UNITED STATES

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

Date of Report (Date of Earliest Event Reported): ~~February~~March 297, 2012

NBC Acquisition Corp.

(Exact name of registrant as specified in its charter)

Delaware

333-48225

47-0793347

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

4700 South 19^th Street

Lincoln, NE 68501-0529

(Address of principal executive offices)

(402) 421-7300

(Registrant’s telephone number, including area code)

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:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))

Item 78.01. ~~Regulation~~Other ~~FD Disclosure~~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~~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 “Inin 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 ~~February~~March 297, 2012, the Debtors filed their ~~monthly~~Second ~~operating~~Amended ~~report~~Joint ~~for~~Plan ~~the~~of ~~period~~Reorganization ~~from~~of ~~January 1~~Nebraska Book Company, ~~2012~~Inc., toet ~~January 31~~al., ~~2012~~Pursuant to Chapter 11 of the Bankruptcy Code (the “~~Monthly~~Amended ~~Operating Report~~Plan”) ~~with~~and their proposed Disclosure Statement to the ~~Bankruptcy~~Second ~~Court.~~Amended ~~The~~Joint ~~Monthly~~Plan ~~Operating~~of ~~Report~~Reorganization isof ~~attached~~Nebraska asBook ~~Exhibit~~Company, 99Inc.1, ~~and~~et isal., ~~incorporated~~Pursuant ~~herein~~to byChapter ~~reference~~11 of the Bankruptcy Code (the “Amended Proposed Disclosure Statement”).

~~This~~The ~~current~~Amended ~~report~~Plan ~~(including~~is ~~the~~attached ~~exhibits hereto) will not be deemed an admission~~ as toExhibit ~~the materiality of any information required to be disclosed solely by Regulation FD~~99.1 ~~In accordance with General~~and Instruction B.2 of Form 8-K, the information in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference inherein ~~any~~and ~~filing under~~ the ~~Securities~~Amended ~~Act~~Proposed ofDisclosure ~~1933,~~Statement asis ~~amended,~~attached ~~except~~ as ~~shall~~Exhibit be99.2 ~~expressly~~and ~~set~~incorporated ~~forth~~ by ~~specific~~ reference ~~in such a filing~~herein.

~~Cautionary~~The Amended Proposed Disclosure Statement ~~Regarding~~contains financial projections in Exhibit B and liquidation analysis which were prepared for purposes of the Chapter 11 Proceedings (“Financial Information”). ~~Operating~~The ~~Data~~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 Company’s reports pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that information might not be indicative of the Company’s financial condition or operating results that would be reflected in the Company’s 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.

The ~~Company~~Amended ~~cautions~~Plan ~~investors~~is ~~and~~subject ~~potential investors not~~ to ~~place~~confirmation ~~undue~~by ~~reliance upon~~ the ~~information~~Court. ~~contained~~The inCourt ~~the~~has ~~Monthly Operating Report, which was~~ not ~~prepared~~yet ~~for~~approved the ~~purpose~~Amended ~~of providing the~~Proposed ~~basis~~Disclosure ~~for~~Statement anas ~~investment~~containing ~~decision~~adequate ~~relating~~information pursuant to ~~any~~section of1125(b) ~~the securities~~ of the ~~Company.~~Bankruptcy ~~The~~Code ~~Monthly~~for ~~Operating~~use ~~Report is limited~~ in ~~scope, covers a limited time period, and has been prepared solely for~~ the ~~purpose~~solicitation of ~~complying~~acceptances ~~with~~or ~~the~~rejections ~~monthly reporting requirements~~ of the ~~Bankruptcy~~Amended ~~Court~~Plan. ~~The Monthly Operating Report was not audited or reviewed by independent accountants~~Accordingly, ~~was~~the ~~not~~filing ~~prepared~~of ~~in accordance with Generally Accepted Accounting Principles in~~ the ~~United~~Amended ~~States,~~Proposed Disclosure Statement is innot aintended ~~format~~to ~~prescribed by applicable bankruptcy laws~~be, and isshould ~~subject~~not toin ~~future~~any ~~adjustment~~way ~~and reconciliation. There can~~ be noconstrued ~~assurance that~~as, ~~from~~a ~~the~~solicitation ~~perspective~~ of anvotes ~~investor~~on ~~or potential investor in~~ the ~~Company’s~~Amended ~~securities~~Plan, ~~the~~nor ~~Monthly~~should ~~Operating~~the ~~Report is complete. The Monthly Operating Report also contains~~ information ~~for~~contained ~~periods which are shorter or otherwise different from those required~~ in the ~~Company’s~~Amended ~~reports~~Proposed ~~pursuant~~Disclosure toStatement ~~the~~be ~~Exchange~~relied ~~Act,~~on ~~and~~for ~~such~~any ~~information~~purpose ~~might~~until ~~not be indicative of the~~a ~~Company’s~~determination ~~financial~~by ~~condition or operating results for~~ the ~~period~~Court that ~~would be reflected in~~ the ~~Company’s~~Amended ~~financial~~Proposed ~~statements~~Disclosure orStatement incontains ~~its~~adequate ~~reports pursuant to the Exchange Act~~information. ~~Results set forth in the Monthly Operating Report should not be viewed as indicative of future results.~~

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.

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 Company’s 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~~Proceedings on the Company’s business, financial condition or results of operations, including the Company’s ability to maintain contracts and other customer and vendor relationships that are critical to the Company’s business and the actions and decisions of the Company’s creditors and other third parties with interests in the Company’s Chapter 11 Proceedings;

~~customer~~• ~~and~~the ~~vendor~~Company’s ~~relationships~~ability ~~that~~to ~~are~~maintain ~~critical~~adequate liquidity to fund the Company’s ~~business~~operations ~~and~~during the ~~actions~~Chapter 11 Proceedings and ~~decisions~~to fund a plan of reorganization and thereafter, including obtaining sufficient debtor in possession and “exit” financing; maintaining current terms with the Company’s ~~creditors~~vendors and ~~other~~service ~~third~~providers ~~parties~~during the Chapter 11 Proceedings and complying with ~~interests~~the incovenants and other terms of the Company’s ~~Chapter~~financing ~~11 proceedings~~agreements;

• the Company’s ability to ~~maintain~~obtain ~~adequate~~court ~~liquidity~~approval towith ~~fund~~respect ~~the~~to ~~Company’s~~motions ~~operations~~in ~~during~~ the Chapter 11 ~~proceedings~~Proceedings ~~and~~prosecuted tofrom ~~fund~~time ato ~~plan~~time ofand ~~reorganization~~to ~~and~~develop, ~~thereafter~~prosecute, ~~including~~confirm ~~obtaining~~and ~~sufficient~~consummate ~~debtor~~one inor ~~possession~~more ~~and~~plans ~~“exit”~~of ~~financing;~~reorganization ~~maintaining~~with ~~normal~~respect ~~terms~~to ~~with~~ the ~~Company’s~~Chapter ~~vendors~~11 Proceedings and ~~service~~to ~~providers~~consummate ~~during~~all of the ~~Chapter~~transactions 11contemplated ~~proceedings~~by ~~and~~one ~~complying~~or ~~with~~more ~~the~~such ~~covenants~~plans ~~and~~of ~~other~~reorganization ~~terms~~or upon which consummation of ~~the~~such ~~Company’s~~plans ~~financing~~may ~~agreements~~be conditioned;

• the Company’s 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 Company’s SEC filings, in particular the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2011 ~~and its Quarterly Reports on Form 10-Q~~, all of which are difficult or impossible to predict accurately and many of which are beyond the Company’s control.

The risks and uncertainties and the terms of any reorganization plan ultimately confirmed can affect the value of the Company’s 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 Company’s 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 Company’s 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 Company’s forward-looking statements, which represent the Company’s view only as of the date of this Current Report on Form 8-K, and which the Company assumes no obligation to update.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits

99.1 Monthly Operating Report for the period from January 1 to January 31, 2012, filed with the United States Bankruptcy Court for the District of Delaware


99.1		Second 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 Second Amended Joint Plan of Reorganization of Nebraska Book Company, Inc., et al., Pursuant to Chapter 11 of the Bankruptcy Code

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.	~~NBC ACQUISITION CORP.~~
Date: February 29, 2012		/s/ Alexi A. Wellman
Date: March 8, 2012	/s/ Alexi A. Wellman
	Alexi A. Wellman	~~Alexi A. Wellman~~
	Chief Financial Officer	~~Chief Financial Officer~~
	(principal financial officer)	~~(principal financial officer)~~

EXHIBIT INDEX

Exhibit Number		Description
99.1		~~Monthly~~Second ~~Operating~~Amended ~~Report~~Joint ~~for~~Plan ~~the~~of ~~period~~Reorganization ~~from~~of ~~January~~Nebraska 1,Book ~~2012 to January 31~~Company, ~~2012~~Inc., ~~filed~~et ~~with~~al., ~~the~~Pursuant ~~United~~to ~~States~~Chapter ~~Bankruptcy~~11 ~~Court~~of ~~for~~ the ~~District~~Bankruptcy ~~of Delaware~~Code
99.2		Disclosure Statement to the Second Amended Joint Plan of Reorganization of Nebraska Book Company, Inc., et al., Pursuant to Chapter 11 of the Bankruptcy Code

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