Nebraska Book, parent tender for 8¾%, 10¾% notes, also try again to amend indentures

New York, Feb. 5 - Nebraska Book Co. Inc. and its corporate parent, NBC Acquisition Corp. (B3/B-), said that they have begun separate but concurrent tender offers for all $110 million of Nebraska Book's outstanding 8¾% senior subordinated notes due 2008 and all $76 million outstanding principal amount of NBC Acquisitions' 10¾% subordinated discount debentures due 2009.

The two companies are also soliciting consent of the respective noteholders to proposed changes in the indentures governing the two series of securities - something which they unsuccessfully tried to do last fall.

Nebraska Book and NBC Acquisition set separate but concurrent consent deadlines of 5 p.m. ET Feb. 18 and said that their respective tender offers would each expire at midnight ET March 3, with all deadlines subject to possible extension.

Nebraska Book is offering all tendering holders of its 8¾% notes a purchase price of $1,027.92 per $1,000 principal amount of notes tendered and accepted for purchase, as well as accrued and unpaid interest up to, but not including, the payment date. Noteholders who tender their notes by the consent deadline will receive an additional $1.25 per $1,000 principal amount consent payment.

NBC Acquisition is offering all tendering holders of its 10¾% debentures a purchase price of $1,034.58 per $1,000 principal amount of notes tendered and accepted for purchase, as well as accrued and unpaid interest up to, but not including, the payment date. Debenture holders who tender their notes by the consent deadline will receive an additional $1.25 per $1,000 principal amount consent payment.

In connection with the tender offers, Nebraska Book and NBC Acquisition are soliciting consents from holders of the notes and the debentures to amend certain provisions in those securities' respective indentures. It is the second attempt by the two companies to do this within the past four months.

On Oct. 23, the two companies announced that their solicitation of holder consents to changes in the indentures of the notes and the debentures, which had begun on Oct. 7, expired as scheduled on Oct. 22 without the companies having received the requisite number of consents from their holders to amend the indentures.

In the current consent solicitations, Nebraska Book wants the holders of its 8¾% notes to approve indenture amendments that would eliminate several indenture provisions, while NBC Acquisition is asking its 10¾% debenture holders to also approve similar amendments that would eliminate similar provisions:

Article III - Covenants (Sections 3.2 through 3.14 and 3.17 only);

Article IV - Successor Company (Subsection 4.1(iii) only); and

Article VI - Defaults and Remedies (Subsections 6.1(6), 6.1(9) and 6.1(10)).

Adoption of the proposed amendments requires the consent of the holders of at least a majority in principal amount of the notes or the debentures, respectively. If these proposed amendments become operative, they will also delete any corresponding provisions in the notes or in the debentures themselves.

Nebraska Book and NBC Acquisition said they are tendering for the notes and debentures in connection with a proposed recapitalization transaction, in which funds affiliated with Weston Presidio Capital (which currently holds some 32.1% of the outstanding capital stock of NBC Acquisition) will acquire control over substantially all of the rest of the outstanding capital stock of the company.

After the recapitalization, Weston Presidio Capital will directly or indirectly hold some 93.4% of the outstanding capital stock of NBC Acquisition with the remaining 6.6% of capital stock to be held by members of the management of Nebraska Book and NBC Acquisition. The recapitalization transaction will include the refinancing of the Nebraska Book's existing senior secured credit facility and the incurrence of other debt.

JPMorgan (call 212 270-9153) and Citigroup (call 800 558-3745 or 212 723-6106) will be the dealer-managers and solicitation agents. Global Bondholder Services Corp. is the information agent (call 212 430-3774 or 866 857-2200.)

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