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: April 15, 1997
NEW ENGLAND BUSINESS SERVICE, INC.
(Exact name of registrant as specified in its charter)
Delaware 04-2942374
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
500 Main Street, Groton, MA 01471
(Address of principal executive offices) (ZIP Code)
Registrant's telephone number, including area code: (508) 448-6111
Item 2. Acquisition or Disposition of Assets
On March 31, 1997, New England Business Service, Inc. (NEBS)
acquired all of the assets and assumed certain liabilities of Chiswick
Trading, Inc. (Chiswick) for consideration of approximately $34,600,000
in cash and approximately $8,400,000 in shares of NEBS common stock,
for an aggregate purchase price of $43,000,000. The source of the cash for
the purchase price was a loan made to NEBS in the ordinary course of
business under its revolving line of credit with The First National Bank of
Boston and Fleet National Bank, as lenders and agents thereunder, and
certain other financial institutions.
Chiswick markets a line of retail and industrial packaging, shipping
and warehouse supplies sold primarily to small wholesalers, manufacturers
and retailers. NEBS intends to continue to use the assets acquired from
Chiswick for these purposes. Chiswicks headquarters are located in
Sudbury, Massachusetts, where Chiswick will continue to operate as a
division of NEBS.
In negotiating the amount of consideration to be paid for the assets
of Chiswick, NEBS considered, among other things, the following factors
with respect to Chiswick: historical and projected financial results, the
quality and performance of management, the market values of comparable
public companies, and the projected financial performance of Chiswick
and NEBS on a combined basis.
There is no material relationship between NEBS and Chiswick or
any of their respective officers, directors or stockholders, other than the
Asset Purchase Agreement pursuant to which the acquisition was made
and the other agreements pertaining thereto, including without limitation
the lease agreements for real property. Upon consummation of the transaction,
Theodore Pasquarello, Chiswick's sole shareholder, was named an Exective Vice
President of NEBS.
Item 5. Other Events.
NEBS entered into a Revolving Credit Agreement, dated as of
March 26, 1997, with The First National Bank of Boston and Fleet
National Bank (together with certain other financial institutions, the
Banks), The First National Bank of Boston, as agent for the Banks, and
Fleet National Bank, as documentation agent for the Banks. The
Revolving Credit Agreement provides for a revolving line of credit to
NEBS of $60,000,000.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
It is impracticable at this time to provide the financial statements of the
business acquired for the periods specified in Rule 3-05(b) of Regulation S-
X. These financial statements will be filed by amendment hereto within 60
days of the date this Report on Form 8-K is required to be filed.
(b) Pro Forma Financial Information
It is impracticable at this time to provide the pro forma information
required by Article 11 of Regulation S-X. This pro forma information will
be filed by amendment hereto within 60 days of the date this Report on
Form 8-K is required to be filed.
(c) Exhibits
Exhibit Number
2.1 Asset Purchase Agreement by and among New England Business
Service, Inc., Chiswick Trading, Inc. and Theodore Pasquarello
dated as of March 31, 1997.
2.2 Agreement to Furnish Copies of Omitted Schedules and Exhibits to
Asset Purchase Agreement dated as of March 31, 1997.
10.1 Revolving Credit Agreement dated as of March 26, 1997, by and
among New England Business Service, Inc., The First National
Bank of Boston and Fleet National Bank (together with certain
other financial institutions, the Banks), The First National Bank
of Boston, as agent for the Banks, and Fleet National Bank, as
documentation agent for the Banks.
10.2 Agreement to Furnish Copies of Omitted Schedules and Exhibits to
Revolving Credit Agreement dated March 26, 1997.
24.1 Consent of Independent Accountants. (To be filed by amendment.)
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 under-
signed hereunto duly authorized.
NEW ENGLAND BUSINESS SERVICE, INC.
Registrant
DATED: April 15, 1997 By: /s/ John F. Fairbanks
John F. Fairbanks
VP, Chief Financial Officer