<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 1, 1995
REGISTRATION NO. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
THOMAS NELSON, INC.
(Exact Name of Registrant as Specified in its Charter)
TENNESSEE 62-0679364
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
NELSON PLACE AT ELM HILL PIKE
NASHVILLE, TENNESSEE 37214-1000
(615) 889-9000
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
--------------------
JOE L. POWERS
EXECUTIVE VICE PRESIDENT AND SECRETARY
THOMAS NELSON, INC.
NELSON PLACE AT ELM HILL PIKE
NASHVILLE, TENNESSEE 37214-1000
(615) 889-9000
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent For Service)
--------------------
COPY TO:
JAMES H. CHEEK, III, ESQ.
BASS, BERRY & SIMS
FIRST AMERICAN CENTER
NASHVILLE, TENNESSEE 37238
--------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [x]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ] __________
If this Form is a post-effective amendment filed pursuant to Rule
462(c), under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ] _________________
If delivery of the Prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
--------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==============================================================================================================================
TITLE OF SHARES AMOUNT PROPOSED PROPOSED AMOUNT OF
TO BE TO BE MAXIMUM AGGREGATE PRICE MAXIMUM AGGREGATE OFFERING REGISTRATION
REGISTERED REGISTERED PER SHARE(1) PRICE(1) FEE
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$1.00 per share . . . . . . . 144,436 shares $16.25 $2,347,085 $810
==============================================================================================================================
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(c) on the basis of the average of the high and
low prices of the Company's Common Stock as reported on the New York
Stock Exchange on November 27, 1995.
____________________
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
<PAGE> 2
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THE PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED DECEMBER 1, 1995
144,436 SHARES
THOMAS NELSON, INC.
COMMON STOCK
------------------------------
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 November 27, 1995, the last reported sale prices of the Common Stock and
Class B Common Stock on the NYSE were $16.25 and $19.50 per share,
respectively.
------------------------------
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 ___, 1995.
<PAGE> 3
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.
<PAGE> 4
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.
3
<PAGE> 5
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 November 27, 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
George A. Trakas . . . . . . . . . . . . 2,221 2,221 0
Phyllis Carothers . . . . . . . . . . . . 2,777 2,777 0
J.C. Carothers, Jr. . . . . . . . . . . . 2,777 2,777 0
Jeffery Davis . . . . . . . . . . . . . . 5,555 5,555 0
Pam Manion . . . . . . . . . . . . . . . 5,555 5,555 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."
4
<PAGE> 6
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.
5
<PAGE> 7
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<TABLE>
<S> <C>
SEC Registration Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 810
Legal Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,000
Blue Sky Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . 500
Accounting Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . 500
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,190
-------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 7,000
=======
</TABLE>
Except for the SEC Registration Fee, all expenses are estimated. All
of the above-mentioned expenses will be borne by the Registrant.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Tennessee Business Corporation Act ("TBCA") provides that a
corporation may indemnify any of its directors and officers against liability
incurred in connection with a proceeding if (i) such person acted in good
faith, (ii) in the case of conduct in an official capacity with the
corporation, such person reasonably believed such conduct was in the
corporation's best interests, (iii) in all other cases, such person reasonably
believed that his or her conduct was at least not opposed to the best interests
of the corporation, and (iv) in connection with any criminal proceeding, such
person had no reasonable cause to believe his conduct was unlawful. In actions
brought by or in the right of the corporation, however, the TBCA provides that
no indemnification may be made if the director or officer was adjudged to be
liable to the corporation. The TBCA also provides that in connection with any
proceeding charging improper personal benefit to an officer or director, no
indemnification may be made if such officer or director is adjudged liable on
the basis that such personal benefit was improperly received. Notwithstanding
the foregoing, the TBCA provides that a court of competent jurisdiction, unless
the corporation's charter provides otherwise, upon application, may order that
an officer or director be indemnified for reasonable expenses if, in
consideration of all relevant circumstances, the court determines that such
individual is fairly and reasonably entitled to indemnification,
notwithstanding the fact that such officer or director (i) was adjudged liable
to the corporation in a proceeding by or in right of the corporation, (ii) was
adjudged liable on the basis that personal benefit was improperly received by
him, or (iii) breached his duty of care to the corporation.
The Company's Amended and Restated Charter and Amended Bylaws provide
that to the fullest extent permitted by law no director shall be personally
liable to the Company or its shareholders for monetary damages for breach of
any fiduciary duty as a director. Under the TBCA, this provision relieves the
Company's directors from personal liability to the Company or its shareholders
for monetary damages for breach of fiduciary duty as a director, except for
liability arising from a judgment or other final adjudication establishing (i)
any breach of the director's duty of loyalty, (ii) acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, or (iii) any unlawful distributions.
The Company currently has in effect an executive liability insurance
policy which provides coverage for its directors and officers in amounts of
$20,000,000 per claim and $20,000,000 for annual
II-1
<PAGE> 8
aggregate claims. The policy covers any error, misstatement, act or omission,
or breach of duty committed by a director or officer, subject to certain
specified exclusions.
ITEM 16. EXHIBITS
See Index to Exhibits on page II-6.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made of the securities offered hereby, a post-effective amendment to this
registration statement:
(i) To include any Prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the Prospectus any facts or events
arising after the effective date of this registration statement (or
the most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the information
set forth in this registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high and of
the estimated maximum offering range may be reflected in the form of
Prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
20 percent change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
provided, however, that the undertakings in paragraphs (i) and (ii) above do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in this
registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered hereby which remain unsold at
the termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
II-2
<PAGE> 9
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described in Item 15 above, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
II-3
<PAGE> 10
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements of filing on Form S-3, and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Nashville, State of Tennessee, on the 1st day
of December, 1995.
THOMAS NELSON, INC.
By: /s/ Joe L. Powers
-------------------------------------
Joe L. Powers
Executive Vice President and Secretary
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Sam Moore and Joe L. Powers, and
each of them, his or her true and lawful attorneys-in-fact and agent, with full
power of substitution and resubstitution, for him or her and in his or her
name, place, and stead, in any and all capacities, to sign any and all
amendments to this Registration Statement, and to file the same with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or their substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Sam Moore Chairman of the Board of Directors, Chief December 1, 1995
----------------------------------- Executive Officer and President
Sam Moore (Principal Executive Officer)
/s/ S. Joseph Moore Executive Vice President and Director December 1, 1995
-----------------------------------
S. Joseph Moore
/s/ Joe L. Powers Executive Vice President and Secretary December 1, 1995
----------------------------------- (Principal Financial and Accounting Officer)
Joe L. Powers
/s/ Joe M. Rodgers Director December 1, 1995
-----------------------------------
Joe M. Rodgers
/s/ Brownlee O. Currey, Jr. Director December 1, 1995
-----------------------------------
Brownlee O. Currey, Jr.
</TABLE>
II-4
<PAGE> 11
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ W. Lipscomb Davis, Jr. Director December 1, 1995
-----------------------------------
W. Lipscomb Davis, Jr.
/s/ Robert J. Niebel, Sr. Director December 1, 1995
-----------------------------------
Robert J. Niebel, Sr.
/s/ Millard V. Oakley Director December 1, 1995
-----------------------------------
Millard V. Oakley
/s/ Andrew J. Young Director December 1, 1995
-----------------------------------
Andrew J. Young
/s/ Cal Turner, Jr. Director December 1, 1995
-----------------------------------
Cal Turner, Jr.
</TABLE>
II-5
<PAGE> 12
INDEX TO EXHIBITS
Exhibit
Number Description
------- -----------
4.1 Registration Rights Agreement dated as of March 31, 1994, by and
among the Registrant and each of the former holders of common
stock of PPC, Inc.
4.2 Amended and Restated Charter of the Registrant (filed as Exhibit
4.1 to Registrant's Registration Statement on Form S-8
(Commission File No. 33-80086) and incorporated herein by
reference)
4.3 Amended Bylaws of the Registrant (filed as Exhibit 3(b) to the
Registrant's Annual Report on Form 10-K for the fiscal year
ended March 31, 1990 and incorporated herein by reference)
5 Opinion of Bass, Berry & Sims, counsel to Registrant, as to the
legality of the Common Stock being registered
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Bass, Berry & Sims (included in Exhibit 5)
24 Power of Attorney (set forth on page II-4)
II-6
<PAGE> 1
EXHIBIT 4.1
REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT dated as of March 31 , 1994 by and
between Thomas Nelson, Inc., a Tennessee corporation (the "Company"), and each
of the former holders of common stock of PPC, Inc., a North Carolina
corporation ("PPC"), listed on the signature page hereto (the "Former PPC
Holders").
WHEREAS, the Company, the Former PPC Holders and PPC are parties to a
certain Agreement and Plan of Merger of even date herewith pursuant to which
PPC has become a wholly owned subsidiary of the Company and the Former PPC
Holders have been issued or will be issued shares of Common Stock of the
Company;
WHEREAS, the Company and Eric Presley ("Presley") are parties to an
Assignment of Option Agreement (the "Assignment Agreement") dated the date
hereof pursuant to which Presley has assigned to the Company all right, title
and interest in an Amended and Restated Option Agreement covering real property
currently leased by PPC in consideration of the issuance by the Company to
Presley of an aggregate of 26,667 shares of Common Stock;
WHEREAS, the Board of Directors has authorized the officers of the
Company to prepare and execute this Agreement, in the name and on behalf of the
Company, to offer certain registration rights to the Holders (as hereinafter
defined), the acceptance of which shall be evidenced by their execution of this
Agreement;
NOW, THEREFORE, the Company and the Holders agree as follows:
1. Definitions - As used in this Agreement, the following terms
shall have the following meanings:
"Holder" means each Former PPC Holder that owns Registrable
Securities. For purposes of this Agreement, the Company may deem and treat the
registered holder of a Registrable Security as the Holder and absolute owner
thereof, and the Company shall not be affected by any notice to the contrary.
"Registrable Securities" means (i) the Stock issued or
issuable pursuant to the Merger and the Assignment Agreement and (ii) any
securities issued or issuable in respect of the Stock referred to above by way
of stock dividend or stock split or in connection with a combination of shares,
recapitalization, reclassification, merger or consolidation, and any other
securities issued pursuant to any other pro rata distribution with respect to
such Stock. For purposes of this Agreement, a Registrable Security ceases to
be a Registrable Security when (a) it has been effectively registered under the
Securities Act (as defined below) and sold or distributed to the public in
accordance with an effective registration statement covering it, or (b) it is
sold, distributed or otherwise disposed of pursuant to Rule 144 (or any
successor or similar provision) under the Securities Act.
<PAGE> 2
"Required Holders" means the Holders of at least 50% of the
Registrable Securities.
"SEC" means the Securities and Exchange Commission.
"Securities Act" means the Securities Act of 1933, as amended
from time to time or any similar Federal statute, and the rules and regulations
of the SEC issued under such act, as they each may, from time to time, be in
effect.
2. Demand Registration. Subject to the terms and conditions set
forth herein, if at any time the Required Holders shall request the Company in
writing to register under the Securities Act all or a part of the Registrable
Securities held by such Holders (a "Demand Registration"), within 15 business
days of receipt of such request the Company shall serve written notice of such
registration request to all Holders and the Company will include in such
registration all Registrable Securities of such Holders with respect to which
the Company has received written requests for inclusion therein within 20 days
after receipt by the Holders of such notice. The Company shall use its best
efforts to cause to be filed and declared effective, as soon as reasonably
practicable, a registration statement on such appropriate form as the Company
in its discretion shall determine, providing for the registration under the
Securities Act of all of such Registrable Securities with respect to which the
Company has received requests for registration by such Holders. A registration
statement filed pursuant to this Section 2 is hereinafter referred to as the
"Demand Registration Statement."
The Company's obligation to use its best efforts to cause
Registrable Securities to be registered in accordance with this Section 2 is
subject to each of the following limitations, conditions and qualifications:
(i) No notice given by the Required Holders shall
be effective hereunder, with respect to the Demand
Registration Statement, until after such time as results
covering at least 30 days of combined operations of PPC and
the Company have been published by the Company, in the form of
a quarterly earnings report, an effective registration
statement filed with the SEC, a report to the SEC on Form 10-Q
or 8-K, or any other public filing or announcement which
includes such combined results of operations, and ending on
July 31, 1995.
(ii) The Company may postpone, for a reasonable
period of time, the filing or the effectiveness of a
registration statement requested pursuant to this Section 2 if
the Company's Board of Directors determines in good faith that
(A) such registration might have a material adverse effect on
any plan or proposal by the Company with respect to any
financing, acquisition, recapitalization, reorganization or
other material transaction by the Company or its subsidiaries
or (B) the Company is in possession of material non-public
information and disclosure of such information is not in the
best interests of the Company or any of its subsidiaries;
provided, however, that as soon as the conditions permitting
such
2
<PAGE> 3
delay no longer exist, the Company shall give notice of that fact to
the Required Holders, and shall proceed with the registration unless
the Required Holders shall have elected, at any time prior to the
close of business on the 20th day after the Company has so notified
the Required Holders, to withdraw their request for registration, and
such withdrawn request shall not constitute a request hereunder.
(iii) The Company shall not be required to effect
any registration pursuant to this Section 2 unless such
registration relates to Registrable Securities representing at
least 50% of the then outstanding shares of such Registrable
Securities.
(iv) The obligation of the Company to register
Registrable Securities pursuant to this Section 2 shall expire
after one Demand Registration Statement filed by reason of a
request pursuant to Section 2 shall have become effective and
remained effective for the period specified in Section
3(a)(ii) hereof.
3. Registration Procedures. (a) Whenever the Company is required
to use its best efforts to effect the registration of any Registrable
Securities under the Securities Act pursuant to the terms and conditions of
Section 2 (such Registrable Securities being hereinafter referred to as the
"Subject Shares"), the Company will use its best efforts to effect the
registration of the Subject Shares in accordance with the intended method of
disposition thereof. Without limiting the generality of the foregoing, the
Company will as expeditiously as possible:
(i) prepare and file with the SEC a registration
statement on any appropriate form under the Securities Act
with respect to the Subject Shares and use its best efforts to
cause such registration statement to become effective;
(ii) prepare and file with the SEC such amendments
and supplements to such registration statement and the
prospectus used in connection therewith as may be necessary to
keep such registration statement effective and to comply with
the provisions of the Securities Act with respect to the
disposition of all Subject Shares and other securities covered
by such registration statement until the earlier of (A) such
time as all of such Subject Shares and other securities have
been disposed of in accordance with the intended methods of
disposition by the seller or sellers thereof set forth in such
registration statement and (B) the expiration of 30 days after
such registration statement becomes effective; provided, that,
if the offering of Subject Shares pursuant to such
registration statement is terminated or suspended by any stop
order, injunction or other order or requirement of the SEC or
any other governmental agency or court, the foregoing time
period shall be extended by the number of days during the
period from and including the date such stop order, injunction
or other order or requirement becomes effective to and
including the date when such termination or suspension no
longer exists;
3
<PAGE> 4
(iii) promptly furnish the Holders of the Subject
Shares covered by such registration statement, without charge,
such number of conformed copies of such registration statement
and of each such amendment and supplement thereto (in each
case without exhibits unless specifically requested), such
number of copies of the prospectus included in such
registration statement (including each preliminary
prospectus), such documents incorporated by reference in such
registration statement or prospectus, and such other
documents, as such Holders may reasonably request;
(iv) as expeditiously as possible use its best
efforts to register or qualify the Subject Shares covered by
such registration statement under the securities or blue sky
laws of such jurisdictions as the Holders shall reasonably
request, and do any and all other acts and things which may be
reasonably necessary or advisable to enable the Holders to
consummate the disposition in such jurisdictions of the
Subject Shares covered by such registration statement, except
that the Company shall not for any such purpose be required to
(A) qualify generally to do business as a foreign corporation
in any jurisdiction wherein it is not so qualified, (B)
subject itself to taxation in any such jurisdiction wherein it
is not so subject, or (C) consent to general service of
process in any such jurisdiction or otherwise take any action
that would subject it to the general jurisdiction of the
courts of any jurisdiction in which it is not so subject;
(v) otherwise comply with all applicable rules
and regulations of the SEC;
(vi) furnish, at the Company's expense, unlegended
certificates representing ownership of the securities being
sold in such denominations as shall be requested and instruct
the transfer agent to release any stop transfer orders with
respect to the Subject Shares being sold;
(vii) notify each Holder at any time when a
prospectus relating to the Subject Shares is required to be
delivered under the Securities Act of the happening of any
event as a result of which the prospectus included in such
Registration Statement contains any untrue statement of a
material fact or omits to state a material fact necessary to
make the statements therein (in the case of the prospectus or
any preliminary prospectus, in light of the circumstances
under which they were made) not misleading, and the Company
will, as promptly as possible thereafter, prepare and file
with the SEC and furnish to each Holder a reasonable number of
copies of a supplement or amendment to such prospectus so
that, as thereafter delivered to the purchasers of Subject
Shares such prospectus will not contain any untrue statement
of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements
therein not misleading;
4
<PAGE> 5
(viii) provide and cause to be maintained a transfer
agent for all Subject Shares covered by such Registration
Statement from and after a date not later than the effective
date of such Registration Statement;
(ix) use its best efforts (A) to list all Subject
Shares covered by such Registration Statement on any
securities exchange on which any of the Registrable Securities
is then listed, or (B) in the event such securities are not so
listed, to have such Subject Shares qualified for inclusion on
the NASDAQ National Market System or any comparable quotation
system;
(x) use its best efforts to prevent the issuance
of any stop order suspending the effectiveness of the
registration statement or of any order preventing or
suspending the effectiveness of such registration statement at
the earliest possible moment; and
(xi) take all other steps reasonably necessary to
effect the registration of the Subject Shares contemplated
hereby.
(b) Each Holder shall provide (in writing and signed by
the Holder and stated to be specifically for use in the related registration
statement, preliminary prospectus, prospectus or other document incident
thereto) all such information and materials regarding the Holder and the
intended plan of distribution by such Holder, and take all such action as may
be required in order to permit the Company to comply with all applicable
requirements of the SEC and any applicable state securities laws and to obtain
any desired acceleration of the effective date of any registration statement
prepared and filed by the Company pursuant to this Agreement.
(c) Upon receipt of any notice from the Company that the
Company has become aware that the prospectus (including any preliminary
prospectus) included in any registration statement filed pursuant to Section 2
hereof, as then in effect, contains any untrue statement of a material fact or
omits to state any material fact required to be stated therein or necessary to
make the statements therein not misleading, the Holders shall forthwith
discontinue disposition of Subject Shares pursuant to the registration
statement covering the same until the Holders' receipt of copies of a
supplemented or amended prospectus and, if so directed by the Company, deliver
to the Company all copies other than permanent file copies then in the Holder's
possession, of the prospectus covering the Subject-Shares that was in effect
prior to such amendment or supplement.
(d) The Holders shall pay all underwriting discounts,
commissions and expenses relating to the Subject Shares and fees and
disbursements of the Holders' counsel incurred in connection with the Demand
Registration Statement filed pursuant to Section 2 of this Agreement. The
Company shall pay all other expenses incident to the Company's performance of
or compliance with effecting any such registration, including, without
limitation, all registration, filing and National Association of Securities
Dealers, Inc. fees, all fees and expenses of complying with federal or state
securities laws, all word processing, duplicating and
5
<PAGE> 6
printing expenses, messenger and delivery expenses, and the fees and expenses
of counsel for the Company and of the Company's independent public accountants,
including the expenses of any special audits or "cold comfort" letters required
by or incident to such performance and compliance.
4. Indemnification and Contribution.
(a) In the event of any registration of any of the
Registrable Securities under the Securities Act pursuant to this Agreement, the
Company will indemnify and hold harmless the Holder of such Registrable
Securities, each underwriter of the Registrable Securities, if any, and each
other person, if any, who controls such Holder or underwriter within the
meaning of the Securities Act against any losses, claims, damages or
liabilities, joint or several, to which such Holder, underwriter or controlling
person may become subject under the Securities Act, state securities or Blue
Sky laws or otherwise, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of any material fact contained in any
registration statement under which such Registrable Securities were registered
under the Securities Act, any preliminary prospectus or final prospectus
contained in the registration statement, or any amendment or supplement to such
registration statement, or arise out of or are based upon the omission or
alleged omission to state a material fact required to be stated therein or
necessary to make the statements therein not misleading; and the Company will
reimburse such Holder, each underwriter of the Registrable Securities, if any,
and each such controlling person for any legal or any other expenses reasonably
incurred by such Holder, underwriter or controlling person in connection with
investigating or defending any such loss, claim, damage, liability or action;
provided, however, that the Company will not be liable in any such case to the
extent that any such loss, claim, damage or liability arises out of or is based
upon any untrue statement or omission made in such registration statement,
preliminary prospectus or final prospectus, or any such amendment or
supplement, in reliance upon and in conformity with information furnished to
the Company, in writing, by or on behalf of such Holder specifically for use in
the preparation thereof.
(b) The Company may require, as a condition to including
any Registrable Securities in any registration statement filed pursuant to
Section 2, that the Company shall have received an undertaking satisfactory to
it from the prospective Holder of such securities, to indemnify and hold
harmless (in the same manner and to the same extent as set forth in subdivision
(a) of this Section 4) the Company, its directors, officers, employees, agents
and affiliates and each other person, if any, who controls the Company within
the meaning of the Securities Act, with respect to any statement or alleged
statement in or omission or alleged omission from such registration statement,
any preliminary prospectus, final prospectus, or summary prospectus contained
therein, or any amendment or supplement thereto, if such statement or alleged
statement or omission or alleged omission was made in reliance upon and in
conformity with information furnished to the Company by such Holder for use in
the preparation of such registration statement, preliminary prospectus, final
prospectus, summary prospectus, amendment or supplement; provided, however,
that the obligation of such Holders
6
<PAGE> 7
hereunder shall be limited to an amount equal to the proceeds to each Holder of
Registrable Securities sold in connection with such registration.
(c) Each party entitled to indemnification under this
Section 4 (the "Indemnified Party") shall give notice to the party required to
provide indemnification (the "Indemnifying Party") promptly after such
Indemnified Party has actual knowledge of any claim as to which indemnity may
be sought, and shall permit the Indemnifying Party to assume the defense of any
such claim or any litigation resulting therefrom; provided, that counsel for
the Indemnifying Party, who shall conduct the defense of such claim or
litigation, shall be approved by the Indemnified Party (whose approval shall
not be unreasonably withheld); and, provided, further, that the failure of any
Indemnified Party to give notice as provided herein shall not relieve the
Indemnifying Party of its obligations under this Section 4 to the extent that
such failure to give notice has not had a material adverse effect on the
ability of the Indemnifying Party to defend the claim as to which indemnity is
sought. The Indemnified Party may participate in such defense at such party's
expense; provided, however, that the Indemnifying Party shall pay such expense
if representation of such Indemnified Party by the counsel retained by the
Indemnifying Party would be inappropriate due to actual or potential differing
interests between the Indemnified Party and any other party represented by such
counsel in such proceeding. No Indemnifying Party, in the defense of any such
claim or litigation shall, except with the consent of each Indemnified Party,
consent to entry of any judgment or enter into any settlement which does not
include as an unconditional term thereof the giving by the claimant or
plaintiff to such Indemnified Party of a release from all liability in respect
of such claim or litigation, and no Indemnified Party shall consent to entry of
any judgment or settle such claim or litigation without the prior written
consent of the Indemnifying Party.
(d) In order to provide for just and equitable
contribution to joint liability under the Securities Act in any case in which
either (i) any Holder of Registrable Securities exercising rights under this
Agreement, or any controlling person of any such Holder, makes a claim for
indemnification pursuant to this Section 4 but it is judicially determined (by
the entry of a final judgment or decree by a court of competent jurisdiction
and the expiration of time to appeal or the denial of the last right of appeal)
that such indemnification may not be enforced in such case notwithstanding the
fact that this Section 4 provides for indemnification in such case, or (ii)
contribution under the Securities Act may be required on the part of any such
selling Holder or any such controlling person in circumstances for which
indemnification is provided under this Section 4; then, in each such case, the
Company and such Holder will contribute to the aggregate losses, claims,
damages or liabilities to which they may be subject (after contribution from
others) in such proportions so that such Holder is responsible for the portion
represented by the percentage that the public offering price of its Registrable
Securities offered by the registration statement bears to the public offering
price of all securities offered by such registration statement, and the Company
is responsible for the remaining portion; provided, however, that, in any such
case, (A) no such Holder will be required to contribute any amount in excess of
the proceeds to it of all Registrable Securities sold by it pursuant to such
registration statement, and (B) no person or entity guilty of fraudulent
misrepresentation, within the meaning
7
<PAGE> 8
of Section 11(f) of the Securities Act, shall be entitled to contribution from
any person or entity who is not guilty of such fraudulent misrepresentation.
5. Conditions Precedent to Registration. The Company's
obligations under this Agreement to effect the registration of any Registrable
Securities are subject to the agreement to and the performance by the Holders
of such Registrable Securities of the obligations of such Holders contained in
this Agreement.
6. Notices. Any notice or other communication required or
permitted to be given hereunder shall be in writing and shall be effective (a)
upon hand delivery or delivery by telex (with correct answer back received),
telecopy or facsimile at the address or number designated below (if delivered
on a business day during normal business hours where such notice is to be
received), or the first business day following such delivery (if delivered
other than on a business day during normal business hours where such notice is
to be received) or (b) on the first business day following the date of mailing
by express courier service, fully prepaid, addressed to such address, or upon
actual service, fully prepaid, addressed to such address, or upon actual
receipt of such mailing whichever shall first occur. The addresses for such
communications shall be:
If to the Company:
Thomas Nelson, Inc.
Nelson Place at Elm Hill Pike
P. O. Box 141000
Nashville, TN 37214-1000
Attention: Joe L. Powers
Telecopy:(615) 883-6353
with a copy to:
Bass, Berry & Sims
First American Center
Nashville, TN 37238
Attention: James H. Cheek, III, Esq.
Telecopy: (615)742-6293
8
<PAGE> 9
If to a Holder,
to the address of such Holder shown on the stock ledger books of the
Company.
with a copy to:
Petree Stockton, L.L.P.
3500 One First Union Center
301 South College Street
Charlotte, N.C. 28202
Attention: E. Lynwood Mallard
Telecopy: (704) 338-5125
The Company may from time to time change its address for notices under
this Section 6 by giving at least 10 days' written notice of such changed
address to each of the Holders. Each Holder may from time to time change its
address for notices under this Section 6 by giving at least 10 days' written
notice of such changed address to the Company.
7. Headings. The headings herein are for convenience only, do
not constitute a part of this Agreement and shall not be deemed to limit or
affect any of the provisions hereof.
8. Binding Effect. This Agreement shall be binding upon and
inure to the benefit of and be enforceable by the parties hereto.
9. Entire Agreement. This Agreement embodies the entire
agreement and understanding between the parties hereto with respect to the
subject matter hereof and supersedes all prior agreements and understandings
relating to such subject matter.
10. Amendments and Waivers. Any term of this Agreement may be
amended and the observance of any term of this Agreement may be waived (either
generally or in a particular instance and either retroactively or
prospectively), with the written consent of the Company and the Holders of at
least 75% of the Registrable Securities; provided, that this Agreement may be
amended with the consent of the Holders of less than all Registrable Securities
only in a manner which affects all Registrable Securities in the same fashion.
No waivers of or exceptions to any term, condition or provision of this
Agreement, in any one or more instances, shall be deemed to be, or construed
as, a further or continuing waiver of any such term, condition or provision.
11. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
shall be one and the same document.
9
<PAGE> 10
12. Severability. The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement.
13. No Third Party Beneficiaries. This Agreement is intended for
the benefit of the Company and the Holders and is not for the benefit of, nor
may any provision hereof be enforced by, any other person.
14. Expiration Date. This Agreement shall expire on July 31, 1995.
15. Governing Law. Upon acceptance by the Holders, this Agreement
shall be governed by and construed and enforced in accordance with the internal
laws of the State of Tennessee without regard to the principles of conflicts of
laws.
10
<PAGE> 11
IN WITNESS WHEREOF, the Company has caused this Agreement to
be duly executed by its authorized officer and the Holders have executed this
Agreement, each as of the date hereof.
THOMAS NELSON, INC.
By: /s/ Joe L. Powers
-----------------------------------
Name:
Title:
HOLDERS:
/s/ Eric C. Presley
-----------------------------------------
Eric C. Presley
/s/ W. Clay Presley
----------------------------------------
W. Clay Presley
/s/ Charles D. Gray
----------------------------------------
Charles D. Gray
/s/ C. Daniel Page, Jr., Trustee
--------------------------------------
C. Daniel Page, Jr., Trustee for
C. Daniel Page, Jr., Trust U/A/D
/s/ Maria Trakas
-----------------------------------------
Maria Trakas
/s/ George Trakas
----------------------------------------
George Trakas
/s/ Phyllis Carothers
-----------------------------------------
Phyllis Carothers
/s/ J.D. Carothers, Jr.
-----------------------------------------
J.D. Carothers, Jr.
/s/ Jeff Davis
-------------------------------------------
Jeff Davis
/s/ Pam Manion
---------------------------------------
Pam Manion
11
<PAGE> 1
EXHIBIT 5
BASS, BERRY & SIMS
ATTORNEYS AT LAW
2700 FIRST AMERICAN CENTER
NASHVILLE, TENNESSEE 37238-2700
TELEPHONE (615) 742-6200
TELECOPIER (615) 742-6293
December 1, 1995
Thomas Nelson, Inc.
Nelson Place at Elm Hill Pike
Nashville, TN 37214-1000
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as your counsel in connection with your preparation of a
Registration Statement on Form S-3 (the "Registration Statement") to be filed
by you with the Securities and Exchange Commission on December 1, 1995,
covering 144,436 shares of Common Stock, par value $1.00 per share (the "Common
Stock"), of Thomas Nelson, Inc. (the "Company") to be sold by certain
shareholders of the Company (the "Selling Shareholders") on the terms set forth
in the Registration Statement.
In connection with this opinion, we have examined and relied upon such
records, documents, certificates, and other instruments as in our judgment are
necessary or appropriate in order to express the opinions hereinafter set forth
and have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, and the conformity to original
documents of all documents submitted to us as certified or photostatic copies.
Based on the foregoing and such other matters as we have deemed
relevant, we are of the opinion that the shares of Common Stock to be sold by
the Selling Shareholders, when issued and delivered in the manner and on the
terms described in the Registration Statement (after the same is declared
effective), will be validly issued, fully paid, and nonassessable.
We hereby consent to the reference to our law firm in the Registration
Statement under the caption "Legal Matters" and to the use of this opinion as
an exhibit to the Registration Statement.
Very truly yours,
/s/ Bass, Berry & Sims
GTS/rjm
Enclosure
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Form S-3 registration statement of our report dated May 19,
1995 incorporated by reference in Thomas Nelson, Inc.'s Form 10-K for the year
ended March 31, 1995 and to all references to our Firm included in this
registration statement.
ARTHUR ANDERSEN LLP
Nashville, Tennessee
November 28, 1995
