<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 1, 1995
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
THE C. R. GIBSON COMPANY
(NAME OF SUBJECT COMPANY)
NELSON ACQUISITION CORP.
THOMAS NELSON, INC.
(BIDDERS)
COMMON STOCK, $0.10 PAR VALUE
(TITLE OF CLASS OF SECURITIES)
374762-10-2
(CUSIP NUMBER OF CLASS OF SECURITIES)
JOE L. POWERS
EXECUTIVE VICE PRESIDENT AND SECRETARY
THOMAS NELSON, INC.
NELSON PLACE AT ELM HILL PIKE
NASHVILLE, TENNESSEE 37214-1000
TELEPHONE: (615) 889-9000
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS)
COPY TO:
JAMES H. CHEEK, III, ESQ.
BASS, BERRY & SIMS
FIRST AMERICAN CENTER
NASHVILLE, TENNESSEE 37238
TELEPHONE: (615) 742-6200
EXHIBIT INDEX IS LOCATED ON PAGE 7
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<PAGE> 2
CUSIP NO. 374762-10-2 14D-1/13D
<TABLE>
<C> <S> <C>
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Nelson Acquisition Corp.
I.R.S. Identification No. 62-1614561
2. Check the Appropriate Box if a Member of a Group* (a) / /
(b) / /
3. SEC Use Only
4. Source of Funds*
AF
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(e) or 2(f) / /
6. Citizenship or Place of Organization
Delaware
7. Aggregate Amount Beneficially Owned by Each Reporting
Person
7,157,717 Shares
8. Check Box if the Aggregate Amount in Row (7)
Excludes Certain Shares* / /
9. Percent of Class Represented by Amount in Row (7)
92.3%**
10. Type of Reporting Person*
CO
</TABLE>
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* SEE INSTRUCTIONS BEFORE FILLING OUT.
** On a fully diluted basis.
2
<PAGE> 3
CUSIP NO. 374762-10-2 14D-1/13D
<TABLE>
<C> <S> <C>
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Thomas Nelson, Inc.
I.R.S. Identification No. 62-0679364
2. Check the Appropriate Box if a Member of a Group* (a) / /
(b) / /
3. SEC Use Only
4. Source of Funds*
BK
5. Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) / /
6. Citizenship or Place of Organization
Tennessee
7. Aggregate Amount Beneficially Owned by Each Reporting
Person
7,157,717 Shares
8. Check Box if the Aggregate Amount in Row (7)
Excludes Certain Shares* / /
9. Percent of Class Represented by Amount in Row (7)
92.3%**
10. Type of Reporting Person*
CO
</TABLE>
- ---------------
* SEE INSTRUCTIONS BEFORE FILLING OUT.
** On a fully diluted basis.
3
<PAGE> 4
TENDER OFFER
This Amendment No. 3 to Schedule 14D-1 and Amendment No. 1 to Schedule 13D
is being filed by Thomas Nelson, Inc., a Tennessee corporation ("Parent"), and
Nelson Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of
the Parent ("Offeror"), to amend and supplement the Tender Offer Statement on
Schedule 14D-1 and Schedule 13D, originally filed by Parent and Offeror on
September 19, 1995, as amended by Amendment No. 1 hereto filed September 27,
1995 and Amendment No. 2 hereto filed October 16, 1995 (which, together with any
amendments hereto or thereto, collectively constitute the "Schedule"), to report
the consummation of the offer to purchase all outstanding shares of common
stock, par value $0.10 per share (the "Shares"), of The C.R. Gibson Company, a
Delaware corporation ("Company"), for $9.00 per share, net to the seller in
cash, upon the terms and subject to the conditions set forth in the Offer to
Purchase, dated September 19, 1995, and the Supplement to the Offer to Purchase,
dated October 16, 1995, previously filed as Exhibits (a)(1) and (a)(10) hereto,
respectively (as supplemented and amended, the "Offer to Purchase"). The Offer
to Purchase and the related Letter of Transmittal previously filed as Exhibit
(a)(2) hereto, together with any amendments or supplements hereto or thereto,
collectively constitute the "Offer." Unless otherwise indicated herein, each
capitalized term used and not defined herein shall have the meaning assigned to
such term in the Schedule or in the Offer to Purchase.
ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 4 is hereby supplemented as follows:
In connection with the consummation of the Offer, the Parent executed
definitive documentation for interim financing in the amount of $60 million (the
"Interim Financing") as contemplated by the interim financing commitment letter,
previously filed as Exhibit (b)(2) hereto, to facilitate the acquisition of
Shares pursuant to the Offer. The Interim Financing consists of an amendment to
the Parent's existing bank credit facility, previously filed as Exhibit (b)(1)
hereto (the "Credit Facility"), and contains substantially the same terms as
described in the Offer to Purchase for the Credit Facility. The amendment to the
Credit Facility documenting the Interim Financing, attached hereto as Exhibit
(b)(3), is incorporated herein by reference.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDERS.
Item 5(a)(f) and (g) is hereby supplemented as follows:
The information set forth in the Press Release, dated October 31,
1995, filed hereto as Exhibit (a)(12), is incorporated herein by reference.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 6 is hereby supplemented as follows:
On October 31, 1995, the Parent successfully completed, through the
Offeror, its $9.00 per Share, all cash tender offer for the outstanding
Shares of the Company. The Offer expired at 12:00 Midnight, New York City
Time, on Monday, October 30, 1995, and preliminary figures indicate a total
of approximately 7,157,717 Shares were tendered and not previously
withdrawn prior to the expiration of the Offer. The Parent and the Offeror
accepted for purchase all such Shares, which results in total ownership by
the Parent and the Offeror of approximately 92.3% of the outstanding Shares
on a fully diluted basis. Because the number of Shares tendered in the
Offer exceeds 90% of the Shares, the Parent and the Offeror plan to
consummate the Merger by performing a short-form merger in accordance with
Delaware law on November 7, 1995. Following the Merger, the Shares will
cease to be traded on the American Stock Exchange and will no longer be
registered under the Securities Exchange Act of 1934, as amended. Shares
not previously tendered will cease to exist following the Merger and will
represent only the right to receive $9.00 in cash. Stockholders holding
Shares not previously tendered will receive instructions regarding the
exchange of their Shares.
4
<PAGE> 5
The information set forth in the Press Release, dated October 31,
1995, filed hereto as Exhibit (a)(12), is incorporated herein by reference,
and the foregoing description is qualified in its entirety by reference
thereto.
ITEM 10. ADDITIONAL INFORMATION.
Item 10(f) is hereby amended to include the information set forth in Item 6
of this Amendment, and the information set forth in the Press Release, dated
October 31, 1995, filed hereto as Exhibit (a)(12), is incorporated herein by
reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby amended to add the following exhibits:
(a)(12) Press Release, dated October 31, 1995.
(b)(3) Fifth Amendment to Credit Agreement dated as of October 31,
1995, among the Parent, SunTrust Bank, Nashville, N.A. (formerly known as
Third National Bank), National City Bank in Kentucky, (formerly known as
First National Bank of Louisville), First American National Bank in
Nashville, NationsBank of Texas, N.A. in Dallas, and
Creditanstalt -- Bankverein in New York.
5
<PAGE> 6
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
NELSON ACQUISITION CORP.
By: /s/ JOE L. POWERS
------------------------------------
Joe L. Powers
Secretary
THOMAS NELSON, INC.
By: /s/ JOE L. POWERS
------------------------------------
Joe L. Powers
Executive Vice President and
Secretary
November 1, 1995
6
<PAGE> 7
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NO. DESCRIPTION PAGES
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<S> <C> <C> <C>
(a)(12) -- Press Release, dated October 31, 1995................................
(b)(3) -- Fifth Amendment to Credit Agreement dated as of October 31, 1995,
among the Parent, SunTrust Bank, Nashville, N.A. (formerly known
as Third National Bank), National City Bank in Kentucky, (formerly
known as First National Bank of Louisville), First American
National Bank in Nashville, NationsBank of Texas, N.A. in Dallas,
and Creditstalt-Bankverein in New York............................
</TABLE>
7
<PAGE> 1
EXHIBIT (A)(12)
FOR IMMEDIATE RELEASE
News from Thomas Nelson Publishers
Nelson Place at Elm Hill Pike, P.O. Box 141000
Nashville, TN 37214-1000
(615) 889-9000 (800) 251-4000
Release Date: October 31, 1995
Contact: Joe L. Powers, Executive Vice-President
THOMAS NELSON, INC. ANNOUNCES SUCCESSFUL COMPLETION OF
TENDER OFFER FOR SHARES OF THE C.R. GIBSON COMPANY
NASHVILLE, Tennessee (October 31, 1995) -- Thomas Nelson, Inc. (NYSE:TNM)
today announced that it has successfully completed, through Nelson Acquisition
Corp., a wholly owned subsidiary, its $9.00 per share, all cash tender offer for
the outstanding shares of common stock of The C.R. Gibson Company (AMEX:GIB).
The offer expired at 12:00 Midnight, New York City Time, on Monday, October 30,
1995. Preliminary figures indicate that a total of approximately 7,158,000
shares were tendered and accepted for purchase, which results in total ownership
by Thomas Nelson, Inc., and Nelson Acquisition Corp. of approximately 92.3% of
the outstanding shares of The C.R. Gibson Company on a fully diluted basis.
In connection with the completion of the tender offer, Thomas Nelson, Inc.
will merge Nelson Acquisition Corp. with and into The C.R. Gibson Company.
Following the merger, The C.R. Gibson Company will be the surviving corporation
and a wholly owned subsidiary of Thomas Nelson, Inc. The merger is scheduled to
be consummated on November 7, 1995, after which time The C.R. Gibson Company's
stock will cease to be traded on the American Stock Exchange. Stockholders
holding shares of The C.R. Gibson Company's stock not tendered in the offer will
receive instructions regarding the exchange of such shares for cash in the
merger.
The C.R. Gibson Company, headquartered in Norwalk, Connecticut manufactures
and markets a wide range of paper, gift and stationery products, primarily under
the C.R. Gibson(R), Creative Papers(R), and Clinton Prints(R) brand names.
Products include baby and wedding memory books, stationery, giftwrap, greeting
cards, and paper tableware. For the year ended December 31, 1994 and the six
months ended June 30, 1995, C.R. Gibson reported net revenues of $67.3 million
and $35.6 million, respectively.
Sam Moore, Thomas Nelson's Chairman and President, said, "This acquisition
represents an excellent opportunity for Thomas Nelson. It will significantly
increase the product offerings and distribution strengths of our growing gift
division. On a combined basis, our gift division will now have over $100 million
in annual revenues and will be about equal in size to our publishing and music
divisions.
"The acquisition will also create much stronger marketing and distribution
capabilities for our gift division. C.R. Gibson presently has over 100 dedicated
full-time sales personnel which we believe will provide greater store
penetration for an even broader line of gifts."
Moore indicated that the gift market is a growing industry with over $23
billion in annual revenues, approximately $9 billion of which are in the product
categories currently marketed by Thomas Nelson and C.R. Gibson. "We believe the
size and product diversity of the gift market will provide us a number of
opportunities to grow through existing products and in gift categories not
currently offered," Moore concluded.
Thomas Nelson, Inc. is a leading publisher, producer and distributor of
books, Bibles and recorded music emphasizing Christian, inspirational and family
value themes.
<PAGE> 1
EXHIBIT (B)(3)
FIFTH AMENDMENT TO CREDIT AGREEMENT
This Fifth Amendment to Credit Agreement (this "Amendment") dated as of the
31st day of October, 1995, by and among THOMAS NELSON, INC., a Tennessee
corporation ("Nelson"), SUNTRUST BANK, NASHVILLE, N.A. (formerly known as Third
National Bank in Nashville), a national banking association ("SunTrust"), the
other banks and lending institutions listed on the signature pages hereof and
any assignees of SunTrust or such other banks and lending institutions that
become "Lenders" as provided herein (SunTrust, and such other banks, lending
institutions and assignees are referred to collectively herein as the
"Lenders"), and SUNTRUST BANK, NASHVILLE, N.A. (formerly known as Third National
Bank in Nashville) (the "Agent") in its capacity as agent for the Lenders and
each successor agent for such Lenders as may be appointed from time to time
pursuant to Article X of the Credit Agreement (as hereinafter defined).
W I T N E S S E T H:
WHEREAS, Nelson, Lenders and Agent entered into a Credit Agreement dated as
of November 30, 1992 (as amended, the "Credit Agreement") governing the terms of
the Loans (terms defined therein and not otherwise defined herein are being used
herein as therein defined);
NOW, THEREFORE, for and in consideration of the foregoing premises and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
1. A new Section 9.12A shall be added to the Credit Agreement and shall
read in its entirety as follows:
SECTION 9.12A DEFAULT UNDER PROMISSORY NOTE. There shall occur or
exist any Event of Default under any of those five Promissory Notes, each
dated October 31, 1995, in the aggregate original principal amount of Sixty
Million ($60,000,000.00) Dollars executed by Nelson in favor of the lenders
as described in such Promissory Notes. The term "Event of Default" as used
herein shall have the meaning as set forth in each such Promissory Note
dated October 31, 1995.
<PAGE> 2
2. Except as herein modified and amended, the terms and conditions of the
Credit Agreement shall remain in full force and effect.
3. This Amendment shall be governed by and construed in accordance with the
laws of the State of Tennessee.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first written above.
THOMAS NELSON, INC.
By: /s/ JOE L. POWERS
---------------------------------
Title: Executive Vice President
------------------------------
SUNTRUST BANK, NASHVILLE, N.A., as
Agent (formerly known as Third
National Bank in Nashville)
By: /s/ FRED TURNER
---------------------------------
Title: Executive Vice President
------------------------------
SUNTRUST BANK, NASHVILLE, N.A.
(formerly known as Third National Bank
in Nashville)
By: /s/ FRED TURNER
---------------------------------
Title: Executive Vice President
------------------------------
NATIONAL CITY BANK, KENTUCKY
(formerly known as First National Bank
of Louisville)
By: /s/ JOHN SIMMS
---------------------------------
Title: Vice President
------------------------------
2
<PAGE> 3
FIRST AMERICAN NATIONAL BANK
By: /s/ SCOTT M. BANE
---------------------------------
Title: Senior Vice President
-------------------------------
NATIONSBANK OF TEXAS, N.A.
By: /s/ GREG MEADOR
---------------------------------
Title: Vice President
-------------------------------
CREDITANSTALT -- BANKVEREIN
By: /s/ ROBERT M. BIRINGER
---------------------------------
Title: Senior Vice President
-------------------------------
By: /s/ JOSEPH P. LONGOSZ
---------------------------------
Title: Vice President
-------------------------------
The undersigned join in the execution of this Amendment in order to
acknowledge their consent to the terms and provisions of this Amendment and to
confirm that the execution of this Amendment by the parties hereto in no way
affects the undersigneds' respective obligations under the Guaranty Agreement
executed as of November 30, 1992 by Word, Incorporated, a corporation organized
and existing under the laws of the State of Delaware, Editorial Caribe, Inc., a
corporation organized and existing under the laws of the State of Florida,
Nelson Media, Inc., a corporation organized and existing under the laws of the
State of Tennessee, Nelson Communications, Inc., a corporation organized and
existing under the laws of the State of Tennessee, Dominion Publishers, Inc., a
corporation organized and existing under the laws of the State of Tennessee,
Royal Publishers, Inc., a corporation organized and existing under the laws of
the State of Tennessee, Word Communications Ltd., a corporation organized and
existing under the laws of British Columbia, Canada, Word Direct Marketing
Services, Inc., a corporation organized and existing under the laws of the State
of
3
<PAGE> 4
Texas, TNI Cassette Corp., a corporation organized and existing under the laws
of the State of Texas, and Nelson Word (UK) Limited, a corporation organized and
existing under the laws of the United Kingdom, in favor of SunTrust Bank,
Nashville, N.A., a national banking association, in its capacity as agent for
banks and other lending institutions parties to the Credit Agreement and each
assignee thereof becoming a "Lender" as provided therein. Each person executing
this Amendment on behalf of each of the undersigned is duly authorized to so
execute and deliver this Amendment on behalf of each of the undersigned
entities.
WORD, INCORPORATED
By: /s/ JOE L. POWERS
---------------------------------
Title: Secretary
------------------------------
EDITORIAL CARIBE, INC.
By: /s/ JOE L. POWERS
---------------------------------
Title: Secretary
-----------------------------
NELSON MEDIA, INC.
By: /s/ JOE L. POWERS
---------------------------------
Title: Secretary
-----------------------------
NELSON COMMUNICATIONS, INC.
By: /s/ JOE L. POWERS
---------------------------------
Title: Secretary
-----------------------------
4
<PAGE> 5
DOMINION PUBLISHERS, INC.
By: /s/ JOE L. POWERS
--------------------------------------
Title: Secretary
--------------------------------------
ROYAL PUBLISHERS, INC.
By: /s/ JOE L. POWERS
--------------------------------------
Title: Secretary
--------------------------------------
WORD COMMUNICATIONS LTD.
By: /s/ JOE L. POWERS
--------------------------------------
Title: Secretary
--------------------------------------
WORD DIRECT MARKETING SERVICES, INC.
By: /s/ JOE L. POWERS
--------------------------------------
Title: Secretary
--------------------------------------
TNI CASSETTE CORP.
By: /s/ JOE L. POWERS
--------------------------------------
Title: Secretary
--------------------------------------
NELSON WORD (UK) LIMITED
By: /s/ JOE L. POWERS
--------------------------------------
Title: Secretary
--------------------------------------
5
