<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 11, 1996
REGISTRATION NO. 33-64695
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
POST-EFFECTIVE
AMENDMENT NO. 1
TO
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:
December 11, 1995 (the date this Registration Statement became 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. [ ]
================================================================================
<PAGE> 2
POST-EFFECTIVE AMENDMENT NO. 1 TO
REGISTRATION STATEMENT ON FORM S-3 (REG. NO. 33-64695)
THOMAS NELSON, INC.
Report of Results and Deregistration
This Registration Statement on Form S-3 (Registration No. 33-64695)
(the "Registration Statement") registered 144,436 shares of Common Stock, par
value $1.00 per share (the "Shares"), of Thomas Nelson, Inc. (the "Company").
The Shares were sold in brokerage transactions at prevailing market prices in
privately negotiated transactions for the account of certain of the selling
shareholders. The Company agreed to maintain the effectiveness of the
Registration Statement for a period of 90 days, which expired on March 10,
1996.
A total of 18,888 Shares were sold pursuant to the Registration
Statement. Accordingly, pursuant to Rule 478(a) promulgated under the
Securities Act of 1933, as amended, and undertaking (3) contained in Part II of
this Registration Statement, the Company hereby deregisters the 125,548 Shares
registered under the Registration Statement which were not sold in the
offering.
<PAGE> 3
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
Post-Effective Amendment No. 1 to Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Nashville,
State of Tennessee, on the 11th day of March, 1996.
THOMAS NELSON, INC.
By: /s/ Joe L. Powers
-------------------------------------
Joe L. Powers
Executive Vice President and Secretary
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>
* Chairman of the Board of Directors, Chief March 11, 1996
----------------------------------- Executive Officer and President
Sam Moore (Principal Executive Officer)
* Executive Vice President and Director March 11, 1996
-----------------------------------
S. Joseph Moore
* Executive Vice President and Secretary March 11, 1996
----------------------------------- (Principal Financial and Accounting Officer)
Joe L. Powers
* Director March 11, 1996
-----------------------------------
Joe M. Rodgers
* Director March 11, 1996
-----------------------------------
Brownlee O. Currey, Jr.
</TABLE>
II-1
<PAGE> 4
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Director March 11, 1996
-----------------------------------
W. Lipscomb Davis, Jr.
* Director March 11, 1996
-----------------------------------
Robert J. Niebel, Sr.
* Director March 11, 1996
-----------------------------------
Millard V. Oakley
* Director March 11, 1996
-----------------------------------
Andrew J. Young
* Director March 11, 1996
-----------------------------------
Cal Turner, Jr.
By: /s/ Joe L. Powers
-------------------------------
Joe L. Powers
Attorney-in-Fact
</TABLE>
II-2