SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
November 21, 1995 (November 7, 1995)
Thomas Nelson, Inc.
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(Exact Name of Registrant as Specified in Charter)
Tennessee 0-4095 62-0679364
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(State or other (Commission File (I.R.S. Employer
Jurisdiction Number) Identification
of Incorporation) No.)
Nelson Place at Elm Hill Pike
Nashville, Tennessee 37214
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(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code: 615/889-9000
Item 2. Acquisition or Disposition of Assets.
This Current Report on Form 8-K is being filed by Thomas
Nelson, Inc. (the "Company") to report the consummation of the
acquisition of The C.R. Gibson Company ("C.R. Gibson"), a
Delaware corporation, in accordance with the terms of that
certain Tender Offer and Merger Agreement, dated as of September
13, 1995, as amended by Amendment No. 1 thereto, dated as of
October 16, 1995 (as amended, the "Merger Agreement"), by and
between the Company, Nelson Acquisition Corp. (the "Offeror"), a
Delaware corporation and a wholly-owned subsidiary of the Parent,
and C.R. Gibson. C.R. Gibson is a leading designer, manufacturer
and distributor of paper gift products, including baby and
wedding memory books, stationery, gift wrap, greeting cards and
other products.
The acquisition consisted of a two-step transaction,
including a cash tender offer to purchase all outstanding shares
of C.R. Gibson common stock for $9 per share, net to the seller
in cash (the "Offer"), and a merger of the Offeror with and into
C.R. Gibson, with C.R. Gibson being the surviving corporation
(the "Merger"). The Offer, which expired at 12:00 Midnight, New
York City Time, on Monday, October 30, 1995, resulted in the
valid tender and acceptance for payment of 7,189,837 shares of
C.R. Gibson common stock, resulting in total ownership by the
Company and the Offeror of approximately 92.7% of the outstanding
shares on a fully diluted basis. The Merger became effective on
November 7, 1995, upon the filing of Articles of Merger with the
Delaware Secretary of State. As a result of the Merger, C.R.
Gibson is a wholly-owned subsidiary of the Company. Total
consideration to be paid in the acquisition will be approximately
$67.4 million.
The source of funds for the C.R. Gibson acquisition was
obtained through an amendment to the Company's existing unsecured
bank credit facilities (the "Credit Facilities") to increase the
funds available thereunder by $60 million from $105 million to
$165 million, pursuant to that certain Fifth Amendment to Credit
Agreement, dated as of October 31, 1995, among the Company,
SunTrust Bank, Nashville, N.A. (formerly known as Third National
Bank in Nashville), First National Bank of Louisville, First
American National Bank in Nashville, NationsBank of Texas, N.A.
in Dallas, and Creditanstalt-Bankverein in New York.
Item 7. Financial Statements, Pro forma Financial Information
and Exhibits.
(a) *Financial Statements:
Report of Independent Auditors
Consolidated balance sheets of C.R. Gibson as of
December 31, 1993 and 1994.
Consolidated statements of income, cash flows and
shareholders equity of C.R. Gibson for each of the
years ended December 31, 1993 and 1994.
Notes to Financial Statements
Unaudited consolidated balance sheet of C.R. Gibson as
of September 30, 1995
Unaudited statements of income, cash flows and
shareholders equity of C.R. Gibson for the nine
month period ending September 30, 1995.
(b) *Pro Forma Financial Information:
Pro Forma consolidated balance sheet of Thomas Nelson,
Inc. as of September 30, 1995 giving effect to the
acquisition of C.R. Gibson as of September 30, 1995.
Pro Forma consolidated statements of income of Thomas
Nelson, Inc. for the twelve months ended March 31,
1995 and for the six month periods ended September
30, 1994 and 1995 giving effect to the acquisition
of C.R. Gibson as if such transaction had occurred
as of April 1, 1994.
*The financial statements and pro forma financial
information required by Items 7(a) and 7(b) are not being
filed at this time. The Company anticipates filing this
information under an amendment to this Form 8-K on or about
January 21, 1996.
(c) Exhibits:
(2) Tender Offer and Merger Agreement, dated as of
September 13, 1995, as amended by Amendment No. 1,
dated as of October 16, 1995, among the Company,
Offeror and C.R. Gibson (filed as Exhibits (c)(1) and
(c)(14) to the Company's joint Tender Offer Statement
on Schedule 14D-1/Schedule 13D filed September 19,
1995, as amended, and is incorporated herein by
reference).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on behalf by the undersigned hereunto duly authorized.
THOMAS NELSON, INC.
By: /s/ Joe L. Powers
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Joe L. Powers
Executive Vice President
Date: November 21, 1995
0404397.02
