Attached files
file | filename |
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EX-99.1 - EXHIBIT 99.1 - NBC ACQUISITION CORP | c21830exv99w1.htm |
EX-99.2 - EXHIBIT 99.2 - NBC ACQUISITION CORP | c21830exv99w2.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 22, 2011
NBC Acquisition Corp.
(Exact name of registrant as specified in its charter)
Delaware | 333-48225 | 47-0793347 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
4700 South
19th Street Lincoln, NE |
68501-0529 |
|
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (402) 421-7300
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01. Other Events.
As previously disclosed, on June 27, 2011, NBC Acquisition Corp., a Delaware corporation (the
Company), Nebraska Book Company, Inc., a wholly-owned subsidiary of the Company (Nebraska
Book), NBC Holdings Corp., the parent of the Company (NBC Holdings), and the subsidiaries of
Nebraska Book (collectively, with the Company, Nebraska Book and NBC Holdings, the Debtors),
filed voluntary petitions for reorganization relief under chapter 11 of the United States
Bankruptcy Code (the Bankruptcy Code) in the United States Bankruptcy Court for the District of
Delaware (the Court). The reorganization cases are being jointly administered as Case No.
11-12005 under the caption In re Nebraska Book Company, Inc., et al. (hereinafter referred to as
the Chapter 11 Proceedings). The Debtors continue to operate their businesses as
debtors-in-possession under the jurisdiction of the Court and in accordance with the applicable
provisions of the Bankruptcy Code and orders of the Court.
On July 17, 2011, the Debtors filed their Joint Plan of Reorganization of Nebraska Book
Company, Inc., et al., Pursuant to Chapter 11 of the Bankruptcy Code and their proposed Disclosure
Statement to the Joint Plan of Reorganization of Nebraska Book Company, Inc., et al., Pursuant to
Chapter 11 of the Bankruptcy Code. On August 22, 2011, the Debtors filed their First Amended Joint
Plan of Reorganization of Nebraska Book Company, Inc., et al., Pursuant to Chapter 11 of the
Bankruptcy Code (the Amended Plan) and their proposed Disclosure Statement to the First Amended
Joint Plan of Reorganization of Nebraska Book Company, Inc., et al., Pursuant to Chapter 11 of the
Bankruptcy Code (the Amended Proposed Disclosure Statement).
The Amended Plan is attached hereto as Exhibit 99.1 and incorporated by reference herein and
the Amended Proposed Disclosure Statement is attached hereto as Exhibit 99.2 and incorporated by
reference herein.
The Amended Proposed Disclosure Statement contains financial projections at Exhibit B thereto
and liquidation analysis therein which were prepared for purposes of the Bankruptcy Case
(Financial Information). The Company cautions investors and potential investors not to place
undue reliance upon the information contained in the Financial Information, which was not prepared
for the purpose of providing the basis for an investment decision relating to any of the securities
of the Company. The Financial Information has not been audited or reviewed by independent
accountants and may be subject to future reconciliation and adjustments. The Financial Information
contains information different from that required to be included in the Companys reports pursuant
to the Securities Exchange Act of 1934, as amended (the Exchange Act), and that information might
not be indicative of the Companys financial condition or operating results that would be reflected
in the Companys financial statements or in its reports pursuant to the Exchange Act. Results set
forth in the Financial Information should not be viewed as indicative of future results.
On August 23, 2011, the Court entered an order approving the Amended Proposed Disclosure
Statement as containing adequate information pursuant to section 1125(b) of the Bankruptcy Code for
use in the solicitation of acceptances or rejections of the Amended Plan. The Amended Plan is
subject to confirmation by the Court.
All documents filed in connection with the Chapter 11 Proceedings, including the Amended Plan
and the Amended Proposed Disclosure Statement, are publicly available and may be accessed free of
charge at http://www.kccllc.net/nbc.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 | First Amended Joint Plan of Reorganization of Nebraska Book
Company, Inc., et al., Pursuant to Chapter 11 of the Bankruptcy Code |
|||
99.2 | Disclosure Statement to the First Amended Joint Plan of
Reorganization of Nebraska Book Company, Inc., et al., Pursuant to Chapter 11 of
the Bankruptcy Code |
Forward Looking Information
This Current Report on Form 8-K contains forward-looking statements made by the Company
within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not
limited to, statements regarding the approval of the Court of the Amended Plan and Amended Proposed
Disclosure Statement, and the statements and information contained in the Financial Information.
Forward-looking statements are not guarantees of future results and conditions but rather are
subject to various factors, risks and uncertainties that could cause the Companys actual results
to differ materially from those expressed in these forward-looking statements, including, but not
limited to,
| the potential adverse impact of the Chapter 11 proceedings on the Companys business,
financial condition or results of operations, including the Companys ability to maintain
contracts and other customer and vendor relationships that are critical to the Companys
business and the actions and decisions of the Companys creditors and other third parties
with interests in the Companys Chapter 11 proceedings; |
| the Companys ability to maintain adequate liquidity to fund the Companys operations
during the Chapter 11 proceedings and to fund a plan of reorganization and thereafter,
including obtaining sufficient debtor in possession and exit financing; maintaining
normal terms with the Companys vendors and service providers during the Chapter 11
proceedings and complying with the covenants and other terms of the Companys financing
agreements; |
| the Companys ability to obtain court approval with respect to motions in the Chapter
11 proceedings prosecuted from time to time and to develop, prosecute, confirm and
consummate one or more plans of reorganization with respect to the Chapter 11 proceedings
and to consummate all of the transactions contemplated by one or more such plans of
reorganization or upon which consummation of such plans may be conditioned; |
| goodwill impairment or impairment of identifiable intangibles resulting in a non-cash
write down of goodwill or identifiable intangibles; and |
| other risks detailed in the Companys SEC filings, in particular the Companys Annual
Report on Form 10-K for the fiscal year ended March 31, 2011, all of which are difficult
or impossible to predict accurately and many of which are beyond the Companys control. |
The risks and uncertainties and the terms of any reorganization plan ultimately confirmed can
affect the value of the Companys various pre-petition liabilities, common stock and/or other
securities. No assurance can be given as to what values, if any, will be ascribed in the bankruptcy
proceedings to each of these constituencies. A plan of reorganization could result in holders of
the Companys liabilities and/or securities receiving no value for their interests. Because of such
possibilities, the value of these liabilities and/or securities is highly speculative. Accordingly,
the Company urges that caution be exercised with respect to existing and future investments in any
of these liabilities and/or securities. Investors and other interested parties can obtain
information about the Companys Chapter 11 filing on the Internet at www.nebook.com/info. Court
filings and claims information are available at www.kccllc.net/nbc. Caution should be taken not to
place undue reliance on the Companys forward-looking statements, which represent the Companys
view only as of the date of this Current Report on Form 8-K, and which the Company assumes no
obligation to update.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
NBC ACQUISITION CORP. |
||||
Date: August 25, 2011 | /s/ Alan G. Siemek | |||
Alan G. Siemek | ||||
Vice President and Treasurer (Principal Financial and Accounting Officer) |
EXHIBIT INDEX
Exhibit Number | Description | |||
99.1 | First Amended Joint Plan of Reorganization of Nebraska Book
Company, Inc., et al., Pursuant to Chapter 11 of the
Bankruptcy Code |
|||
99.2 | Disclosure Statement to the First Amended Joint Plan of
Reorganization of Nebraska Book Company, Inc., et al.,
Pursuant to Chapter 11 of the Bankruptcy Code |