Thomas Nelson Inc, et al. – ‘SC 14D1/A’ on 11/8/95 re: Gibson C R Co Inc, et al.

As of:  Wednesday, 11/8/95   ·   Accession #:  950144-95-3022   ·   File #s:  5-16451 (SC 13D/A), 5-16451

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Amendment to Tender-Offer Statement — Third-Party Tender Offer   —   Schedule 14D-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 14D1/A   Schedule 14D1 Amend#4 & Schedule 13D Amend#2           4     19K 
 2: EX-99.(A)(13)  Notice of Merger                                   10     49K 
 3: EX-99.(A)(14)  Letter of Transmittal                              10     54K 

SC 14D1/A   —   Schedule 14D1 Amend#4 & Schedule 13D Amend#2
Document Table of Contents

SC 14D1/A
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 8, 1995

--------------------- 

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

--------------------- 

SCHEDULE 14D-1
Tender Offer Statement
Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
(Amendment No. 4 -- Final Amendment)

and 

SCHEDULE 13D
Under the Securities Exchange Act of 1934 
(Amendment No. 2) 

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 4

SC 14D1/A
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TENDER OFFER

    This Amendment No. 4 to Schedule 14D-1 and Amendment No. 2 to Schedule 13D
is being filed by Thomas Nelson, Inc., a Tennessee corporation (the "Parent"),  
and Nelson Acquisition Corp., a Delaware corporation and wholly-owned subsidiary
of the Parent (the "Offeror"), to amend and supplement the Tender Offer         
Statement on Schedule 14D-1 and Schedule 13D, originally filed by the Parent and
the Offeror on September 19, 1995, as amended September 27, 1995, October 16,   
1995, and November 1, 1995 (which, together with any amendments hereto or       
thereto, collectively constitute the "Schedule"), with respect to 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 (the "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 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDERS.      

  Item 5(a), (f) and (g) is hereby supplemented to include the information
set forth in Item 6 of this Amendment.                                          

ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.                          

Item 6 is hereby supplemented as follows:                             

       The Offer expired at 12:00 Midnight, New York City Time, on Monday,
 October 30, 1995. The expiration and successful completion of the Offer
     were disclosed in a Press Release, dated October 31, 1995, previously filed
 as Exhibit (a)(12) hereto. Pursuant to the Offer, 7,189,837 shares were
    validly tendered and accepted for payment, resulting in total ownership by
     the Parent and the Offerer of approximately 92.7% of the outstanding Shares
    on a fully diluted basis. On November 7, 1995, the Parent, the Offeror and
  the Company consummated the merger (the "Merger") as contemplated in the
  Tender Offer and Merger Agreement, dated as of September 13, 1995 and as
  amended October 16, 1995, among the Parent, the Offeror and the Company,
    previously filed as Exhibits (c)(1) and (c)(14) hereto. As a result of the
     Merger, the Offeror was merged into the Company, with the Company being the
surviving corporation and a wholly owned subsidiary of the Parent.    

       As a result of the consummation of the Offer and Merger, the Shares
became eligible for termination of registration pursuant to Section   
    12(g)(4) of the Securities Exchange Act of 1934, as amended (the "Exchange
  Act"). On November 8, 1995, the Company filed a certification on Form 15
   with the Securities and Exchange Commission, suspending its obligation to
   file reports pursuant to Section 13 or Section 15(d) of the Exchange Act,
and the Shares ceased to be traded on the American Stock Exchange.    
  Stockholders holding Shares not previously tendered will be contacted by
    SunTrust Bank, Atlanta, as Exchange Agent, with instructions regarding the
exchange of their Shares for cash.                                    

 The foregoing description is qualified in its entirety by the
information set forth in the Notice of Merger, dated November 8, 1995,
filed as Exhibit (a)(13) hereto, describing the Merger and the related
Letter of Transmittal, filed as Exhibit (a)(14) hereto, containing    
    instructions regarding the exchange of Shares not tendered pursuant to the
Offer.                                                                

ITEM 10. ADDITIONAL INFORMATION.                                                

   Item 10(f) is hereby supplemented to include the information set forth in
Item 6 of this Amendment.                                                       

ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.                                      

Item 11 is hereby amended to add the following exhibits:              

(a)(13) Notice of Merger, dated November 8, 1995.           

          (a)(14) Letter of Transmittal to accompany Notice of Merger (including
Guidelines for Certification of Taxpayer Identification Number on     
Substitute Form W-9).                                                 

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SC 14D1/A
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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. 

                                                                [Download Table]
                        
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 8, 1995                                                                

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SC 14D1/A
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INDEX TO EXHIBITS 

                                                        [Enlarge/Download Table]

  EXHIBIT                                                                            
    NO.                                  DESCRIPTION                                 
-----------------------------------------------------------------------------------  
                                                                                     
  (a)(13)  -- Notice of Merger dated November 8, 1995.                               
  (a)(14)  -- Letter of Transmittal to accompany Notice of Merger (including         
              Guidelines for Certification of Taxpayer Identification Number on      
              Substitute Form W-9).                                                  

 4

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 14D1/A’ Filing		Date		First		Last			Other Filings
Filed on:		11/8/95		1		4			15-12G
		11/7/95		2					8-K
		11/1/95		2					SC 13D/A,  SC 14D1/A
		10/31/95		2					8-K
		10/30/95		2
		10/16/95		2					SC 14D9/A
		9/27/95		2					SC 14D1/A
		9/19/95		2					SC 13D,  SC 14D1,  SC 14D9
		9/13/95		2
									List all Filings