THOMAS NELSON, INC.
501 Nelson Place
P.O. Box 141000
Nashville, Tennessee 37214-1000
-------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
-------------------------
The Annual Meeting of Shareholders (the "Annual
Meeting") of Thomas Nelson, Inc. will be held at the
Loews Vanderbilt Plaza, 2100 West End Avenue,
Nashville, Tennessee, at 11:00 a.m., local time, on
Thursday, August 20, 1998, for the following purposes:
1. To elect two directors in Class One to serve
for a term of three years or until their
respective successors are elected and take
office.
2. To transact such other business as may
properly come before the Annual Meeting or
any adjournment thereof.
Only shareholders of record at the close of
business on June 29, 1998, will be entitled to notice
of and to vote at the Annual Meeting.
Whether or not you plan to attend the meeting in
person, please complete, date, sign, and return
promptly the enclosed proxy. The proxy may be revoked
at any time prior to the exercise thereof, and the
giving of the proxy will not affect your right to
attend the Annual Meeting and vote in person.
By order of the Board of Directors.
/s/ Sam Moore
SAM MOORE,
President
Nashville, Tennessee
July 10, 1998
THOMAS NELSON, INC.
501 Nelson Place
P.O. Box 141000
Nashville, Tennessee 37214-1000
-------------
PROXY STATEMENT
-------------
This proxy statement is furnished in connection with the
solicitation of proxies by the Board of Directors of Thomas
Nelson, Inc., a Tennessee corporation (the "Company"), to be
voted at the Annual Meeting of Shareholders to be held on August
20, 1998 (the "Annual Meeting"), at the time and place and for
the purposes set forth in the accompanying notice, and at any
adjournment thereof. It is expected that this proxy statement,
the form of proxy and the Company's Annual Report to Shareholders
will be mailed to shareholders on or about July 10, 1998.
Only shareholders of record at the close of business on June
29, 1998 (the "Record Date") are entitled to notice of and to
vote at the Annual Meeting. On such date, the issued and
outstanding voting securities of the Company consisted of
14,231,629 shares of Common Stock (the "Common Stock") and
1,111,924 shares of Class B Common Stock (the "Class B Common
Stock"). Each share of Common Stock and Class B Common Stock
entitles the holder thereof to one vote and ten votes,
respectively, on each matter presented for action at the Annual
Meeting.
All proxies delivered pursuant to this solicitation may be
revoked at any time prior to the voting thereof by attending the
Annual Meeting and electing to vote in person, by filing with the
Secretary of the Company a written revocation, or duly executing
a proxy bearing a later date. The giving of the proxy will not
affect the right of the shareholder to attend the Annual Meeting
and vote in person. If not revoked, all proxies that are
properly signed and returned to the Company will be voted in
accordance with instructions contained thereon. If no
instructions are given, the persons named in the proxy will vote
the shares represented thereby FOR the approval of the election
as directors of all nominees set forth under PROPOSAL NO. 1.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth certain information as of the
Record Date with respect to those persons known to the Company to
be the beneficial owners (as defined either by the rules of the
Securities and Exchange Commission (the "Commission")) of more
than five percent (5%) of either Common Stock or the Class B
Common Stock and with respect to the beneficial ownership of the
Common Stock and Class B Common Stock by all directors and
nominees, each of the executive officers named in the Summary
Compensation Table and all executive officers and directors of
the Company as a group. Except as otherwise specified, the
shares indicated are presently outstanding, and the Company
believes the beneficial owner has sole voting and investment
power over the indicated shares.
<TABLE>
<CAPTION>
Amount
Amount of Class B
of Common Common Stock
Stock Bene- Benefi-
ficially Percent cially Percent
Owned of Owned of
Name of Beneficial Owner #<F1><F2> Class #<F1><F2> Class
- - - - ---------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Sam Moore **** <F3> 1,724,552 11.2% 633,153 52.2%
S. Joseph Moore**** <F4> 293,798 1.9 157,485 13.4
Brownlee O.
Currey, Jr.** <F5> 186,754 1.2 4,035 *
W. Lipscomb
Davis, Jr.** <F6> 15,843 * 2,531 *
Robert J. Niebel,
Sr.** <F6> 29,054 * 3,692 *
Millard V. Oakley** <F7> 375,159 2.4 19,542 1.8
Joe M. Rodgers** <F8> 19,885 * 0
Cal Turner, Jr.** <F5> 16,166 * 0
Andrew J. Young** <F5> 8,610 * 0
Joe L. Powers*** <F9> 137,400 * 90,012 7.9
Byron D.
Williamson*** <F10> 44,060 * 10,039 *
Raymond T. Capp*** <F11> 34,036 * 15,000 *
All Executive Officers
and Directors as a
group (16 persons) <F12> 3,156,534 20.0 1,039,190 76.2
- - - - ----------------
* Indicates less than 1%.
** Director.
*** Named Officer.
**** Director and Named Officer.
<FN>
<F1> Pursuant to the rules of the Commission, shares of Common
Stock that certain beneficial owners presently have the
right to acquire pursuant to the conversion provisions of
the Company's 5 3/4% Convertible Subordinated Notes due 1999
(the "Convertible Notes") are deemed outstanding for the
purpose of computing such beneficial owner's percentage
ownership, but are not deemed outstanding for the purpose of
computing the percentage ownership of the other beneficial
owners shown in the table. Likewise, the shares subject to
options held by directors and executive officers of the
Company which are exercisable within 60 days of the Record
Date are all deemed outstanding for the purpose of computing
such director's or executive officer's percentage ownership
and the percentage ownership of all directors and executive
officers as a group, but are not deemed outstanding for the
purpose of computing the percentage ownership of the other
beneficial owners in the table. The share information
assumes further that when such individuals can elect to
receive either Common Stock or Class B Common Stock, an
election is made to receive Class B Common Stock.
<F2> Shares of Class B Common Stock are convertible into an equal
number of shares of Common Stock at the option of the
holder, and, wherever applicable, share information set
forth above with respect to the Common Stock assumes the
conversion of all Class B Common Stock by the holders
thereof for an equivalent number of shares of Common Stock
that may be so acquired by conversion during the 60-day
period commencing on the Record Date.
<F3> Includes shares issuable upon exercise of outstanding
options to purchase 31,251 shares of Class B Common Stock
under the Company's 1986 Stock Incentive Plan (the "1986
Plan") and 10,000 shares of Common Stock and 70,000 shares
of Class B Common Stock under the Company's Amended and
Restated 1992 Stock Incentive Plan (the "Stock Incentive
Plan"), 580,471 shares of Common Stock held by four trusts
of which Mr. Moore is trustee, and 23,807 shares of Common
Stock and 1,633 shares of Class B Common Stock held by the
Company's Employee Stock Ownership Plan (the "ESOP"), as to
which Sam Moore has sole voting power. Sam Moore's spouse
owns 55,741 shares of Common Stock and 3,435 shares of
Class B Common Stock. Sam Moore's address is 501 Nelson
Place, P.O. Box 141000, Nashville, Tennessee 37214-1000.
<F4> Includes shares issuable upon exercise of outstanding
options to purchase 12,500 shares of Class B Common Stock
under the 1986 Plan and 6,667 shares of Common Stock and
50,000 shares of Class B Common Stock under the Stock
Incentive Plan, 22,750 shares of Common Stock and 36,785
shares of Class B Common Stock held by a trust of which S.
Joseph Moore is a trustee and the sole beneficiary, 10,000
shares of Common Stock and 1,000 shares of Class B Common
Stock held by trusts for the benefit of certain of S. Joseph
Moore's children, and 7,695 shares of Common Stock and 92
shares of Class B Common Stock held by the ESOP, as to which
S. Joseph Moore has sole voting power. S. Joseph Moore's
spouse owns 6,625 shares of Common Stock. S. Joseph Moore's
address is 501 Nelson Place, P.O. Box 141000, Nashville,
Tennessee 37214-1000.
<F5> Includes 2,610 and 6,000 shares of Common Stock issuable
upon exercise of outstanding options under the Company's
1990 Deferred Compensation Plan for Outside Directors (the
"Outside Directors Plan") and the Stock Incentive Plan,
respectively.
<F6> Includes 6,000 shares of Common Stock issuable upon exercise
of outstanding options under the Stock Incentive Plan.
<F7> Includes 2,610 and 6,000 shares of Common Stock issuable
upon exercise of outstanding options under the Outside
Directors Plan and the Stock Incentive Plan, respectively,
and 140,000 shares of Common Stock and 937 shares of Class B
Common Stock held by a grantor trust of which Mr. Oakley is
trustee and the sole beneficiary.
<F8> Includes 1,650 and 6,000 shares of Common Stock issuable
upon exercise of outstanding options under the Outside
Directors Plan and the Stock Incentive Plan, respectively,
and 10,075 shares of Common Stock held by a limited
partnership of which Mr. Rodgers is Chairman and his spouse
is the general partner and majority owner.
<F9> Includes shares issuable upon exercise of outstanding
options to purchase 9,375 shares of Class B Common Stock
under the 1986 Plan and 5,000 shares of Common Stock and
20,000 shares of Class B Common Stock under the Stock
Incentive Plan and 35,958 shares of Common Stock and 2,148
shares of Class B Common Stock held by the ESOP, as to which
Mr. Powers has sole voting power.
<F10>Includes shares issuable upon exercise of outstanding
options to purchase 12,500 shares of Common Stock under the
1986 Plan and 20,000 shares of Common Stock and 10,000
shares of Class B Common Stock under the Stock Incentive
Plan, and 1,521 shares of Common Stock and 39 shares of
Class B Common Stock held by the ESOP, as to which
Mr. Williamson has sole voting power.
<F11>Includes shares issuable upon exercise of outstanding
options to purchase 9,375 shares of Common Stock under the
1986 Plan and 9,000 shares of Common Stock and 15,000 shares
of Class B Common Stock under the Stock Incentive Plan and
661 shares of Common Stock held by the ESOP, as to which
Mr. Capp has sole voting power.
<F12>Includes an aggregate of 98,745 shares of Common Stock
and 4,374 shares of Class B Common Stock held by the ESOP,
and shares issuable upon exercise of options to purchase
152,381 shares of Common Stock and 252,501 shares of Class B
Common Stock.
</TABLE>
PROPOSAL NO. 1
ELECTION OF DIRECTORS
The Amended and Restated Charter of the Company provides
that the Board of Directors shall be divided into three classes
with the classes to be as nearly equal in size as possible. The
current Board of Directors consists of nine members, with the
terms of office of the directors in Class One expiring at the
Annual Meeting. The incumbent directors whose terms of office
extend beyond this Annual Meeting are as follows:
<TABLE>
<CAPTION>
Annual Meeting
Director at which
Name Class term expires
-----------------------------------------------------
<S> <C> <C>
S. Joseph Moore Two 2000
Robert J. Niebel, Sr. Two 2000
Millard V. Oakley Two 2000
Brownlee O. Currey, Jr. Three 1999
W. Lipscomb Davis, Jr. Three 1999
Joe M. Rodgers Three 1999
</TABLE>
Mr. Cal Turner, Jr. is voluntarily retiring from service as
a Class One director and has declined to be nominated for re-
election. His term will expire at this Annual Meeting. The
Board of Directors intends to reduce the size of the Board to
eight members after the expiration of his term.
The Board of Directors has nominated the following two
persons for election as directors in Class One with terms of
office of three years expiring at the Annual Meeting of
Shareholders to be held in 2001:
Sam Moore
Andrew J. Young
Each of the nominees is currently a member of the Board of
Directors and was previously elected as a director by the
shareholders.
It is intended that proxies received in response to this
solicitation will, unless otherwise specified, be voted in favor
of the election of the above persons as directors of the Company
for the terms set forth above and until their successors are
elected and qualified. In case any of these persons is unable or
declines to serve, it is intended, in the absence of contrary
direction, that the proxies will be voted for the balance of
those named above and for substitute nominees selected by the
Board of Directors. The Board of Directors has no reason to
expect that any of the nominees will not be available for
election at the Annual Meeting, and therefore does not at this
time have any substitute nominees under consideration.
A plurality of the votes cast by the shares entitled to vote
in the election is required to elect a director. Shareholders
have no right to vote cumulatively for directors, but rather each
shareholder may cast one vote for each share of Common Stock and
ten votes for each share of Class B Common Stock held by such
shareholder for each director to be elected. The Board of
Directors recommends a vote FOR all nominees.
On September 30, 1997, the Commission filed civil
proceedings against incumbent director Sam Moore alleging that
Mr. Moore violated certain provisions and rules under the
Securities Exchange Act of 1934 by "marking the close" through
executing on behalf of a relative at the end of the trading day
purchases of the Company's Common Stock and by failing to file
timely a Form 4 reporting an unrelated sale of the Common Stock
by a charitable remainder trust of which Mr. Moore was the
beneficial owner. Without a hearing and without admitting or
denying the Commission's allegations or findings, Mr. Moore
consented to the entry of a cease and desist order before the
Commission and paid a $50,000 civil penalty.
The following table contains additional information
concerning the incumbent directors who will remain in office and
the director nominees. Except as indicated below, each director
and nominee has been an employee of the firm(s) listed below as
his principal occupation for more than the past five years.
<TABLE>
<CAPTION>
Director
Name Principal Occupation Age Since
- - - - ----------------------------------------------------------------------
<S> <C> <C> <C>
Brownlee O. President, Currey Investments. 69 1984
Currey, Jr. Previously served as Chairman
(C,N & A) of the Board of The Nashville
Banner Publishing Co. from
January 1980 to May 1998.
W. Lipscomb Partner of Hillsboro Enterprises; 66 1984
Davis, Jr. Director of American General
(A & C) Corporation and Genesco, Inc.
Sam Moore Chairman of the Board, Chief 68 1961
(E & N) Executive Officer and
President of the Company;
Sam Moore is the father of
S. Joseph Moore and brother
of Charles Z. Moore.
S. Joseph Moore Executive Vice President 35 1995
(E) of the Company and President
of Thomas Nelson Gift Division.
Previously served as Divisional
Vice President of the Company
in various capacities since
1991. S. Joseph Moore is the
son of Sam Moore and the
nephew of Charles Z. Moore.
Robert J. Niebel, Sr. Senior Vice President of 21st 59 1973
(E & A) Century Christian, Inc.
Millard V. Oakley Businessman managing private 68 1972
(C & N) investments.
Joe M. Rodgers Chairman of The JMR Group; 64 1992
(E) Director of AMR/American
Airlines, Inc., Gaylord
Entertainment Company,
Gryphon Holdings, Inc.,
Lafarge Corp., Tractor
Supply Co. and Willis
Corroon Group plc.
Andrew J. Young Vice Chairman of Law Companies 66 1993
(E) Group; Co-Chairman of GoodWorks
International; Director of
Archer-Daniels-Midland Company,
Cox Communications, Inc.,
Delta Airlines, Inc. and Host
Marriott Corporation. Previously
served as Co-Chairman of Atlanta
Committee for Olympic Games as
well as Mayor of Atlanta, Georgia
from 1980 to 1990.
- - - - -------------
Member of Executive (E), Compensation (C), Nominating (N),
Audit (A) Committee
</TABLE>
Nominations
In accordance with the Company's Amended Bylaws (the
"Amended Bylaws"), nominations of the persons for election to the
Board of Directors may be made at a meeting of shareholders by or
at the direction of the Board of Directors, by any nominating
committee or by any shareholder of the Company entitled to vote
for the election of directors at such meeting who complies with
the notice procedures set forth in the Amended Bylaws. To be
timely, a shareholder's notice must be delivered to or mailed and
received at the principal executive offices of the Company not
less than 60 days nor more than 90 days prior to the meeting of
shareholders; provided, however, that in the event that less than
70 days' notice or prior public disclosure of the date of such
meeting is given or made to the shareholders, notice by the
shareholder to be timely must be so received not later than the
close of business on the 10th day following the date on which
such notice of the day of the meeting was mailed or such public
disclosure was made. The Amended Bylaws require that the notice
contain certain information with respect to the proposed nominee
and as to the shareholder giving the notice. The Company will
furnish on request to any shareholder a copy of the relevant
section of the Amended Bylaws.
Board and Committee Meetings
The Board of Directors has four standing committees--the
Executive Committee, the Compensation Committee, the Audit
Committee, and the Nominating Committee. The Executive Committee
has all powers and authority vested in the Board of Directors,
except the power to declare dividends or other corporate
distributions or to remove members of the Board of Directors, but
including the power to amend or repeal bylaws, to submit to
shareholders matters that require shareholders' approval, and to
fill vacancies on the Board of Directors or any committee of the
Board of Directors. The Compensation Committee reviews and
approves management compensation and administers the Company's
retirement and incentive plans. The Nominating Committee
recommends to the Board of Directors nominees for election to the
Board of Directors. The Nominating Committee will consider
nominees recommended by the holders of the Common Stock and
Class B Common Stock provided such proposed nominees are
submitted to the Company in the manner and within the time limit
for shareholder proposals as set forth in the immediately
preceding paragraph. The Audit Committee recommends to the Board
of Directors the appointment of the independent auditors and
reviews with the auditors' representatives the scope of their
examination, their fees, the results of their examination, and
any problems identified by the independent auditors regarding
internal controls, together with their recommendations.
During the last fiscal year, the Board of Directors held
four meetings. The Compensation Committee held four meetings,
the Nominating Committee held two meetings and the Audit
Committee held six meetings. The Executive Committee held no
meetings during the fiscal year. Each of the incumbent directors
attended at least 75% of the aggregate of all Board of Director
meetings and meetings of committees on which he served during the
last fiscal year, except Mr. Young.
EXECUTIVE COMPENSATION
The following table provides information as to annual,
long-term and other compensation during fiscal years 1998, 1997
and 1996 for the Company's Chief Executive Officer and the
persons who, in fiscal 1998, were the other four most highly
compensated executive officers of the Company (collectively, the
"Named Officers"):
<TABLE>
<CAPTION>
Summary Compensation Table
Long-Term
Compensation Awards
Annual Compensation -----------------------
---------------------------- Securities
Other Underlying All
Name and Annual Options/ Other
Principal Bonus Compensa- SARs Compensa-
Position Year Salary($) ($)<F1> tion($) (#)<F2> tion($)
- - - - ----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Sam Moore 1998 $390,000 $610,000 $169,635<F3> 830,000 $ 21,239<F4>
President 1997 325,000 415,000 169,635 30,000 4,817
and Chief 1996 316,666 0 148,038 160,000 7,018
Executive
Officer
S. Joseph Moore 1998 250,000 170,000 0 70,000 11,152<F5>
Executive 1997 250,000 176,000 0 20,000 5,289
Vice 1996 227,035 0 0 110,000 6,762
President
Joe L. Powers 1998 207,000 293,000 0 65,000 10,456<F6>
Executive 1997 190,000 242,000 0 10,000 4,859
Vice 1996 180,040 0 0 30,000 7,018
President
and Secretary
Byron D.
Williamson 1998 243,000 229,000 0 65,000 10,506<F7>
President, 1997 200,000 128,500 92,786 10,000 5,029
NelsonWord 1996 187,893 0 9,701 55,000 5,263
Publishing
Division
Raymond T. Capp 1998 180,000 165,000 0 65,000 8,035<F8>
Senior Vice 1997 150,000 124,000 0 15,000 0
President 1996 150,000 37,000 0 9,000 0
Operations
<FN>
<F1> Includes for fiscal 1998 amounts attributable to a special
bonus in recognition of performance in connection with the
sale of the Company's music division in fiscal 1997, which
were earned and became payable in June 1998 to each of Sam
Moore, S. Joseph Moore, Joe L. Powers and Byron D.
Williamson, in the respective amounts of $225,000, $75,000,
$150,000 and $62,500.
<F2> Represents the number of stock options granted under the
Company's Stock Incentive Plan.
<F3> Represents amounts paid (net of taxes) to Sam Moore to
enable him to pay the after income tax cost of the premiums
on life insurance maintained on the joint lives of Sam Moore
and his wife. Such payments are contemplated by an
agreement between Sam Moore and the Company, dated May 17,
1991. See "Employment and Termination Agreements."
<F4> Includes $8,035 contributed to the ESOP and $2,462
contributed to the Company's 401(k) Plan by the Company on
behalf of Sam Moore.
<F5> Includes $8,035 contributed to the ESOP and $2,375
contributed to the Company's 401(k) Plan by the Company on
behalf of S. Joseph Moore.
<F6> Includes $8,035 contributed to the ESOP and $2,421
contributed to the Company's 401(k) Plan by the Company on
behalf of Mr. Powers.
<F7> Includes $8,035 contributed to the ESOP and $2,471
contributed to the Company's 401(k) Plan by the Company on
behalf of Mr. Williamson.
<F8> Includes $8,035 contributed to the ESOP by the Company on
behalf of Mr. Capp.
</TABLE>
Option/SAR Grants in Last Fiscal Year
This table provides information as to options granted to the
Named Officers during fiscal year 1998.
<TABLE>
<CAPTION>
Individual Grants
----------------------------------------
Percent of
Total
Options/ Potential Realizable
Number of SARs Value at Assumed
Securities Granted Exercise Annual Rates of
Underlying to of Stock Price Appreciation
Options/SARs Employees Base Expira- For Option Term <F2>
Granted in Fiscal Price ation -------------------------
Name (#) Year<F1> ($/Sh)<F2> Date 5%($) 10%($)
- - - - ----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Sam Moore 30,000<F3> 2.3% $10.875 5/15/07 $ 205,177 $ 519,958
300,000<F4> 23.4 13.000 3/02/03 1,077,498 2,380,989
250,000<F4> 19.5 16.250 3/02/03 85,415 1,171,658
250,000<F4> 19.5 19.500 3/02/03 0<F5> 359,158
S. Joseph
Moore 20,000<F3> 1.6 10.875 5/15/07 136,785 346,639
25,000<F4> 1.9 13.000 3/02/03 89,792 198,416
25,000<F4> 1.9 16.250 3/02/03 8,542 117,166
Joe L.
Powers 15,000<F3> 1.2 10.875 5/15/07 102,588 259,979
25,000<F4> 1.9 13.000 3/02/03 89,792 198,416
25,000<F4> 1.9 16.250 3/02/03 8,542 117,166
Byron D.
Williamson 15,000<F3> 1.2 10.875 5/15/07 102,588 259,979
25,000<F4> 1.9 13.000 3/02/03 89,792 198,416
25,000<F4> 1.9 16.250 3/02/03 8,542 117,166
Raymond T.
Capp 15,000<F3> 1.2 10.875 5/15/07 102,588 259,979
25,000<F4> 1.9 13.000 3/02/03 89,792 198,416
25,000<F4> 1.9 16.250 3/02/03 8,542 117,166
<FN>
<F1> Computation of percentages excluded grants to employees
whose employment terminated prior to the end of the fiscal
year.
<F2> Assumes exercise of option to purchase shares of Class B
Common Stock when either Common Stock or Class B Common
Stock may be purchased.
<F3> Options to purchase shares of Common Stock granted on May
15, 1997, pursuant to the Stock Incentive Plan. These
options vest in three equal installments of 33 1/3% each
beginning on the first anniversary of the date of grant.
<F4> Options to purchase at the election of the optionee shares
of either Common Stock or Class B Common Stock granted on
March 2, 1998, pursuant to the Stock Incentive Plan. These
options vest on the first anniversary of the date of grant.
<F5> Realizable value is negative
</TABLE>
Fiscal Year-End Option Values
The following table provides information as to the aggregate
number of shares of Common Stock and Class B Common Stock covered
by both exercisable and unexercisable stock options as of
March 31, 1998, and the values for the "in-the-money" options,
which represent the positive spread between the exercise price of
any such existing stock options and the year-end price of the
Common Stock or Class B Common Stock. No options were exercised
by the Named Officers during the fiscal year ended March 31,
1998.
<TABLE>
<CAPTION>
Number of Securities
Underlying Value of Unexercised
Unexercised Option/SARs Options/SARs
at Fiscal Year-End (#) at Fiscal Year-End ($)<F1>
---------------------------------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- - - - -------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Sam Moore 65,104 986,147 $24,376 $1,005,625
S. Joseph Moore 39,376 173,124 26,250 148,750
Joe L. Powers 18,698 95,677 16,875 127,500
Byron D. Williamson 24,376 118,124 5,625 123,750
Raymond T. Capp 19,542 81,958 8,438 126,563
<FN>
<F1> Certain outstanding options are exercisable for either
Common Stock or Class B Common Stock and, where appropriate,
the value of unexercised options reflects gains based on the
closing price of either stock depending on which option to
purchase stock was "in-the-money" at fiscal year end. On
March 31, 1998, the closing price of the Common Stock and
Class B Common Stock on the New York Stock Exchange was
$13.75 and $16.00, respectively.
</TABLE>
Directors Compensation
Directors not otherwise employed by the Company receive
$1,200 per month plus $1,000 for attending, in person, each
meeting of the Board of Directors or any committee, when such
committee meetings are separately called and held. Directors
attending such meetings by means of a telephone conference call
receive $500 for each meeting. Board members who are employed as
officers by the Company receive no extra compensation for their
services as directors or committee members. All directors are
reimbursed by the Company for expenses incurred by them in
connection with their service on the Board of Directors and
committees.
In fiscal 1998, the Company adopted the 1997 Deferred
Compensation Plan for Non-Employee Directors (the "Non-Employee
Directors Plan"). Pursuant to the Non-Employee Directors Plan,
beginning in September 1997 directors who are not employed as
officers of the Company may file with the Company an irrevocable
election to defer payment of not less than fifty percent (50%) of
the retainer fees to be earned during each fiscal year. Deferred
amounts are invested in an account reflected in Company stock
equivalent units, the number of which is computed by dividing the
amount of the deferred retainer fees by the fair market value of
the Company's shares on the date of deferral. Directors may
elect the form and timing of payments of deferred amounts (and
any earnings reflecting dividends thereon), to be paid in cash
from the Company in a lump sum or installment payments after such
director's sixty-fifth or seventieth birthday, based on the
number of stock equivalent units in such director's account and
the fair market value of the Company's shares on the first
business day of the year in which payments are made. In
addition, pursuant to the Stock Incentive Plan, each outside
director receives a non-qualified stock option to purchase 2,000
shares of Common Stock on the date of each annual meeting of
shareholders with an exercise price equal to the fair market
value of the Common Stock on such date. The shares subject to
such options vest on the first anniversary of the date of grant
and are exercisable for a period of ten years.
Employment and Termination Agreements
The Company has multi-year employment agreements with each
Named Officer that provide for an annual base salary, the
opportunity to receive incentive and bonus compensation, fringe
benefits and life insurance. The employment agreement of each of
Sam Moore, S. Joseph Moore and Joe Powers contains certain
provisions that entitle them to receive certain payments
including a severance payment and (at the employee's election)
the cash out of certain stock and stock-based awards under
Company incentive plans in the event they are involuntarily
terminated or resign with good reason within contracted time
periods following a change in control of the Company. Sam Moore's
severance payment is equal to 2.99 times his then current base
salary, and each of S. Joseph Moore's and Joe Powers' severance
payment is equal to 2 times their respective then current base
salaries. In addition, if Sam Moore retires after the expiration
of his employment agreement (March 31, 2001), he will be entitled
to a lump sum payment by the Company equivalent to two years'
base salary, in special recognition of his service to the
Company.
The Company also has an agreement with Sam Moore which
provides that upon termination of employment by the Company for
any reason other than for serious misconduct, death, disability,
or voluntary action by Mr. Moore, Mr. Moore will receive
severance compensation equal to an amount necessary to fund
certain insurance survivorship policies until a net death benefit
of $10,000,000 is attained, or December 31, 2006, whichever is
earlier. The policy proceeds will be paid to a trust established
for the benefit of Mr. Moore's family.
Compensation Committee Report
Decisions concerning the compensation of the Company's executives
are made by the Compensation Committee of the Board of Directors.
Each member of the Compensation Committee is a non-employee
director. The Compensation Committee is responsible for reviewing
and setting the compensation of the Company's senior executives
and for establishing general executive compensation policies for
the Company.
Compensation Philosophy and Policies
for All Executive Officers
The Compensation Committee believes that the primary objectives
of the Company's executive compensation policy should be:
to attract and retain talented executives by providing a
compensation program that is competitive with the compensation
provided to executives at companies of comparable size and
position in the publishing and gift business, while maintaining
compensation within levels that are consistent with the Company's
business plan, financial objectives and operating performance;
to provide appropriate incentives for executives to work towards
the achievement of the Company's annual performance targets
established in the Company's business plan; and
to more closely align the interests of its executives with those
of shareholders by providing long-term incentive compensation in
the form of stock awards and options or other equity-based, long-
term incentive compensation.
The Compensation Committee believes that the Company's executive
compensation policies should be reviewed during the first quarter
of the fiscal year when the financial results of the prior fiscal
year become available. The policies should be reviewed in light
of their consistency with the Company's financial performance,
its business plan and its position within the publishing and gift
industry, as well as the compensation policies of similar
companies in the publishing and gift business. The compensation
of individual executives should then be reviewed annually by the
Compensation Committee in light of its executive compensation
policies for that year.
In setting and reviewing compensation for the executive officers,
the Compensation Committee considers a number of different
factors designed to assure that compensation levels are properly
aligned with the Company's business strategy, corporate culture
and operating performance. Among the factors considered are the
following:
Comparability--The Compensation Committee considers the
compensation packages of similarly situated executives at
companies deemed to be most comparable to the Company. The
objective is to maintain competitiveness in the marketplace in
order to attract and retain the highest quality executives. This
is a principal factor in setting base levels of compensation.
Pay for Performance--The Compensation Committee believes that
compensation should be in part directly linked to operating
performance. To achieve this link with regard to short-term
performance, the Compensation Committee has relied on cash
bonuses which have been determined on the basis of certain
objective and subjective factors after receiving the
recommendations of senior management.
Equity Ownership--The Compensation Committee believes that an
integral part of the executive compensation program at the
Company is equity-based compensation plans which encourage and
create ownership of the Company's stock by its executives,
thereby aligning executives' long-term interests with those of
the shareholders. These long-term incentive programs are
principally reflected in the Company's stock-based incentive
plans. The Compensation Committee believes that significant stock
ownership is a major incentive in building shareholder value and
reviews awards of equity-based incentives with that goal in mind.
Qualitative Factors--The Compensation Committee believes that in
addition to corporate performance and specific division
performance, it is appropriate to consider in setting and
reviewing executive compensation the personal contributions that
a particular individual may make to the success of the corporate
enterprise. Such qualitative factors as leadership skills,
planning initiatives, development skills, public affairs and
civic involvement have been deemed to be important qualitative
factors to take into account in considering levels of
compensation.
In connection with the annual review of the Company's executive
compensation policies, the Compensation Committee deemed it
appropriate to engage a nationally recognized compensation
consulting firm (the "Consultant") to assist the Compensation
Committee in its review and to provide advice with respect to the
Company's compensation arrangements for the Company's senior
executive officers for fiscal 1998. The peer group which the
Compensation Committee utilized for purposes of evaluating
compensation for executive officers consisted of publishing and
gift companies, which are similar to the Company in size. The
Compensation Committee reviewed the peer group utilized in fiscal
1998 in light of the changes in the Company's business and in the
business of the companies in that peer group. The Compensation
Committee determined in its subjective judgment that changes
needed to be made in the peer group to improve its comparability
and that the modified peer group should be used in making
compensation decisions in fiscal 1999 and for use in the
Performance Graph set forth in this Proxy Statement.
Compensation of Executive Officers
The Compensation Committee believes that the compensation for
each of its executive officers should consist of a base salary,
the potential for an annual cash bonus and equity-based long-term
incentive compensation. The Compensation Committee has applied
the policies described herein to fiscal 1998 compensation for
executive officers, including the Named Officers.
Base Compensation. In determining whether an increase in base
compensation for its executive officers was appropriate for
fiscal 1998, the Compensation Committee reviewed salary ranges
recommended by the Consultant and sought the advice of the Chief
Executive Officer. The Compensation Committee subjectively
determined base compensation on the basis of discussions with the
Chief Executive Officer, a review of the base compensation of
executive officers of comparable companies, the advice of the
Consultant, its experience with the Company and in business
generally, and what it viewed to be appropriate levels of base
compensation after taking into consideration the performance of
the Company and the contributions of each executive officer. As a
result of this review, increases averaging approximately 14% in
the base salaries for the Named Officers for fiscal 1998 were
made, with specific increases varying from 0 to approximately
22%, reflecting the Compensation Committee's subjective judgment
as to the competitive level of the compensation being paid to
each executive, the executive's contribution to the Company's
performance and the responsibilities undertaken by the executive
officer. As a result of these increases, base salaries for the
Named Officers were set for fiscal 1998 at approximately the 50th
percentile of the base compensation of executives with similar
responsibilities at comparable companies. The Compensation
Committee did not assign any relative weight to the quantitative
and qualitative factors which were applied subjectively in
reaching its base compensation decisions.
Annual Incentive and Bonus Compensation. For fiscal 1998, the
Compensation Committee established performance goals for awarding
cash incentive payments, including targeted pre-tax profits for
the Company, improvements in the Company's return on assets ratio
and, for certain Named Officers, pre-determined margin
contributions for specific divisions of the Company. The amount
of any potential award varied with each executive officer. Based
on satisfying certain of these performance goals, the Named
Officers earned annual incentive payments aggregating $954,500
for fiscal 1998. In addition, as a result of the sale of the
Company's music division in fiscal 1997 and the extraordinary
profit realized by the Company as a result of the sale, the
Compensation Committee determined that it was appropriate to
consider the payment of a special bonus to certain of the Named
Officers who contributed to the net profit realized by the
Company from the sale of the music division. After discussion
with and receipt of recommendations from the Consultant, the
Compensation Committee determined to designate a bonus to certain
executives in recognition of the contributions provided by such
persons in connection with the realization of the net profit
derived from the sale of the assets of the Company's music
division in fiscal 1997. With respect to certain executives,
half of each such executive's bonus amount was paid in fiscal
1998, with the remaining half to be deemed earned and payable in
fiscal 1999. The aggregate amount of such bonus paid in fiscal
1998 to the Named Officers was $512,500 and the aggregate amount
of such bonus to be paid in fiscal 1999 to the Named Officers
will be $512,500.
Long-Term Incentive Compensation. The Compensation Committee
believes the Company should make it a part of its regular
executive compensation policies to grant annual awards of long-
term, equity based incentives to executive officers and other key
employees as part of the compensation package that is reviewed
annually for each executive officer. In making these awards, the
Compensation Committee establishes guidelines at the time of the
annual review and takes into account the recommendations of the
Chief Executive Officer prior to approving annual awards of long-
term, equity-based incentive compensation to the other executive
officers.
As part of the Compensation Committee's annual review of the
Company's executive compensation policies for fiscal 1998 and
based upon the recommendations of the Consultant, the
Compensation Committee determined to grant stock options with an
exercise price based on the fair market value of the Common Stock
on the date of grant as long-term, equity-based incentive
compensation to the Company's management team. Accordingly,
during fiscal 1998, the Compensation Committee considered, with
the assistance of the Consultant, the amount of stock option
holdings by its senior executives in relation to the holdings by
senior executives of comparable companies. As a result of this
analysis the Compensation Committee granted to the Named Officers
annual stock option awards ("Annual Options") to purchase an
aggregate of 95,000 shares of Common Stock. The Annual Options
vest at a rate of 33 1/3% on the first through third
anniversaries of the date of grant. In the fourth quarter of
fiscal 1998, the Compensation Committee considered the
sufficiency of the total awards of outstanding options to key
executive officers as long-term, equity-based incentive
compensation in light of the need to continue to attract and
retain and incentivize the executive officers of the Company.
The Compensation Committee engaged the Consultant to advise the
Compensation Committee with respect to the appropriate structure
of compensation awards. In connection with the review and based
upon the recommendations of the Consultant, the Compensation
Committee determined that additional equity incentives were
appropriate and granted to the Named Officers a one-time grant
("Special Options") to purchase an aggregate of 1,000,000 shares
of Common Stock or Class B Common Stock. The Special Options
vest one year from the date of grant and have exercise prices of
100% to 150% of the fair market value on the date of grant. Both
the Annual Options and the Special Options are non-qualified
options and were granted under the 1992 Stock Incentive Plan. See
"--Option/SAR Grants in Last Fiscal Year." The size and terms of
each option grant to each Named Officer were determined by the
Compensation Committee, after receiving the advice of the
Consultant, based primarily upon an analysis of comparable
companies, a subjective assessment of such Named Officer's
performance and his respective level of responsibility in the
organization. In connection with the grant of Special Options to
the CEO, the Compensation Committee determined that there would
be no increase in base compensation to the CEO and no additional
stock option grants to the CEO for the next five years.
Chief Executive Officer Compensation. The Compensation Committee
reviewed the performance of the Company and of Sam Moore as its
Chairman, Chief Executive Officer and President in determining
his compensation for the 1998 fiscal year. The Compensation
Committee took into account the Company's performance, the base
compensation of Mr. Moore relative to the chief executive
officers of comparable companies, the advice of the Consultant
and the longevity of Mr. Moore's service to the Company. In light
of these considerations, the Compensation Committee determined
that his base compensation for fiscal 1998 should be increased to
$400,000. In reaching this decision, the Compensation Committee
also took into account that as part of Mr. Moore's compensation
the Company paid him an additional $163,932 to enable him to pay
the after income tax cost of premiums for life insurance
maintained on the joint lives of Mr. Moore and his wife. This
payment was made pursuant to a previously executed agreement and
is conditioned upon Mr. Moore maintaining in excess of 3,000,000
votes of Common Stock and Class B Common Stock at all times. See
"--Employment and Termination Agreements." The life insurance is
designed to ensure sufficient liquidity for Mr. Moore's estate so
that the estate would not be forced to sell its significant stock
position in the Company to fund its estate tax liability, thus
providing stability in the market for the Company's securities.
Mr. Moore was eligible to receive a cash incentive payment if the
Company achieved certain targeted pre-tax profits and improved
its return on assets ratio as set by the Compensation Committee.
Based on such criteria, Mr. Moore received a cash incentive
payment award for fiscal 1998 in the amount of $385,000. In
addition, in connection with the special bonus determined by the
Committee to be paid to the Named Officers in connection with the
sale of the music division in fiscal 1997, Mr. Moore received a
special bonus in the amount of $225,000 paid in fiscal 1998, and
will receive an additional $225,000 bonus in fiscal 1999.
The Compensation Committee also believed that it was important
for Mr. Moore to continue to be awarded from time to time long-
term, equity-based incentive compensation. During fiscal 1998,
the Compensation Committee granted Mr. Moore an Annual Option to
purchase 30,000 shares of Common Stock. See "--Option/SAR Grants
in Last Fiscal Year." The size of the stock option grant to Mr.
Moore was determined by the Compensation Committee based upon a
subjective assessment of Mr. Moore's contributions to the
Company. In addition, in the fourth quarter of fiscal 1998, the
Compensation Committee awarded Mr. Moore Special Options as
follows: an option to purchase 300,000 shares of Common Stock or
Class B Common Stock at 100% of fair market value on the date of
grant; an option to purchase 250,000 shares of Common Stock or
Class B Common Stock at 125% of fair market value on the date of
grant; and an option to purchase 250,000 shares of Common Stock
or Class B Common Stock at 150% of fair market value on the date
of grant. In connection with the grant of the Special Options,
Mr. Moore agreed that he would receive no increase in base
compensation and no further option awards for five years after
the date of grant. It is the subjective opinion of the
Compensation Committee, based upon the advice of the Consultant,
that even though Mr. Moore already owned a significant amount of
the equity of the Company, the grant of additional stock options
as long-term, equity-based incentive compensation, particularly
with option exercise prices above fair market value for certain
of his Special Options, would provide Mr. Moore with a further
incentive to build shareholder value for the benefit of all
shareholders.
Federal Income Tax Deductibility Limitations. Section 162(m) of
the Internal Revenue Code of 1986, enacted as part of the Omnibus
Budget Reconciliation Act in 1993 ("OBRA"), generally disallows a
tax deduction to public companies for compensation over
$1,000,000 paid to the Company's Chief Executive Officer and four
other most highly compensated executive officers. Compensation
paid to these officers in excess of $1,000,000 that is not
performance-based cannot be claimed by the Company as a tax
deduction.
The Compensation Committee believes it is appropriate to take
into account the $1,000,000 limit on the deductibility of
executive compensation and to seek to qualify executive
compensation awards as performance-based compensation excluded
from the $1,000,000 limit. Stock options and other equity-based
incentives granted under the Company's stock incentive plans are
intended to qualify as performance-based compensation; however,
the Compensation Committee recognizes that interpretations of the
Internal Revenue Service with respect to Section 162(m) matters
may result in compensation related to certain options not
qualifying for exclusion from the $1,000,000 limit and therefore
took that risk into account in granting the Annual and Special
Options in fiscal 1998. None of the executive officers received
compensation in fiscal 1998 that exceeded the $1,000,000 limit on
deductibility.
May 21, 1998 Millard V. Oakley, Chairman
Brownlee O. Currey, Jr.
W. Lipscomb Davis, Jr.
Performance Graph
In connection with the annual review of the Company's
executive compensation policies for fiscal 1998, the Compensation
Committee reviewed the composition of the peer group. Due to the
Company's sale of the music division in fiscal 1997, the
Compensation Committee determined that a peer group of comparable
publishing and gift companies was appropriate both for reviewing
the Company's executive compensation policies and for use in the
Performance Graph hereinafter set forth thus eliminating certain
media companies. The new peer group (the "New Peer Group") is
comprised of the following 13 publicly traded companies:
American Greetings Corp. Meredith Corp.
Courier Corp. Plenum Publishing Corp.
Day Runner, Inc. Scholastic Corp.
Gibson Greetings, Inc. Value Line, Inc.
Golden Books Family Waverly, Inc.
Entertainment, Inc. John Wiley & Sons, Inc.
Houghton Mifflin Co.
Jostens, Inc.
The companies in the Former Peer Group include the following
17 publicly traded companies:
American Greetings Corp. King World Productions, Inc.
BET Holdings, Inc. Marvel Entertainment Group, Inc.
Courier Corp. Meredith Corp.
Day Runner, Inc. Plenum Publishing Corp.
Gaylord Entertainment Co. Scholastic Corp.
Golden Books Family Value Line, Inc.
Entertainment, Inc. Waverly, Inc.
Houghton Mifflin Co. John Wiley & Sons, Inc.
Integrity Music, Inc.
Jostens, Inc.
The following graph compares the five-year cumulative
returns of $100 invested on March 31, 1993 in (i) the Common
Stock, (ii) the Class B Common Stock, (iii) Standard & Poor's
MidCap 400 Index (the "S&P MIDCAP 400 Index"), (iv) an index
compiled by the Company and composed of the publicly traded
common stock of the companies comprising the New Peer Group (the
"New Peer Group Index") and (v) an index compiled by the Company
and composed of the publicly traded common stock of the companies
comprising the Former Peer Group (the "Former Peer Group Index"),
assuming the reinvestment of all dividends. The returns on the
common stock of each member of the Former Peer Group Index and
the New Peer Group Index have been weighted to reflect relative
stock market capitalization.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
Among Thomas Nelson, Inc. Common Stock,
Thomas Nelson, Inc. Class B Common Stock,
the S&P MidCap 400 Index, the New Peer
Group Index and the Former Peer Group Index
[Line graph placed here representing data below.]
<TABLE>
<CAPTION>
1993 1994 1995 1996 1997 1998
------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Thomas Nelson, Inc.--Common
Stock (TNM) $100 $125 $159 $122 $ 87 $115
Thomas Nelson, Inc.--Class B
Common Stock (TNM.B) 100 143 156 145 159 131
S&P MIDCAP 400 Index 100 106 115 148 164 244
New Peer Group Index 100 99 111 127 132 193
Former Peer Group Index 100 101 115 130 130 194
</TABLE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as
amended, requires the Company's executive officers, directors and
persons who own more than 10% of a registered class of the
Company's equity securities to file reports of ownership and
changes in ownership with the Commission. Executive officers,
directors and greater than 10% beneficial owners are required by
regulations of the Commission to furnish the Company with copies
of all Section 16(a) reports so filed.
Based solely upon a review of the Forms 3, 4 and 5 and
amendments thereto, and certain written representations furnished
to the Company, the Company believes that, during the fiscal year
ended March 31, 1998, its executive officers, directors and
greater than 10% beneficial owners complied with all applicable
filing requirements.
INDEPENDENT PUBLIC ACCOUNTANTS
The Company's financial statements for the year ended
March 31, 1998, were examined by Arthur Andersen LLP, independent
certified public accountants. Representatives of Arthur
Andersen LLP are expected to be present at the Annual Meeting.
Such representatives will have the opportunity to make a
statement if they desire to do so, and will be available to
respond to appropriate questions.
In keeping with its past practice, the Board of Directors
does not intend to select independent auditors for the year
ending March 31, 1999 until after the Annual Meeting.
DEADLINE FOR SUBMISSION OF SHAREHOLDER PROPOSALS TO BE
PRESENTED AT 1999 ANNUAL MEETING OF SHAREHOLDERS
Shareholder proposals intended to be presented at the Annual
Meeting of Shareholders to be held in 1999 must be received in
writing by the Company at its executive offices at 501 Nelson
Place, Nashville, Tennessee 37214-1000, not later than March 12,
1999, in order to be included in the Company's proxy statement
and proxy for that meeting.
METHOD OF COUNTING VOTES
Pursuant to rules promulgated by the Commission, boxes and a
designated blank space are provided on the proxy card for
shareholders to mark if they wish to vote "for," "against" or
"withhold authority" (or abstain) to vote for one or more of the
director nominees, and to vote "for," "against" or "abstain" from
voting on any other matters submitted to the shareholders. Under
applicable securities laws, Tennessee law and the Company's
charter and bylaws, an abstention or withholding of authority to
vote will have no effect on the outcome of the election of
directors, as such election is determined by the number of votes
cast. Shares represented at the Annual Meeting by proxies
containing instructions to "withhold authority" or abstain will
nonetheless be counted as present for purposes of determining
whether a quorum exists at the Annual Meeting.
A broker non-vote occurs when a broker holding shares
registered in a street name is permitted to vote, in the broker's
discretion, on routine matters without receiving instructions
from the client, but is not permitted to vote without
instructions on non-routine matters, and the broker returns a
proxy card with no vote (the "non-vote") on the non-routine
matter. Under Tennessee law and the Company's charter and
bylaws, broker non-votes will have no impact on any of the
matters to be submitted to the shareholders at the Annual
Meeting, but shares represented by a proxy card marked with a
non-vote would be counted as present for purposes of determining
the existence of a quorum. Under New York Stock Exchange rules,
the election of directors is a matter on which a broker has the
discretion to vote if instructions are not received from the
client at least 10 days prior to the Annual Meeting, but brokers
may not have the discretion to vote on any other proposal in the
absence of instructions from their clients.
MISCELLANEOUS
The cost of this solicitation of proxies will be borne by
the Company. It is anticipated that the solicitation will be
made primarily by mail, but regular employees or representatives
of the Company may, without additional compensation, also solicit
proxies by telephone, telegram, or personal interview and arrange
for brokerage houses and other custodians, nominees, and
fiduciaries to send proxies and proxy material to their
principals at the Company's expense.
The Board of Directors is not aware of any business other
than that described in this Proxy Statement to be presented for
action at the Annual Meeting, but the persons named in the proxy
intend to vote or act with respect to any other proposal that may
be properly brought before the Annual Meeting in accordance with
their judgment.
The Annual Report to Shareholders for the year ended
March 31, 1998, is being mailed to all shareholders entitled to
vote at the Annual Meeting. Additional information is contained
in the Company's Annual Report on Form 10-K for the fiscal year
ended March 31, 1998, filed with the Commission. The Company
will furnish without charge to any shareholder a copy of its
complete Annual Report on Form 10-K, including the financial
statements and schedules thereto, upon written request to Joe
L. Powers, Executive Vice President and Secretary, Thomas Nelson,
Inc., P. O. Box 141000, Nashville, Tennessee 37214-1000.
By order of the Board of Directors.
THOMAS NELSON, INC.
By Sam Moore, President
July 10, 1998
APPENDIX A
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
THOMAS NELSON, INC.
501 Nelson Place
Nashville, TN 37214-1000
The undersigned hereby appoints SAM MOORE and JOE L. POWERS, or
either of them, as proxies, each with the power to appoint his
substitute, and hereby authorizes them to represent and to vote,
as designated below, all the shares of Common Stock and Class B
Common Stock of Thomas Nelson, Inc. held of record by the
undersigned on June 29, 1998, at the Annual Meeting of
Shareholders to be held at the Loews Vanderbilt Plaza, 2100 West
End Avenue, Nashville, Tennessee 37203 on Thursday, August 20,
1998, at 11:00 a.m., local time, or any adjournment thereof.
1. ELECTION OF DIRECTORS
[ ] FOR all nominees listed [ ] WITHHOLD AUTHORITY (Abstain)
below (except as to vote for all nominees
marked to the contrary listed below:
below):
Sam Moore Sam Moore
Andrew J. Young Andrew J. Young
[ ] AGAINST all nominees
listed below:
Sam Moore
Andrew J. Young
INSTRUCTION: To vote FOR, AGAINST or to WITHHOLD AUTHORITY
(Abstain) to vote for any individual nominee, write that
nominee's name on the space provided below and indicate whether
your vote is FOR, AGAINST or to WITHHOLD AUTHORITY (Abstain) to
vote for that nominee.
- - - - ---------------------------------------------------------------
- - - - ---------------------------------------------------------------
2. In their discretion, the proxies are authorized to vote upon
such other business as may properly come before the meeting.
This proxy when properly executed will be voted in the manner
directed herein by the undersigned shareholder. If no direction
is made, this proxy will be voted FOR the election as directors
of all the nominees named above.
PLEASE MARK, SIGN, DATE
AND RETURN THE PROXY CARD
PROMPTLY USING THE
ENCLOSED ENVELOPE.
Please sign exactly as
name appears below. When
shares are held by joint
tenants, both should
sign. When signing as
attorney, executor,
administrator, trustee,
or guardian, please give
full title as such. If a
corporation, please sign
in full corporate name by
President or other
authorized officer. If a
partnership, please sign
in partnership name by
authorized persons.
-------------------------
Signature
-------------------------
Signature
DATED: ,1998
-------------
