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FILED PURSUANT TO RULE 424(b)(3)
UNDER THE SECURITIES ACT OF 1933 AND
RELATING TO REGISTRATION STATEMENT
ON FORM S-3 (NO. 33-64695)
144,436 SHARES
THOMAS NELSON, INC.
COMMON STOCK
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All of the 144,436 shares (the "Shares") of Common Stock, par value
$1.00 per share (the "Common Stock"), of Thomas Nelson, Inc. (the "Company")
offered hereby are being offered by certain shareholders of the Company (the
"Selling Shareholders"). See "Selling Shareholders." The Company will not
receive any proceeds from the sale of the Common Stock offered hereby.
The Shares may be sold from time to time in brokerage transactions at
prevailing market prices through J.C. Bradford & Co. or others in privately
negotiated transactions for the account of each of the Selling Shareholders or
others at prices at or near the market price or in other privately negotiated
transactions. See "Plan of Distribution."
The Company has agreed to bear all expenses (other than selling
commissions relating to the Shares and expenses of counsel to the Selling
Shareholders, if any) in connection with the registration and sale of the
Shares being registered hereby. The Company has agreed to indemnify the
Selling Shareholders against certain liabilities and the Selling Shareholders
have agreed to indemnify the Company against certain liabilities in connection
with this offering, including liabilities under the Securities Act of 1933, as
amended (the "Securities Act"). See "Plan of Distribution."
The Company has two classes of authorized and issued common stock.
Holders of the Common Stock, which is offered hereby, are entitled to one vote
per share, and holders of the Class B Common Stock, par value $1.00 per share
(the "Class B Common Stock"), are entitled to ten votes per share on all
matters submitted to a vote of shareholders of the Company.
The Common Stock and Class B Common Stock are traded on the New York
Stock Exchange (the "NYSE") under the symbols "TNM" and "TNM.B," respectively.
On December 8, 1995, the last reported sale prices of the Common Stock and
Class B Common Stock on the NYSE were $15.25 and $19.00 per share,
respectively.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
No person has been authorized to give any information or to make any
representations in connection with this offering other than those contained in
this Prospectus and, if given or made, such information and representations
must not be relied upon as having been authorized by the Company. Neither the
delivery of this Prospectus nor any sale made hereunder shall, under any
circumstances, create any implication that there has been no change in the
affairs of the Company since the date hereof or that the information contained
herein is correct as of any time subsequent to its date. This Prospectus does
not constitute an offer to sell or a solicitation of an offer to buy any
securities other than the Common Stock to which it relates. This Prospectus
does not constitute an offer to sell or a solicitation of an offer to buy such
securities in any circumstances in which such offer or solicitation is
unlawful.
THE DATE OF THIS PROSPECTUS IS DECEMBER 11, 1995.
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AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") in Washington, D.C., a Registration Statement on Form S-3
(together with all amendments and exhibits thereto, the "Registration
Statement") under the Securities Act with respect to the shares of Common Stock
offered hereby. This Prospectus constitutes a part of the Registration
Statement and does not contain all the information set forth therein, certain
portions of which have been omitted as permitted by the rules and regulations
of the Commission. Any statements contained herein concerning the provisions
of any contract or other document are not necessarily complete and, in each
instance, reference is made to the copy of such contract or other document
filed as an exhibit to the Registration Statement or otherwise filed with the
Commission. Each such statement is qualified in its entirety by such
reference. For further information regarding the Company and the Common Stock
offered hereby, reference is made to the Registration Statement and to the
exhibits thereto.
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy statements and other information
with the Commission. The Registration Statement (with exhibits), as well as
such reports, proxy statements and other information filed by the Company with
the Commission, may be inspected and copied at the public reference facilities
maintained by the Commission at its principal offices at Judiciary Plaza, Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the following
Regional Offices of the Commission: 7 World Trade Center, Suite 1300, New York,
New York, 10048; and Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. Copies of such material may be obtained from the
Public Reference Section of the Commission at 450 Fifth Street. N.W., Room
1024, Washington, D.C. 20549, at prescribed rates.
The Common Stock and Class B Common Stock are listed on the NYSE. The
aforementioned material also can be inspected at the offices of the NYSE, 20
Broad Street, New York, New York 10005. The Company is organized under the
laws of the State of Tennessee, its executive offices are located at Nelson
Place at Elm Hill Pike, Nashville, Tennessee 37214-1000, and its telephone
number is (615) 889-9000.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents, heretofore filed by the Company with the
Commission (File No. 0-4095) pursuant to the Exchange Act, are incorporated and
made a part of this Prospectus by reference, except as superseded or modified
herein:
(1) The Company's Annual Report on Form 10-K for the fiscal year
ended March 31, 1995.
(2) The Company's Quarterly Report on Form 10-Q for the quarters
ended June 30, 1995 and September 30, 1995, respectively.
(3) The Company's Current Report on Form 8-K, dated November 21,
1995.
(4) The description of the Company's Common Stock and Class B
Common Stock contained in the Registration Statement on Form
8-A filed on May 26, 1995.
All documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14, or 15(d) of the Exchange Act prior to the termination of this
offering shall be deemed to be incorporated by reference in this Prospectus and
shall be part hereof from the date of filing of such documents. Any statement
contained herein or in any document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes
of this Prospectus to the extent that a statement contained herein or in any
subsequently filed document that also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as modified or superseded,
to constitute a part of this Prospectus.
The Company undertakes to provide without charge to each person,
including any beneficial owner, to whom a copy of this Prospectus is delivered,
upon the written or oral request of any such person, a copy of any document
described herein (not including exhibits to those documents unless such
exhibits are specifically incorporated by reference into the information
incorporated into this Prospectus). Requests for such copies should be
directed to Joe L. Powers, Executive Vice President and Secretary, Thomas
Nelson, Inc., Nelson Place at Elm Hill Pike, Nashville, Tennessee 37214-1000,
telephone number (615) 889-9000.
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THE COMPANY
Thomas Nelson, Inc. is a leading publisher, producer and distributor
of books and recorded music emphasizing Christian, inspirational and family
value themes, and believes it is the largest commercial publisher of the Bible
in English language translations. The Company also designs and markets a broad
line of gift and stationery products. The Company believes it is the largest
publisher of Christian and inspirational books and the largest producer of
recorded Christian music in the United States.
The Company's publishing operations involve the publication and
distribution of hardback and trade paperback books with Christian,
inspirational or family value themes and a broad line of Bibles and related
publications. Authors published by the Company include some of the most
well-known Christian and inspirational communicators in the field, including
Chuck Colson, James Dobson, Billy Graham, Benny Hinn, Barbara Johnson, Max
Lucado, Frank Peretti, Pat Robertson, Robert Schuller, Gary Smalley, Charles
Stanley, Charles Swindoll and Bodie and Brock Thoene. In each of the last
three fiscal years, the Company published over 300 new titles and, during that
period, published over 50% of the top ten best selling Christian and
inspirational books based on the monthly Bookstore Journal Christian Hardbound
Bestsellers' Lists. The Company publishes nine of the ten major English
language Bible translations, four of which are proprietary to the Company, and
introduced in June 1995 the Contemporary English Version ("CEV") Bible
translation, which is designed to be understandable at virtually any reading
level.
The Company's music operations are comprised of the production and
distribution of Christian and inspirational recorded music and related music
publishing. Traditional and contemporary Christian and inspirational music is
a genre which is defined by its lyrical content and encompasses a diverse range
of musical styles including gospel, praise and worship, country, rock, rhythm
and blues, rap and metal. Recording artists under contract with the Company
include Anointed, Helen Baylor, Shirley Caesar, Brian Duncan, Amy Grant, Sandi
Patty, Petra and Point of Grace. In 1995, the Company's artists received ten
Dove Awards, the Christian music industry's annual awards for outstanding
recording artists and releases. In fiscal 1995, the Company released 90 new
titles, and maintains a catalog of over 40,000 copyrighted songs which are
licensed to independent publishers, record companies, churches and other
organizations. In addition, the Company operates a music publishing business
engaged in songwriter development, print music publishing and copyright
administration.
The Company's gift division was established in 1989 to develop and
market gift, stationery and related items. The gift division's product line
includes 80 collections and over 800 separate items, such as journals and blank
books, diaries, address books, photo albums, gift bags, calendar and desk sets,
baby gifts, kitchen accessories, and stationery. Products are marketed under
the Markings(TM), Pretty Paper(R) and Markings Inspirations(TM) brand names,
the latter of which incorporates Christian and inspirational text or themes.
Certain product lines are marketed as collections, with each collection
including a variety of products featuring a common design or theme. Designs
include original art work licensed from artists such as Sam Butcher, Carol
Endres, Larry Stephenson and Susan Wheeler and classic oriental, tapestry and
country print fabric designs. Effective October 30, 1995, the Company further
enhanced its position in the gift products market through the acquisition of
The C.R. Gibson Company ("Gibson"). Gibson is a leading designer, manufacturer
and distributor of paper gift products, including baby and wedding memory
books, stationery, gift wrap, greeting cards and other products.
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DIVIDEND POLICY
Declaration of dividends is within the discretion of the Board of
Directors of the Company. The Board of Directors considers the payment of
dividends on a quarterly basis, taking into account the Company's earnings and
capital requirements as well as financial and other conditions existing at the
time. Certain covenants of the Company's credit facilities limit payment of
cash dividends based on the Company's cumulative consolidated net income. In
each quarter in fiscal 1994 and 1995, the Company paid a cash dividend of $.032
per share on its Common Stock and Class B Common Stock. For each of the first
and second quarters of fiscal 1996, the Company paid a cash dividend of $.04
per share on its Common Stock and Class B Common Stock. In addition, the
Company effected a five-for-four stock split of the Common Stock and Class B
Common Stock in the form of a 25% stock dividend on March 24, 1995.
SELLING SHAREHOLDERS
The table below sets forth certain information provided to the Company
by the Selling Shareholders regarding the beneficial ownership of Common Stock
(as of December 8, 1995) of the shareholders who are offering Shares pursuant
to this Prospectus. The table assumes that all Shares offered hereby will be
sold and, unless otherwise noted, the Company has been advised that the persons
named in the table have sole voting and investment power with respect to the
Common Stock indicated. None of the Selling Shareholders owns greater than one
percent of the Company's outstanding Common Stock.
<TABLE>
<CAPTION>
Shares Beneficially Shares Beneficially
Owned prior to the Owned following the
Selling Shareholders Offering Shares Offered Offering
- ---------------------------------------- -------------------- -------------------- --------------------
<S> <C> <C> <C>
Eric C. Presley(1) . . . . . . . . . . . 38,888 38,888 0
Barbara Presley . . . . . . . . . . . . . 33,557 33,334 223
W. Clay Presley(2) . . . . . . . . . . . 22,221 22,221 0
Charles D. Gray, III . . . . . . . . . . 11,110 11,110 0
C. Daniel Page, Jr. Trust . . . . . . . . 11,110 11,110 0
Maria M. Trakas . . . . . . . . . . . . . 8,888 8,888 0
Jeffery Davis . . . . . . . . . . . . . . 5,555 5,555 0
Pam Manion . . . . . . . . . . . . . . . 5,555 5,555 0
Phyllis Carothers . . . . . . . . . . . . 2,777 2,777 0
J.C. Carothers, Jr. . . . . . . . . . . . 2,777 2,777 0
George A. Trakas . . . . . . . . . . . . 2,221 2,221 0
==============================================================================================================
</TABLE>
(1) Eric C. Presley is the President of PPC, Inc., a wholly-owned
subsidiary of the Company.
(2) W. Clay Presley is Vice President - Gift Products of the Company.
Each of the Selling Shareholders is a former shareholder of PPC, Inc.,
a North Carolina Corporation ("PPC"). The Company obtained all of the
outstanding shares of PPC in March 1994 in exchange for the issuance to the
Selling Shareholders of the shares offered hereby. The transaction was
accounted for as a pooling of interests. As a result of this transaction, PPC
became a wholly-owned subsidiary of the Company. In connection with the
issuance of such Shares, the Selling Shareholders received the right to require
the Company to register the Shares offered hereby. See "Plan of Distribution."
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PLAN OF DISTRIBUTION
The Shares may be sold from time to time in brokerage transactions at
prevailing market prices through J.C. Bradford & Co. or others, in privately
negotiated transactions for the account of each of the Selling Shareholders or
others, at prices at or near the market price or in other privately negotiated
transactions. Ordinary brokerage commissions will be paid in connection with
brokerage transactions.
In connection with the Company's combination with PPC, the Selling
Shareholders received the right to demand the registration of the Shares
offered hereby pursuant to a Registration Rights Agreement dated March 31, 1994
(the "Registration Rights Agreement"). The Company has agreed to pay the
expenses of this offering, but the Selling Shareholders will be responsible for
all brokerage commissions and any other selling commissions, stock transfer
taxes and the fees and disbursements of their counsel, if any. Expenses to be
paid by the Company are estimated to be $7,000. The Company has agreed to
maintain the effectiveness of the Registration Statement covering the Shares
for a period of 90 days following the date hereof.
The Company has agreed to indemnify the Selling Shareholders, and the
Selling Shareholders have agreed to indemnify the Company, against certain
liabilities in connection with this offering, including liabilities under the
Securities Act.
The Selling Shareholders and any brokers or other persons who
participate in the sale of the Shares may be deemed to be "underwriters" within
the meaning of Section 2(11) of the Securities Act, and any commissions
received by such brokers or other persons, and any profits on the resale of the
Shares, may be deemed to be underwriting commissions or discounts.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby will be
passed upon for the Company by Bass, Berry & Sims, Nashville, Tennessee.
EXPERTS
The financial statements and schedules incorporated by reference in
this Prospectus and elsewhere in the Registration Statement have been audited
by Arthur Andersen LLP, independent public accountants, as indicated in their
report with respect thereto, and are included herein in reliance upon authority
of said firm as experts in giving said reports.
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