cash flow, together with borrowings under Merrill Communications LLC's credit facility, will be sufficient to meet our anticipated future operating

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expenses, capital expenditures and debt service obligations as they become due. However, our ability to make scheduled payments of principal of, to pay interest on or to refinance our indebtedness and
to satisfy our other debt obligations will depend upon our future operating performance, which will be affected by general economic, financial, competitive, legislative, regulatory, business and other
factors beyond our control.

From
time to time we will continue to explore additional financing methods and other means to lower our cost of capital, which could include stock issuance or debt financing and the
application of the proceeds therefrom to the repayment of bank debt or other indebtedness. In addition, in connection with any future acquisitions, we may require additional funding which may be
provided in the form of additional debt or equity financing or a combination thereof. There can be no assurance that any additional financing will be available to us on acceptable terms.

Analysis of Cash Flow



Cash and cash equivalents decreased $6.9 million to $7.5 million at April 30, 2000 from $14.5 million at January 31, 2000.
We used cash in operating activities of $37.4 million and $30.4 million for the three months ended April 30, 2000 and 1999, respectively. This change was driven by a decrease in
net operating results, higher levels of peak accounts receivable and work-in-process inventory balances offset by a decrease in incentive compensation for the three months
ended April 30, 2000 compared to amounts paid in the same period last year. We used cash in investing activities of $8.2 million and $54.3 million for the three months ended
April 30, 2000 and 1999, respectively. Significant uses of cash used in investing activities for the three months ended April 30, 2000 included $2.3 million for capital
expenditures and $3.9 million for acquisitions. Significant uses of cash in investing activities for the three months ended April 30, 1999 included $49.6 million of cash used for
the Daniels Printing acquisition and $2.9 million for capital expenditures. Financing activities provided $38.7 million and $65.3 million for the three months ended
April 30, 2000 and 1999, respectively and related primarily to net borrowings on our credit facilities used primarily to finance the growth in account receivable and work-in-process inventory
balances and our acquisitions as previously discussed. For the three months ended April 30, 2000, we also generated approximately $7.7 million of cash from the issuance of class B
common stock to some of our employees and independent contractors under our Direct Investment Plan.



Cash and cash equivalents decreased $9.0 million to $14.5 million at January 31, 2000 from $23.5 million at January 31,
1999. We used cash from operations in the fiscal year ended January 31, 2000 of $20.0 million versus generated cash from operations of $55.8 million for the fiscal year ended
January 31, 1999. This change was driven by decreased net income, assumption and subsequent payment of ordinary course liabilities resulting from the Daniels Printing and Alternatives
Communications
acquisitions and higher levels of accounts receivable balances as business activity has increased from lower levels at the beginning of the year. Net cash used in investing activities was
$71.8 million and $23.1 million for the fiscal years ended January 31, 2000 and 1999, respectively. Significant uses of cash in investing activities for the current year included
$54.6 million of cash used for the Daniels Printing and Alternatives Communications acquisitions and capital expenditures of $14.9 million. Consideration for the Daniels Printing
acquisition included approximately $44.0 million in cash, assumption and payment of existing line of credit obligations totaling approximately $5.6 million and the assumption of ordinary
course liabilities of $7.7 million. Consideration for the Alternatives Communications acquisition included approximately $2.6 million in cash, a promissory note of $0.8 million,
payment of an existing line of credit obligation of $2.1 million and assumption of ordinary course liabilities of $1.9 million. Net cash provided by financing activities was
$82.8 million for the

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fiscal year ended January 31, 2000 compared with net cash used in financing activities of $11.8 million for the fiscal year ended January 31, 1999. This change resulted from the
net impact of the merger related financing and financing significant portions of the Daniels Printing and Alternatives Communications acquisition with our revolving credit facility and the absence of
non-merger stock repurchases during the current year.



Cash provided by operating activities was $55.8 million in fiscal year 1999, compared to $30.9 million in fiscal year 1998 and
$8.5 million in fiscal year 1997. Operating cash flows for fiscal year 1999 included strong earnings performance and a decrease in accounts receivable and
work-in-process inventories offset by decreases in accounts payable and accrued expenses. Operating cash flows for fiscal year 1998 included strong earnings performance, a
decrease in work-in-process inventories and an increase in accounts payable and accrued expenses offset by an increase in accounts receivable.

Net
cash used in investing activities was $23.1 million in fiscal year 1999, compared to $30.1 million in fiscal year 1998 and $35.8 million in fiscal year 1997.

Net
cash used in financing activities was $11.8 million in fiscal year 1999 compared to $3.4 million in fiscal year 1998. Net cash used in these fiscal years was
primarily a result of repurchases of common stock offset by stock option exercises and repayment of borrowings under our line of credit. Fiscal year 1997 cash provided by financing activities of
$20.4 million was primarily a result of the issuance of long-term debt offset by payments on long-term debt and capital lease obligations.

Quantitative and Qualitative Disclosures About Market Risk

Borrowings under Merrill Communications LLC's credit facility accrue interest at variable rates. Based on outstanding borrowings under the credit facility at
April 30, 2000, a one-eighth of one percent change in interest rates would impact interest expense in the amount of approximately $0.2 million annually. On
December 22, 1999, we entered into an interest rate cap with DLJ International Capital. Beginning March 24, 2000, the interest rate for $110.0 million of borrowings under our term
loans A and B will be 7.5% until December 24, 2001.

We
regularly invest excess operating cash in overnight repurchase agreements that are subject to changes in short-term interest rates. Accordingly, we believe that the
market risk arising from our holding of these financial instruments is minimal.

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BUSINESS

Introduction

We are a diversified communications and document services company applying advanced information systems and intranet/Internet technology to provide a broad
range of services to our financial, legal and corporate clients. Our services integrate traditional composition, imaging and printing services with document management, distribution, marketing and
software solutions. This integrated approach helps streamline the preparation and distribution of business-to-business communications materials. We serve our domestic clients
through 37 business centers throughout 29 cities in the United States, and our international clients through offices in Paris and London, a revenue sharing arrangement in Canada and vendor
relationships with local document service providers in Asia, Latin America and Australia.

Our
business strategy is to help our clients communicate more effectively with their clients. We pursue this strategy by providing a total outsourcing solution for all of our clients'
business-to-business communications and document needs. As part of our strategy, we focus on specific client segments that have substantial and complex communications
requirements for which we develop an expertise that we believe provides us with a significant competitive advantage. Our service offering is often fully integrated with our clients' internal
processes, and in many cases we have dedicated full-time personnel situated on-site at our clients' locations. As a result, we believe we have built strong,
long-lasting relationships with clients that have trusted us to manage their time sensitive, confidential documents and their branded promotional materials. We believe that these strong,
trusted relationships help provide us with a more stabilized source of cash flow.

As
part of our efforts in helping our clients communicate more effectively with their clients, we have introduced electronic, digital and Internet-based solutions. We have designed
our service offering to take advantage of our strong technological capabilities in web-based information, document collaboration and distribution and in electronic document imaging, coding
and retrieval. The proprietary technology embedded within our services further strengthens our client relationships and the integration of our service offering into our clients' communication
processes, which in turn leads to more stabilized cash flows. Currently, we have a team of approximately 235 project managers, software developers, and support personnel responsible for the design,
development and implementation of our technology-based offerings.

As
part of the realignment in our corporate structure in February 1999, we shifted from a geographically based matrix organization into five business units in order to provide clearer
accountability, quicker decision making, sharper operational focus within each line of business and to better enable us to capitalize on the growth opportunities within each of our markets. In August
2000, we announced the consolidation of two of these business groupsInvestment Company Services and Managed Communications Programsinto one business group. This consolidation
will be implemented during the next couple of months. Our business units are organized under two reportable segments, Specialty Communication Services and Document Services.

Specialty Communication Services

The Specialty Communication Services segment of our business provides our financial, investment company and corporate clients with information technology-based
solutions for the production and distribution of transactional financial documents, marketing materials, compliance documents, and branded promotional materials.

Financial Document Services



Our Financial Document Services business unit produces and distributes (electronic and paper) time critical, transactional financial documents, such as
registration statements, prospectuses, offering

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memoranda and other printed materials that are part of business financings, mergers and acquisitions. We also produce compliance and reporting documents, such as annual and quarterly reports and proxy
statements, that are either mailed or made electronically available to shareholders. In the financial printing market, we are one of three international financial printers with a nationwide network
and recognized brand name.



Our principal service is coordinating the composition, printing and distribution of electronic and paper transaction-based financial documents, as well as
compliance and investor reports. We believe that we have a strong reputation in maintaining confidentiality and responding to urgent time deadlines which we believe is critical to our success and has
led to the long-lasting, trusted relationships we believe we have developed with our clients. We offer 24-hour conference facilities, high-quality support services
to assist in the preparation, printing and delivery of documents, and advanced information technology solutions to facilitate collaborative work environments, speed delivery of proofs and assist
clients in electronic delivery of documents to their shareholder and investor base. We are also responsible for making all required regulatory filings with agencies, such as the SEC. We are the only
national financial printer with a direct line to the SEC, which we believe provides greater reliability and efficiency in filing documents electronically through the SEC's EDGAR system. We believe we
are also the only financial printer with an integrated, single source composition and filing system. Since the typeset and EDGAR versions are output from the same data file, our integrated, single
source system provides our clients with greater reliability and efficiency in producing accurate typeset and EDGAR proofs for filing. We also coordinate the distribution of disclosure documents for
our corporate clients through secure, offering-specific web sites, as well as the dissemination of their ongoing investor reports on their proprietary intranet systems or on corporate Internet sites.
In April 2000, we acquired substantially all of the assets of NTEXT Corporation, a translation services business located in New
York. As a result of this acquisition, our Financial Document Services business unit now offers translation services to its customers as part of its regular product offering.

We
emphasize technology-based solutions in providing financial document services to our clients, including software applications that facilitate collaborative work environments and
reduce the need for face-to-face drafting sessions. Some of our more important software applications are described below:



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We
market primarily through direct one-on-one contact with our clients, which include corporate officers and legal departments, securities attorneys,
investment and merchant bankers and other financial professionals involved in public and private offerings, mergers and acquisitions.

Our
financial printing services are provided on a project basis for individual transactions and on a periodic basis for ongoing regulatory filings or investor reports, and are
typically billed on a project basis. Pricing varies significantly and is dependent in large part on the time frame allowed for the filing, the type of filing and number of proofs, document complexity,
the number of pages, the distribution method for the proofs and the filing, and the extent of the revisions.



The creation, assembly, production and distribution of financial documents requires rapid composition, printing, electronic conversion and distribution
services that are available 24 hours a day and tailored to the exacting demands of our clients. Each document typically goes through many cycles of proofreading and editing, and proofs must
often be delivered simultaneously to several different cities worldwide. We have over 200 conference rooms in 30 cities in the United States and additional conference facilities in our offices in
Paris and London. We also have conference facilities available for our clients' use in Canada, Asia, Latin America and Australia.

We
use advanced information systems and intranet/Internet technology to create a "hub and spoke" network, linking our composition center hubs in St. Paul, Minnesota and suburban
Baltimore, Maryland with our 29 service facilities throughout the United States and internationally. We pioneered the use of
the hub and spoke network as an efficient means of deploying the resources needed to service our clients. The concentration of resources at our hub facilities allows us to offset the peaks and valleys
of workloads among our service centers. Our staff can also develop a deeper level of expertise and we can provide them with better and more constant training. We can also more easily scale up our
operations during seasonally high work load periods by hiring predominantly at our hubs, rather than at service centers across the country. At June 30, 2000, we employed 1,074 employees,
including 266 customer service employees and 180 sales, marketing and sales support personnel.



We compete for clients in the financial printing area based primarily on relationships, technology offerings, cost, the scope of our capabilities worldwide and
the overall quality of customer service, especially the ability to produce rapid and accurate revisions. We believe that our introduction of software solutions to facilitate document production is a
competitive advantage in attracting and retaining clients. Domestically and internationally, our primary competitors are Bowne & Co., Inc. and R.R. Donnelley & Sons Company,
especially for the larger transactional and compliance work. We also

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compete with many smaller regional companies in the United States. We believe that the relationships that we have developed with many United States-based multi-national law firms and investment banks
provide us with an advantage in competing for the financial document services business generated by their overseas operations.

Investment Company Services



The Investment Company Services business unit designs, produces, prints and distributes marketing materials and compliance documents for public and private
investment funds, insurance companies, banks and variable annuity providers, principally in the United States. We also offer software solutions that assist our fund clients with the creation and
assembly of fund documents. We currently provide services to eight of the top 10 fund families, in terms of total assets, and we have had relationships with our top 10 fund clients for an average of
over 12 years.

Demand
for our Investment Company Services is driven by the number of shareholders in funds, the movement of shareholders between funds and the introduction of new funds as a result
of various market dynamics. According to the 1999 Mutual Fund Fact Book, published by the Investment Company Institute, the investment fund industry has increased at a 15.1% compounded annual growth
rate in the number of shareholder accounts from 1984 through 1998. In addition, the number of investment funds has experienced a 13.5% compounded annual growth rate over the same period. We believe
that the number of shareholders in funds and the movement between funds will continue to grow rapidly, as the baby boomers continue to age and as investors become more sophisticated about potential
fund options and portfolio diversification strategies. We also believe we will continue to see the introduction of new funds in response to changing market dynamics, as we have seen with the
introduction of Internet funds and international funds in the last few years.

Although
there are more than 800 investment companies in the United States, we target our sales and marketing efforts on approximately 420 of the largest companies within the market.
We believe that the investment fund industry is likely to experience substantial consolidation in the next several years and we expect the larger clients we target to be among the survivors. We also
focus our operations in the largest and fastest growing markets, in terms of the number of investment companies located within the market. In April 1999, we acquired Daniels Printing, a leading
provider of investment fund services in Boston. We believe that this acquisition helped us increase our penetration of this market by building on Daniels' strong reputation as a service provider in
this industry. In March 2000, we acquired the financial services and training documentation business of Ames Safety Envelope Company (known as Ames On Demand), a full-service
printer based in Woburn, Massachusetts. Adding Ames On Demand to our product mix enhances our presence in the New England market by bringing fulfillment and distribution capabilities to the
northeastern United States, where many of our financial services clients are based. We may make other acquisitions in areas that complement our core services, such as suppliers of mail and other
distribution services to fund investors.



Public investment funds in the United States are permitted to use a wide variety of marketing materials to attract investors, many of which rely heavily on
graphic and full-color print layouts. Due to the large number of funds and intense competition among funds, multi-fund complexes seek to create a brand identity that is easily
recognized by a geographically diverse and fragmented investor base and to differentiate their marketing materials through the use of unique design elements. The frequency of required reports sent to
individual shareholders requires substantial coordination of information from a variety of third parties, including outside administrators, transfer agents, advisers and accounting firms. In response
to these market dynamics, our Investment Company Services business unit provides a full range of services that go beyond printing to the creation, production, distribution and reporting of fund

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documents. These services include software solutions that assist our clients in creating and assembling fund documents; comprehensive prepress services, which includes all of the necessary preparation
of a document prior to printing; and document management and distribution services, including fulfillment (both electronic and paper) and inventory management of fund documents. Our personnel
dedicated to this business unit are trained in the technical requirements applicable to investment funds in the United States, and we continually seek to adapt our systems rapidly to respond to
changes in SEC reporting requirements or to market practices that affect our fund clients.

In
addition to collaborative Internet-based work environments for editing and proofing documents, such asMerrill
e-CollaborateandMerrill e:Proof, we offer our Investment Company Services clients sophisticated software
applications tailored to the unique requirements of investment funds and the specifications of our fund clients. Included among our current service offering are the following proprietary software
applications:



We
market our services through a direct sales force of approximately 41 sales representatives, many of whom have significant prior experience at fund companies. Our sales
representatives are highly trained not only in our service offering, but also in the operations and regulatory issues of the investment company industry. We believe that this training provides our
sales force with a significant competitive advantage. In addition to direct, one-on-one marketing, we participate actively in investment company conventions and conferences and
engage in direct mail and branding campaigns.

Our
services are generally provided on a periodic basis, often weekly for our larger clients, and are typically billed on a project basis. The majority of our pricing is subject to
change at any time and varies substantially based on the type of project and the size and scope of our relationship with the client. We often bundle our traditional composition and printing services
with our software solutions.

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The creation, assembly, production and distribution of documents for our Investment Company Services clients is similar to the process used in our Financial
Document Services business unit. This process requires design, composition, printing, electronic conversion and distribution services that are available 24 hours per day and tailored to the
exacting demands of our clients. Our Investment Company Services business unit uses the same hub and spoke technology as our Financial Document Services business. We also employ customer service
representatives who are trained in the operations and regulatory issues of the investment company industry. Recently, we have begun to place customer service personnel in-house at several
of our clients' locations, which has further strengthened our client relationships and improved client satisfaction. At June 30, 2000, we employed 508 employees, including 83 customer service
employees and 61 sales, marketing and sales support personnel.



We compete in the investment funds market based primarily on overall quality of our customer service, particularly our ability to produce rapid, accurate
revisions consistently incorporating the client's special design and informational requirements. We also compete based on cost, relationships and our design, printing and distribution capabilities. We
believe that our customized software applications, particularly in document creation and assembly, constitute a significant competitive advantage. Our acquisitions of Daniels Printing and Ames on
Demand have strengthened our presence in the New England market, where over 25% of the total public investments funds in the industry are located. Competition for composition and printing services in
this market is highly fragmented. Our primary competitors for these services include large, national financial printers and smaller, regional printers across the United States. The market for many of
the communication and marketing services that we offer is even more fragmented given that these services are also offered by various other market participants, such as software designers, mailing and
courier services and data processing companies. We believe that our integrated suite of tailored investment fund services provides us with a competitive advantage relative to these other service
providers.

Managed Communications Programs



The Managed Communications Programs business unit provides comprehensive business communications solutions from design to distribution, using fully integrated,
customized, print-on-demand communications materials and branded products. For a majority of our clients, we offer a large number (often in excess of 200) of branded
promotional products, including business cards, letterhead, product brochures, customer newsletters, retail forms, point-of-purchase materials and "high-end"
marketing materials. We focus on customer segments with complex distribution requirements and a need to maintain a consistent brand image among dispersed operations, including franchise, retail and
agent networks. We believe we are the leading provider of communications management solutions to the real estate brokerage industry. Our clients include some of the largest and most respected real
estate brands in the United States, such as Century 21 Real Estate Corporation, Coldwell Banker Corporation, ERA Franchise Systems, Inc., Prudential Real Estate Affiliates and RE/MAX
International, Inc., as well as some of the nation's premier marketers, such as Aon Corporation, AXA Financial, Inc. (formerly The Equitable Companies Incorporated), Cendant Corporation,
Eddie Bauer, Inc., Nordstrom, Inc. and Visa U.S.A., Inc.



Our service offering is designed to help our clients present a uniform image across dispersed operations and to reduce our clients' cost of communicating with
their clients. We assist our clients in

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designing, sourcing and distributing various communication materials (including letterhead, business cards or member directories), as well as promotional products (including umbrellas, pens and
tee-shirts) and point-of-purchase materials (including sales tickets and jewelry price tags). In some cases, we design the catalogues of promotional items used by
our clients and we manage the inventory of these items. In providing our service, we maintain a database of information about each end-user and his or her marketing efforts, purchasing
history and other information. This database of information is a valuable strategic asset, which our clients rely upon to conduct their operations. Through this database, for example, we can help our
clients create targeted direct marketing campaigns. As part of our service, we also help clients re-engineer their methods of business communication, which typically results in significant
improvements in productivity and cost savings for our clients. These engagements contribute towards our strategy of maintaining strong and long-lasting client relationships in which we
become an integrated part of our client's communication process and, as a result, less susceptible to competition from other communications service providers.

One
of the major clients of our Managed Communications Programs business unit is Coldwell Banker Corporation. As an example of the services we provide, we are the preferred vendor for
all promotional material used by Coldwell Banker's real estate agents, and we designed the Coldwell Banker catalogue that comprises these items. The 88 page catalogue contains over 200 promotional
items, including business cards, "just listed" mailing cards, home buying brochures and umbrellas with the Coldwell Banker logo. Real estate agents can place orders for any item in the catalogue by
telephone, fax or the Internet. We then either ship from our own inventory, print-on-demand, or procure the item from a third party supplier. Our staff is trained to
cross-sell items and suggest particular product group offerings in specific circumstances. For example, we may suggest to a new agent a starter kit containing business cards, letterhead,
envelopes and home buyer guides. If an agent is sponsoring a promotional event, such as a golf outing, we may up-sell items by suggesting golf shirts with the Coldwell Banker logo, which
we would purchase from a third party supplier. By centralizing the purchasing and fulfillment with us, Coldwell Banker ensures that all of its agents adhere to a uniform brand image. Coldwell Banker
also realizes significant savings by eliminating purchasing agents and buyers and consolidating its buying power. We also maintain a database of the spending histories for each agent and are able to
recommend starter kits or quantities based on historical usage. Furthermore, we can report purchasing habits and trends to Coldwell Banker for analysis.

We
offer our Managed Communications Programs clients software applications, including the following:



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Our
marketing approach varies based on the type of client. For our real estate and franchisor clients, we employ a two tier selling approach. First, we use a direct sales force to
market our overall package of services to the parent company or franchisor, with the goal of becoming the preferred vendor for branded promotional materials for the agent or franchise network. This
tier of the sales and implementation cycle typically ranges from 12 to 36 months, reflecting the time required to analyze and understand the client's logistical and communications requirements,
to design and implement an appropriate program and to transition the services from the client's own operations or its outside vendor. We believe that the investment of time and resources into this
sales cycle strengthens our relationships with our clients and creates a barrier to entry by other competitors. For the second tier of the sale, we market the products approved by the parent company
or franchisor to the agents or franchisees. We market to these clients through the Internet, direct mail and, occasionally, through direct sales. For our corporate clients, we have a single tier
approach based entirely on direct sales efforts.

We
generally contract to supply branded promotional materials to large geographically dispersed companies or franchisors for a typical three-year term. In the case of our
real estate and franchisor clients, we are promoted as the preferred vendor to their agents or franchisees and our revenue is generated by selling products to these agents or franchisees. Our basic
products and services (such as business cards and flyers) are priced on a "per piece" basis, while other, more customized products and services (such as umbrellas and golf shirts) are sold on a "cost
plus" basis. If we manage a client's entire inventory and fulfillment needs, we either charge a fixed fee, which would include all necessary software tools, or we charge on a menu basis, where our
clients can pick the services they desire.



We use a sophisticated order entry system for receiving and processing orders, which includes mail orders, fax and a large inbound telemarketing staff. We
fulfill these orders by bulk printing these items through the Merrill Print Group with further personalizing and imprinting completed at our facility in St. Cloud, Minnesota. Our other catalogue
products are shipped directly to the client from our third party vendors. We use an automated "materials handling system" that manages order processing, billing, shipping and inventory levels. Most
orders are filled within four days of receipt. We recently
began an initiative to move our clients to oure-storesand telephone order systems from the traditional fax and mail order methods, which
we believe will strengthen our ability to cross-sell our products and increase our revenue. At June 30, 2000, we employed 864 employees, including 140 customer service employees and
102 sales, marketing and sales support personnel.



We compete primarily based on the scope of the services that we provide, price and the overall quality of our customer service. The competitive market for our
Managed Communications Programs services is highly fragmented. Our main competitors are large, national integrated print and information service providers, as well as a number of smaller regional and
local companies.

Merrill Print Group



The Merrill Print Group offers comprehensive digital prepress, printing and fulfillment services to our other business units and to corporations, design firms
and governmental agencies. We maintain an

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outsourcing strategy and a low fixed-cost asset base in order to maximize the utilization rate of our printing assets. As a result, our capital expenditures are lower than those of a
traditional commercial printing company. In addition, we believe our low fixed-cost asset base and outsourcing strategy provide us with a competitive advantage during downturns in printing
market demand, when the impact on our profitability is minimized relative to our competition.

In
April 1999, we broadened Merrill Print Group's capabilities by acquiring Daniels Printing, a full-service financial and commercial printing company based in
suburban Boston, Massachusetts. In operation for over 100 years, Daniels Printing has long been a provider of high-quality printing and related services to investment companies and
corporations predominantly in the Northeastern United
States. Daniels Printing sells its high-end color printing products in the form of annual reports, brochures, marketing materials and other advertising materials and packaging to large
corporate clients.



We offer a broad range of prepress, printing and distribution services. Our prepress capabilities consist of both traditional and digital prepress services,
including all of the necessary image preparation of a document prior to its printing. This stage of the process involves a significant amount of client interaction, including a client's review of
proofs and the layout of documents. In addition to printing time sensitive documents, such as the prospectuses and proxy statements produced by our Financial Document Services and Investment Company
Services business units, we also print high-quality commercial documents, such as annual reports, high-end marketing materials and branded promotional materials sold by both
our Managed Communications Program and the Merrill Print Group. In addition, we print ballots in connection with public elections and referenda in the counties and the State of California. Our
distribution services consist primarily of distributing regulatory and investor information to transfer agents or investment bankers as directed by these clients.

Currently,
our principal clients are our other business units, which together account for a majority of our capacity. As part of our focus on attracting third party commercial
printing, we intend to direct our marketing efforts to design firms, high growth companies, Fortune 1000 companies that require high quality printing and companies in industries that are dependent on
print media in reaching their target markets.

Contracts
for our printing services are generally on a purchase order basis. Pricing is based on the quantity of materials printed, the number of pages and type of paper required, the
amount of color in the document and the time frame allowed to complete the document.



We operate printing plants in St. Paul, Minnesota; Los Angeles, California; Chicago, Illinois; Dallas, Texas; Union, New Jersey; and suburban Boston,
Massachusetts. These plants primarily serve the printing requirements of clients in our Financial Document Services and Investment Company Services business units. Printing requirements associated
with Investment Company Services and the compliance document printing within Financial Document Services are significantly more predictable and less time sensitive than printing associated with
financial transactions. By using our printing assets for both types
of printing, we believe we are able to maximize our utilization by scheduling the more predictable and less time-sensitive printing during lulls in demand for transactions-based printing.
We believe this provides us with a competitive advantage in maximizing utilization and operating efficiencies. We also operate a specialized color printing facility in St. Cloud, Minnesota. This
facility primarily serves our Managed Communications Programs business unit. With our plant in suburban Boston, Massachusetts, we have high-quality, high-speed presses and
enhanced prepress capabilities. All of our facilities are linked together by a high speed data network. As part of our outsourcing strategy, we subcontract some of our printing requirements,
particularly those of our Financial Document

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Services and Investment Company Services business units, to third-party local printing plants. At June 30, 2000, we employed 588 employees. Our customer service and print production groups are
responsible for the coordination of all prepress and distribution services whether the work is produced internally or externally. This group is responsible for maintaining our high-quality
levels while maximizing our utilization levels and operating efficiencies.



The commercial printing market is highly fragmented and we compete with national and regional printing companies. For our high-end annual reports
and collateral printing, we compete with a number of national companies. Competition in our commercial printing business is intense and is based on quality, price, technological capability and
established relationships. We believe that we maintain a strong competitive position in our markets due to our targeted marketing and sales programs, our high level of customer service, and our
manufacturing efficiency and productivity.

Document Services



Our Document Management Services business unit provides law firms, corporate legal departments, investment banks and other professional services firms with
information management products and services designed to enhance productivity and reduce costs. We provide a total outsourcing solution to our clients' information management needs, including
providing all of the staff, technology and equipment necessary to manage the varying levels of demand associated with this function. We operate 84 document service centers on-site at
client locations in 11 U.S. metropolitan markets. In these centers we manage a range of services, including document imaging, copying, fax management and desktop publishing. We offer these services
typically over a three to five year contractual period. Supporting this business are over 500 of our employees resident in our clients' facilities. We also manage reprographics and regional imaging
centers that provide litigation support for small and large-scale assignments. In addition, we offer a sophisticated, web-based litigation support software program that enhances our clients'
productivity in the storage and retrieval of legal documents associated with complex corporate and litigation matters.

We
have focused our operations principally on the legal market given the complexity and importance of its document and information management requirements. This focus has provided us
with an expertise and strong reputation in handling their time sensitive and confidential documents, which we believe provides us with a significant competitive advantage. We plan to use our expertise
in managing the legal market's documents needs to expand into other professional services markets, such as the investment banking and accounting firm market, which have similarly complex information
and document management requirements. The software and other technology-based solutions that we have developed for the legal market may also be readapted with limited additional investment for use in
these other customer segments. We also focus our operations in markets where we already have a critical mass of operations or in markets where we have been offered a project and believe we can rapidly
establish a critical mass. This approach strengthens our profitability by allowing us to use our local management infrastructure and to better utilize our local workforce, which can be moved among our
client locations depending upon the relative workload and demand required by each of our clients within the market.

We
believe that the outsourcing of document and information management operations by clients within our targeted customer segments will grow rapidly over the next several years. As
the requirements of these document and information management operations become increasingly complex, the investment and resources needed by our clients to maintain their competitive advantage becomes

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significantly more burdensome. The skills of the workforce needed to manage these operations also increases. Given that these operations represent an ancillary function to our clients' core
operations,
our clients experience difficulty in attracting a skilled workforce to manage this function. As a result, many of these clients feel economically compelled to outsource these operations.



We offer a broad array of document-based information management services including:



We
principally target law firms and corporate law firms that have a minimum of 26 attorneys (estimated to be over 2,000 law firms and 200 corporate law departments). We also target
investment banks and accounting firms which have complex document and information management needs that are likely to be outsourced. To increase awareness of our service offering, we host
presentations at trade shows and conduct limited advertising in directory and trade publications. Our sales effort is also supported through our document service centers, where our staff can gain an
in-depth knowledge of our clients' total document and information management needs and are thus able to sell other services we offer that our clients may not yet be utilizing. Given the
range of services we provide in our document services centers and the integration of these operations into our clients' communication processes, the sale of this service requires a consultative
approach and typically requires six to nine months to complete. Software applications also generally require a six to nine month sales cycle. We

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believe that the investment of time and resources into these sales cycles strengthens our relationships with our clients and creates a barrier to entry by other competitors. Sales of our
reprographics, imaging and coding services are event-driven and typically have a short sales cycle lasting from days to weeks.

Pricing
for our services in this business unit varies substantially depending on the type and scope of the project. Document service centers are typically provided under three to five
year contracts, with pricing dependent on the level of support staff and the number of copies provided monthly. Reprographic, imaging, coding and repository services may be provided on a purchase
order or long-term contractual basis, depending on the size of the job. In the case of projects linking several locations, such as our document repository services, we will also charge a
flat administration fee reflecting considerations such as the minimum number of pages required to establish the repository and the cost of relevant software applications. We also charge licensing and
subscription fees for ourMerrill UR Lawsoftware.



We operate 84 document service centers located on-site at our clients' premises in 11 U.S. metropolitan markets. We provide the management,
staffing and equipment for all of these centers. We have lease arrangements with major manufacturers of photocopying equipment, whereby we lease this equipment on an as-needed basis and
pay for usage on a per copy basis (as opposed to paying a fixed monthly rental cost). We also are able to replace, remove or add equipment generally for no additional charges. These arrangements are
in line with our overall operating strategy of minimizing our fixed-cost asset
base. We also operate reprographics facilities in Los Angeles (three centers) and San Francisco, California; Denver, Colorado; St. Paul, Minnesota; Chicago, Illinois; Dallas and Houston, Texas;
Boston, Massachusetts; Union, New Jersey; and Washington, D.C. These facilities are equipped with high-performance photocopying equipment and, in some locations, servers and personal
computers for ourMerrill UR Lawsoftware. Our national imaging center in Norwalk, Connecticut, contains all of the equipment used to convert documents
into a digital format, including scanners, personal computers, printers, photocopying equipment and servers. At June 30, 2000, we employed 1,177 employees, including 29 customer service
employees and 64 sales, marketing and sales support personnel. Approximately 500 of our employees in our document service centers are located on-site at our clients' premises.



In our Document Management Services business unit, we compete with nationwide services companies, including Bowne & Co., Inc. and Uniscribe
Professional Services, Inc., and a number of smaller, local companies. We also compete with other vendors of specialized litigation support services and a large number of photocopying and
imaging shops, including both privately-owned and franchised operations. Competition in this part of our business is intense and is based principally on service, price, speed, accuracy, technological
capability and established relationships. For ourMerrill UR Lawsoftware, we compete with various software products, most commonly a product offered by
Summation Legal Technologies, Inc. We compete primarily on the basis of quality and features of the product, customer service and support as well as cost.

Technology



We believe our technology has positioned us as a leader in the evolution of document creation, management and distribution in both print and electronic
formats. We view our technological

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capabilities as an important competitive advantage, and we have made a significant investment in competencies that will help diversify our revenue base. These competencies include:



We
strive to use the applications we develop for a specific client or business unit by modifying them for use by other clients or business units.Merrill
e-Collaborate, for example, was first used in our Financial Document Services business, but has since received strong interest from clients in both Investment
Company Services and Document Management Services. We also plan to utilize the e-Commerce capabilities we have developed in our Managed Communications Programs business unit for
applications in our Investment Company Services business unit.

Currently,
we employ approximately 235 full-time project managers, software developers, and support personnel responsible for the design, development and implementation of
our technology-based offerings. We have also created a program, Merrill Technology Portfolio, whereby we establish and partly fund companies to develop innovations related to technological
capabilities or products that are useful to our business. Recently, we have begun to offer the entrepreneur sponsoring these innovations up to a 20% equity interest in the venture, in the form of
stock options or stock grants. We believe that this program allows us to attract and retain the top talent in our industry and to provide them with incentives to realize their innovations.



Our technology services assist our clients to communicate more effectively with their clients by streamlining the document creation, production and
distribution process and by assisting the client in administering the process. Many of our technology services improve the speed by which the documents are created, produced and distributed as well as
the accuracy of these documents by automating the gathering and distribution of financial and textual information.

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The following table lists our principal proprietary communications tools.

|                     
|---------------------
|
|                     
|Creation Tools       
|                     
|MerrillDirect        
|                     
|                     
|                     
|MerrillReports       
|                     
|                     
|                     
|                     
|Merrill TextManager  
|                     
|                     
|                     
|Merrill e-Collaborate
|                     
|                     
|                     
|                     

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|Product                                       |  | Key Features                                                                                                                                                                                                                                                                           |  | Business Unit(s)                                                                
|--------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------
|                                             
|Merrill UR Law                                |  |  Web-based document imaging, coding and retrieval system that enables our clients to analyze, sort, annotate, edit and print litigation documents.                                                                                                                                    |  | Document Management Services                                                    
|                                              |  |  Includes drag and drop folders and visual representations of searches that makeMerrill UR Laweasy to use.                                                                                                                                                                            |  |                                                                                 
|                                              |  |  Allows clients to share discovery documents over the Internet.                                                                                                                                                                                                                       |  |                                                                                 
|                                             
|Merrill net:ProspectMerrill net:Prospect Plus |  |  Turn-key, on-line management and direct mail fulfillment system that is customizable to individual real estate broker specifications.                                                                                                                                                |  | Managed Communications Programs                                                 
|                                              |  |  Key features include a postcard with business reply, a personalized postcard with agent photo, the choice of standard or custom headlines, the ability to order on-line with quick turnaround, and options for
custom messages and a property photo.                                 |  |                                                                                 
|                                              |  |  Additional features ofMerrill net:Prospect Plusinclude a custom broker monthly mailing program, on-line photo display, custom broker headlines, on-line mailing
history and database storage and maintenance.                                                                        |  |                                                                                 
|                                             
|e-stores                                      |  |  Customized e-Commerce sites providing order entry and database services that interface with our fulfillment and print manufacturing operations.                                                                                                                                      |  | Managed Communications Programs                                                 
|                                              |  |  Includes "shopping cart" transactions, various security features, product descriptions and images, a help guide and search engine.                                                                                                                                                   |  |                                                                                 
|                                              |  |  Advancede-storesinclude, in addition to the standard features, printable order forms, product previews, quota administration, more advanced security features,
user profile product display, shopping carts with edits, order history, status reporting and custom shipping methods. |  |                                                                                 
|                                             
|Production Tools                              |  |                                                                                                                                                                                                                                                                                        |  |                                                                                 
|                                             
|Job Control System                            |  |  Enables our customer service representatives to track client information for a particular print job, including names, addresses and proof delivery locations.                                                                                                                        |  | Financial Document Services, Investment Company Services and Merrill Print Group
|                                             
|MDB<>Link                                     |  |  Offers clients the ability to print a "blueline" directly in their office, eliminating the need for courier and overnight delivery of bluelines.                                                                                                                                     |  | Financial Document Services                                                     
|                                             
|Distribution Tools                            |  |                                                                                                                                                                                                                                                                                        |  |                                                                                 
|                                             
|Merrill e:Proof                               |  |  Electronic distribution method of typeset and EDGAR documents through Internet e-mail or a secure point-to-point connection.                                                                                                                                                         |  | Financial Document Services and Investment Company Services                     
|                                             
|Merrill<>Link                                 |  |  Permits a client to receive sharp, clear page proofs right in a client's office without the necessity of couriers, e-mail or faxes through the use of a remote printer.                                                                                                              |  | Financial Document Services and Investment Company Services                     
|                                              |  |  Multiport capabilities permitting printers in multiple locations to receive proof pages simultaneously.                                                                                                                                                                              |  |                                                                                 
|                                             

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|Product                          |  | Key Features                                                                                                                                                                                                                                                                                                                                  |  | Business Unit(s)                                           
|-------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -----------------------------------------------------------
|                                
|Electronic
Distribution Services |  |  Consent database system designed to comply with SEC regulations requiring investment funds to obtain consent from investors before sending them disclosure information electronically.                                                                                                                                                      |  | Financial Document Services and Investment Company Services
|                                 |  |  Maintains a database of consent replies and preferences for diskette, CD-ROM or Internet distribution.                                                                                                                                                                                                                                      |  |                                                            
|                                
|Merrill IR Edge                  |  |  Web-based service where we host, create and design investor relations web sites for our clients, including, at the client's election, electronic distribution of regulatory and investor reports, stock price
information, research reports, press releases, links to other helpful web sites and other information important to investors. |  | Financial Document Services                                
|                                
|Information Tools                |  |                                                                                                                                                                                                                                                                                                                                               |  |                                                            
|                                
|MerrillConnect                   |  |  Integrated software system that completely manages the sales and marketing process for investment funds, including sales tracking, marketing analyses and a central database of all investor contacts including
order entry, database management and fulfillment.                                                                           |  | Investment Company Services                                
|                                
|Merrill@ccess                    |  |  On-line ordering, requisitioning and inventory management system that can be customized to meet specific user requirements.                                                                                                                                                                                                                 |  | Managed Communications Programs                            
|                                 |  |  Provides visual representation of all marketing communication materials including kits and kit components and their contents.                                                                                                                                                                                                               |  |                                                            
|                                 |  |  Has the ability to display availability, estimate the approximate cost of the order, provide various shipping methods and confirm the order in real time.                                                                                                                                                                                   |  |                                                            
|                                

Employees

As of June 30, 2000, we had 4,066 full-time employees and 239 temporary employees. None of our employees are covered by a collective
bargaining agreement. We consider our employee relations to be good.

We
compete intensely with others in the industry to attract and retain qualified technical and sales personnel. To date, we believe that we have provided incentives sufficient to
minimize the loss of key personnel and to attract additional staff for both replacement and expansion. Many of our sales personnel are under employment contracts of varying terms with us.

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Properties

We lease or own the following facilities:

|Location               |  | Description                                                                                                                           |  | Leased or Owned                                                                                     
|---------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------
|St. Cloud, Minnesota   |  | Printing, warehouse and office facilities; 123,000 sq. ft.                                                                            |  | Owned                                                                                               
|St. Paul, Minnesota    |  | Office and prepress facilities; 150,000 sq. ft. in two buildings, of which approximately 85,000 sq. ft. is leased to other businesses |  | Owned                                                                                               
|Everett, Massachusetts |  | Printing and office facilities; 135,745 sq. ft. in two buildings                                                                      |  | Owned                                                                                               
|St. Paul, Minnesota    |  | Printing and office facilities; 47,000 sq. ft.                                                                                        |  | Leased for a term expiring November 30, 2005                                                        
|New York, New York     |  | Conference and office facilities; 102,000 sq. ft.                                                                                     |  | Leased for a term expiring October 31, 2014                                                         
|New York, New York     |  | Conference and office facilities; 13,830 sq. ft.                                                                                      |  | Leased for a term expiring November 25, 2005                                                        
|Boston, Massachusetts  |  | Conference and office facilities; 13,500 sq. ft.                                                                                      |  | Leased for a term expiring November 30, 2003                                                        
|Woburn, Massachusetts  |  | Printing, warehouse and office facility; 78,900 sq. ft.                                                                               |  | Leased for a term expiring March 31, 2005 with option to renew for three additional five year terms.
|Other cities           |  | Conference, office, printing and warehouse facilities; 140 to 77,000 sq. ft.                                                          |  | Leased with expirations ranging from September 30, 2000 to March 25, 2010.                          

We
believe that our facilities are adequate for our current operations.

Environmental Matters

We are subject to many laws and regulations relating to the protection of the environment and human health and safety. While we do not believe compliance with
these laws will have a material adverse effect on our business, we cannot assure you that we have been and will be at all times in compliance with all of these requirements, or that we will not incur
material fines, penalties, costs or liabilities in connection with these requirements or a failure to comply with them. In addition, these laws may become more stringent and our processes may change,
therefore the amount and timing of expenditures in the future may vary substantially from those currently anticipated.

Some
environmental laws require investigation and cleanup of environmental contamination at properties we now or previously owned, leased or operated or at which our waste was
disposed of or released. Although we are not currently aware of any obligations to perform any remediation that will require us to incur costs which would have a material adverse effect on our
business, we may be required to conduct remedial activities in the future which may be material to our business, and we also may be subject to claims for property damage, personal injury, natural
resource damages or other issues as a result of these matters.

Legal Proceedings

Two purported shareholder class action lawsuits have been filed against our company and each of our directors in Hennepin County District Court in Minnesota on
behalf of our unaffiliated shareholders. The lawsuits, which were consolidated by order of the court, allege, among other things, that (1) John Castro and Rick Atterbury unfairly possessed
non-public information concerning the prospects of our company when negotiating with our company on behalf of themselves and Viking Merger Sub and (2) the individual defendants
breached their fiduciary duties to our shareholders by

48

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facilitating, through unfair procedures, Viking Merger Sub's proposal to acquire our company to the exclusion of others, for unfair and inadequate consideration. The lawsuits further allege that these
actions prevented or could prevent our shareholders from realizing the full and fair value of their stock. The plaintiffs sought preliminary and permanent injunctive relief restraining the defendants
from proceeding with a transaction with Viking Merger Sub and a declaratory judgment that the defendants have breached their fiduciary duties.

On
October 22, 1999, Merrill, the defendant directors and the named plaintiffs, on behalf of themselves and the putative class of persons on behalf of whom the plaintiffs
brought the lawsuits, reached an agreement in principle with respect to the settlement of this litigation. On that date, counsel to each of the parties to the litigation entered into a memorandum of
understanding, agreeing to execute and present to the court as soon as is practicable an appropriate stipulation of settlement and any other documentation required in order to obtain approval by the
court of the settlement. The proposed settlement is subject to the approval of the court, some additional limited discovery (which was completed) and the closing of the merger (which was completed).
On August 14, 2000, the court ordered, among other things, that the consolidated action may be conducted preliminarily as a class action and set a final hearing for November 6, 2000 for
final approval of the settlement of this action. We anticipate that any settlement of this litigation will not have a material adverse effect on our financial condition, operating results or
liquidity.

On
October 28, 1999 in the Court of Common Pleas in Allegheny County Pennsylvania, SmartTran filed a Praecipe for Issuance of Writ of Summons against us for the alleged breach
of contract, and subsequently filed a lawsuit on March 2, 2000. We removed the case to United States District Court for the Western District of Pennsylvania. The lawsuit relates to an agreement
where we agreed to pay SmartTran a commission if they could negotiate an improvement of our vendor discounts with shipping companies. SmartTran has claimed that we owe them commissions which we have
not paid. We are disputing the amount of the commissions owed. We anticipate that any settlement of this litigation will not have a material adverse effect on our financial condition, operating
results or liquidity.

On April 20, 2000, Uniscribe Professional Services Inc. filed a lawsuit against Peter Smith and us in the Superior Court, Judicial District of Fairfield at Bridgeport,
Connecticut. This lawsuit alleges that Peter Smith breached a non-disclosure and non-compete agreement with Uniscribe when he accepted employment with us. This lawsuit also alleges that we tortiously
interfered with this non-compete agreement. On April 25, 2000, Uniscribe filed a second lawsuit against us in the Supreme Court of the State of New York, County of New York. This lawsuit
alleges that we breached a non-disclosure agreement by hiring former Uniscribe employees and by using confidential information of Uniscribe in violation of the non-disclosure agreement. In May 2000,
this lawsuit was removed to federal court in the Southern District of New York. The plaintiffs have since withdrawn the New York action. There is limited discovery taking place and a scheduling order
has been entered which prevents any hearing or any action until September 2000. We intend to vigorously defend these lawsuits. We anticipate that this litigation will not have a material adverse
effect on our financial condition, operating results or liquidity.

On June 16, 2000, R.R. Donnelley & Sons Company brought an action in the District Court, City and County of Denver, State of Colorado against Jeffrey Stemper, Scot Smith and Merrill
Communications, LLC. Stemper and Smith are salespeople we recently hired from Donnelley. The lawsuit claims breach of an alleged term employment agreement, tortiuous interference with that contract,
breach of confidentiality and non-compete agreements and other similar allegations. The preliminary injunction


hearing was held on July 24-26, 2000, and the court issued a preliminary injunction on July 27th preventing Stemper and Smith from employment, which competes with Donnelley within a
fifty-mile radius of Denver, Colorado, and from sharing information acquired by employment with Donnelley for a period of one year. The defendants have appealed the decision. We intend to vigorously
defend this lawsuit. We anticipate that this litigation will not have a material adverse effect on our financial condition, operating results or liquidity.

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## 

MANAGEMENT

Executive Officers and Directors

The following table sets forth the name, age as of June 30, 2000 and position with Merrill of each person who serves as a director or as an executive
officer of our company.

|Name                 |  | Age |  | Position                                                       
|-------------------- |  | --- |  | ---------------------------------------------------------------
|John W. Castro (1)   |  | 51  |  | President, Chief Executive Officer and Director                
|Rick R. Atterbury    |  | 46  |  | Executive Vice President, Chief Technology Officer and Director
|Steven J. Machov     |  | 49  |  | Vice President, Secretary and General Counsel                  
|Kathleen A. Larkin   |  | 40  |  | Vice President, Human Resources                                
|Robert H. Nazarian   |  | 49  |  | Executive Vice President and Chief Financial Officer           
|Allen J. McNee       |  | 41  |  | President, Document Management Services                        
|B. Michael James     |  | 43  |  | President, Financial Document Services                         
|Mark A. Rossi        |  | 42  |  | President, Investment Company Services                         
|Joseph P. Pettirossi |  | 35  |  | President, Managed Communications Programs                     
|Raymond J. Goodwin   |  | 36  |  | President, Merrill Print Group                                 
|Lawrence M. Schloss  |  | 45  |  | Director                                                       
|Matthew I. Sirovich  |  | 34  |  | Director                                                       
|James A. Quella      |  | 50  |  | Director                                                       

---

John W. Castrohas been our President and Chief Executive Officer since 1984 and a member of our board of directors since 1981.
Mr. Castro also serves as a Director of BMC Industries, Inc. and Minnesota Life Insurance Company.

Rick R. Atterburyis our Executive Vice President and Chief Technology Officer and a member of our board of directors.
Mr. Atterbury has served as a member of our board of directors since 1989 and as our Executive Vice President and Chief Technology Officer since February 1999. From 1996 to
January 1999, Mr. Atterbury was our Executive Vice President, and prior to that time, he served as our Vice President of Operations.

Steven J. Machovhas been our Vice President since 1993, our Secretary since 1990 and our General Counsel since 1987.

Kathleen A. Larkinhas been our Vice President of Human Resources since 1993.

Robert H. Nazarianjoined our company in April 2000 as our Executive Vice President and Chief Financial Officer. Prior to
joining Merrill, Mr. Nazarian served as Executive Vice President and Chief Financial Officer of Florida East Coast Industries, a diversified transportation and telecommunications company, from
July 1999 to April 2000. From August 1998 to April 1999, he served as Treasurer of Northwest Airlines, Inc. From October 1995 to July 1998, he served as Chief Financial Officer for Air New
Zealand Limited. Prior to joining Air New Zealand Limited, Mr. Nazarian served as Group Financial Controller for Lion Nathan Limited in Australia and New Zealand from October 1989 to September
1995.

Allen J. McNeehas been our President of Document Management Services since February 1999. From February 1996 through
January 1999, Mr. McNee was our Vice President of Document Management Services. Prior to that time, Mr. McNee served as our Director of Facilities Management/Document Reproduction
Group, from February 1992 through January 1996.

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B. Michael Jameshas been our President of Financial Document Services since February 1999 and President of our subsidiary,
Merrill/New York Company since January 1994. From January 1996 to February 1999, Mr. James was Vice President of our East Region and International Operations. Prior to that
time, Mr. James was our Vice President of Human Resources from June 1989, when Mr. James joined us, to January 1994.

Mark A. Rossihas been our President of Investment Company Services since February 1999. From February 1997 to
February 1999, Mr. Rossi was our Vice President of the Central Region. Prior to that time, Mr. Rossi served as our President of Southern California, from February 1993 to
January 1997.

Joseph P. Pettirossihas been our President of Managed Communications Programs since February 1999. From July 1996 to
February 1999, Mr. Pettirossi was the President of one of our subsidiaries, Merrill/ May, Inc. Prior to joining us in 1996, Mr. Pettirossi was the Chief Operating Officer
and Chief Financial Officer of Northwest Racquet Swim & Health Clubs, Inc., from November 1994 to June 1996 and the Vice President and Chief Financial Officer of the
Minnesota Professional Basketball Limited Partnership and the Minnesota Arena Limited Partnership, from September 1992 to March 1995.

Raymond J. Goodwinhas been our President of Merrill Print Group since February 1999. From March 1997 to
February 1999, Mr. Goodwin was our central Region Sales Manager. Prior to that time, Mr. Goodwin served as President of our Denver and Houston operations, from January 1993
to March 1997.

Lawrence M. Schlosswas appointed to our board of directors in November 1999 upon completion of the merger with Viking Merger
Sub. Mr. Schloss has been a Managing Director of DLJ Inc. since 1985 and is Head of DLJ's Merchant Banking Group. Mr. Schloss joined DLJ in 1978. He is a member of the Investment
Committee of DLJ Merchant Banking Partners I, L.P. and DLJ Merchant Banking Partners II, L.P. (Co-Chairman), Chairman of DLJ Investment Partners I, L.P. and DLJ Investment Partners II,
L.P. (mezzanine fund), Global Retail Partners, L.P., DLJ Real Estate Capital Partners, L.P., DLJ Diversified Partners, L.P., DLJ Fund Investments, L.P. and Private Equity Partners, L.P. He currently
serves as Chairman of the Board of McCulloch Corp. and as a Director of DecisionOne Corporation, Thermadyne Holdings, Inc., and Wilson Greatbatch Corp. Mr. Schloss previously served as
Director of GTECH Holdings Corporation, OSi Specialties, Inc., Krueger International, Inc. and MPB Corporation.

Matthew I. Sirovichwas appointed to our board of directors in June 2000. Mr. Sirovich joined DLJ in 1992 and has been a
Principal of DLJ Merchant Banking II, Inc. since February 1998. From January 1996 until then he was a Vice President in the same group and from 1992 to 1995, he was an Associate in Donaldson,
Lufkin & Jenrette's investment banking group. From 1989 to 1990, he was the Financial Manager of Concord Camera Corp. and from 1987 to 1989, he was an Analyst in the corporate finance
department of Drexel Burnham Lambert Inc. He currently serves on the board of directors of NextPharma Technologies S.A., BioPartners S.A., and Thiemann S.A.

James A. Quellawas appointed to our board of directors in June 2000. Mr. Quella joined DLJ Merchant Banking Partners in July
2000 as the Managing Director and Senior Operating Partner. From January 2000 until July 2000, he served as the Managing Director of GH Venture Partners, a seed stage venture capital firm. From April
1997 to January 2000, Mr. Quella was the Vice-Chairman: Market Development of Mercer Management Consulting, and from January 1996 to April 1997, he served as the Director of the Executive
Committee. In October 1992, he founded the Financial Services Practice Group, which he also managed until December 1995.

It
is currently contemplated that the number of our directors will be increased to eight. The identity of the three additional directors, however, has not been determined at this
time.

Director Compensation

Our directors are not paid any additional compensation for their service as members of our board of directors.

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EXECUTIVE COMPENSATION

Cash and Non-Cash Compensation

The following table sets forth the cash and non-cash compensation for each of the last three fiscal years awarded to or earned by our Chief
Executive Officer and our four other most highly compensated executive officers who were executive officers at the end of the fiscal year and whose salary and bonus exceeded $100,000 in fiscal year
2000.

Summary Compensation Table

|                                                                        |  |                |  |   |                         |  |   | Long-Term
Compensation |         |                
|----------------------------------------------------------------------- |  | -------------- |  | - | ----------------------- |  | - | ---------------------- | ------- | ---------------
|
|
|
|John W. Castro President and Chief Executive Officer                    |  | 2000
1999
1998 |  | $ | 375,000
359,375
300,000 |  | $ | 0
626,000
840,000      | (4) (5) | 0
35,000
69,000
|Rick R. Atterbury Executive Vice President and
Chief Technology Officer |  | 2000
1999
1998 |  |   | 275,000
264,583
225,000 |  |   | 0
375,600
504,000      | (4)     | 0
25,000
69,000
|B. Michael James                                                        |  | 2000           |  |   | 300,000                 |  |   | 0                      |         | 0              
|PresidentFinancial Document                                            |  | 1999           |  |   | 250,000                 |  |   | 103,125                |         | 16,000         
|Services                                                                |  | 1998           |  |   | 250,000                 |  |   | 265,625                |         | 16,000         
|Mark A. Rossi                                                           |  | 2000           |  |   | 300,000                 |  |   | 0                      |         | 0              
|PresidentInvestment Company                                            |  | 1999           |  |   | 250,000                 |  |   | 122,500                |         | 16,000         
|Services                                                                |  | 1998           |  |   | 250,000                 |  |   | 190,500                |         | 24,000         
|Joseph P. Pettirossi                                                    |  | 2000           |  |   | 250,000                 |  |   | 0                      |         | 0              
|PresidentManaged Communications                                        |  | 1999           |  |   | 229,917                 |  |   | 42,500                 |         | 18,000         
|Program                                                                 |  | 1998           |  |   | 150,000                 |  |   | 120,000                |         | 16,000         

---

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Options

We did not grant any options to our executive officers named in the Summary Compensation Table above during fiscal year 2000. The following table summarizes
option exercises during fiscal year 2000 by the executive officers named in the Summary Compensation Table above.

Aggregated Option Exercises In
Last Fiscal Year and Fiscal Year-End Option Values

Name

Shares
Acquired on
Exercise(#)

Value
Realized($)(1)John W. Castro

27,600

$
51,750Rick R. Atterbury

0


0B. Michael James

49,500


244,431Mark A. Rossi

45,300


250,204Joseph P. Pettirossi

3,200


7,400


---

All
outstanding options whether vested or unvested were canceled upon consummation of the merger with Viking Merger Sub. The holders of each option received in cash a per share amount
equal to $22.00 less the exercise price per share of the option. The following table shows the number of options held by each of the executive officers named in the Summary Compensation Table above
and the amounts paid to these individuals at the effective time of the merger in exchange for cancellation of these options.

Name

Outstanding
Options

Payment at
Effective TimeJohn W. Castro

76,400

$
410,000Rick R. Atterbury

205,000


1,805,125B. Michael James

92,500


1,014,438Mark A. Rossi

69,700


685,563Joseph P. Pettirossi

41,600


278,250


Employment Arrangements

On November 23, 1999, we entered into employment agreements with John Castro and Rick Atterbury. Mr. Castro receives an annual base salary of
$375,000, and Mr. Atterbury receives an annual base salary of $275,000. Their salaries will be reviewed annually by our board of directors and may be increased by our board in its sole
discretion. In addition, each of Messrs. Castro and Atterbury are entitled to participate in an annual bonus program.

Messrs. Castro
and Atterbury are entitled to payments in the event we terminate them without cause, which means other than as a result of (1) their willful refusal
substantially to perform their duties; (2) their conviction of a felony arising from any act of fraud, embezzlement, or willful dishonesty in relation to our business or affairs; (3) any
other felonious conduct on their part that is materially
detrimental to our best interests; (4) being repeatedly under the influence of illegal drugs or alcohol while performing their duties; or (5) any other willful act which is materially
injurious to our

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financial condition or business reputation. If terminated for reasons other than those listed above, each would be entitled to receive:



In
addition, the executives' entire account balance and all accrued benefits under our Supplemental Executive Retirement Plan and those under our other plans or arrangements providing
similar benefits will vest and become nonforfeitable as of the termination date.

The
following table illustrates the amount of the lump sum payments that Messrs. Castro and Atterbury would be entitled to receive if they were terminated prior to
May 23, 2000:

Executive

Amount of
PaymentJohn W. Castro

$
3,273,200Rick R. Atterbury


2,113,300


The
above amounts exclude:



Should
either Mr. Castro or Mr. Atterbury receive any payments under his employment agreement in connection with a change of control he would be entitled to a
gross-up payment intended to offset the effect of any excise tax owed under Section 4999 of the Internal Revenue Code.

Change in Control Provisions



Under our 1999 Stock Option Plan, an optionee's options may become immediately exercisable in full and remain exercisable for the remainder of their terms upon
the occurrence of:



An
exhibit to the optionee's option agreement states whether or not the vesting of his or her option will accelerate upon the occurrence of one of these events. Under our Direct
Investment Plan, if

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one of the events described above occurs, all of a participant's unvested coinvestment shares will become immediately vested in full. To the extent the acceleration of the vesting of an option or
coinvestment shares, together with any other payment the optionee or the participant has the right to receive from us would constitute a parachute payment under the Internal Revenue Code, which means
the payment would be subject to an excise tax, then the payments will be reduced so they will not be subject to any excise tax imposed by the Internal Revenue Code. The payments will not be reduced,
however, if the optionee or the participant is subject to a separate agreement with us that provides otherwise.



In April 2000, the Compensation Committee of the Board of Directors adopted change in control agreements with all of the direct reports of our President
and Chief Executive Officer. These executives are entitled to receive the benefits described below if they are terminated in connection with a change in control, which means any of the following:



In
order to receive the benefits, the executive must be terminated either:



The
executives will not receive the benefits if they die or are terminated for cause, which means as a result of the executive's (1) gross misconduct; (2) willful and
continued failure to substantially perform his or her duties after demand is given by the Chairman of the Board; or (3) conviction of a felony or gross misdemeanor which is materially and
demonstrably injurious to us or which impairs the
executive's ability to substantially perform his or her duties. The executive will, however, receive the benefits if the executive voluntarily leaves our employ as a result of:



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The
executive is entitled to receive the following payments and benefits upon the triggering of these agreements:



These
change in control agreements have a term ending January 31, 2001; provided, the agreements will automatically renew for additional 12-month periods unless we give the
executive 90 days' advance notice of our intent to terminate the agreements. In addition, if a change in control occurs during the term of the agreements, the agreements will continue for an
additional 24 months.

The
following table illustrates the amount of the lump sum payments that our executives named in the Summary Compensation Table above would have been entitled to receive if a change
in control had occurred as of April 30, 2000:

Executive

Amount of PaymentB. Michael James

$
825,000Mark A. Rossi


825,000Joseph P. Pettirossi


625,000


The
above amounts exclude:



Board Indemnification Agreements

In May 1999, we entered into compensation and indemnification agreements with each of the members of the special committee of the board of directors,
Paul G. Miller, Ronald N. Hoge and Michael S. Scott Morton, to compensate them for their additional duties, responsibilities and burdens in connection with their service on the
special committee in considering the merger with Viking Merger Sub, Inc. In return for their services as members of the special committee, each of Messrs. Miller, Hoge and Scott Morton received
$25,000. We also reimbursed them for any reasonable out-of-pocket travel and other expenses incurred in connection with their service on the special committee. In addition to
their general right to indemnification under our articles of incorporation, we agreed to indemnify and advance expenses to each of them to the full extent provided by applicable law and our articles
of incorporation in connection with any threatened, pending or completed proceeding, including a proceeding by or in the right of the company.

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We also entered into indemnification agreements with each of our disinterested members of the board of directors to compensate them for their additional duties, responsibilities and
burdens in connection with their service on the board in considering the merger with Viking Merger Sub. In addition to their general right to indemnification under our articles of incorporation, we
also agreed to indemnify and advance expenses to each of them to the full extent provided by applicable law and our articles of incorporation in connection with any threatened, pending or completed
proceeding, including a proceeding by or in the right of the company.

Stock Option Plan

On December 20, 1999, our board of directors and shareholders adopted the 1999 Stock Option Plan pursuant to which we may grant incentive and
non-statutory stock options to purchase shares of our
class B common stock to our employees, non-employee directors, consultants and independent contractors. Our board created a compensation committee to, among other things, administer
the option plan, including determining the persons who are to receive options, as well as the type, terms and number of shares subject to each option. The option plan will terminate on
December 19, 2009, unless our board of directors decides to terminate it earlier.

Shares Available for Issuance

We have reserved 825,000 shares of our class B common stock for issuance under the option plan. As of June 30, 2000, we had outstanding options
to purchase 569,670 shares of our class B common stock at an exercise price of $22.00 per share to employees and independent contractors of our company. Any options granted generally become
exercisable over a six-year period, or in the case of some options, in the event performance milestones are met. Shares subject to options granted under the option plan that lapse or are
terminated may again be subject to grants under the plan.

Effect of Termination of Employment or Other Service

Options granted under the option plan generally terminate when an optionee's employment or other service with our company terminates. The reason for the
optionee's termination dictates what happens to his or her options. Unless otherwise provided in the optionee's stock option agreement, if an optionee is terminated for cause, which means as a result
of:



his
or her options will immediately terminate and no longer be exercisable. In addition, we will have the right to repurchase from the optionee all shares of class B common stock the optionee
previously

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acquired upon the exercise of any options at a price equal to the exercise price paid by the optionee to acquire these shares of class B common stock.

Unless
otherwise provided in an optionee's stock option agreement, if an optionee's employment or other service with us terminates for any other reason whatsoever, whether due to
voluntary resignation, death, disability, retirement or termination by us without cause, that is, not for one of the reasons listed above, the options that were exercisable as of the optionee's
termination date will remain exercisable for one year. There are other situations, however, when an optionee's options may terminate earlier. For example, if an optionee engages in an action the
compensation committee determines to be adverse to Merrill or any of our subsidiaries before or within 12 months after the termination of his or her employment or other service with us, the
compensation committee may immediately terminate all of the optionee's rights under the option plan and his or her options. We refer you to the information under the heading "Effect of an
Adverse Action" below. In no circumstance will an optionee's options remain exercisable after their expiration date.

In
the event an optionee's employment or other service with us changes such that the number of hours the optionee works is significantly reduced for what will likely be an extended
period of time, the compensation committee will have the right to modify the terms of any unvested options the optionee then holds, including without limitation the right to immediately terminate
without notice of any kind all of the optionee's rights he or she has in the optionee's unvested options.

Limitations on Our Right to Repurchase

In connection with any repurchase of an optionee's shares, we will only be required to pay the optionee for these shares as rapidly as permissible without
violating any of our loan covenants or other contractual restrictions applicable to and binding upon us. Any amounts not paid to an optionee on the repurchase date will bear interest at a fixed annual
rate equal to 8%. In addition, we will only be required to repurchase any shares to the extent that the repurchase does not violate any applicable laws.

Effect of an Adverse Action

Our compensation committee may immediately terminate all of an optionee's rights under the option plan and his or her options if the optionee engages in any
action the compensation committee determines to be adverse to Merrill or any of our subsidiaries, such as:



before
or within 12 months after the termination of the optionee's employment or other service with us. In addition, if an optionee take this type of action during the 12 months before
or within 12 months after his or her termination, the compensation committee may rescind any option exercises that occurred during this period and require the optionee to pay us within
10 days of receipt of notice of the rescission, the amount of any gain the optionee realized as a result of the rescinded exercise.

Effect of a DLJMB Liquidation Event

If any one of the following events occurs, an optionee's options may become immediately exercisable in full and remain exercisable for the remainder of their
terms:



58

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An
exhibit to the optionee's option agreement states whether or not the vesting of his or her option will accelerate upon the occurrence of one of these events. To the extent the acceleration of the
vesting of an option, together with any other payment the optionee has the right to receive from us would constitute a parachute payment under the Internal Revenue Code, which means the payment would
be subject to an excise tax, then the payments will be reduced so they will not be subject to any excise tax imposed by the Internal Revenue Code. The payments will not be reduced, however, if the
optionee is subject to a separate agreement with us that provides otherwise.

Transfer Restrictions

An optionee may not assign or transfer any of his or her options prior to their exercise to any person, including trusts for estate planning purposes.
Furthermore, the optionee may not subject any of his or her options to any lien during the optionee's lifetime. Once an optionee exercises his or her options, all shares of our class B common
stock issued upon exercise of these options will be subject to the transfer restrictions and other provisions set forth in the Investors' Agreement dated November 23, 1999 among Merrill and our
shareholders. Upon the exercise of an option, an optionee will automatically become a party to and be bound by all the terms and conditions of the Investors' Agreement.

Direct Investment Plan

On December 20, 1999, our board of directors and shareholders adopted the Direct Investment Plan pursuant to which we may offer our employees,
non-employee directors, consultants and independent contractors the opportunity to purchase reinvestment and coinvestment shares of our class B common stock. Our board has created a
compensation committee to, among other things, administer the Direct Investment Plan. The Direct Investment Plan will terminate on December 19, 2009, unless our board of directors decides to
terminate it earlier.

Number of Shares Reserved for Issuance

We have reserved 1,459,091 shares of our class B common stock for issuance under the Direct Investment Plan. Of the 1,459,091 shares, 227,272 shares are
designated for reinvestment shares and 1,231,819 shares are designated for coinvestment shares. As of June 30, 2000, we had sold 147,694 reinvestment shares and 1,033,528 coinvestment shares to
our employees and independent contractors of our company.

Reinvestment Shares

The reinvestment shares are the shares of class B common stock participants are permitted to purchase out of their own funds. Not all participants in
the Direct Investment Plan are given the opportunity to purchase reinvestment shares. Participants are solely responsible for paying the entire amount of the
purchase price of reinvestment shares, and unlike the coinvestment shares, we do not lend participants any funds to purchase their reinvestment shares.

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Coinvestment Shares

The coinvestment shares are the shares of class B common stock participants are permitted to purchase with our financial assistance. We loan
participants an amount up to 65% of the total purchase price of the coinvestment shares a participant elects to purchase. The participant is solely responsible for paying the remaining 35% or more
balance of the purchase price. The proceeds of the loan must be used solely to assist the participant with the purchase of his or her coinvestment shares. As a condition to us making the loan, all of
a participant's coinvestment shares must be pledged as collateral for the loan.

Assuming
we loaned the participant 65% of the total purchase price of the coinvestment shares, upon the purchase of coinvestment shares, a participant will become immediately vested
with respect to 35% of the coinvestment shares since this portion will have been fully paid by the participant. With respect to the coinvestment shares, they will vest as follows:

Vesting Date

% of Coinvestment Shares Vested
as of the Vesting Date*One year from purchase date

35% of the coinvestment sharesTwo years from purchase date

35% of the coinvestment sharesThree years from purchase date

57% of the coinvestment sharesFour years from purchase date

79% of the coinvestment sharesFive years from purchase date

100% of the coinvestment shares


---

A
participant may not sell or transfer his or her unvested coinvestment shares while they are pledged to us, except to us. Once coinvestment shares vest, the participant will be able
to transfer these shares to the extent permitted by the Direct Investment Plan and the Investors' Agreement, and the participant will receive more favorable pricing in the event we later repurchase
his or her shares.

Non-recourse Promissory Notes

Any loan we make to assist participants in purchasing coinvestment shares is evidenced by a nonrecourse promissory note. The loan accrues interest at a fixed
annual rate of 8%. While interest on the loan accrues, the participant is not required to pay any interest during the term of the note. All accrued but unpaid interest and the principal balance must
be paid on the earlier of:



60

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In
the event the repayment of a participant's note is triggered by an initial public offering of our equity securities, the participant may repay his or her note with cash, or with
the compensation committee's approval, reinvestment shares or coinvestment shares. We will pay the participant the fair market value for each reinvestment share and vested coinvestment share we
repurchase, and the compensation committee in its sole discretion will determine the purchase price for any unvested coinvestment shares repurchased. A participant may not be required to repay his or
her note at that time if the total proceeds from the purchase of the participant's shares does not exceed the outstanding principal balance on his or her note plus accrued but unpaid interest and any
resulting tax liability.

The
compensation committee may decide, however, to extend the maturity of a note. In addition, a participant may prepay his or her note at anytime.

A
participant may not at any time sell his or her unvested coinvestment shares. Although a participant may sell his or her vested coinvestment shares if permitted under the Direct
Investment Plan and the Investors' Agreement, depending upon the type of sale, the participant may be required to repay his or her note with the proceeds of the sale.

If
a participant transfers all or a portion of his or her vested coinvestment shares to a person who would be deemed a permitted transferee under the Investors' Agreement, the
permitted transferee, as a condition to the transfer of the coinvestment shares, must agree to be bound by the terms and conditions of the Direct Investment Plan and any agreement evidencing the sale
of these shares to the participant, and must also agree to take these shares subject to the terms and conditions of the note
and pledge agreement. The participant, however, must remain the primary obligor of all obligations outstanding under the note and the pledge agreement regardless of his or her transfer to a permitted
transferee.

If
a participant sells all or a portion of his or her vested coinvestment shares to someone other than a permitted transferee in accordance with the terms of the Investors' Agreement,
the participant's note will become immediately due and payable to the extent of the lesser of:



We
will have the right to set-off against any amounts we owe the participant, including without limitation, any dividends paid on the shares, amounts the participant owes
under the note. Amounts will be applied first to accrued interest on the note and then to the outstanding principal balance on the note.

Pledge of Shares

As collateral for the note, a participant must grant to us a security interest in all of the participant's coinvestment shares by executing a pledge agreement.
Any stock certificates issued for coinvestment shares are held by us as collateral for the loan until the time the loan and all accrued interest on the loan are paid in full. If the collateral for a
participant's note exceeds the outstanding balance of the loan and all accrued interest, we may, upon the participant's request and in our discretion, release some of the participant's shares.

61

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If we repurchase a participant's pledged coinvestment shares, the proceeds will be applied against the outstanding balance of the participant's loan and all accrued interest. So long
as a participant's coinvestment shares are pledged to us, they may not be subject in any manner to alienation, sale, transfer, assignment, bankruptcy, pledge, attachment, charge or encumbrance of any
kind nor in any
manner be subject to the debts or liabilities of any person, except as permitted under the Investors' Agreement.

If
the participant is unable to pay his or her note when it becomes due, we will have the right under the pledge agreement to reacquire the participant's shares. If, at any time
pursuant to the terms of the Direct Investment Plan, we repurchase a participant's pledged coinvestment shares, the proceeds of the repurchase will be applied against the outstanding balance of his or
her loan and all accrued interest before the participant receive any proceeds.

The
note is a non-recourse note, which means that if the proceeds of the repurchase do not exceed the outstanding balance of the participant's loan and all accrued
interest, we will not have the right under the terms of the note to hold the participant personally responsible for the remaining amount he or she owes under the note.

Right of Repurchase

If a participant's employment or other service with us terminates for any reason whatsoever, whether due to voluntary resignation, death, disability,
retirement, or termination by us for any reason prior to the occurrence of one of the following events, we will have the right to repurchase all or any portion of the participant's shares:



The
price we will pay for these shares depends on the reason for the participant's termination.

62

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## 

If
the participant's employment or other service with us is terminated by us for cause, which means as a result of (1) dishonesty, fraud, misrepresentation, embezzlement or
deliberate injury or attempted injury, (2) any unlawful or criminal activity of a serious nature, (3) any intentional and deliberate breach of a duty or duties that, individually or in
the aggregate, are material in relation to the participant's overall duties, (4) any material breach of any employment, service, confidentiality or non-compete agreement entered
into with us or any of our subsidiaries, or (5) an action the compensation committee determines to be adverse to us or any of our subsidiaries, we will pay for each share owned by the
participant (whether it is a reinvestment share or a coinvestment share or is vested or unvested) the lesser of:



Unless
otherwise determined by the compensation committee, if a participant's employment or other service with us terminates for any other reason whatsoever other than for cause, we
will pay the participant:



In
the event we repurchase any of the participant's coinvestment shares, the compensation committee, in its sole discretion, will on the repurchase date make an appropriate adjustment
to the purchase price paid on this date to repay any interest that has accrued on the participant's loan from the date of the termination of the participant's employment or other services with us
until the date we repurchase the participant's coinvestment shares.

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Determination of Fair Value

Since our class B common stock is not currently listed on an exchange or quoted on Nasdaq, the over-the-counter bulletin board
or other comparable service, fair market value for purposes of the Direct Investment Plan is determined by the compensation committee. This determination will be performed on an annual basis on a date
that is no more than 120 days after our fiscal year end. The compensation committee will base its determination on a specified formula or such other value as the compensation committee
determines is appropriate. The formula that the compensation committee may use in determining fair market value is as follows:



Put Right

So long as a participant's employment or other service with us terminates by reason of voluntary resignation, death, disability, retirement or terminated by us
without cause, which means other than as a result of (1) dishonesty, fraud, misrepresentation, embezzlement or deliberate injury or attempted injury, (2) any unlawful or criminal
activity of a serious nature, (3) any intentional and deliberate breach of a duty or duties that, individually or in the aggregate, are material in relation to the participant's overall duties,
(4) any material breach of any employment, service, confidentiality or non-compete agreement entered into with us or any of our subsidiaries, or (5) an action the
compensation committee determines to be adverse to us or any of our subsidiaries, the participant will have the right to "put" all or any portion of his or her reinvestment shares and vested
coinvestment shares to us and require us to repurchase these shares in the event neither we nor anyone to whom we may assign our right of repurchase decides to repurchase the participant's shares.

The
per share price at which we must purchase these shares will be equal to:



Hardship Repurchases

In the event a participant feels he or she has an immediate and heavy financial need, the participant may request that the compensation committee repurchase
his or her shares. A repurchase under these circumstances will be permitted only if the compensation committee determines in its sole discretion that the repurchase is made on account of the
participant's immediate and heavy financial need and is necessary to satisfy this financial need. A repurchase will be deemed to be made on account of an immediate and heavy financial need only if the
compensation committee determines in its sole discretion that the repurchase will be made to pay:

64

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A
hardship repurchase will be deemed to be necessary to satisfy the participant's immediate and heavy financial need only if the compensation committee determines in its sole
discretion that the aggregate purchase price we must pay is not more than the sum of the amount of the participant's immediate and heavy financial need plus the amount necessary to pay any estimated
federal, state or local taxes or penalties that the participant will incur in connection with the repurchase. The compensation committee will only be entitled to pay the participant the fair market
value for each share as determined on the most recent valuation date prior to the hardship repurchase.

Limitations on Our Right to Repurchase

In connection with any repurchase of a participant's shares, we will only be required to pay the participant for these shares as rapidly as permissible without
violating any of our loan covenants or other contractual restrictions applicable to and binding upon us. Any amounts not paid to a participant on the repurchase date will bear interest at a fixed
annual rate equal to 8%. In addition, we will only be required to repurchase any shares to the extent that the repurchase does not violate any applicable laws.

Effect of Adverse Action

If a participant engages in any adverse action before or within 12 months after the participant's employment or other service with us terminates by
reason of voluntary resignation, death, disability, retirement or is terminated by us without cause, which means other than as a result of (1) dishonesty, fraud, misrepresentation, embezzlement
or deliberate injury or attempted injury, (2) any unlawful or criminal activity of a serious nature, (3) any intentional and deliberate breach of a duty or duties that, individually or
in the aggregate, are material in relation to the participant's overall duties, (4) any material breach of any employment, service, confidentiality or non-compete agreement entered
into with us or any of our subsidiaries, or (5) an action the compensation committee determines to be adverse to us or any of our subsidiaries, we will have the right to repurchase all of the
participant's shares for the lesser of:



In
addition, if the participant received an amount in excess of this purchase price in connection with a prior repurchase by us or the sale or other transfer of these shares during
the 12 months before or 12 months after the date the participant's employment or other service with us terminates, the participant will be required to pay us in cash any of this excess
within 10 days of receipt of notice from us.

Effect of DLJMB Liquidation Event

If one of the following events occurs, all of a participant's unvested coinvestment shares will become immediately vested in full:

65

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To
the extent the acceleration of the vesting of these coinvestment shares, together with any other payment the participant has the right to receive from us would constitute a "parachute payment"
under the Internal Revenue Code, which means the payment would be subject to an excise tax, then the payments will be reduced so they will not be subject to any excise tax imposed by the Internal
Revenue Code. The payments will not be reduced, however, if the participant is subject to a separate agreement with us that provides otherwise.

Transfer Restrictions

All shares purchased under the Direct Investment Plan are subject to the transfer restrictions and other provisions of the Direct Investment Plan and the
Investors' Agreement. Under the Direct Investment
Plan, any shares pledged as collateral to secure a note may not be transferred to anyone other than a permitted transferee. In addition, a participant is prohibited from selling or transferring any of
his or her shares during the first six months after the purchase date.

In
addition to the restrictions on transferability imposed by the Direct Investment Plan, a participant that purchases reinvestment or coinvestment shares will automatically become a
party to and be bound by all the terms and conditions of the Investors' Agreement.

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SECURITY OWNERSHIP OF MANAGEMENT  AND BENEFICIAL OWNERS OF FIVE PERCENT OR MORE

The following table sets forth information with respect to the beneficial ownership of our class B common stock and preferred stock as of
June 30, 2000 by (1) any person or group who beneficially owns more than 5% of our class B common stock or preferred stock, (2) each of our executive officers named in our
"Summary Compensation" table and (3) all of our directors and executive officers as a group. Unless otherwise noted, each person possesses sole voting and investment power with respect to the
shares indicated. Shares not outstanding but deemed beneficially owned because of the right to acquire them within 60 days are considered outstanding only when determining the amount and
percent owned by each person.

|Name of Beneficial Owner                                                  |  | Number of
Shares of
Preferred
Stock (1) |  | Percentage of
Outstanding
Preferred Stock |   | Number of
Shares of
Class B
Common Stock (1) |  | Percentage of
Outstanding Class B
Common Stock |  
|------------------------------------------------------------------------- |  | --------------------------------------- |  | ----------------------------------------- | - | -------------------------------------------- |  | ---------------------------------------------- | -
|DLJ Merchant Banking funds (2)                                            |  | 337,500                                 |  | 67.5                                      | % | 3,212,852                                    |  | 59.8                                           | %
|John W. Castro                                                            |  | 0                                       |  | 0                                         |   | 909,091                                      |  | 16.9                                           | %
|Rick R. Atterbury (3)                                                     |  | 0                                       |  | 0                                         |   | 70,000                                       |  | 1.3                                            | %
|BNY Capital Corporation (4)                                               |  | 62,500                                  |  | 12.5                                      | % | 43,033                                       |  | *                                              |  
|Connecticut General Life Insurance Company (5)                            |  | 48,750                                  |  | 9.8                                       | % | 33,566                                       |  | *                                              |  
|Carlyle High Yield Partners, L.P. (6)                                     |  | 37,500                                  |  | 7.5                                       | % | 25,820                                       |  | *                                              |  
|B. Michael James (7)                                                      |  | 0                                       |  | 0                                         |   | 21,000                                       |  | *                                              |  
|Mark A. Rossi (7)                                                         |  | 0                                       |  | 0                                         |   | 27,554                                       |  | *                                              |  
|Joseph P. Pettirossi (7)                                                  |  | 0                                       |  | 0                                         |   | 20,666                                       |  | *                                              |  
|Lawrence M. Schloss (8)                                                   |  | 0                                       |  | 0                                         |   | 0                                            |  | 0                                              |  
|Matthew I. Sirovich (8)                                                   |  | 0                                       |  | 0                                         |   | 0                                            |  | 0                                              |  
|James A. Quella (8)                                                       |  | 0                                       |  | 0                                         |   | 0                                            |  | 0                                              |  
|All directors and executive officers as a group (13 persons) (3)(7)(8)(9) |  | 0                                       |  | 0                                         |   | 1,113,641                                    |  | 20.7                                           | %

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RELATED PARTY RELATIONSHIPS AND TRANSACTIONS

Investors' Agreement

On November 23, 1999, Viking Merger Sub, DLJ Merchant Banking funds, Messrs. Castro and Atterbury and the other shareholders of Merrill entered
into an Investors' Agreement which restricts transfers of the shares of our capital stock. The agreement generally permits:



The
Investors' Agreement includes a registration rights provision under which the shareholders which are a party to it may have the right to request us to register their shares under
the Securities Act.

Under
the agreement, DLJ Merchant Banking funds have the right to nominate four of the eight members of our board of directors. Three of the eight members of our board will be
nominated by Messrs. Castro and Atterbury. One member of the board will be nominated by a DLJ mezzanine fund that owns our preferred shares and warrants. The current parties to the Investors'
Agreement have agreed to vote their common shares so that the composition of our board is as set out above. The participants in our 1999 Stock Option Plan and Direct Investment Plan are subject to all
the terms of the agreement except for the voting agreement provisions.

Financial Advisory Fees and Agreements

DLJ Securities Corporation, an affiliate of DLJ Merchant Banking funds, acted as financial advisor to us and as the initial purchaser of the units we sold in
connection with our merger with Viking Merger Sub. We paid customary fees to DLJ Securities Corporation as compensation for its services as
financial advisor and initial purchaser. DLJ Capital Funding, Inc., an affiliate of DLJ Merchant Banking funds, received customary fees and reimbursement of expenses in connection with the
arrangement and syndication of the new credit facility and as a lender under the new credit facility. The aggregate amount of all fees paid to the DLJ entities in connection with the merger and the
related financings was approximately $15.8 million, plus out-of-pocket expenses.

We
have agreed to pay DLJ Securities Corporation an annual advisory fee of $300,000. We and our subsidiaries may from time to time enter into other investment banking relationships
with DLJ Securities Corporation or one of its affiliates pursuant to which DLJ Securities Corporation or its affiliates will receive customary fees and will be entitled to reimbursement for all
related reasonable disbursements and out-of-pocket expenses. We expect that any arrangement will include provisions for the indemnification of DLJ Securities Corporation
against a variety of liabilities, including liabilities under the federal securities laws.

Interest Cap Transaction

On December 22, 1999, we entered into an interest cap transaction with DLJ International Capital for $462,000. The effective date of the interest cap
transaction is March 24, 2000 and terminates December 24, 2001. The cap rate is 7.5% for up to $110.0 million of borrowings under Merrill Communications LLC's credit facility.

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Purchase of Shares from DLJMB

In connection with our employee offering of class B common stock to our employees, we purchased from DLJMB, 258,307 shares of class B common
stock for $22.00 per share, or an aggregate purchase price of approximately $5.7 million, in order to adjust the ownership percentage of DLJMB compared to our other shareholders.

Sale of Shares to Atterbury

In connection with the employee offering, we sold an aggregate of 104,000 coninvestment shares of our class B common stock to Rick Atterbury for $22.00
per share under our Direct Investment Plan. We financed 100% of the purchase price for these shares through an 8% nonrecourse promissory note secured by all of the coinvestment shares purchased by
Mr. Atterbury, plus an additional 56,000 shares of our class B common stock previously acquired by Mr. Atterbury. We refer you to the section called "Direct Investment
PlanNonrecourse Promissory Notes" for the terms and conditions of the notes. The coinvestment shares vest as follows: 35% of the coinvestment shares vest on January 28, 2003; 65%
of the coinvestment shares vest on January 28, 2004; and 100% of the coinvestment shares vest on January 28, 2005. After giving effect to this transaction and Mr. Atterbury's
retained equity interest in connection with the merger, the percentage of the total amount loaned by us to Atterbury to the total purchase price paid by Atterbury for all these shares did not exceed
65%.

Sale of Shares to Executive Officers

In May 2000, pursuant to our Direct Investment Plan, we sold an aggregate of 350,417 coinvestment shares to our executive officers at a price of
$21.00 per share, and an aggregate of 11,905 reinvestment shares to our executive officers at a price of $21.00 per share. We financed 35% of the purchase price of the coinvestment
shares through an 8% nonrecourse promissory note secured by the coinvestment shares. We refer you to the section called "Direct Investment PlanNonrecourse Promissory Notes" for the terms
and conditions of the notes. The coinvestment shares vest according to the vesting schedule set forth in the Direct Investment Plan (see "Direct Investment PlanCoinvestment Shares"). The
following table illustrates these stock issuances:

|                                                                |  | Coinvestment Shares |  | Reinvestment Shares
|--------------------------------------------------------------- |  | ------------------- |  | -------------------
|
|B. Michael James, PresidentFinancial Document Services         |  | 60,000              |  | $                  
|Mark A. Rossi, PresidentInvestment Company Services            |  | 62,400              |  |                    
|Joseph P. Pettirossi, PresidentManaged Communications Programs |  | 46,800              |  |                    
|Allen J. McNee, PresidentDocument Management Services          |  | 46,800              |  |                    
|Raymond J. Goodwin, PresidentMerrill Print Group               |  | 27,211              |  |                    
|Steven J. Machov, Vice President, General Counsel and Secretary |  | 55,206              |  |                    
|Kathleen A. Larkin, Vice PresidentHuman Resources              |  | 31,200              |  |                    
|Kay A. Barber, Former Chief Financial Officer                   |  | 20,800              |  |                    

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Executive Loan Program

Summary

In fiscal 1999, we adopted a Stock Purchase Loan Program, which enabled employees who report to our President and Chief Executive Officer to borrow money to
exercise stock options and to pay any related income and employment taxes due. We held the shares obtained upon exercise of the underlying stock options as collateral for the loan.

Each
borrowing arrangement was evidenced by a written demand promissory note executed by the executive at the time of borrowing. The total amount that any executive could borrow under
the Stock Purchase Loan Program was determined by the Compensation Committee but could not exceed:



No
loan could be made that would cause the aggregate amount outstanding under all loans to an executive to exceed 100% of the market value of all stock pledged as collateral by that
executive under the Stock Purchase Loan Program. If the market value of all shares held as collateral fell below an executive's loan balance, the executive was required to make arrangements to repay
that portion of the loan, or pledge additional shares, equal to the difference between the market value and the loan balance. The loans made to executives under the Stock Purchase Loan Program were
made on an interest-free basis.

Repayment Terms

Loans under the program were required to be repaid within five years of the grant of the loan. The term of the loan, however, could have been extended at the
discretion of the Compensation Committee. The note provided that 30% of the employee's bonus compensation received under our bonus plan, net of applicable estimated taxes and other withholdings, must
be applied to repay the
principal balance under the note. In addition, 50% of the proceeds from any sale of stock pledged under the Stock Purchase Loan Program was required to be applied to the repayment of amounts
outstanding under the Stock Purchase Loan Program. All dividends received by an executive were also required to be applied to the loan.

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Aggregate Amount Outstanding During Fiscal 2000

During fiscal year 2000, the following executive officers had loans outstanding under our Stock Purchase Loan Program as follows:

Executive Officer

Largest Aggregate
Amount Outstanding
During Fiscal 2000John W. Castro, President and Chief Executive Officer

$
367,313Rick R. Atterbury, Executive Vice President and Chief Technology Officer


0B. Michael James, PresidentFinancial Document Services


493,238Mark A. Rossi, PresidentInvestment Company Services


441,992Joseph P. Pettirossi, PresidentManaged Communications Program


0Allen J. McNee, PresidentDocument Management Services


76,165Raymond J. Goodwin, PresidentMerrill Print Group


75,142Steven J. Machov, Vice President, General Counsel and Secretary


298,156Kathleen A. Larkin, Vice PresidentHuman Resources


182,757Kay A. Barber, Former Chief Financial Officer


321,212


Upon
completion of the merger with Viking Merger Sub, all borrowings under the Stock Purchase Loan Program were paid in full.

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SELLING NOTEHOLDER

Below is information with respect to the aggregate principal amount of notes held by the selling noteholder. The notes are being registered to permit public
secondary trading of the notes, and the selling noteholder may offer the notes for resale from time to time. We refer to the information under the heading "Plan of Distribution."

We
have filed with the SEC a registration statement, of which this prospectus forms a part, with respect to the resale of the notes from time to time, under Rule 415 under the
Securities Act, in the over-the-counter market, in privately-negotiated transactions, in underwritten offerings or by a combination of these methods of sale, and have agreed to use our reasonable best
efforts to keep this registration statement effective until the later of (1) the date on which the selling noteholder is no longer deemed an affiliate of Merrill and (2) the earlier of
November 23, 2001 and the earlier date when the notes offered under this prospectus no longer remain outstanding.

The
notes offered by this prospectus may be offered from time to time by the entity named below:

|Name and Address of Selling Noteholder                                                               |  | Percentage of
Outstanding
Notes Owned Prior
to the Offering |   | Aggregate Principal Amount of
Notes Owned
Prior to the Offering |            | Percentage of Outstanding Aggregate Principal Amount of Notes Owned After the Offering
|---------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------- | - | --------------------------------------------------------------- | ---------- | --------------------------------------------------------------------------------------
|Donaldson, Lufkin and Jenrette
Securities Corporation
1 Pershing Plaza
Jersey City, New Jersey 07399 |  | 10.8                                                        | % | $                                                               | 15,157,000 |                                                                                       

---

The selling noteholder named above has not, or within the past three years had, any position, office or other material relationship with us or any of our predecessors
or affiliates, except as disclosed under the heading "Management", since some of our directors and officers are affiliated with the selling noteholder listed above and under the heading "Related Party
Relationships and Transactions", since the selling noteholder listed above and its affiliates have received financial advisory and other fees from Merrill and have entered into an investment banking
relationship with Merrill.

Because
the selling noteholder may, under this prospectus, offer all or some portion of the notes, no estimate can be given as to the aggregate principal amount of notes that will be
held by the selling noteholder upon termination of any sales. In addition, the selling noteholder identified above may have sold, transferred or otherwise disposed of all or a portion of its notes,
since the date on which it provided the information regarding its notes, in transactions exempt from the registration requirements of the Securities Act of 1933. We refer you to the information under
the heading "Plan of Distribution."

Only
the selling noteholder identified above who beneficially owns the notes set forth opposite the selling noteholder's name in the table above on the effective date of the
registration statement of which this prospectus forms a part may sell those notes under the registration statement. Prior to any use of this prospectus in connection with an offering of the notes by
any noteholder not identified above, this prospectus will be supplemented to set forth the name and aggregate principal amount of notes beneficially owned by the selling noteholder intending to sell
the notes, and the aggregate principal amount of notes to be offered. The prospectus supplement will also disclose whether any selling noteholder selling in connection with the prospectus supplement
has held any position or office with, been employed by or otherwise has had a material relationship with, us or any of our affiliates during the three years prior to the date of the prospectus
supplement if this information has not been disclosed in this prospectus.

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Donaldson,
Lufkin & Jenrette Securities Corporation, which is listed above as the selling noteholder above, has made the following representations:



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DESCRIPTION OF MERRILL COMMUNICATIONS LLC'S CREDIT FACILITY

Merrill Communications LLC's credit facility includes:



The
term loan A and the revolving credit facility matures on November 23, 2005, and the term loan B matures on November 23, 2007. This credit facility is subject to a
potential, although uncommitted, increase of up to $30.0 million at our request at any time prior to November 23, 2005. The increase is only available if one or more financial
institutions agree to finance this increase.

We
pledged all of our limited liability company interests in Merrill Communications LLC as collateral for the credit facility.

Loans
under the credit facility bear interest, at our option, at:



Merrill
Communications LLC pays commitment fees in an amount equal to 0.50% per year on the daily average unused portion of the revolving credit facility. These fees are payable
quarterly in arrears and upon the maturity or termination of the revolving credit facility. Beginning November 23, 2006, the applicable margins for revolving credit loans and term loan A and
commitment fees will be subject to possible reductions based on our leverage ratio, which measures the ratio of our consolidated total debt to our consolidated EBITDA (as defined in the credit
facility).

Merrill
Communications LLC pays a letter of credit fee on the outstanding undrawn amounts of letters of credit issued under the credit facility at a rate per year equal to, with
respect to each letter of credit, the then existing applicable LIBOR rate margin for revolving credit loans, multiplied by the stated amount of each letter of credit, which will be shared by all
lenders participating in that letter of credit on a pro rata basis, and an additional fronting fee to the issuer of each letter of credit, payable quarterly in arrears. Merrill Communications LLC also
pays customary transaction charges in connection with any letters of credit.

The
term facility is subject to the following amortization schedule:

Year

Term Loan A
Amortization

Term Loan B
Amortization1

0
%
1
%2

5

13

10

14

20

15

25

16

40

17



18



93100
%
100
%


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The credit facility is subject to mandatory prepayment:



All
mandatory prepayment amounts will be applied first pro rata to the prepayment of the term facilities to reduce the remaining amortization payments in direct order of maturity.
Merrill Communications LLC is permitted to elect, in its sole discretion, to permit lenders holding a portion of term loan B to decline to have their loan prepaid. Any lender holding a portion of term
loan B may then, in its sole discretion, waive the application of its pro rata share of any mandatory prepayment, with 50% of the waived proceeds applied to the prepayment of the term A loan, until
paid in full, and the balance retained by Merrill Communications LLC.

We
and all our direct and indirect domestic restricted subsidiaries are guarantors of Merrill Communications LLC's credit facility. Merrill Communications LLC's obligations under the
credit facility are secured by a first priority perfected lien on substantially all existing and after-acquired property of Merrill Communications LLC and the subsidiary guarantors, including
substantially all accounts receivable, inventory, equipment, intellectual property and other personal property and some of our real property interests, and a pledge of all of our limited liability
company interests in Merrill Communications LLC and of all of the stock of all Merrill Communications LLC's existing or future domestic restricted subsidiaries and no more than 65% of the voting stock
of any foreign restricted subsidiary unless there is a change in tax laws such that no adverse income tax consequences to us or Merrill Communications LLC would result from a pledge in excess of 65%.

The
credit facility contains customary covenants and restrictions on our and Merrill Communications LLC's ability to engage in specified activities, including:



The
credit facility also contains financial covenants requiring us to maintain:



Borrowings
under the credit facility are subject to significant conditions, including compliance with the financial ratios and the other covenants included in the credit facility and
the absence of any material adverse change.

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DESCRIPTION OF NOTES

General

The definitions of some of the terms used in the following summary are set forth below under "Definitions." For purposes of this summary, the term
"Merrill" refers only to Merrill Corporation and not to any of its subsidiaries.

The
notes were issued pursuant to an indenture among Merrill Corporation, the subsidiary guarantors party to the indenture and Wells Fargo Bank Minnesota, N.A., formerly known as
Norwest Bank Minnesota, N.A., as trustee. The terms of the notes include those stated in the indenture and those made part of the indenture by reference to the Trust Indenture Act of 1939.

The
following description is a summary of the material provisions of the indenture. It is not complete and is qualified in its entirety by reference to the indenture, including the
definitions in the indenture of some of the terms used below. We urge you to read the indenture because it, and not this description, defines your rights as a holder of the notes. Copies of the
indenture are available as set forth below under the heading "Where You Can Find More Information."

Brief Description of the Notes and the Subsidiary Guarantees



The notes are:





The notes are unconditionally guaranteed jointly and severally to the fullest extent permitted by law on a senior subordinated basis by our existing Wholly
Owned Restricted Subsidiaries that are domestic subsidiaries. The guarantees are:



As
of April 30, 2000, Merrill and our subsidiary guarantors had outstanding approximately $258.0 million of Senior Indebtedness and our non-guarantor
subsidiaries had $1.4 million of outstanding liabilities, including trade payables but excluding intercompany obligations. The indenture permits Merrill and its subsidiaries to incur additional
Indebtedness, including Senior Indebtedness, in

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the future. See "Risk FactorsThe notes and the guarantees are subordinated to our secured and senior indebtedness" and "CovenantsIncurrence of Indebtedness and
Issuance of Preferred Stock."

All
of our subsidiaries except Merrill Corporation Ltd., Merrill Corporation S.A.R.L., Document.com, Inc. and Cetara Corporation are Restricted Subsidiaries. As of and for the
three months ended April 30, 2000, these four subsidiaries accounted for less than 6.5% of our assets and 6.7% of our revenue. So long as we satisfy the conditions described in the definition
of "Unrestricted Subsidiary," we are permitted to designate current or future subsidiaries of ours as "Unrestricted" Subsidiaries. Unrestricted Subsidiaries are not subject to the restrictive
covenants included in the indenture and do not guarantee the notes.

Principal, Maturity and Interest



We
pay principal of, premium, if any, and interest and liquidated damages, if any, on the notes:



Until
we designate another office or agency, our office or agency in New York is the office of the trustee maintained for that purpose.

Subject
to the covenants described below, we may issue additional notes under the indenture having the same terms in all respects as the notes, or similar in all respects except for
the payment of interest on the notes (1) scheduled and paid prior to the date of issuance of those additional notes or (2) payable on the first interest payment date following that date
of issuance. The notes offered under this prospectus and any additional notes would be treated as a single class for all purposes under the indenture.

Subordination

The payment of the obligations under the notes are subordinated in right of payment, as set forth in the indenture, to the prior payment in full in cash or
cash equivalents of all Senior Indebtedness, whether outstanding on the date of the indenture or incurred after this date.

Upon
any distribution to creditors of Merrill in a liquidation or dissolution of Merrill or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to
Merrill or its property, an assignment for the benefit of creditors or any marshaling of Merrill's assets and liabilities,

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However,
holders of notes may receive and retain Permitted Junior Securities and payments made from the trust described under "Legal Defeasance and Covenant Defeasance."

Merrill
also may not make any payment upon or in respect of the obligations under the notes, except in Permitted Junior Securities or from the trust described under
"Legal Defeasance and Covenant Defeasance," until all obligations with respect to Senior Indebtedness have been paid in full in cash or cash equivalents if:



Payments
on the notes may and shall be resumed:



No
new period of payment blockage may be commenced unless and until 360 days have elapsed since the effectiveness of the immediately prior Payment Blockage Notice. No
nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice unless
that default shall have been waived or cured for a period of not less than 90 days.

"Designated Senior Indebtedness" means:



"Permitted Junior Securities" means Equity Interests in Merrill or unsecured debt securities of Merrill that are subordinated to all
Senior Indebtedness (and any debt securities issued in exchange for Senior Indebtedness) to substantially the same extent as, or to a greater extent than, the notes are subordinated to Senior
Indebtedness that have a final maturity date and a Weighted Average Life to Maturity which is at least six months greater than the final maturity of the Senior Indebtedness (and any debt securities
issued in exchange for Senior Indebtedness).

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"Senior Indebtedness" means, with respect to any person:



Notwithstanding
anything to the contrary in the foregoing, Senior Indebtedness does not include:



We
will promptly notify holders of Senior Indebtedness if payment of the notes is accelerated because of an Event of Default.

As
a result of the subordination provisions described above, in the event of a liquidation or insolvency, holders of notes may recover less ratably than creditors of Merrill who are
holders of Senior Indebtedness. See "Risk FactorsRisks relating to our indebtedness and your notesBecause the notes and subsidiary guarantees rank behind our secured and
senior indebtedness, holders of notes may receive proportionately less than holders of our secured and senior debt in a bankruptcy, liquidation, reorganization or similar proceeding."

Guarantees

Our payment obligations under the notes are unconditionally guaranteed jointly and severally to the fullest extent permitted by law by our subsidiary
guarantors. The guarantee of each guarantor is subordinated to the prior payment in full in cash or cash equivalents of all Senior Indebtedness of that guarantor, including that guarantor's borrowings
under, or guarantee of, the Credit Facility, to the same extent that the notes are subordinated to Senior Indebtedness of Merrill. The obligations of each subsidiary guarantor under its guarantee is
limited so as not to constitute a fraudulent conveyance under applicable law. See "Risk FactorsRisks relating to our indebtedness and your notesFraudulent transfer statutes
may limit your rights as a noteholder."

No
guarantor may consolidate with or merge with or into another person or entity, whether or not the guarantor is the surviving person, unless:



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In
the event of:



that
guarantor will be released and relieved of any obligations under its guarantee.

Optional Redemption

Except as provided below, the notes are not redeemable at Merrill's option prior to November 1, 2004. Thereafter, the notes are subject to redemption at
any time at the option of Merrill, in whole or in part, upon not less than 30 nor more than 60 days' notice, in cash at the redemption prices (expressed as percentages of principal amount) set
forth below, plus accrued and unpaid interest and liquidated damages, if any, on the notes to the applicable redemption date, if redeemed during the twelve-month period beginning on November 1
of the years indicated below:

Year

Percentage2004

106.0
%2005

104.0
%2006

102.0
%2007 and thereafter

100.0
%


Notwithstanding
the foregoing, on or prior to November 1, 2002, Merrill may redeem up to 35% of the aggregate principal amount of all of the notes originally issued under the
indenture in cash at a redemption price of 112.0% of the principal amount of the notes, plus accrued and unpaid interest and liquidated damages, if any, on the notes to the redemption date, with the
net cash proceeds of one or more Public Equity Offerings;providedthat:



Selection and Notice

If less than all of the notes are to be redeemed at any time, the trustee will select the notes for redemption as follows:



No
notes of $1,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each holder
of notes to be redeemed at its registered address. Notices of redemption may not be conditional.

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If any note is to be redeemed in part only, the notice of redemption that relates to that note shall state the portion of the principal amount of the note to be redeemed. A new note
in principal amount equal to the unredeemed portion of the note will be issued in the name of the holder of the note upon cancellation of the original note. Notes called for redemption become due on
the date fixed for redemption. On and after the redemption date, interest ceases to accrue on notes or portions of them called for redemption.

Mandatory Redemption

Except as set forth below under the heading "Repurchase at the Option of Holders," Merrill is not required to make mandatory redemption of, or sinking fund
payments with respect to, the notes.

Repurchase at the Option of Holders



Upon the occurrence of a Change of Control, each holder of notes has the right to require Merrill to repurchase all or any part (equal to $1,000 or an integral
multiple of $1,000) of that holder's notes pursuant to the offer described below (the "Change of Control Offer") at an offer price in cash equal to 101% of the aggregate principal amount of the note,
plus accrued and unpaid interest and liquidated damages, if any, on the note to the date of repurchase (the "Change of Control Payment"). Within 90 days following any Change of Control, Merrill
will, or will cause the trustee to, mail a notice to each holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase notes on the date specified
in that notice, which date shall be no earlier than 30 days and no later than 60 days from the date that notice is mailed (the "Change of Control Payment Date"), pursuant to the
procedures required by the indenture and described in that notice. Merrill will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934 and any other
securities laws and regulations under that statute to the extent those laws and regulations are applicable in connection with the repurchase of the notes as a result of a Change of Control. To the
extent that the provisions of any securities laws or regulations conflict with the provisions of the indenture relating to a Change of Control Offer, Merrill will comply with the applicable securities
laws and regulations and shall not be deemed to have breached its obligations described in the indenture by virtue of Merrill's compliance with these laws.

On
the Change of Control Payment Date, Merrill will, to the extent lawful:



The
Paying Agent will promptly mail to each holder of notes so tendered the Change of Control Payment for that holder's notes, and the trustee will promptly authenticate and mail or
cause to be transferred by book-entry to each holder a new note equal in principal amount to any unpurchased portion of the notes surrendered, if any; providedthat each new note will be in a principal
amount of $1,000 or an integral multiple of $1,000.

The
indenture provides that, prior to complying with the provisions of this covenant, but in any event within 90 days following a Change of Control, Merrill will either repay
all outstanding Senior Indebtedness or obtain the requisite consents, if any, under all agreements governing outstanding

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Senior Indebtedness to permit the repurchase of notes required by this covenant. The indenture requires Merrill to publicly announce the results of the Change of Control Offer on or as soon as
practicable after the Change of Control Payment Date.

The
Change of Control provisions described above will be applicable whether or not any other provisions of the indenture are applicable. Except as described above with respect to a
Change of Control, the indenture does not contain provisions that permit the holders of the notes to require that Merrill repurchase or redeem the notes in the event of a takeover, recapitalization or
similar transaction.

The
Credit Facility generally prohibits Merrill from purchasing any notes and also provides that some of the change of control events, which may include events not otherwise
constituting a Change of Control under the indenture, with respect to Merrill would constitute a default under the Credit Facility. Any future credit agreements or other agreements relating to Senior
Indebtedness to which Merrill becomes a party may contain similar restrictions and provisions. In the event a Change of Control occurs at a time when Merrill is prohibited from purchasing notes,
Merrill could seek the consent of its lenders to the purchase of notes or could attempt to refinance the borrowings that contain that prohibition. If Merrill does not obtain these consents or repay
those borrowings, Merrill will generally remain prohibited from purchasing notes. In that case, Merrill's failure to purchase tendered notes would constitute an Event of Default under the indenture,
which would, in turn, constitute a default under the Credit Facility. In those circumstances, the subordination provisions in the indenture would likely restrict payments to the holders of notes.

Merrill
will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in
compliance with the requirements set forth in the indenture applicable to a Change of Control Offer made by Merrill and purchases all notes validly tendered and not withdrawn under that Change of
Control Offer.

"Change of Control" means the occurrence of any of the following:



The
definition of Change of Control includes a phrase relating to the sale, lease, transfer, conveyance or other disposition of "all or substantially all" of the assets of Merrill and
its subsidiaries taken as a whole. Although there is a developing body of case law interpreting the phrase "substantially all," there is no precise established definition of the phrase under
applicable law. Accordingly, the ability of a holder of notes to require Merrill to repurchase notes as a result of a sale, lease, transfer,

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conveyance or other disposition of less than all of the assets of Merrill and its subsidiaries taken as a whole to another person or group may be uncertain.

"Continuing Members" means, as of any date of determination, any member of the board of directors of Merrill who:



The indenture provides that Merrill will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:



For
the purposes of this provision, each of the following shall be deemed to be cash:



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The
75% limitation referred to in clause (2) above will not apply to any Asset Sale in which the cash or cash equivalents portion of the consideration received therefrom,
determined in accordance with subclauses (i), (ii) and (iii) above, is equal to or greater than what the total after-tax proceeds of the Asset Sale would have been had that
Asset Sale complied with the 75% limitation.

Within
365 days after the receipt of any Net Proceeds from an Asset Sale, Merrill or the Restricted Subsidiary, as the case may be, shall apply the Net Proceeds, at its option
(or to the extent Merrill or Merrill Communications LLC is required to apply the Net Proceeds pursuant to the terms of the Credit Facility), to:



providedthat if Merrill shall so repay or purchase Pari Passu Indebtedness of Merrill;



Pending
the final application of any Net Proceeds, Merrill may temporarily reduce Indebtedness or otherwise invest those Net Proceeds in any manner that is not prohibited by the
indenture.

Any
Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of the second preceding paragraph will be deemed to constitute "Excess Proceeds."
When the aggregate amount of Excess Proceeds exceeds $15.0 million, Merrill will be required to make an offer to all holders of notes (an "Asset Sale Offer") to purchase the maximum principal
amount of notes that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount of these notes, plus accrued and unpaid interest and
liquidated damages, if any, on those notes to the date of purchase, in accordance with the procedures set forth in the indenture.

To
the extent that any Excess Proceeds remain after consummation of an Asset Sale Offer, Merrill may use those Excess Proceeds for any purpose not otherwise prohibited by the
indenture. If the aggregate principal amount of notes surrendered by holders of notes in connection with an Asset Sale Offer exceeds the amount of Excess Proceeds, the trustee shall select the notes
to be purchased as set forth under "Selection and Notice." Upon completion of an offer to purchase, the amount of Excess Proceeds shall be reset at zero.

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Merrill
will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations under the Exchange Act to the extent
those laws and regulations are applicable in connection with the repurchase of the notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations
conflict with the provisions of the indenture relating to an Asset Sale Offer, Merrill will comply with the applicable securities laws and regulations and shall not be deemed to have breached its
obligations described in the indenture by virtue of Merrill's compliance with these laws.

Covenants



The indenture provides that Merrill will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:



unless,
at the time of and after giving effect to that Restricted Payment:



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The
foregoing provisions will not prohibit:



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The
board of directors of Merrill may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. For purposes of making that
designation, all outstanding Investments by Merrill and its Restricted Subsidiaries (except to the extent repaid in cash) in the subsidiary so designated will be deemed to be Restricted Payments at
the time of that designation and will reduce the amount available for Restricted Payments under the first paragraph of this covenant. All of these outstanding Investments will be deemed to constitute
Restricted Investments in an amount equal to the greater of:



That
designation will only be permitted if that Restricted Investment would be permitted at that time and if that Restricted Subsidiary otherwise meets the definition of an
Unrestricted Subsidiary.

The
amount of:



The
fair market value of any non-cash Restricted Payment shall be determined by the board of directors of Merrill whose resolution with respect this matter shall be
delivered to the trustee.

Not
later than the date of making any Restricted Payment, Merrill shall deliver to the trustee an officers' certificate stating that the Restricted Payment is permitted and setting
forth the basis upon which the calculations required by the covenant "Restricted Payments" were computed.



The indenture provides that:



providedthat Merrill or any Restricted Subsidiary may incur Indebtedness, including Acquired Indebtedness, or issue shares of Disqualified Stock if the
Fixed Charge Coverage Ratio for Merrill's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which that additional
Indebtedness is incurred or that Disqualified Stock is issued would have been at least 2.0 to 1, determined on a consolidated pro forma basis, including a pro forma application of the net proceeds
therefrom, as if the additional Indebtedness had been incurred, or the Disqualified Stock had been issued, as the case may be, at the beginning of that four-quarter period.

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The provisions of the first paragraph of this covenant will not apply to the incurrence of any of the following items of Indebtedness (collectively, "Permitted Indebtedness"):



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providedthat those agreements do not increase the Indebtedness of the obligor outstanding at any time other than as a result of fluctuations in foreign
currency exchange rates, interest rates or the cost of raw materials or by reason of fees, indemnities and compensation payable under the agreements;



For
purposes of determining compliance with this covenant:



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The indenture provides that Merrill will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or
suffer to exist any Lien, other than a Permitted Lien, that
secures obligations under any Pari Passu Indebtedness or subordinated Indebtedness of Merrill on any asset or property now owned or hereafter acquired by Merrill or any of its Restricted Subsidiaries,
or any income or profits therefrom or assign or convey any right to receive income therefrom, unless the notes are equally and ratably secured with the obligations so secured until such time as those
obligations are no longer secured by a Lien;providedthat, in any case involving a Lien securing subordinated
Indebtedness of Merrill, that Lien is subordinated to the Lien securing the notes to the same extent that subordinated Indebtedness is subordinated to the notes.



The indenture provides that Merrill will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or
suffer to exist or become effective any encumbrance or restriction on the ability of any Restricted Subsidiary to:



However,
the foregoing restrictions will not apply to encumbrances or restrictions existing under or by reason of:



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The indenture provides that Merrill may not consolidate or merge with or into (whether or not Merrill is the surviving corporation), or sell, assign, transfer,
convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, another person unless:



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The
foregoing clause (4) will not prohibit the Merger or:



so
long as, in the case of clauses (a), (b) and (c), the amount of Indebtedness of Merrill and its Restricted Subsidiaries is not increased as a result of the merger.

The
indenture provides that Merrill will not lease all or substantially all of its assets to any person.



The indenture provides that Merrill will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or
otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or
guarantee with, or for the benefit of, any Affiliate of Merrill (each of the foregoing, an "Affiliate Transaction"), unless:



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Notwithstanding
the foregoing, the following items shall not be deemed to be Affiliate Transactions:





The indenture provides that Merrill will not, and will not permit any of its Restricted Subsidiaries, to enter into any sale and leaseback
transaction;providedthat Merrill or any Restricted Subsidiary may enter into a sale and leaseback transaction if:



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The indenture provides that:





The Indenture provides that, if any Wholly Owned Restricted Subsidiary of Merrill that is a domestic subsidiary guarantees any Indebtedness under the Credit
Facility, then the Restricted Subsidiary shall become a guarantor under the notes and execute a supplemental indenture and deliver an opinion of counsel, in accordance with the terms of the indenture.



The indenture provides that, whether or not required by the rules and regulations of the SEC, so long as any notes are outstanding, Merrill will furnish to the
holders of notes:



In
addition, whether or not required by the rules and regulations of the SEC, Merrill will file a copy of all the information and reports referred to in clauses (1) and
(2) above with the SEC for public availability within the time periods specified in the SEC's rules and regulations (unless the SEC will not accept such a filing) and make that information
available to securities analysts and prospective investors upon request.

In
addition, Merrill and its subsidiary guarantors have agreed that, for so long as any notes remain outstanding, they will furnish to the holders and to securities analysts and
prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

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Events of Default and Remedies

The indenture provides that each of the following constitutes an Event of Default:





If
any Event of Default (other than an Event of Default specified in clause (8) above with respect to events of bankruptcy or insolvency with respect to Merrill or any
Restricted Subsidiary that is a Significant Subsidiary) occurs and is continuing, the holders of at least 25% in principal amount of all of the notes taken together and then outstanding may direct the
trustee to declare all the notes to be due and payable immediately. Upon any declaration, the notes shall become due and payable

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immediately. However, so long as any Indebtedness permitted to be incurred pursuant to the Credit Facility shall be outstanding, that acceleration shall not be effective until the earlier of:



Notwithstanding
the foregoing, in the case of an Event of Default specified in clause (8) above with respect to events of bankruptcy or insolvency with respect to Merrill or
any Restricted Subsidiary that is a Significant Subsidiary, all outstanding notes will become due and payable without further action or notice. Holders of the notes may not enforce the indenture or
the notes except as provided in the indenture.

The
holders of a majority in aggregate principal amount of all of the notes taken together and then outstanding by written notice to the trustee may on behalf of all of the holders
rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default (except nonpayment of principal, interest or premium
or liquidated damages, if any, that has become due solely because of the acceleration) have been cured or waived,providedthat, in the event of a
declaration of acceleration of the notes because an Event of Default has occurred and is continuing as a result of the acceleration of any Indebtedness described in clause (5) above, the
declaration of acceleration of the notes shall be automatically annulled if the holders of any Indebtedness described in that clause (5) have rescinded the declaration of acceleration in
respect of that Indebtedness within 30 days of the date of that declaration and if:



Subject
to some limitations, holders of a majority in principal amount of all of the notes taken together and then outstanding may direct the trustee in its exercise of any trust or
power. The trustee may withhold from holders of the notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest)
if it determines that withholding notice is in their interest.

The
holders of a majority in aggregate principal amount of all of the notes taken together and then outstanding by notice to the trustee may on behalf of the holders of all of the
notes waive any existing Default or Event of Default and its consequences under the indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the
notes.

Merrill
is required to deliver to the trustee annually a statement regarding compliance with the indenture, and Merrill is required upon becoming aware of any Default or Event of
Default to deliver to the trustee a statement specifying that Default or Event of Default.

No Personal Liability of Directors, Officers, Employees and Shareholders

No director, officer, employee, incorporator or shareholder of Merrill or any subsidiary guarantor, as such, shall have any liability for any obligations of
Merrill or the subsidiary guarantors under the notes, the guarantees or the indenture or for any claim based on, in respect of, or by reason of, those obligations or their creation. Each holder of
notes by accepting a note waives and releases all that liability. The waiver and release are part of the consideration for issuance of the notes. That waiver may not be effective to waive liabilities
under the federal securities laws, and it is the view of the SEC that this type of waiver is against public policy.

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Legal Defeasance and Covenant Defeasance

Merrill may, at its option and at any time, elect to have all of its obligations, and all obligations of its subsidiary guarantors, discharged with respect to
the outstanding notes, guarantees and the indenture ("Legal Defeasance") except for:



In
addition, Merrill may, at its option and at any time, elect to have its obligations released with respect to some of the covenants that are described in the indenture ("Covenant
Defeasance") and thereafter any omission to comply with those obligations shall not constitute a Default or Event of Default with respect to the notes. In the event Covenant Defeasance occurs, some
events (not including non-payment with respect to the notes, bankruptcy, receivership, rehabilitation and insolvency events) described under "Events of Default and Remedies" will no longer
constitute an Event of Default with respect to the notes.

In
order to exercise either Legal Defeasance or Covenant Defeasance,





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Paying Agent and Registrar to the Notes

The trustee is initially acting as paying agent and registrar. We may change the paying agent or registrar without prior notice to the holders of the notes. We
or any of our subsidiaries may act as paying agent or registrar.

Transfer and Exchange

A holder may transfer or exchange notes in accordance with the indenture. The registrar and the trustee may require a holder, among other things, to furnish
appropriate endorsements and transfer documents and Merrill may require a holder to pay any taxes and fees required by law or permitted by the indenture. Merrill is not required to transfer or
exchange any note selected for redemption. Also, Merrill is not required to transfer or exchange any note for a period of 15 days before a selection of
notes to be redeemed. The registered holder of a note will be treated as the owner of it for all purposes.

Amendment, Supplement and Waiver

Except as provided below, the indenture, the guarantee and the notes may be amended or supplemented with the consent of the holders of at least a majority in
principal amount of the notes and old notes taken together and then outstanding, and any existing default or compliance with any provision of the indenture, the guarantee or the notes may be waived
with the consent of the holders of a majority in principal amount of the notes and old notes taken together. Consents obtained in connection with a purchase of, or tender offer or exchange offer for,
notes shall be included for those purposes.

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Without the consent of each holder affected, an amendment or waiver may not, with respect to any notes held by a non-consenting holder:



Notwithstanding
the foregoing, any:



will
require the consent of the holders of at least two-thirds in aggregate principal amount of all of the notes taken together and then outstanding if that amendment would materially
adversely affect the rights of holders of notes.

Notwithstanding
the foregoing, without the consent of any holder of notes, Merrill and the trustee may amend or supplement the indenture, the guarantees or the notes:



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Concerning the Trustee

The indenture contains limitations on the rights of the trustee, should it become a creditor of Merrill, to obtain payment of claims, or to realize on property
received in respect of any claim as security or otherwise. The trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate that
conflict within 90 days, apply to the SEC for permission to continue or resign.

The
holders of a majority in principal amount of all of the notes taken together and then outstanding will have the right to direct the time, method and place of conducting any
proceeding for exercising any remedy available to the trustee, subject to certain exceptions. The indenture provides that in case an Event of Default shall occur (which shall not be cured), the
trustee will be required, in the exercise of its power, to use the degree of care of a prudent person in the conduct of the person's own affairs. Subject to these provisions, the trustee will be under
no obligation to exercise any of its rights or powers under the indenture at the request of any holder of notes, unless that holder shall have offered to the trustee security and indemnity
satisfactory to it against any loss, liability or expense.

Book-Entry, Delivery and Form

The certificates representing the notes were issued in fully registered form, without coupons. Except as described below, the notes were deposited with, or on
behalf of, The Depository Trust Company, New York, New York ("DTC"), and registered in the name of Cede & Co. as DTC's nominee, in the form of a global note.



Under procedures established by DTC (1) upon deposit of the global note, DTC or its custodian credited on its internal system interests in the global
note to the accounts of persons who have accounts with DTC ("Participants") and (2) ownership of the global note is shown on, and the transfer of ownership of the global note is effected only
through, records maintained by DTC or its nominee, with respect to interests of Participants, and the records of Participants with respect to interests of
persons other than Participants. Ownership of beneficial interests in the global note is limited to Participants or persons who hold interests through Participants.

So
long as DTC or its nominee is the registered owner or holder of the notes, DTC or the nominee will be considered the sole owner or holder of the notes represented by the global
note for all purposes under the indenture. No beneficial owner of an interest in the global note will be able to transfer the interest except in accordance with DTC's procedures, in addition to those
provided for under the indenture with respect to the notes.

Payments
of the principal of, or premium and interest on, the global note are made to DTC or its nominee, as the case may be, as the registered owner of the global note. None of
Merrill, the trustee or any paying agent under the indenture will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership
interests in the global note or for maintaining, supervising or reviewing any records relating to the beneficial ownership interest.

We
expect that DTC or its nominee, upon receipt of any payment of the principal of, or premium and interest on, the global note, credits Participants' accounts with payments in
amounts proportionate to their respective beneficial interests in the principal amount of the global note as shown on the records of DTC or its nominee. We also expect that payments by Participants to
owners of beneficial interests in the global note held through these Participants are governed by standing instructions and customary practice as is now the case with securities held for the accounts
of customers registered in the names of nominees for these customers. These payments are the responsibility of these Participants.

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Transfers between Participants in DTC are effected in accordance with DTC rules and are settled in immediately available funds. If a holder requires physical delivery of a
certificated note for any reason, including to sell notes to persons in states which require physical delivery of the notes or to pledge these securities, the holder must transfer its interest in the
global note in accordance with the normal procedures of DTC and with the procedures set forth in the indenture.

DTC
has advised us that DTC will take any action permitted to be taken by a holder of notes, including the presentation of notes for exchange as described below, only at the direction
of one or more Participants to whose account at DTC interests in the global note are credited and only in respect of the portion of the aggregate principal amount of notes as to which the Participant
or Participants
has or have given direction. However, if there is an Event of Default under the indenture, DTC will exchange the global note for certificated notes, which it will distribute to its Participants.

DTC
has advised us as follows: DTC is a limited purpose trust company organized under the laws of the State of New York, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the Uniform Commercial Code and a "clearing agency" registered under the provisions of Section 17A of the Exchange Act. DTC was created to hold securities for
its Participants and facilitate the clearance and settlement of securities transactions between Participants through electronic book-entry changes in accounts of its Participants, and, as
a result, eliminating the need for physical movement of certificates. Participants include securities brokers and dealers, banks, trust companies and clearing corporations and other organizations.
Indirect access to the DTC system is available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant, either directly
or indirectly ("Indirect Participants").

Although
DTC has agreed to the foregoing procedures in order to facilitate transfers of interest in the global notes among Participants, it is under no obligation to perform these
procedures, and these procedures may be discontinued at any time. Neither Merrill nor the trustee has any responsibility for the performance by DTC or its Participants or Indirect Participants of
their respective obligations under the rules and procedures governing their operations.



Interests in the global note are exchangeable or transferable, as the case may be, for certificated notes if:

In
addition, beneficial interests in the global note may be exchanged for certificated notes upon request but only upon at least 20 days' prior written notice given to the
trustee by or on behalf of DTC in accordance with customary procedures. In all cases, certificated notes delivered in exchange for the global note or beneficial interest in the global note will be
registered in the names, and issued in any approved denominations, requested by or on behalf of the depositary, in accordance with its customary procedures.

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Same Day Settlement And Payment

The indenture requires that payments in respect of the notes represented by the global note, including principal, premium, if any, interest and Liquidated
Damages, if any, be made by wire transfer of immediately available next day funds to the accounts specified by the holder. With respect to certificated notes, Merrill will make all payments of
principal, premium, if any, interest and Liquidated Damages, if any, by wire transfer of immediately available funds to the accounts specified by the holders of the notes or, if no account is
specified, by mailing a check to each holder's registered address. Merrill expects that secondary trading in certificated notes will also be settled in immediately available funds.

Definitions

Set forth below are some of the defined terms used in the indenture. Reference is made to the indenture for a full disclosure of all those terms, as well as
any other terms used herein for which no definition is provided.

"Accounts Receivable Subsidiary" means an Unrestricted Subsidiary of Merrill to which Merrill or any of its Restricted Subsidiaries
sells any of its accounts receivable pursuant to a Receivables Facility.

"Acquired Indebtedness" means, with respect to any specified person,



"Affiliate" of any specified person means any other person which, directly or indirectly, controls, is controlled by or is under direct
or indirect common control with, that specified person. For purposes of this definition, "control," when used with respect to any person, means the power to direct the management and policies of that
person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms "controlling" and "controlled" have meanings correlative to the foregoing.

"Asset Sale" means:





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"Attributable Indebtedness" in respect of a sale and leaseback transaction means, at the time of determination, the present value
(discounted at the rate of interest implicit in that transaction, determined in accordance with GAAP) of the obligation of the lessee for net rental payments during the remaining term of the lease
included in that sale and leaseback transaction, including any period for which that lease has been extended or may, at the option of the lessor, be extended.

"Capital Expenditure Indebtedness" means Indebtedness or Disqualified Stock incurred by any person to finance the purchase or
construction of any property or assets acquired or constructed by that person which have a useful life or more than one year so long as:



"Capital Lease Obligation" means, at the time any determination thereof is to be made, the amount of the liability in respect of a
capital lease that would at that time be required to be capitalized on a balance sheet in accordance with GAAP.

"Consolidated Cash Flow" means, with respect to any person for any period, the Consolidated Net Income of that person and its
Restricted Subsidiaries for that period plus, to the extent deducted in computing Consolidated Net Income,



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in
each case, on a consolidated basis and determined in accordance with GAAP.

Notwithstanding
the foregoing, the provision for taxes based on the income or profits of, the Fixed Charges of, and the depreciation and amortization and other non-cash
charges of, a Restricted Subsidiary of a person shall be added to Consolidated Net Income to compute Consolidated Cash Flow only to the extent and in the same proportion that Net Income of that
Restricted Subsidiary was included in calculating the Consolidated Net Income of that person.

"Consolidated Interest Expense" means, with respect to any person for any period, the sum of, without duplication,



Notwithstanding
the foregoing, the Consolidated Interest Expense with respect to any Restricted Subsidiary that is not a Wholly Owned Restricted Subsidiary shall be included only to
the extent and in the same proportion that the net income of that Restricted Subsidiary was included in calculating Consolidated Net Income.

"Consolidated Net Income" means, with respect to any person for any period, the aggregate of the Net Income of that person and its
Restricted Subsidiaries for that period, on a consolidated basis, determined in accordance with GAAP;providedthat



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"Credit Facility" means that Credit Agreement, dated as of November 23, 1999 among Merrill Communications LLC, as borrower,
Merrill, as guarantor, various financial institutions party to that agreement, and DLJ Capital Funding, Inc., as syndication agent, including any related notes, guarantees, collateral
documents, instruments and agreements executed in connection with that agreement, and, in each case, as amended, modified, renewed, refunded, replaced or refinanced from time to time, including any
agreement:



"Default" means any event that is or with the passage of time or the giving of notice or both would be an Event of Default.

"Designated Noncash Consideration" means the fair market value of non-cash consideration received by Merrill or one of its
Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Noncash Consideration pursuant to an officers' certificate, setting forth the basis of that valuation,
executed by the principal executive officer and the principal financial officer of Merrill, less the amount of cash or cash equivalents received in connection with a sale of that Designated Noncash
Consideration.

"Disqualified Stock" means any capital stock that, by its terms (or by the terms of any security into which it is convertible, or for
which it is exchangeable), or upon the happening of any event (other than any event solely within the control of the issuer thereof), matures or is mandatorily redeemable, pursuant to a sinking fund
obligation or otherwise, is exchangeable for Indebtedness (except to the extent exchangeable at the option of that person subject to the terms of any debt instrument to which that person is a party)
or redeemable at the option of the holder thereof, in whole or in part, on or prior to the date on which the notes mature;providedthat any capital
stock that would constitute Disqualified Stock solely because the holders thereof have the right to require the issuer to repurchase that capital stock upon the occurrence of a Change of Control or an
Asset Sale shall not constitute Disqualified Stock if the terms of that capital stock provide that the issuer may not repurchase or

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redeem any capital stock pursuant to those provisions unless that repurchase or redemption complies with the covenant described under the caption "CovenantsRestricted
Payments," andprovided furtherthat, if that capital stock is issued to any plan for the benefit of employees of Merrill or its Subsidiaries or by any
plan to those employees, that capital stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by Merrill in order to satisfy applicable statutory or
regulatory obligations.

"Eligible Institution" means a commercial banking institution that has combined capital and surplus not less than $100.0 million
or its equivalent in foreign currency, whose short-term debt is rated "A-3" or higher according to Standard & Poor's Ratings Group or "P-2" or higher
according to Moody's Investor Services, Inc. or carrying an equivalent rating by a nationally recognized rating agency if both of the two named rating agencies cease publishing ratings of
investments.

"Equity Interests" means capital stock and all warrants, options or other rights to acquire capital stock (but excluding any debt
security that is convertible into, or exchangeable for, capital stock).

"Existing Indebtedness" means Indebtedness or Disqualified Stock of Merrill and its Restricted Subsidiaries (other than Indebtedness
under the Credit Facility) in existence on the date of the indenture, until those amounts are repaid.

"Fixed Charges" means, with respect to any person for any period, the sum, without duplication, of,



in
each case, on a consolidated basis and in accordance with GAAP.

"Fixed Charge Coverage Ratio" means, with respect to any person for any period, the ratio of the Consolidated Cash Flow of that person
for that period (exclusive of amounts attributable to discontinued operations, as determined in accordance with GAAP, or operations and businesses disposed of prior to the Calculation Date (as
defined)) to the Fixed Charges of that person for that period (exclusive of amounts attributable to discontinued operations, as determined in accordance with GAAP, or operations and businesses
disposed of prior to the Calculation Date).

In
the event that the referent person or any of its subsidiaries incurs, assumes, guarantees or redeems any Indebtedness (other than revolving credit borrowings) or issues or redeems
preferred stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but prior to the date on which the event for which the calculation of the
Fixed Charge Coverage Ratio is made (the "Calculation Date"), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to that incurrence, assumption, guarantee or redemption
of Indebtedness, or that issuance or redemption of preferred stock and the use of the proceeds therefrom, as if the same had occurred at the beginning of the applicable four-quarter
reference period.

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In
addition, for purposes of making the computation referred to above, the Merger and acquisitions that have been made by Merrill or any of its subsidiaries, including all mergers or
consolidations and any related financing transactions, during the four-quarter reference period or subsequent to that reference period and on or prior to the Calculation Date shall be
deemed to have occurred on the first day of the four-quarter reference period and Consolidated Cash Flow for that reference period shall be calculated to include the Consolidated Cash Flow
of the acquired entities on a pro forma basis after giving effect to cost savings reasonably expected to be realized in connection with that acquisition, as determined in good faith by an officer of
Merrill (regardless of whether those cost savings could then be reflected in pro forma financial statements under GAAP, Regulation S-X promulgated by the SEC or any other regulation
or policy of the SEC) and without giving effect to clause (3) of the proviso set forth in the definition of Consolidated Net Income.

"Foreign Credit Facilities" means any Indebtedness of a Restricted Subsidiary organized or having its principal place of business
outside the United States.

"GAAP" means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board
of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been
approved by a significant segment of the accounting profession, which are in effect on the date of the indenture.

"guarantee" means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business),
direct or indirect, in any manner (including, without limitation, letters of credit or reimbursement agreements in respect thereof), of all or any part of any Indebtedness.

"guarantors" means (i) each Wholly Owned Restricted Subsidiary of Merrill on the date of the Indenture that is a domestic
subsidiary and (ii) any other subsidiary of Merrill that executes a guarantee of the notes in accordance with the provisions of the indenture.

"Hedging Obligations" means, with respect to any person, the obligations of that person under (a) interest rate swap agreements,
interest rate cap agreements and interest rate collar agreements (b) forward foreign exchange contracts or currency swap agreements, (c) other agreements or arrangements designed to
protect that person against fluctuations in interest rates or currency values
and (d) agreements designed to protect that person against fluctuations in raw material prices, including paper.

"Indebtedness" means, with respect to any person, any indebtedness of that person in respect of borrowed money or evidenced by bonds,
notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof) or banker's acceptances or representing Capital Lease Obligations or the balance deferred
and unpaid of the purchase price of any property or representing any Hedging Obligations, except any balance that constitutes an accrued expense, trade payable or customer contract advances, if and to
the extent any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of that person prepared in accordance with GAAP, as
well as all Indebtedness of others secured by a Lien on any asset of that person (whether or not that Indebtedness is assumed by that person) and, to the extent not otherwise included, the guarantee
by that person of any Indebtedness of any other person,providedthat Indebtedness shall not include the pledge by Merrill of the capital stock of an
Unrestricted Subsidiary of Merrill to secure Non-Recourse Debt of that Unrestricted Subsidiary.

The
amount of any Indebtedness outstanding as of any date shall be:



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"Investments" means, with respect to any person, all investments by that person in other persons, including Affiliates, in the forms of
direct or indirect loans (including guarantees by the referent person of, and Liens on any assets of the referent person securing, Indebtedness or other obligations of other persons), advances or
capital contributions (excluding (i) commission, travel and similar advances to officers and employees made in the ordinary course of business and (ii) extensions of trade credit on
commercially reasonable terms in accordance with normal trade practices), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all
items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP,providedthat an investment by Merrill for
consideration consisting of common equity securities of Merrill shall not be deemed to be an Investment other than for purposes of clause (3) of the definition of "Qualified Proceeds."

If
Merrill or any Restricted Subsidiary of Merrill sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary of Merrill such that, after
giving effect to any sale or disposition, that person is no longer a subsidiary of Merrill, Merrill shall be deemed to have made an Investment on the date of any sale or disposition equal to the fair
market value of the Equity Interests of that Restricted Subsidiary not sold or disposed of in an amount determined as provided in the final three paragraphs of the covenant described under the caption
"Restricted Payments."

"Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of
that asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option
or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

"Management Loans" means one or more loans by Merrill to employees, independent contractors and/or directors of Merrill and any of its
Restricted Subsidiaries to finance the purchase by these employees, independent contractors and directors of common stock of Merrill.

"Merger" means the merger of Merrill with Viking Merger Sub, Inc., pursuant to the terms of the Merger Agreement.

"Merger Agreement" means that Merger Agreement dated as of July 14, 1999 between Merrill and Viking Merger Sub, Inc., a
company controlled by DLJ Merchant Banking Partners II, L.P. and its affiliates, as amended.

"Merger Financing" means;



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in
each case, to fund the Merger and related transactions, including without limitation, the payment of fees and expenses and the refinancing of outstanding indebtedness of Merrill and its
subsidiaries.

"Net Income" means, with respect to any person, the net income (loss) of that person, determined in accordance with GAAP and before any
reduction in respect of preferred stock dividends, excluding, however:



"Net Proceeds" means the aggregate cash proceeds received by Merrill or any of its Restricted Subsidiaries in respect of any Asset Sale
(including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of, without duplication,



"Non-Recourse Debt" means Indebtedness,



providedthat in no event shall Indebtedness of any Unrestricted Subsidiary fail to be Non-Recourse Debt solely as a result of any default
provisions contained in a guarantee thereof by Merrill or any of its Restricted Subsidiaries if Merrill or that Restricted Subsidiary was otherwise permitted to incur that guarantee pursuant to the
indenture.

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"Offering" means the offering of the units by Merrill in November 1999.

"Pari Passu Indebtedness" means Indebtedness of Merrill that rankspari passuin right
of payment to the notes.

"Permitted Business" means any person engaged directly or indirectly in the communications and document services business or any
business reasonably related, incidental or ancillary to that business.

"Permitted Investments" means:



"Permitted Liens" means:



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"Permitted Refinancing Indebtedness" means any Indebtedness or Disqualified Stock of Merrill or any of its Restricted Subsidiaries
issued within 60 days after repayment of, in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund other Indebtedness or Disqualified Stock
of Merrill or any of its Restricted Subsidiaries;providedthat:



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"Principals" means the DLJ Merchant Banking funds, John Castro and Rick Atterbury.

"Public Equity Offering" means



that
is registered pursuant to the Securities Act, other than issuances registered on Form S-8 and issuances registered on Form S-4, excluding issuances of common
stock pursuant to employee benefit plans of Merrill or otherwise as compensation to employees of Merrill.

"Qualified Proceeds" means any of the following or any combination of the following:



"Receivables Facility" means one or more receivables financing facilities, as amended from time to time, pursuant to which Merrill or
any of its Restricted Subsidiaries sells its accounts receivable to an Accounts Receivable Subsidiary.

"Receivables Fees" means distributions or payments made directly or by means of discounts with respect to any participation interests
issued or sold in connection with, and other fees paid to a person that is not a Restricted Subsidiary in connection with, any Receivables Facility.

"Related Party" means, with respect to any Principal,



"Restricted Investment" means an Investment other than a Permitted Investment.

"Restricted Subsidiary" of a person means any subsidiary of the referent person that is not an Unrestricted Subsidiary.

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"Significant Subsidiary" means any subsidiary that would be a "significant subsidiary" as defined in Article 1,
Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as in effect on the date of this prospectus.

"Spot Rate" means, for any currency, the spot rate at which that currency is offered for sale against United States dollars as
determined by reference to the New York foreign exchange selling rates, as published in The Wall Street Journal on that date of determination for the immediately preceding business day or, if that
rate is not available, as determined in any publicly available source of similar market data.

"Stated Maturity" means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which that
payment of interest or principal was scheduled to be paid in the original documentation governing that Indebtedness, and shall not include any contingent obligations to repay, redeem or repurchase any
that interest or principal prior to the date originally scheduled for the payment thereof.

"Total Assets" means the total consolidated assets of Merrill and its Restricted Subsidiaries, as shown on the most recent balance
sheet (excluding the footnotes to the balance sheet) of Merrill.

"Unrestricted Subsidiary" means any subsidiary that is designated by the board of directors as an Unrestricted Subsidiary pursuant to a
board resolution, but only to the extent that subsidiary:



Any
such designation by the board of directors shall be evidenced to the trustee by filing with the trustee a certified copy of the board resolution giving effect to that designation
and an officers' certificate certifying that designation complied with the foregoing conditions and was permitted by the covenant described under the caption entitled
"CovenantsRestricted Payments." If, at any time, any Unrestricted Subsidiary would fail to meet the foregoing requirements as a Unrestricted Subsidiary, it shall then cease
to be an Unrestricted Subsidiary for purposes of the indenture and any Indebtedness of that Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of Merrill as of that date (and, if
that Indebtedness is not permitted to be incurred as of that date under the covenant described
under the caption entitled "CovenantsIncurrence of Indebtedness and Issuance of Preferred Stock," Merrill shall be in default of that covenant).

The
board of directors of Merrill may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary;providedthat
the designation shall be deemed to be an incurrence of

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Indebtedness by a Restricted Subsidiary of Merrill of any outstanding Indebtedness of that Unrestricted Subsidiary and that designation shall only be permitted if:



"Weighted Average Life to Maturity" means, when applied to any Indebtedness or Disqualified Stock at any date, the number of years
obtained by dividing:



"Wholly Owned Restricted Subsidiary" of any person means a Restricted Subsidiary of that person all the outstanding Equity Interests or
other ownership interests of which (other than directors' qualifying shares) shall at the time be owned by that person or by one or more Wholly Owned Restricted Subsidiaries of that person or by that
person and one or more Wholly Owned Restricted Subsidiaries of that person.

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MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following describes the material United States federal income tax consequences of the ownership and disposition of the notes. This discussion is based on
the Internal Revenue Code of 1986, as amended to the date of this prospectus, administrative pronouncements, judicial decisions and existing and proposed Treasury Regulations, and interpretations of
each of these authorities changes to any of which subsequent to the date of this prospectus may affect the tax consequences described in this prospectus possibly with retroactive effect.

The
following only discusses tax consequences with respect to notes that are held as capital assets within the meaning of Section 1221 of the Internal Revenue Code. It does not
discuss all of the tax consequences that may be relevant to a noteholder in light of the noteholder's particular circumstances or to noteholders subject to special rules, such as some financial
institutions, tax-exempt entities, insurance companies, dealers and traders in securities or currencies and noteholders who hold the notes as part of a hedging transaction, "straddle," conversion
transaction or other integrated transaction, or persons who have ceased to be United States citizens or to be taxed as resident aliens.

Persons
considering the purchase of notes should consult their tax advisors with regard to the application of the United States federal income tax laws to their particular situations
as well as any tax consequences arising under the laws of any state, local or foreign taxing jurisdiction.

Original Noteholders

Noteholders who have held their notes since their original issuance will remain subject to the "original issue discount" (OID) provisions of the Internal
Revenue Code, discussed below. The registration of the old notes pursuant to the registration statement of which this prospectus is a part will not be considered a material modification to the old
notes and will not result in a deemed exchange of the old notes for federal income tax purposes. Accordingly, the tax consequences to noteholders who have held the old notes since their original
issuance on November 23, 1999 will remain the same as that set forth in the offering memorandum dated November 18, 1999 pursuant to which the old notes were issued (the "offering memorandum").

For
U.S. federal income tax purposes, as set forth in the offering memorandum, the excess of the stated redemption price at maturity of each note over its issue price constituted OID.
The stated redemption price at maturity of a note is the sum of all payments required under the note other than payments of "qualified stated interest." "Qualified stated interest" is stated interest
unconditionally payable as a series of payments in cash or property (other than debt instruments of Merrill) at least annually during the entire term of the note and is equal to the outstanding
principal balance of the note multiplied by a single fixed rate of interest.

Noteholders
are required to include any qualified stated interest payments in income in accordance with the noteholder's method of accounting for U.S. federal income tax purposes.
Noteholders are also required to include OID in income as it accrues, in accordance with a constant yield method based on a compounding of interest, before receipt of the cash attributable to this
income, regardless of the noteholder's regular method of accounting for U.S. federal income tax purposes. Under these rules, noteholders will include in gross income increasingly greater amounts of
OID in each successive accrual period. Merrill does not intend to treat the possibility of an optional redemption or repurchase of the notes as giving rise to any additional accrual of OID or
recognition of ordinary income upon redemption, sale or exchange of a note.

Upon
the sale, exchange or retirement of a note, a noteholder will recognize taxable gain or loss equal to the difference between the amount realized on the sale, exchange or
retirement and the noteholder's adjusted tax basis in the note. The amount realized excludes amounts attributable to unpaid qualified stated interest accrued between interest payment dates and not
previously included in

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income, which will be includible in income as interest in accordance with the noteholder's method of accounting. A noteholder's adjusted tax basis in a note will generally equal the issue price of the
note (as described in the offering memorandum with respect to the allocation of a unit's issue price between the related note and warrant) increased by the amount of any OID previously included in
income by the noteholder with respect to the note. Gain or loss realized on the sale, exchange or retirement of a note will be capital gain or loss and will be long-term capital gain or loss if at the
time of sale, exchange or retirement the note has been held for more than one year.

Subsequent Purchasers Of Notes

A person who acquired an old note from a noteholder after original issuance of the note, or a person who acquires a note after the effective date of the
registration statement of which this prospectus is a part, will be subject to special rules in addition to the OID rules discussed above.

If
an investor acquires a note in a secondary market transaction for a purchase price which is less than the principal amount or other stated redemption price at maturity of the note,
the difference is referred to for tax purposes as "market discount." For notes that have OID, the stated redemption price at maturity is treated as equal to the note's "revised issue price"
(i.e., the sum of its original issue price plus the aggregate amount of OID includible in the gross income of all holders for periods before the
acquisition of the note). Similarly to OID, and except for certainde minimissituations, an investor must accrue a portion of the market discount each
year. The amount of market discount which accrues annually will be calculated on a straight-line basis over the remaining term to maturity of the note unless the investor elects to accrue market
discount using the constant yield method (i.e., the OID method). Unlike OID, however, an investor is not required to include accrued market discount in
ordinary income each year. Rather, the aggregate amount of accrued market discount is included in income when an investor sells or otherwise disposes of the note or principal amounts are received. At
that time, the portion of the amount realized by an investor on the sale or other disposition of the note equal to accrued market discount is taxed as ordinary income (maximum tax rate of 39.6% for
individuals) rather than long-term capital gain (maximum tax rate of 20% for individuals).

If
an investor would prefer to be taxed on the annual accrual of market discount each year rather than being taxed on the aggregate amount of all accrued market discount when the note
is sold or otherwise disposed of, the investor can file an election to do so. The adjusted basis of a note subject to the election will be increased to reflect market discount included in gross
income, thereby reducing gain or increasing any loss on a sale or other taxable disposition of the note. Such an election would apply to all of the investor's debt investments acquired in or after the
taxable year in which the notes are acquired and not just to the notes. Limitations imposed by the federal tax law which are intended to match deductions with the taxation of income may defer
deductions for interest expenses incurred to purchase or carry a note with market discount. A noteholder who elects to include market discount in gross income as it accrues is exempt from this rule.

Whenever
an investor accrues and includes in income an amount of OID or market discount, the investor's adjusted basis in the corresponding note is increased by that same amount. As a
result, the investor will recognize a lower capital gain or greater capital loss on the sale or other disposition of the note.

If
an investor purchases in a secondary market transaction a note which was originally issued with OID for an amount which is less than the sum of all amounts payable on the note
after the purchase date other than payments of qualified stated interest but which is in excess of its adjusted issue price (i.e., the original issue
price plus any accrued OID), the excess is referred to for tax purposes as "acquisition premium." Such an investor will be permitted to reduce the daily portions of OID the investor would otherwise
include in income by an amount corresponding to the ratio of (i) the excess of the investor's purchase price for the note over the adjusted issue price of the note as of the

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purchase date to (ii) the excess of all amounts payable on the note after the purchase date, other than payments of qualified stated interest, over the note's adjusted issued price.

An
investor may elect to include in gross income all interest that accrues on a note using the constant-yield method described above, with modifications described below. For purposes
of this election, interest includes qualified stated interest, OID,de minimisOID, market discount,de
minimismarket discount and unstated interest, as adjusted by any acquisition premium.

In
applying the constant-yield method to a note with respect to which this election has been made, the issue price of the note will equal the electing investor's adjusted basis in the
note immediately after its acquisition, the issue date of the note will be the date of its acquisition by the electing investor, and no payments on the note will be treated as payments of qualified
stated interest. This election, if made, may not be revoked without the consent of the Internal Revenue Service. Investors should consult with their own tax advisors as to the effect in their
circumstances of making this election.

Backup Withholding and Information Reporting

Backup withholding of U.S. federal income tax at a rate of 31% may apply to payments made in respect of a note (including OID) and payments of the proceeds
from the sale of a note to a noteholder who is not an exempt recipient. Generally, individuals are not exempt recipients, whereas corporations and some other entities are exempt recipients. Backup
withholding will apply only if the holder:



Holders
should consult their tax advisors regarding their qualification for exemption from backup withholding and the procedure for obtaining an exemption if applicable. The amount of
any backup withholding from a payment to a holder is not an additional tax and is allowable as a credit against the holder's United States federal income tax liability and may entitle the holder to a
refund, provided that the required information is furnished to the Internal Revenue Service.

119

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PLAN OF DISTRIBUTION

The notes offered under this prospectus may be sold by the selling noteholder from time to time in:



The
selling noteholder may sell the notes at:



The
noteholder may effect these transactions by selling the notes to or through broker-dealers, and these broker-dealers may receive compensation in the form of discounts, concessions
or commissions from the noteholder and/or the purchasers of the notes for whom the broker-dealers may act as agents or to whom they sell as principals, or both. The compensation paid to a particular
broker-dealer might be in excess of customary commissions.

In
order to comply with the securities laws of particular states, if applicable, the notes will be sold in the jurisdictions only through registered or licensed brokers or dealers. In
addition, in particular states, the notes may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification
requirement is available and is complied with.

The
selling noteholder and any broker-dealers or agents that participate with the noteholder in the distribution of the notes may be deemed to be "underwriters" within the meaning of
the Securities Act of 1933, and any commissions received by them and any profit on the resale of the notes purchased by them may be deemed to be underwriting commissions or discounts under the
Securities Act of 1933.

The
selling noteholder will be subject to applicable provisions of the Securities Exchange Act of 1934 and the rules and regulations under that statute, which provisions may limit the
timing of purchases and sales of the notes shares by the noteholder.

We
will pay for all costs of the registration of the notes, including, without limitation, SEC filing fees and expenses of compliance with state securities or "blue sky" laws; except
that, the selling noteholder will pay all underwriting discounts and selling commissions, if any. We have agreed to indemnify the selling noteholder against particular civil liabilities, including
some liabilities under the Securities Act of 1933, or we will compensate it for some of these liabilities incurred in connection the registration.

DLJMB,
an affiliate of Donaldson, Lufkin & Jenrette Securities Corporation ("DLJSC"), and some of its affiliates beneficially own approximately 59.8% of the class B
common stock of Merrill. Lawrence M. Schloss, Matthew I. Sirovich and James A. Quella, each of which is a principal of DLJMB, are members of the board of directors of Merrill. DLJSC acted as
financial advisor to us and as the initial purchaser of the units we sold in connection with our merger with Viking Merger Sub. We paid customary fees to DLJSC as compensation for its services as
financial advisor and initial purchaser. DLJ Capital Funding, Inc., an affiliate of DLJ Merchant Banking funds, received customary fees and reimbursement of expenses in connection with the
arrangement and syndication of Merrill

120

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Communications LLC's credit facility and as a lender under that credit facility. The aggregate amount of all fees paid to the DLJ entities in connection with the merger and the related financings was
approximately $15.8 million, plus out-of-pocket expenses.

Merrill
has agreed to engage DLJSC as its exclusive financial and investment banking advisor for a period of five years beginning November 23, 1999. We have agreed to pay DLJSC
an annual advisory fee of $300,000. We and our subsidiaries may from time to time enter into other investment banking relationships with DLJSC or one of its affiliates pursuant to which DLJSC or its
affiliates will receive customary fees and will be entitled to reimbursement for all related reasonable disbursements and out-of-pocket expenses. We expect that any arrangement
will include provisions for the indemnification of DLJSC against a variety of liabilities, including liabilities under the federal securities laws. See "Related Party Relationships and Transactions."

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the Securities and Exchange Commission a registration statement on Form S-1 under the Securities Act of 1933, and the rules and
regulations promulgated under the Securities Act, with respect to the notes. This prospectus, which constitutes part of the registration statement, does not contain all of the information set forth in
the registration statement and the attached exhibits and schedules. For additional information regarding our company and the notes, we refer you to the registration statement on Form S-1. The
statements contained in this prospectus as to the contents of any contract, agreement or other document that is filed as an exhibit to the registration statement are not necessarily complete.
Accordingly, each of these statement is qualified in all respects by reference to the full text of the contract, agreement or document filed as an exhibit to the registration statement or otherwise
filed with the SEC.

You
may read and copy any of the information we file with the SEC, including the registration statement and exhibits to the registration statement, at the following SEC public
reference rooms:

|Judiciary Plaza        |  | Citicorp Center         |  | 7 World Trade Center    
|---------------------- |  | ----------------------- |  | ------------------------
|450 Fifth Street, N.W. |  | 500 West Madison Street |  | Suite 1300              
|Washington, D.C. 20549 |  | Chicago, Illinois 60621 |  | New York, New York 10048

You
may obtain information regarding the operation of the SEC's public reference rooms by calling the SEC at 1-800-SEC-0330. In addition, our SEC filings made electronically through
the SEC's EDGAR system are available to the public at the SEC's web site athttp://www.sec.gov. The Securities Act file number for our SEC filings is
333-41080.

We
are required to file annual, quarterly and special reports and other documents with the SEC under the Securities Act. Our obligation to file periodic reports with the SEC will be
suspended if the securities covered by this registration statement are held of record by fewer than 300 holders as of the beginning of our fiscal year other than the fiscal year in which the
registration statement of which this prospectus is a part is declared effective. However, to the extent permitted, the indenture governing the
notes requires us to file with the SEC financial and other information for public availability. In addition, the indenture governing the notes requires us to deliver to you upon your request copies of
all reports that we file with the SEC without any cost to you. We will also furnish other reports as we may determine or as the law requires.

Whether
or not required by the SEC, so long as any notes are outstanding, we will file with the SEC for public availability (unless the SEC will not accept such a filing), within the
time periods specified in the SEC's rules and regulations:



121

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In
addition, we will make this information available to security analysts and prospective investors upon request. For so long as any notes are outstanding, we will also furnish to the
holders of the notes and to security analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act during
any period in which we or our subsidiary guarantors are not subject to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Anyone
who receives this prospectus may obtain a copy of the indenture without charge by writing to Merrill Corporation, One Merrill Circle, St. Paul, Minnesota 55108; Attention:
General Counsel.

LEGAL MATTERS

The validity of the notes offered under this prospectus was passed upon for us by Oppenheimer Wolff & Donnelly LLP, Minneapolis, Minnesota and Karr Tuttle
Campbell, a Professional Service Corporation, Seattle, Washington. A copy of the legal opinions rendered by Oppenheimer Wolff & Donnelly LLP and Karr Tuttle Campbell, a Professional Service
Corporation were filed as exhibits to the registration statement containing this prospectus.

EXPERTS

The consolidated financial statements as of January 31, 1999 and 2000 and for each of the three years in the period ended January 31, 2000,
included in this prospectus, have been so included in reliance on the report of PricewaterhouseCoopers LLP, independent accountants given on the authority of said firm as experts in auditing and
accounting.

122

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## 

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 15. Recent Sales of Unregistered Securities.

Since January 1, 1997, we have issued and sold the following securities without registration under the Securities Act of 1933:

On
November 23, 1999, we sold 140,000 units consisting of 12% senior subordinated notes due 2009 and warrants to purchase 172,182 shares of our class B common stock for
an aggregate principal amount of $140,000,000 to Donaldson, Lufkin & Jenrette Securities Corporation in a private placement in reliance on Section 4(2) under the Securities Act, at an offering
of $1,000 per unit. On the same day, we sold an aggregate of 500,000 shares of 14.5% senior preferred stock due 2011 along with other warrants to purchase an aggregate of 344,263 shares of our
class B common stock to DLJ Merchant Banking Partners II, L.P. and other investors for $40.0 million and an aggregate of 3,212,852 shares of our class B common stock for
$70.7 million to DLJ Merchant Banking Partners II, L.P. and some of its affiliates, each in a private placement in reliance on Section 4(2) of the Securities Act of 1933.

On
January 28, 2000, we granted options to purchase an aggregate of 406,230 shares of our class B common stock to some of our employees and independent contractors in
reliance on Rule 701 and Section 4(2) of the Securities Act.

From
February 1, 2000 through April 30, 2000, we granted options to purchase an aggregate of 17,760 shares of our class B common stock at an exercise price of $22.00 per share, to
some of our employees and independent contractors in reliance on Rule 701 and Section 4(2) of the Securities Act.

From
February 1, 2000 through April 30, 2000, we sold an aggregate of 614,928 coinvestment and 128,514 reinvestment shares of our class B common stock pursuant to our Direct
Investment Plan, at a price of $22.00 per share, for $7.7 million in cash and $8.8 million of 8% note receivables. With respect to the coinvestment shares, the $22.00 per share purchase
price was paid with both cash and promissory notes. Of the $22.00 per share purchase price, $14.30 was paid in the form of a promissory note in the principal amount of $14.30 per coinvestment share
purchased made payable to Merrill from the purchaser and $7.70 was paid in cash. These shares were sold to some of our employees and independent contractors in reliance on Rule 701 and
Section 4(2) of the Securities Act.

In
May 2000, 350,417 coinvestment and 11,905 reinvestment shares of our class B common stock were issued to officers of our company at a price of $21.00 per share for
$2.8 million in cash and $4.8 million of 8% note receivables. Also in May 2000, 69,508 coinvestment and 7,275 reinvestment shares of our class B common stock were issued to employees and
consultants of our company at a price of $22.00 per share for $0.7 million in cash and $1.0 million of 8% note receivables. In addition, options to purchase an aggregate of 146,425
shares of class B common stock at an exercise price of $22.00 per share were issued. With respect to the coinvestment shares sold for $22.00 per share, the $22.00 per share purchase price was paid
with both cash and promissory notes. Of the $22.00 per share purchase price, $14.30 was paid in the form of a promissory note in the principal amount of $14.30 per coinvestment share purchased made
payable to Merrill from the purchaser and $7.70 was paid in cash. With respect to the coinvestment shares sold for $21.00 per share, the $21.00 per share purchase price was paid with both cash and
promissory notes. Of the $21.00 per share purchase price, $13.65 was paid in the form of a promissory note in the principal amount of $13.65 per coinvestment share purchased made payable to Merrill
from the purchaser and $7.35 was paid in cash. These shares were sold and options issued to some of our officers and other employees in reliance on Rule 701 and Section 4(2) of the
Securities Act.

II-1

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Item 16. Exhibits and Financial Statements Schedules.

a.  Exhibits.

|Exhibit No. |  | Description                                                                                                                                              
|----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1*        |  | Agreement and Plan of Merger dated as of July 14, 1999 between Merrill and Viking Merger Sub, Inc., as amended.                                          
|3.1*        |  | Articles of Incorporation of Merrill Corporation, as amended.                                                                                            
|3.2*        |  | Amendment to Articles of Incorporation of Merrill Corporation as of June 20, 1986 and March 27, 1987.                                                    
|3.3*        |  | Amendment to Articles of Incorporation of Merrill Corporation as of November 22, 1999.                                                                   
|3.4*        |  | Restated Bylaws of Merrill Corporation, as amended.                                                                                                      
|3.5*        |  | Certificate of Formation of Merrill Communications LLC.                                                                                                  
|3.6*        |  | Articles of Incorporation of Merrill Real Estate Company.                                                                                                
|3.7*        |  | Articles of Incorporation of Merrill/Magnus Publishing Corporation, as amended.                                                                          
|3.8*        |  | Articles of Incorporation of Merrill/New York Company, as amended.                                                                                       
|3.9*        |  | Articles of Incorporation of Merrill/May, Inc., as amended.                                                                                              
|3.10*       |  | Articles of Incorporation of Merrill/Alternatives, Inc., as amended.                                                                                     
|3.11*       |  | Articles of Incorporation of Merrill International Inc.                                                                                                  
|3.12*       |  | Articles of Incorporation of FMC Resource Management Corporation, as amended.                                                                            
|3.13*       |  | Articles of Incorporation of Merrill Training & Technology, Inc., as amended.                                                                            
|3.14*       |  | Articles of Incorporation of Merrill/Global Inc.                                                                                                         
|3.15*       |  | Articles of Incorporation of Merrill/Executech, Inc., as amended.                                                                                        
|3.16*       |  | Amended and Restated Limited Liability Company Agreement of Merrill Communications LLC.                                                                  
|3.17*       |  | Bylaws of Merrill Real Estate Company.                                                                                                                   
|3.18*       |  | Bylaws of Merrill/Magnus Publishing Corporation.                                                                                                         
|3.19*       |  | Bylaws of Merrill/New York Company.                                                                                                                      
|3.20*       |  | Bylaws of Merrill/May, Inc.                                                                                                                              
|3.21*       |  | Bylaws of Merrill/Alternatives, Inc.                                                                                                                     
|3.22*       |  | Bylaws of Merrill/International Inc.                                                                                                                     
|3.23*       |  | Amended and Restated Bylaws of FMC Resource Management Corporation.                                                                                      
|3.24*       |  | Bylaws of Merrill Training & Technology, Inc.                                                                                                            
|3.25*       |  | Bylaws of Merrill/Global Inc.                                                                                                                            
|3.26*       |  | Bylaws of Merrill/Executech, Inc.                                                                                                                        
|4.1*        |  | Indenture dated as of November 23, 1999 among Merrill, the Guarantors and Norwest Bank Minnesota, N.A., as Trustee.                                      
|4.2*        |  | A/B Exchange Registration Rights Agreement dated November 23, 1999 among Merrill, the Guarantors and Donaldson, Lufkin & Jenrette Securities Corporation.
|4.3*        |  | Warrant Registration Rights Agreement dated November 23, 1999 among Merrill, the Guarantors and Donaldson, Lufkin & Jenrette Securities Corporation.     
|4.4*        |  | Form of Warrant to purchase shares of class B common stock dated November 23, 1999 issued in connection with November 1999 unit offering.                

II-2

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|4.5*   |  | Form of Warrant to purchase shares of class B common stock dated November 23, 1999 issued in connection with November 1999 equity investment.                                                                                                                                                                                                                                                       
|------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|5.1*   |  | Opinion and Consent of Oppenheimer Wolff & Donnelly LLP.                                                                                                                                                                                                                                                                                                                                            
|5.2*   |  | Opinion and Consent of Karr Tuttle Campbell, a Professional Service Corporation.                                                                                                                                                                                                                                                                                                                    
|10.1*  |  | Purchase Agreement dated as of November 18, 1999 among Merrill, the Guarantors and Donaldson Lufkin & Jenrette Securities Corporation.                                                                                                                                                                                                                                                              
|10.2*  |  | Credit Agreement dated as of November 23, 1999 among Merrill, as a Guarantor, Merrill Communications LLC, as the Borrower, Various Financial Institutions, as the Lenders, DLJ Capital Funding, Inc., as the Syndication
Agent for the Lenders, Wells Fargo Bank, N.A., as the Documentation Agent for the Lenders, and U.S. Bank National Association, as the Administrative Agent for the Lenders.
|10.3*  |  | Investors' Agreement dated November 23, 1999 among Merrill and the shareholders party thereto.                                                                                                                                                                                                                                                                                                      
|10.4*  |  | Employment Agreement effective as of November 23, 1999 between Merrill and John W. Castro.                                                                                                                                                                                                                                                                                                          
|10.5*  |  | Employment Agreement effective as of November 23, 1999 between Merrill and Rick R. Atterbury.                                                                                                                                                                                                                                                                                                       
|10.6*  |  | 1999 Stock Option Plan.                                                                                                                                                                                                                                                                                                                                                                             
|10.7*  |  | Direct Investment Plan.                                                                                                                                                                                                                                                                                                                                                                             
|10.8*  |  | Form of Participation Agreement in 1999 Stock Option Plan and Direct Investment Plan between Merrill and each of its executive officers.                                                                                                                                                                                                                                                            
|10.9*  |  | Form of Letter Agreement with B. Michael James, Mark A. Rossi and Joseph P. Pettirossi.                                                                                                                                                                                                                                                                                                             
|10.10* |  | Stock Purchase Agreement dated March 28, 1996 by and among Merrill Corporation and the Shareholders of FMC Resource Management Corporation.                                                                                                                                                                                                                                                         
|10.11* |  | Asset Purchase Agreement dated as of June 11, 1998 among Merrill Acquisition Corporation and Executech, Inc., World Wide Scan Services, LLC, the Shareholders of Executech, Inc. and the Members of World Wide Scan Services
LLC.                                                                                                                                                                   
|10.12* |  | First Amendment to Asset Purchase Agreement dated December 18, 1998 among Merrill/Executech, Inc. and Executech, Inc., World Wide Scan Services, LLC, the Shareholders of Executech, Inc. and the Members of World Wide Scan
Services LLC.                                                                                                                                                          
|10.13* |  | Second Amendment to Asset Purchase Agreement dated effective as of June 11, 1998 among Merrill/Executech, Inc. and Executech, Inc., World Wide Scan Services, LLC, the Shareholders of Executech, Inc. and the Members of
World Wide Scan Services LLC.                                                                                                                                             
|10.14* |  | Asset Purchase Agreement dated March 11, 1999 among Merrill Daniels, Inc., Daniels Printing, Limited Partnership and all of the partners of Daniels Printing Limited Partnership.                                                                                                                                                                                                                   
|10.15* |  | Facilities Lease dated October 1, 1985 between the Port Authority of the City of Saint Paul as lessor and Merrill Corporation as lessee.                                                                                                                                                                                                                                                            
|10.16* |  | Land Lease dated October 1, 1985 between the Port Authority of the City of Saint Paul as lessor and Merrill Corporation as lessee.                                                                                                                                                                                                                                                                  
|10.17* |  | Lease dated as of May 1, 1994 between The Rector, Church-Wardens, and Vestrymen of Trinity Church in the City of New York, as landlord and The Corporate Printing Company, Inc., as lessee, assignor to Merrill/New York
Company.                                                                                                                                                                   
|10.18* |  | Office Lease Agreement dated July 30, 1998 between Beametfed Inc. and Merrill Corporation.                                                                                                                                                                                                                                                                                                          

II-3

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|10.19* |  | Agreement of Lease dated January 25, 1995 between East 55th Street Limited Partnership (assignee of The Overton-La Cholla Joint Venture) and Merrill Daniels, Inc. (assignee to Daniels Printing, Limited Partnership)
 .
|------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.20* |  | Amendment No. 1 to Investors' Agreement.                                                                                                                                                                                 
|10.21* |  | Lease of 15 Presidential Way dated March 31, 2000 between Ames Realty Trust and Merrill Communications LLC.                                                                                                              
|12.1   |  | Statement of Earnings to Fixed Charges.                                                                                                                                                                                  
|21.1*  |  | Subsidiaries of Merrill.                                                                                                                                                                                                 
|23.1*  |  | Consent of Oppenheimer Wolff & Donnelly LLP.                                                                                                                                                                             
|23.2*  |  | Consent of Karr Tuttle Campbell, a Professional Service Corporation.                                                                                                                                                     
|23.3   |  | Consent of PricewaterhouseCoopers, LLP.                                                                                                                                                                                  
|24.1*  |  | Powers of Attorney.                                                                                                                                                                                                      
|27.1*  |  | Financial Data Schedule.                                                                                                                                                                                                 
|27.2*  |  | Financial Data Schedule.                                                                                                                                                                                                 
|27.3*  |  | Financial Data Schedule.                                                                                                                                                                                                 
|27.4*  |  | Financial Data Schedule.                                                                                                                                                                                                 
|27.5*  |  | Financial Data Schedule.                                                                                                                                                                                                 

---

b.  Financial Statements Schedules.

Schedule
II - Valuation and Qualifying Accounts

Item 17. Undertakings.

Each of the undersigned registrants hereby undertakes:

1.  To
file, during any period in which offers or sales are being made of the securities registered hereby, a post-effective amendment to this registration
statement:



II-4

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2.  That,
for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment will be deemed to be a new
registration statement relating to the securities offered therein, and the offering of such securities at that time will be deemed to be the initial bona fide offering thereof.

3.  To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the
offering.

Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of each of the registrants pursuant
to the foregoing provisions, or otherwise, each of the registrants has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrants of expenses
incurred or paid by a director, officer, or controlling person of the registrants in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling
person in connection with the securities being registered, each of the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such
issue.

II-5

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## 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this amendment to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of St. Paul, State of Minnesota, on September 12, 2000.

| |  | MERRILL CORPORATION
| |  | -------------------
| |  | By:                

Pursuant to the requirements of the Securities Act of 1933, this amendment has been signed on September 12, 2000 by the following persons in the capacities indicated.

|Signature                           |  | Title                                                                                            
|----------------------------------- |  | -------------------------------------------------------------------------------------------------
|                                    |  |                                                                                                  
|/s/JOHN W. CASTROJohn W. Castro     |  | President, Chief Executive Officer and Director
(Principal Executive Officer)                    
|*Rick R. Atterbury                  |  | Executive Vice President, Chief Technology Officer and Director                                  
|*Robert H. Nazarian                 |  | Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
|*James A. Quella                    |  | Director                                                                                         
|*Lawrence M. Schloss                |  | Director                                                                                         
|*Matthew I. Sirovich                |  | Director                                                                                         
|/s/STEVEN J. MACHOVSteven J. Machov |  | Attorney-in-fact*                                                                                
|                                    |  |                                                                                                  

II-6

---

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this amendment to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of St. Paul, State of Minnesota, on September 12, 2000.

| |  | MERRILL COMMUNICATIONS LLC
| |  | --------------------------
| |  | By:                       

Pursuant to the requirements of the Securities Act of 1933, this amendment has been signed on September 12, 2000 by the following persons in the capacities indicated.

|Signature                           |  | Title                                                                             
|----------------------------------- |  | ----------------------------------------------------------------------------------
|                                    |  |                                                                                   
|/s/JOHN W. CASTROJohn W. Castro     |  | President, Chief Executive Officer and Director
(Principal Executive Officer)     
|*Rick R. Atterbury                  |  | Vice President and Chief Technology Officer                                       
|*Robert H. Nazarian                 |  | Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
|*James A. Quella                    |  | Director                                                                          
|*Lawrence M. Schloss                |  | Director                                                                          
|*Matthew I. Sirovich                |  | Director                                                                          
|/s/STEVEN J. MACHOVSteven J. Machov |  | Attorney-in-fact*                                                                 
|                                    |  |                                                                                   

II-7

---

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this amendment to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of St. Paul, State of Minnesota, on September 12, 2000.

| |  | MERRILL REAL ESTATE COMPANY
| |  | ---------------------------
| |  | By:                        

Pursuant to the requirements of the Securities Act of 1933, this amendment has been signed on September 12, 2000 by the following persons in the capacities indicated.

|Signature                           |  | Title                                                                        
|----------------------------------- |  | -----------------------------------------------------------------------------
|                                    |  |                                                                              
|/s/JOHN W. CASTROJohn W. Castro     |  | President, Chief Executive Officer and Director
(Principal Executive Officer)
|*Rick R. Atterbury                  |  | Executive Vice President and Director                                        
|*Robert H. Nazarian                 |  | Treasurer
(Principal Financial and Accounting Officer)                       
|*Steven J. Machov                   |  | Secretary and Director                                                       
|/s/STEVEN J. MACHOVSteven J. Machov |  | Attorney-in-fact*                                                            
|                                    |  |                                                                              

II-8

---

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this amendment to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of St. Paul, State of Minnesota, on September 12, 2000.

| |  | MERRILL/MAGNUS PUBLISHING CORPORATION
| |  | -------------------------------------
| |  | By:                                  

Pursuant to the requirements of the Securities Act of 1933, this amendment has been signed on September 12, 2000 by the following persons in the capacities indicated.

|Signature                           |  | Title                                                              
|----------------------------------- |  | -------------------------------------------------------------------
|/s/STEVEN J. MACHOVSteven J. Machov |  | President, Secretaty and Director
(Principal Executive Officer)    
|*John W. Castro                     |  | Chairman of the Board and Director                                 
|*Rick R. Atterbury                  |  | Vice President and Director                                        
|*Robert H. Nazarian                 |  | Treasurer and Director
(Principal Financial and Accounting Officer)
|/s/STEVEN J. MACHOVSteven J. Machov |  | Attorney-in-fact*                                                  
|                                    |  |                                                                    

II-9

---

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this amendment to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of St. Paul, State of Minnesota, on September 12, 2000.

| |  | MERRILL/NEW YORK COMPANY
| |  | ------------------------
| |  | By:                     

Pursuant to the requirements of the Securities Act of 1933, this amendment has been signed on September 12, 2000 by the following persons in the capacities indicated.

|Signature                               |  | Title                                                 
|--------------------------------------- |  | ------------------------------------------------------
|                                        |  |                                                       
|*B. Michael James                       |  | President and Director
(Principal Executive Officer)  
|*John W. Castro                         |  | Chairman of the Board and Director                    
|*Rick R. Atterbury                      |  | Director                                              
|/s/ROBERT H. NAZARIANRobert H. Nazarian |  | Treasurer
(Principal Financial and Accounting Officer)
|/s/STEVEN J. MACHOVSteven J. Machov     |  | Attorney-in-fact*                                     
|                                        |  |                                                       

II-10

---

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this amendment to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of St. Paul, State of Minnesota, on September 12, 2000.

| |  | MERRILL/MAY INC.
| |  | ----------------
| |  | By:             

Pursuant to the requirements of the Securities Act of 1933, this amendment has been signed on September 12, 2000 by the following persons in the capacities indicated.

|Signature                               |  | Title                                                              
|--------------------------------------- |  | -------------------------------------------------------------------
|                                        |  |                                                                    
|*Joseph Pettirossi                      |  | President
(Principal Executive Officer)                            
|/s/ROBERT H. NAZARIANRobert H. Nazarian |  | Treasurer and Director
(Principal Financial and Accounting Officer)
|*John W. Castro                         |  | Director                                                           
|*Steven J. Machov                       |  | Secretary and Director                                             
|/s/STEVEN J. MACHOVSteven J. Machov     |  | Attorney-in-fact*                                                  
|                                        |  |                                                                    

II-11

---

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this amendment to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of St. Paul, State of Minnesota, on September 12, 2000.

| |  | MERRILL/ALTERNATIVES, INC.
| |  | --------------------------
| |  | By:                       

Pursuant to the requirements of the Securities Act of 1933, this amendment has been signed on September 12, 2000 by the following persons in the capacities indicated.

|Signature                               |  | Title                                                               
|--------------------------------------- |  | --------------------------------------------------------------------
|                                        |  |                                                                     
|*Joseph Pettirossi                      |  | President and Director
(Principal Executive Officer)                
|/s/ROBERT H. NAZARIANRobert H. Nazarian |  | Chief Financial Officer
(Principal Financial and Accounting Officer)
|*John W. Castro                         |  | Director                                                            
|/s/STEVEN J. MACHOVSteven J. Machov     |  | Attorney-in-fact*                                                   
|                                        |  |                                                                     

II-12

---

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this amendment to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of St. Paul, State of Minnesota, on September 12, 2000.

| |  | MERRILL INTERNATIONAL INC.
| |  | --------------------------
| |  | By:                       

Pursuant to the requirements of the Securities Act of 1933, this amendment has been signed on September 12, 2000 by the following persons in the capacities indicated.

|Signature                               |  | Title                                                 
|--------------------------------------- |  | ------------------------------------------------------
|                                        |  |                                                       
|*Robert M. Chepak                       |  | President
(Principal Executive Officer)               
|/s/ROBERT H. NAZARIANRobert H. Nazarian |  | Treasurer
(Principal Financial and Accounting Officer)
|*Rick R. Atterbury                      |  | Director                                              
|*Steven J. Machov                       |  | Secretary and Director                                
|*Kathleen A. Larkin                     |  | Director                                              
|/s/STEVEN J. MACHOVSteven J. Machov     |  | Attorney-in-fact*                                     
|                                        |  |                                                       

II-13

---

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this amendment to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of St. Paul, State of Minnesota, on September 12, 2000.

| |  | FMC RESOURCE MANAGEMENT CORPORATION
| |  | -----------------------------------
| |  | By:                                

Pursuant to the requirements of the Securities Act of 1933, this amendment has been signed on September 12, 2000 by the following persons in the capacities indicated.

|Signature                               |  | Title                                                             
|--------------------------------------- |  | ------------------------------------------------------------------
|                                        |  |                                                                   
|Joseph Pettirossi                       |  | Chief Executive Officer and Director
(Principal Executive Officer)
|/s/ROBERT H. NAZARIANRobert H. Nazarian |  | Treasurer
(Principal Financial and Accounting Officer)            
|*John W. Castro                         |  | Director                                                          
|*Steven J. Machov                       |  | Secretary and Director                                            
|/s/STEVEN J. MACHOVSteven J. Machov     |  | Attorney-in-fact*                                                 
|                                        |  |                                                                   

II-14

---

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this amendment to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of St. Paul, State of Minnesota, on September 12, 2000.

| |  | MERRILL TRAINING & TECHNOLOGY, INC.
| |  | -----------------------------------
| |  | By:                                

Pursuant to the requirements of the Securities Act of 1933, this amendment has been signed on September 12, 2000 by the following persons in the capacities indicated.

|Signature                               |  | Title                                                             
|--------------------------------------- |  | ------------------------------------------------------------------
|                                        |  |                                                                   
|/s/JOHN W. CASTROJohn W. Castro         |  | Chief Executive Officer and Director
(Principal Executive Officer)
|*Rick R. Atterbury                      |  | Vice President and Director                                       
|/s/ROBERT H. NAZARIANRobert H. Nazarian |  | Treasurer
(Principal Financial and Accounting Officer)            
|*Steven J. Machov                       |  | Secretary and Director                                            
|/s/STEVEN J. MACHOVSteven J. Machov     |  | Attorney-in-fact*                                                 
|                                        |  |                                                                   

II-15

---

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this amendment to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of St. Paul, State of Minnesota, on September 12, 2000.

| |  | MERRILL/GLOBAL, INC.
| |  | --------------------
| |  | By:                 

Pursuant to the requirements of the Securities Act of 1933, this amendment has been signed on September 12, 2000 by the following persons in the capacities indicated.

|Signature                               |  | Title                                                 
|--------------------------------------- |  | ------------------------------------------------------
|                                        |  |                                                       
|*Robert M. Chepak                       |  | President
(Principal Executive Officer)               
|*Rick R. Atterbury                      |  | Vice President and Director                           
|/s/ROBERT H. NAZARIANRobert H. Nazarian |  | Treasurer
(Principal Financial and Accounting Officer)
|/s/STEVEN J. MACHOVSteven J. Machov     |  | Secretary and Director                                
|*Kathleen A. Larkin                     |  | Director                                              
|/s/STEVEN J. MACHOVSteven J. Machov     |  | Attorney-in-fact*                                     
|                                        |  |                                                       

II-16

---

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this amendment to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of St. Paul, State of Minnesota, on September 12, 2000.

| |  | MERRILL/EXECUTECH, INC.
| |  | -----------------------
| |  | By:                    

Pursuant to the requirements of the Securities Act of 1933, this amendment has been signed on September 12, 2000 by the following persons in the capacities indicated.

|Signature                               |  | Title                                                 
|--------------------------------------- |  | ------------------------------------------------------
|                                        |  |                                                       
|/s/JOHN W. CASTROJohn W. Castro         |  | President
(Principal Executive Officer)               
|*Rick R. Atterbury                      |  | Vice President and Director                           
|/s/ROBERT H. NAZARIANRobert H. Nazarian |  | Treasurer
(Principal Financial and Accounting Officer)
|/s/STEVEN J. MACHOVSteven J. Machov     |  | Secretary and Director                                
|/s/STEVEN J. MACHOVSteven J. Machov     |  | Attorney-in-fact*                                     
|                                        |  |                                                       

II-17

---

## 

INDEX TO EXHIBITS

|No.  |  | Item                                                                                                            |  | Method of Filing                                                                                       
|---- |  | --------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------
|2.1  |  | Agreement and Plan of Merger dated as of July 14, 1999 between Merrill and Viking Merger Sub, Inc., as amended. |  | Incorporated by reference to our Current Report on Form 8-K dated July 20, 1999.                       
|3.1  |  | Articles of Incorporation of Merrill Corporation.                                                               |  | Incorporated by reference to our Registration Statement on Form S-1 (File No. 33-4062).                
|3.2  |  | Amendment to Articles of Incorporation of Merrill Corporation as of June 20, 1986 and March 28, 1987.           |  | Incorporated by reference to our Annual Report on Form 10-K for the fiscal year ended January 31, 1987.
|3.3  |  | Amendment to Articles of Incorporation of Merrill Corporation as of November 22, 1999.                          |  | Incorporated by reference to our Registration Statement on Form S-4 (File No. 333-30732).              
|3.4  |  | Restated Bylaws of Merrill Corporation, as amended.                                                             |  | Incorporated by reference to our
Annual Report on Form 10-K for the
fiscal year ended January 31, 1990.
|3.5  |  | Certificate of Formation of Merrill Communications LLC.                                                         |  | Incorporated by reference to our Registration Statement on Form S-4 (File No. 333-30732).              
|3.6  |  | Articles of Incorporation of Merrill Real Estate Company.                                                       |  | Incorporated by reference to our Registration Statement on Form S-4 (File No. 333-30732).              
|3.7  |  | Articles of Incorporation of Merrill/Magnus Publishing Corporation, as amended.                                 |  | Incorporated by reference to our Registration Statement on Form S-4 (File No. 333-30732).              
|3.8  |  | Articles of Incorporation of Merrill/New York Company, as amended.                                              |  | Incorporated by reference to our Registration Statement on Form S-4 (File No. 333-30732).              
|3.9  |  | Articles of Incorporation of Merrill/May, Inc., as amended.                                                     |  | Incorporated by reference to our Registration Statement on Form S-4 (File No. 333-30732).              
|3.10 |  | Articles of Incorporation of Merrill/Alternatives, Inc., as amended.                                            |  | Incorporated by reference to our Registration Statement on Form S-4 (File No. 333-30732).              
|3.11 |  | Articles of Incorporation of Merrill International Inc.                                                         |  | Incorporated by reference to our Registration Statement on Form S-4 (File No. 333-30732).              
|3.12 |  | Articles of Incorporation of FMC Resource Management Corporation, as amended.                                   |  | Incorporated by reference to our Registration Statement on Form S-4 (File No. 333-30732).              
|3.13 |  | Articles of Incorporation of Merrill
Training & Technology, Inc., as amended.                                   |  | Incorporated by reference to our Registration Statement on Form S-4 (File No. 333-30732).              
|3.14 |  | Articles of Incorporation of Merrill/Global Inc.                                                                |  | Incorporated by reference to our Registration Statement on Form S-4 (File No. 333-30732).              
|3.15 |  | Articles of Incorporation of Merrill/Executech, Inc., as amended.                                               |  | Incorporated by reference to our Registration Statement on Form S-4 (File No. 333-30732).              
|3.16 |  | Amended and Restated Limited Liability Company Agreement of Merrill Communications LLC.                         |  | Incorporated by reference to our Registration Statement on Form S-4 (File No. 333-30732).              
|3.17 |  | Bylaws of Merrill Real Estate Company.                                                                          |  | Incorporated by reference to our Registration Statement on Form S-4 (File No. 333-30732).              
|3.18 |  | Bylaws of Merrill/Magnus Publishing Corporation.                                                                |  | Incorporated by reference to our Registration Statement on Form S-4 (File No. 333-30732).              
|3.19 |  | Bylaws of Merrill/New York Company.                                                                             |  | Incorporated by reference to our Registration Statement on Form S-4 (File No. 333-30732).              

---

|3.20 |  | Bylaws of Merrill/May, Inc.                                                                                                                                                                                                                                                                                                                                                                          |  | Incorporated by reference to our Registration Statement on Form S-4 (File No. 333-30732).
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -----------------------------------------------------------------------------------------
|3.21 |  | Bylaws of Merrill/Alternatives, Inc.                                                                                                                                                                                                                                                                                                                                                                 |  | Incorporated by reference to our Registration Statement on Form S-4 (File No. 333-30732).
|3.22 |  | Bylaws of Merrill International Inc.                                                                                                                                                                                                                                                                                                                                                                 |  | Incorporated by reference to our Registration Statement on Form S-4 (File No. 333-30732).
|3.23 |  | Amended and Restated Bylaws of FMC Resource Management Corporation.                                                                                                                                                                                                                                                                                                                                  |  | Incorporated by reference to our Registration Statement on Form S-4 (File No. 333-30732).
|3.24 |  | Bylaws of Merrill Training & Technology, Inc.                                                                                                                                                                                                                                                                                                                                                        |  | Incorporated by reference to our Registration Statement on Form S-4 (File No. 333-30732).
|3.25 |  | Bylaws of Merrill/Global Inc.                                                                                                                                                                                                                                                                                                                                                                        |  | Incorporated by reference to our Registration Statement on Form S-4 (File No. 333-30732).
|3.26 |  | Bylaws of Merrill/Executech, Inc.                                                                                                                                                                                                                                                                                                                                                                    |  | Incorporated by reference to our Registration Statement on Form S-4 (File No. 333-30732).
|4.1  |  | Indenture dated as of November 23, 1999 among Merrill, the Guarantors and Norwest Bank Minnesota, N.A., as Trustee.                                                                                                                                                                                                                                                                                  |  | Incorporated by reference to our Registration Statement on Form S-4 (File No. 333-30732).
|4.2  |  | A/B Exchange Registration Rights Agreement dated November 23, 1999 among Merrill, the Guarantors and Donaldson, Lufkin & Jenrette Securities Corporation.                                                                                                                                                                                                                                            |  | Incorporated by reference to our Registration Statement on Form S-4 (File No. 333-30732).
|4.3  |  | Warrant Registration Rights Agreement dated November 23, 1999 among Merrill, the Guarantors and Donaldson, Lufkin & Jenrette Securities Corporation.                                                                                                                                                                                                                                                 |  | Incorporated by reference to our Registration Statement on Form S-4 (File No. 333-30732).
|4.4  |  | Form of Warrant to purchase shares of class B common stock dated November 23, 1999 issued in connection with November 1999 unit offering.                                                                                                                                                                                                                                                            |  | Incorporated by reference to our Registration Statement on Form S-4 (File No. 333-30732).
|4.5  |  | Form of Warrant to purchase shares of class B common stock dated November 23, 1999 issued in connection with November 1999 equity investment.                                                                                                                                                                                                                                                        |  | Incorporated by reference to our Registration Statement on Form S-4 (File No. 333-30732).
|5.1  |  | Opinion and Consent of Oppenheimer Wolff & Donnelly LLP.                                                                                                                                                                                                                                                                                                                                             |  | Previously filed.                                                                        
|5.2  |  | Opinion and Consent of Karr Tuttle Campbell, a Professional Service Corporation.                                                                                                                                                                                                                                                                                                                     |  | Previously filed.                                                                        
|10.1 |  | Purchase Agreement dated as of November 18, 1999 among Merrill, the Guarantors and Donaldson Lufkin & Jenrette Securities Corporation.                                                                                                                                                                                                                                                               |  | Incorporated by reference to our Registration Statement on Form S-4 (File No. 333-30732).
|10.2 |  | Credit Agreement dated as of November 23, 1999 among Merrill, as a Guarantor, Merrill Communications LLC, as the Borrower, Various Financial Institutions, as the Lenders, DLJ Capital Funding, Inc., as the Syndication Agent for the Lenders, Wells
Fargo Bank, N.A., as the Documentation Agent for the Lenders, and U.S. Bank National Association, as the Administrative Agent for the Lenders. |  | Incorporated by reference to our Registration Statement on Form S-4 (File No. 333-30732).

---

|10.3  |  | Investors' Agreement dated November 23, 1999 among Merrill and the shareholders party thereto.                                                                                                                                                          |  | Incorporated by reference to our Registration Statement on Form S-4 (File No. 333-30732).              
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------
|10.4  |  | Employment Agreement effective as of November 23, 1999 between Merrill and John W. Castro.                                                                                                                                                              |  | Incorporated by reference to our Registration Statement on Form S-4 (File No. 333-30732).              
|10.5  |  | Employment Agreement effective as of November 23, 1999 between Merrill and Rick R. Atterbury.                                                                                                                                                           |  | Incorporated by reference to our Registration Statement on Form S-4 (File No. 333-30732).              
|10.6  |  | 1999 Stock Option Plan.                                                                                                                                                                                                                                 |  | Incorporated by reference to our Registration Statement on Form S-4 (File No. 333-30732).              
|10.7  |  | Direct Investment Plan.                                                                                                                                                                                                                                 |  | Incorporated by reference to our Registration Statement on Form S-4 (File No. 333-30732).              
|10.8  |  | Form of Participation Agreement in 1999 Stock Option Plan and Direct Investment Plan between Merrill and each of its executive officers.                                                                                                                |  | Incorporated by reference to our Registration Statement on Form S-4 (File No. 333-30732).              
|10.9  |  | Form of Letter Agreement with B. Michael James, Mark A. Rossi and Joseph P. Pettirossi.                                                                                                                                                                 |  | Incorporated by reference to our Registration Statement on Form S-1 (File No. 333-32952).              
|10.10 |  | Stock Purchase Agreement dated March 28, 1996 by and among Merrill Corporation and the Shareholders of FMC Resource Management Corporation.                                                                                                             |  | Incorporated by reference to our Current Report on Form 8-K dated April 15, 1996.                      
|10.11 |  | Asset Purchase Agreement dated as of June 11, 1998 among Merrill Acquisition Corporation and Executech, Inc., World Wide Scan Services, LLC, the Shareholders of Executech, Inc. and the Members of World Wide Scan
Services LLC.                       |  | Incorporated by reference to our
Annual Report on Form 10-K for the
fiscal year ended January 31, 1999.
|10.12 |  | First Amendment to Asset Purchase Agreement dated December 18, 1998 among Merrill/Executech, Inc. and Executech, Inc., World Wide Scan Services, LLC, the Shareholders of Executech, Inc. and the Members of World Wide
Scan Services LLC.              |  | Incorporated by reference to our
Annual Report on Form 10-K for the
fiscal year ended January 31, 1999.
|10.13 |  | Second Amendment to Asset Purchase Agreement dated effective as of June 11, 1998 among Merrill/Executech, Inc. and Executech, Inc., World Wide Scan Services, LLC, the Shareholders of Executech, Inc. and the Members
of World Wide Scan Services LLC. |  | Incorporated by reference to our
Annual Report on Form 10-K for the
fiscal year ended January 31, 1999.
|10.14 |  | Asset Purchase Agreement dated March 11, 1999 among Merrill Daniels, Inc., Daniels Printing, Limited Partnership and all of the partners of Daniels Printing Limited Partnership.                                                                       |  | Incorporated by reference to our Current Report on Form 8-K filed on April 29, 1999.                   

---

|10.15 |  | Facilities Lease dated October 1, 1985 between the Port Authority of the City of Saint Paul as lessor and Merrill Corporation as lessee.                                                                                          |  | Incorporated by reference to our Registration Statement on Form S-1 (File No. 33-4062).                
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------
|10.16 |  | Land Lease dated October 1, 1985 between the Port Authority of the City of Saint Paul as lessor and Merrill Corporation as lessee.                                                                                                |  | Incorporated by reference to our Registration Statement on Form S-1 (File No. 33-4062).                
|10.17 |  | Lease dated as of May 1, 1994 between The Rector, Church-Wardens, and Vestrymen of Trinity Church in the City of New York, as landlord and The Corporate Printing Company, Inc., as lessee, assignor to Merrill/New York
Company. |  | Incorporated by reference to our
Annual Report on Form 10-K for the
fiscal year ended January 31, 1997.
|10.18 |  | Office Lease Agreement dated July 30, 1998 between Beametfed Inc. and Merrill Corporation.                                                                                                                                        |  | Incorporated by reference to our
Annual Report on Form 10-K for the
fiscal year ended January 31, 1999.
|10.19 |  | Agreement of Lease dated January 25, 1995 between East 55th Street Limited Partnership (assignee of The Overton-La Cholla Joint Venture) and Merrill Daniels, Inc. (assignee to Daniels Printing, Limited Partnership)
 .         |  | Incorporated by reference to our
Annual Report on Form 10-K for the
fiscal year ended January 31, 1999.
|10.20 |  | Amendment No. 1 to Investors Agreement.                                                                                                                                                                                           |  | Incorporated by reference to our Registration Statement on Form S-1 (File No. 333-32952).              
|10.21 |  | Lease of 15 Presidental Way dated March 31, 2000 between the Ames Realty Trust and Merrill Communications LLC.                                                                                                                    |  | Incorporated by reference to our Registration Statement on Form S-1 (File No. 333-32952).              
|12.1  |  | Statement of Earnings to Fixed Charges.                                                                                                                                                                                           |  | Filed herewith.                                                                                        
|21.1  |  | Subsidiaries of Merrill.                                                                                                                                                                                                          |  | Incorporated by reference to our Registration Statement on Form S-1 (File No. 333-32952).              
|23.1  |  | Consent of Oppenheimer Wolff & Donnelly LLP.                                                                                                                                                                                      |  | Included in Exhibit 5.1.                                                                               
|23.2  |  | Consent of Karr Tuttle Campbell, a Professional Service Corporation.                                                                                                                                                              |  | Included in Exhibit 5.2                                                                                
|23.3  |  | Consent of PricewaterhouseCoopers LLP.                                                                                                                                                                                            |  | Filed herewith.                                                                                        
|24.1  |  | Powers of Attorney.                                                                                                                                                                                                               |  | Previously filed.                                                                                      
|27.1  |  | Financial Data Schedule.                                                                                                                                                                                                          |  | Previously filed.                                                                                      
|27.2  |  | Financial Data Schedule.                                                                                                                                                                                                          |  | Previously filed.                                                                                      
|27.3  |  | Financial Data Schedule.                                                                                                                                                                                                          |  | Previously filed.                                                                                      
|27.4  |  | Financial Data Schedule.                                                                                                                                                                                                          |  | Previously filed.                                                                                      
|27.5  |  | Financial Data Schedule.                                                                                                                                                                                                          |  | Previously filed.                                                                                      

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