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<P style="font-size: 14pt" align="center"><B>UNITED STATES<BR>
SECURITIES AND
EXCHANGE COMMISSION<BR>
<FONT style="font-size: 12pt">Washington, D.C. 20549
</FONT></B>

<P style="font-size: 18pt" align="center"><B>FORM 8-K</B>

<P style="font-size: 12pt" align="center"><B>CURRENT REPORT<BR>
Pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934</B>

<P style="font-size: 10pt" align="center"><B>Date of Report (Date of earliest
event reported): February 3, 2009</B>


<P style="font-size: 24pt" align="center"><B>Nebraska Book Company,
Inc.<BR>
</B><FONT style="font-size: 10pt">(Exact name of registrant as
specified in its charter) </FONT>
<TABLE style="font-size: 10pt; text-align: center" cellspacing="0"
cellpadding="0" width="100%" border="0">

 <TR>
  <TD width="32%">&nbsp;</TD>
  <TD width="1%">&nbsp;</TD>
  <TD width="33%">&nbsp;</TD>
  <TD width="1%">&nbsp;</TD>
  <TD width="32%">&nbsp;</TD>
 </TR>
 <TR valign="bottom">
  <TD style="border-bottom: #000000 1px solid"><B>Kansas</B></TD>
  <TD>&nbsp;</TD>
  <TD style="border-bottom: #000000 1px solid"><B>333-48221</B></TD>
  <TD>&nbsp;</TD>
  <TD style="border-bottom: #000000 1px solid"><B>47-0549819</B></TD>
 </TR>
 <TR valign="top">
  <TD>(State or other Jurisdiction of Incorporation)</TD>
  <TD>&nbsp;</TD>
  <TD>(Commission File Number)</TD>
  <TD>&nbsp;</TD>
  <TD>(IRS Employer Identification No.)</TD>
 </TR>

</TABLE>
<TABLE style="font-size: 10pt; text-align: center" cellspacing="0"
cellpadding="0" width="100%" border="0">

 <TR>
  <TD width="49%">&nbsp;</TD>
  <TD width="1%">&nbsp;</TD>
  <TD width="49%">&nbsp;</TD>
 </TR>
 <TR valign="bottom">
  <TD style="border-bottom: #000000 1px solid"><B>4700 South 19<SUP>th</SUP>
Street<BR>
Lincoln, NE<BR>
</B></TD>
  <TD>&nbsp;</TD>
  <TD style="border-bottom: #000000 1px solid"><B>68501-0529</B></TD>
 </TR>
 <TR valign="top">
  <TD>(Address of Principal Executive Offices)</TD>
  <TD>&nbsp;</TD>
  <TD>(Zip Code)</TD>
 </TR>

</TABLE>


<P style="font-size: 10pt" align="center">Registrant&#8217;s telephone number,
including area code: <B>(402) 421-7300</B>
<TABLE style="font-size: 10pt; text-align: center" cellspacing="0"
cellpadding="0" width="30%" border="0">

 <TR>
  <TD width="100%">&nbsp;</TD>
 </TR>
 <TR>
  <TD style="border-bottom: #000000 1px solid" nowrap><B>&nbsp;</B></TD>
 </TR>
 <TR>
  <TD nowrap>(Former name or former address if changed since last report.)</TD>
 </TR>

</TABLE>


<P style="font-size: 10pt" align="left">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:

<P style="font-size: 10pt" align="left"><FONT face="Wingdings">o</FONT> Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)<BR>
<BR>
<FONT face="Wingdings">o</FONT> Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)<BR>
<BR>
<FONT
face="Wingdings">o</FONT> Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))<BR>
<BR>
<FONT
face="Wingdings">o</FONT> Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))<BR>


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</DIV>

<P style="font-size: 10pt" align="center">&nbsp;

<P style="display: none; font-size: 10pt" align="center">1
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<DIV
style="margin-left: 0.25in; width: 7.2in; font-family: 'Times New Roman',Times,serif">

<P style="font-size: 10pt" align="center"><B>SECTION 1 &#8211;
REGISTRANT&#8217;S BUSINESS AND OPERATIONS</B>

<P style="font-size: 10pt" align="left"><B>ITEM 1.01 &#8212; ENTRY INTO A
MATERIAL DEFINITIVE AGREEMENT.</B>

<P style="font-size: 10pt" align="left">Effective as of February&nbsp;3, 2009,
Nebraska Book Company, Inc. (&#8220;<U>Nebraska</U> <U>Book</U>&#8221;),
amended its Amended and Restated Credit Agreement, dated as of
February&nbsp;13, 1998, as amended and restated as of December&nbsp;10, 2003,
as further amended and restated as of March&nbsp;4, 2004, and as amended by the
First Amendment thereto, dated as of August&nbsp;6, 2004, the Second Amendment
thereto, dated as of October&nbsp;20, 2004, the Third Amendment thereto, dated
as of August&nbsp;1, 2005, the Fourth Amendment thereto, dated as of
April&nbsp;26, 2006, and the Fifth Amendment thereto, dated as of
March&nbsp;30, 2007 (the &#8220;<U>Credit</U> <U>Agreement</U>&#8221;), among
Nebraska Book, NBC Holdings Corp., NBC Acquisition Corp., the lenders party
from time to time thereto, JPMorgan Chase Bank, N.A. (formerly known as
JPMorgan Chase Bank), as administrative agent and collateral agent, Citigroup
Global Markets Inc., as syndication agent, and Bank of America, N.A. (as
successor by merger to Fleet National Bank) and Wells Fargo Bank N.A., as
co-documentation agents, to, among other things, (i)&nbsp;extend the maturity
date of its Revolving Credit Facility from March&nbsp;4, 2009 to May&nbsp;31,
2010 (the &#8220;<U>Credit</U> <U>Facility</U>&#8221;), (ii)&nbsp;decrease the
maximum borrowing capacity under the Credit Facility to $65 million, and
(iii)&nbsp;amend certain definitions and financial covenants under the Senior
Credit Facility (the &#8220;<U>Sixth</U> <U>Amendment</U>&#8221;).

<P style="font-size: 10pt" align="left">The foregoing description of the Credit
Agreement and the Sixth Amendment is qualified in its entirety by reference to
the full text of the Credit Agreement and the Sixth Amendment filed as an
exhibit hereto.

<P style="font-size: 10pt" align="left">There is no material non-banking
relationship between the Registrant or its affiliates and any of the other
parties to the Credit Agreement.

<P style="font-size: 10pt" align="center"><B>SECTION 2 &#8211; FINANCIAL
INFORMATION</B>

<P style="font-size: 10pt" align="left"><B>ITEM 2.03 &#8212; CREATION OF A
DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET
ARRANGEMENT OF A REGISTRANT.</B>

<P style="font-size: 10pt" align="left">The information included in
Item&nbsp;1.01 above regarding the Credit Agreement and the Sixth Amendment
thereto is incorporated by reference into this Item&nbsp;2.03.

<P style="font-size: 10pt" align="center"><B>SECTION 9 &#8211; FINANCIAL
STATEMENTS AND EXHIBITS</B>

<P style="font-size: 10pt" align="left"><B>ITEM 9.01 &#8211; FINANCIAL
STATEMENTS AND EXHIBITS.</B>

<P style="font-size: 10pt" align="left">(d)&nbsp;&nbsp;Exhibits.

<P>
<TABLE style="font-size: 10pt" cellspacing="0" cellpadding="0" width="100%"
border="0">

 <TR
style="font-size: 10pt; background: none transparent scroll repeat 0% 0%; color: #000000"
valign="top">
  <TD nowrap align="left" width="3%">10.1</TD>
  <TD width="1%">&nbsp;</TD>
  <TD>Sixth Amendment, dated as of February&nbsp;3, 2009, to the Amended and
Restated Credit Agreement, dated as of February 13, 1998, as amended and
restated as of December&nbsp;10, 2003, as further amended and restated as of
March&nbsp;4, 2004, and as amended by the First Amendment thereto, dated as of
August&nbsp;6, 2004, the Second Amendment thereto, dated as of October&nbsp;20,
2004, the Third Amendment thereto, dated as of August&nbsp;1, 2005, the Fourth
Amendment thereto, dated as of April&nbsp;26, 2006, and the Fifth Amendment
thereto, dated as of March&nbsp;30, 2007, among Nebraska Book Company, Inc.,
NBC Holdings Corp., NBC Acquisition Corp., the lenders party from time to time
thereto, JPMorgan Chase Bank, N.A. (formerly known as JPMorgan Chase Bank), as
administrative agent and collateral agent, Citigroup Global Markets Inc., as
syndication agent, and Bank of America, N.A. (as successor by merger to Fleet
National Bank) and Wells Fargo Bank N.A., as co-documentation agents.</TD>
 </TR>

</TABLE>


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<P style="font-size: 10pt" align="left"><B>SAFE HARBOR REGARDING FORWARD
LOOKING STATEMENTS</B>.

<P style="font-size: 10pt" align="left">This Form 8-K (including the Exhibits
hereto) contains forward-looking statements that are made pursuant to the safe
harbor provisions of Section&nbsp;21E of the Securities Exchange Act of 1934.
These forward-looking statements do not constitute guarantees of future
performance. Such forward-looking statements are subject to a number of risks
and uncertainties that could cause actual results to differ materially from
those anticipated by the forward-looking statements. More information about
potential factors that could affect Nebraska Book&#8217;s business and
financial results are included in Nebraska Book&#8217;s Annual Report on Form
10-K for the fiscal year ended March&nbsp;31, 2008 and Quarterly Report on Form
10-Q for the quarterly period ended September&nbsp;30, 2008, which are on file
with the Securities and Exchange Commission and available at the Security and
Exchange Commission&#8217;s website at http://www.sec.gov. Nebraska Book
assumes no obligation to update any forward-looking information contained in
this Form 8-K.

<P style="font-size: 10pt" align="center">&nbsp;

<P style="display: none; font-size: 10pt" align="center">3
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<P style="font-size: 10pt" align="center"><B>SIGNATURES</B>

<P style="font-size: 10pt; text-indent: 2%" align="left">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.

<P style="font-size: 10pt; margin-left: 45%" align="left"><B>NEBRASKA BOOK
COMPANY, INC.</B>

<P style="font-size: 10pt; text-indent: 2%" align="left">Date: February&nbsp;4,
2009

<P style="margin-top: -11pt; font-size: 10pt; margin-left: 45%"
align="left"><U><B>/</B>s/ Alan G. Siemek&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U> <BR>
Alan G. Siemek <BR>
Chief
Financial Officer, Senior Vice President of Finance and Administration,
Treasurer and Assistant Secretary

<P style="font-size: 10pt" align="center">&nbsp;

<P style="font-size: 10pt" align="center">&nbsp;

<P style="display: none; font-size: 10pt" align="center">4
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<P style="font-size: 10pt" align="center">EXHIBIT INDEX
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" cellpadding="0" width="100%"
border="0">
<!-- Begin Table Head -->

 <TR valign="bottom">
  <TD width="8%">&nbsp;</TD>
  <TD width="5%">&nbsp;</TD>
  <TD width="87%">&nbsp;</TD>
 </TR>
 <TR style="font-size: 10pt" valign="bottom">
  <TD style="border-bottom: #000000 1px solid" nowrap align="left"><B>Exhibit
No.</B></TD>
  <TD>&nbsp;</TD>
  <TD style="border-bottom: #000000 1px solid" nowrap
align="center"><B>Description</B></TD>
 </TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
 <TR valign="bottom">
  <TD valign="top">
<DIV style="margin-left: 0px; text-indent: 0px"><B>&nbsp;</B>&nbsp;</DIV>
</TD>
  <TD>&nbsp;</TD>
  <TD valign="top" align="left"><B>&nbsp;</B></TD>
 </TR>
 <TR valign="bottom">
  <TD valign="top">
<DIV style="margin-left: 0px; text-indent: 0px">10.1 </DIV>
</TD>
  <TD>&nbsp;</TD>
  <TD valign="top" align="left">Sixth Amendment, dated as of February&nbsp;3,
2009, to the Amended and Restated Credit Agreement, dated as of
February&nbsp;13, 1998, as amended and restated as of December&nbsp;10, 2003,
as further amended and restated as of March&nbsp;4, 2004, and as amended by the
First Amendment thereto, dated as of August&nbsp;6, 2004, the Second Amendment
thereto, dated as of October&nbsp;20, 2004, the Third Amendment thereto, dated
as of August&nbsp;1, 2005, the Fourth Amendment thereto, dated as of
April&nbsp;26, 2006, and the Fifth Amendment thereto, dated as of
March&nbsp;30, 2007, among Nebraska Book Company, Inc., NBC Holdings Corp., NBC
Acquisition Corp., the lenders party from time to time thereto, JPMorgan Chase
Bank, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent and
collateral agent, Citigroup Global Markets Inc., as syndication agent, and Bank
of America, N.A. (as successor by merger to Fleet National Bank) and Wells
Fargo Bank N.A., as co-documentation agents.</TD>
 </TR>
<!-- End Table Body -->

</TABLE>
</DIV>

<P style="font-size: 10pt" align="center">&nbsp;

<P style="display: none; font-size: 10pt" align="center">5
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{"company-data": {"conformed-name": "NEBRASKA BOOK CO", "cik": "0001056758", "assigned-sic": "5190", "irs-number": "470549819", "state-of-incorporation": "KS", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "333-48221", "film-number": "09569556"}, "business-address": {"street1": "4700 SOUTH 19TH ST", "city": "LINCOLN", "state": "NE", "zip": "68501-0529", "phone": "4024217300"}, "mail-address": {"street1": "4700 SOUTH 19TH ST", "city": "LINCOLN", "state": "NE", "zip": "68501-0529"}}
Filed by Bowne Pure Compliance
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 3, 2009
Nebraska Book Company,
Inc.
(Exact name of registrant as
specified in its charter)
Kansas
333-48221
47-0549819
(State or other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
4700 South 19
th
Street
Lincoln, NE
68501-0529
(Address of Principal Executive Offices)
(Zip Code)
Registrant's telephone number,
including area code:
(402) 421-7300
(Former name or former address if changed since last report.)
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:
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
SECTION 1 –
REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 — ENTRY INTO A
MATERIAL DEFINITIVE AGREEMENT.
Effective as of February 3, 2009,
Nebraska Book Company, Inc. ("
Nebraska
Book
"),
amended its Amended and Restated Credit Agreement, dated as of
February 13, 1998, as amended and restated as of December 10, 2003,
as further amended and restated as of March 4, 2004, and as amended by the
First Amendment thereto, dated as of August 6, 2004, the Second Amendment
thereto, dated as of October 20, 2004, the Third Amendment thereto, dated
as of August 1, 2005, the Fourth Amendment thereto, dated as of
April 26, 2006, and the Fifth Amendment thereto, dated as of
March 30, 2007 (the "
Credit
Agreement
"), among
Nebraska Book, NBC Holdings Corp., NBC Acquisition Corp., the lenders party
from time to time thereto, JPMorgan Chase Bank, N.A. (formerly known as
JPMorgan Chase Bank), as administrative agent and collateral agent, Citigroup
Global Markets Inc., as syndication agent, and Bank of America, N.A. (as
successor by merger to Fleet National Bank) and Wells Fargo Bank N.A., as
co-documentation agents, to, among other things, (i) extend the maturity
date of its Revolving Credit Facility from March 4, 2009 to May 31,
2010 (the "
Credit
Facility
"), (ii) decrease the
maximum borrowing capacity under the Credit Facility to $65 million, and
(iii) amend certain definitions and financial covenants under the Senior
Credit Facility (the "
Sixth
Amendment
").
The foregoing description of the Credit
Agreement and the Sixth Amendment is qualified in its entirety by reference to
the full text of the Credit Agreement and the Sixth Amendment filed as an
exhibit hereto.
There is no material non-banking
relationship between the Registrant or its affiliates and any of the other
parties to the Credit Agreement.
SECTION 2 – FINANCIAL
INFORMATION
ITEM 2.03 — CREATION OF A
DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET
ARRANGEMENT OF A REGISTRANT.
The information included in
Item 1.01 above regarding the Credit Agreement and the Sixth Amendment
thereto is incorporated by reference into this Item 2.03.
SECTION 9 – FINANCIAL
STATEMENTS AND EXHIBITS
ITEM 9.01 – FINANCIAL
STATEMENTS AND EXHIBITS.
(d)  Exhibits.
10.1
Sixth Amendment, dated as of February 3, 2009, to the Amended and
Restated Credit Agreement, dated as of February 13, 1998, as amended and
restated as of December 10, 2003, as further amended and restated as of
March 4, 2004, and as amended by the First Amendment thereto, dated as of
August 6, 2004, the Second Amendment thereto, dated as of October 20,
2004, the Third Amendment thereto, dated as of August 1, 2005, the Fourth
Amendment thereto, dated as of April 26, 2006, and the Fifth Amendment
thereto, dated as of March 30, 2007, among Nebraska Book Company, Inc.,
NBC Holdings Corp., NBC Acquisition Corp., the lenders party from time to time
thereto, JPMorgan Chase Bank, N.A. (formerly known as JPMorgan Chase Bank), as
administrative agent and collateral agent, Citigroup Global Markets Inc., as
syndication agent, and Bank of America, N.A. (as successor by merger to Fleet
National Bank) and Wells Fargo Bank N.A., as co-documentation agents.
SAFE HARBOR REGARDING FORWARD
LOOKING STATEMENTS
.
This Form 8-K (including the Exhibits
hereto) contains forward-looking statements that are made pursuant to the safe
harbor provisions of Section 21E of the Securities Exchange Act of 1934.
These forward-looking statements do not constitute guarantees of future
performance. Such forward-looking statements are subject to a number of risks
and uncertainties that could cause actual results to differ materially from
those anticipated by the forward-looking statements. More information about
potential factors that could affect Nebraska Book's business and
financial results are included in Nebraska Book's Annual Report on Form
10-K for the fiscal year ended March 31, 2008 and Quarterly Report on Form
10-Q for the quarterly period ended September 30, 2008, which are on file
with the Securities and Exchange Commission and available at the Security and
Exchange Commission's website at http://www.sec.gov. Nebraska Book
assumes no obligation to update any forward-looking information contained in
this Form 8-K.
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.
NEBRASKA BOOK
COMPANY, INC.
Date: February 4,
2009
/
s/ Alan G. Siemek
Alan G. Siemek
Chief
Financial Officer, Senior Vice President of Finance and Administration,
Treasurer and Assistant Secretary
EXHIBIT INDEX
Exhibit
No.
Description
10.1
Sixth Amendment, dated as of February 3,
2009, to the Amended and Restated Credit Agreement, dated as of
February 13, 1998, as amended and restated as of December 10, 2003,
as further amended and restated as of March 4, 2004, and as amended by the
First Amendment thereto, dated as of August 6, 2004, the Second Amendment
thereto, dated as of October 20, 2004, the Third Amendment thereto, dated
as of August 1, 2005, the Fourth Amendment thereto, dated as of
April 26, 2006, and the Fifth Amendment thereto, dated as of
March 30, 2007, among Nebraska Book Company, Inc., NBC Holdings Corp., NBC
Acquisition Corp., the lenders party from time to time thereto, JPMorgan Chase
Bank, N.A. (formerly known as JPMorgan Chase Bank), as administrative agent and
collateral agent, Citigroup Global Markets Inc., as syndication agent, and Bank
of America, N.A. (as successor by merger to Fleet National Bank) and Wells
Fargo Bank N.A., as co-documentation agents.