SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Thomas Nelson, Inc.
---------------------
(Name of Issuer)
Common Stock
Class B Common Stock
--------------------
(Title of Class of Securities)
640376109
640376208
--------------------
(CUSIP Number)
Sam Z. Moore
501 Nelson Place, Nashville, TN 37214-1000
(615) 889-9000
--------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notice and Communications)
April 12, 1999
---------------------
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition that is the subject of
this Schedule 13D, and is filing this schedule because of Rule
13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ].
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however,
see the Notes).
CUSIP NO. 640376109 13D Page 2 of 7
==============================================================
NAME OF REPORTING PERSON
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sam Z. Moore
SSN ####-##-####
- --------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2
Not applicable (a) [ ]
(b) [ ]
- --------------------------------------------------------------
SEC USE ONLY
3
- --------------------------------------------------------------
SOURCE OF FUNDS
4
00/NA
- --------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
5 [ X ]
- --------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States of America
- --------------------------------------------------------------
SOLE VOTING POWER
7 2,509,914 shares of Common Stock
(includes 568,471 shares of Class B
Common Stock which is convertible
into Common Stock on a one to one
basis)
NUMBER OF -------------------------------------
SHARES SHARED VOTING POWER
BENEFICIALLY 8 59,176 shares of Common Stock (includes
OWNED BY 3,435 shares of Class B Common Stock
EACH which is convertible into Common Stock
REPORTING on a one to one basis)
PERSON -------------------------------------
WITH SOLE DISPOSITIVE POWER
9 2,483,539 shares of Common Stock
(includes 566,834 shares of Class B
Common Stock which is convertible into
Common Stock on a one to one basis)
--------------------------------------
SHARED DISPOSITIVE POWER
10 85,551 shares of Common Stock (includes
5,077 shares of Class B Common Stock
which is convertible into Common Stock
on a one to one basis)
- ---------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
11 2,569,095 shares of Common Stock, consisting of 439,722
shares of Common Stock held directly, 636,212 shares of
Common Stock held indirectly, options to purchase 20,000
shares of Common Stock (right to acquire) that are vested
or will vest within 60 days of the date hereof, options to
purchase 941,250 shares of either Common Stock or Class B
Common Stock (right to acquire) that are vested or will vest
within 60 days of the date hereof, and 531,911 shares of
Common Stock issuable upon conversion of 531,911 shares of
Class B Common Stock, which is convertible on a one to one
basis at the election of the holder at any time.
- --------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
12 N/A [ ]
- --------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13 16.9% Common Stock
- --------------------------------------------------------------
TYPE OF REPORTING PERSON
14 Individual
- --------------------------------------------------------------
CUSIP NO. 640376208 13D Page 3 of 7
==============================================================
NAME OF REPORTING PERSON
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sam Z. Moore
SSN ####-##-####
- --------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2
Not applicable (a) [ ]
(b) [ ]
- --------------------------------------------------------------
SEC USE ONLY
3
- --------------------------------------------------------------
SOURCE OF FUNDS
4
00/NA
- --------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
5 [ X ]
- --------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States of America
- --------------------------------------------------------------
SOLE VOTING POWER
7 1,469,726 shares of Class B Common Stock
NUMBER OF -------------------------------------
SHARES SHARED VOTING POWER
BENEFICIALLY 8 3,435 shares of Class B Common Stock
OWNED BY
EACH
REPORTING -------------------------------------
PERSON SOLE DISPOSITIVE POWER
WITH 9 1,468,084 shares of Class B Common Stock
-------------------------------------
SHARED DISPOSITIVE POWER
10 5,077 shares of Class B Common Stock
- --------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
11 1,473,161 shares of Class B Common Stock, consisting of
528,476 shares of Class B Common Stock held directly, 3,435
shares of Class B Common Stock held indirectly, and options
to purchase 941,250 shares of either Common Stock or Class B
Common Stock (right to acquire) that are vested or will vest
within 60 days of the date hereof.
- --------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
12 N/A [ ]
- --------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
13 71.8% Class B Common Stock
- --------------------------------------------------------------
TYPE OF REPORTING PERSON
14 Individual
- --------------------------------------------------------------
Date: 5/12/99 Page 4 of 7
==============================================================
Item 1. Security and Issuer.
This Schedule 13D relates to the Common Stock, par value
$1.00 per share (the "Common Stock"), and the Class B Common
Stock, par value $1.00 per share (the "Class B Common Stock"),
of Thomas Nelson, Inc., a Tennessee corporation (the
"Issuer"). The principal executive offices of the Issuer are
located at 501 Nelson Place, Nashville, Tennessee 37214-1000.
Item 2. Identity and Background.
(a) Sam Z. Moore.
(b) 501 Nelson Place, Nashville, Tennessee 37214-1000
(c) President and Chief Executive Officer, Thomas Nelson,
Inc., 501 Nelson Place, Nashville, Tennessee 37214-1000.
(d) N/A
(e) On September 30, 1997, the Securities and Exchange
Commission filed civil proceedings against Mr. 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 Issuer's Common Stock and by failing to
file a timely Form 4 reporting on unrelated sales 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.
(f) United States.
Item 3. Source and Amount of Funds or Other
Consideration.
This Schedule 13D is filed to reflect Mr. Moore's
beneficial ownership of Common Stock and Class B Common Stock
of the Issuer, including beneficial ownership resulting from
the vesting of certain stock options issued pursuant to the
Issuer's 1992 Employee Stock Incentive Plan. The additional
Common Stock options will become exercisable on May 15, 1999
for the purchase of 10,000 shares of Common Stock at an exercise
price of $10.87 per Common share. The additional Class B Common
Stock options will become exercisable on June 12, 1999 for the
purchase of 40,000 shares of Class B Common Stock at an exercise
price of $20.50 per Class B share. These option grants were
awarded by the Compensation Committee of the Board of Directors
of the Issuer pursuant to the Issuer's 1992 Employee Stock
Incentive Plan as long-term incentive compensation as set forth
in the Issuer's Proxy Statement dated July 10, 1998 for its
Annual Meeting of Shareholders.
Item 4. Purpose of Transaction.
The option grants vesting on May 15, 1999 and June 12, 1999
are long-term incentive compensation. Mr. Moore holds shares of
Common Stock and Class B Common Stock described herein for
investment purposes, but may consider plans or proposals in the
future which relate to or would result in:
(a) the acquisition of additional securities of the Issuer
or the disposition of securities of the Issuer; (b) an
extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer; (c) a
sale or transfer of a material amount of assets of the Issuer;
(d) a change in the present Board of Directors or management
of the Issuer; (e) a material change in the present
capitalization or dividend policy of the Issuer; (f) any other
material change in the Issuer's business or corporate
structure; (g) changes in the Issuer's charter or bylaws or
other actions which may impede the acquisition of control of
the Issuer by any person; (h) causing a class of securities of
the Issuer to be delisted from a national securities exchange
or to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities
association; (i) causing a class of equity securities of the
Issuer to become eligible for termination of registration
pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934, as amended; or (j) any action similar to any of those
enumerated above.
Item 5. Interests in Securities of the Issuer.
(a) Mr. Moore beneficially owns 16.9% of the Common Stock
of the Issuer, or 2,569,095 shares of Common Stock, consisting
of 439,722 shares of Common Stock held directly, 636,212 shares
of Common Stock held indirectly, options to purchase 20,000
shares of Common Stock (right to acquire) that are vested or
will vest within 60 days of the date hereof, options to puchase
941,250 shares of either Common Stock or Class B Common Stock
(right to acquire) that are vested or will vest within 60 days
of the date hereof, and 531,911 shares of Common Stock issuable
upon conversion of 531,911 shares of Class B Common Stock, which
is convertible on a one to one basis at the election of the
holder at any time.
Mr. Moore also beneficially owns 71.8% of the Class B Common
Stock of the Issuer, or 1,473,161 shares of Class B Common Stock,
consisting of 528,476 shares of Class B Common Stock held
directly, 3,435 shares of Class B Common Stock held indirectly,
and options to purchase 941,250 shares of either Common Stock
or Class B Common Stock (right to acquire) that are vested or
will vest within 60 days of the date hereof.
(b) Mr. Moore beneficially owns the following number
of shares with:
Common Stock:
-------------
Sole Voting Power: 2,509,914 shares of Common Stock
(includes 568,471 shares of Class B Common Stock which
is convertible into Common Stock on a one to one basis)
Shared Voting Power: 59,176 shares of Common Stock
(includes 3,435 shares of Class B Common Stock which
is convertible into Common Stock on a one to one basis)
Sole Dispositive Power: 2,483,539 shares of Common
Stock (includes 566,834 shares of Class B Common Stock
which is convertible into Common Stock on a one to one
basis.
Shared Dispositive Power: 85,551 shares of Common
Stock (includes 5,072 shares of Class B Common Stock
which is convertible tno Common Stock on a one to one
basis.
Class B Common Stock:
---------------------
Sole Voting Power: 1,469,726 shares of Class B Common
Stock
Shared Voting Power: 3,435 shares of Class B Common
Stock
Sole Dispositive Power: 1,468,084 shares of Class B
Common Stock
Shared Dispositive Power: 5,077 shares of Class B
Common Stock
Shared Voting Power: voting power with respect to 59,176
shares of Common Stock beneficially owned (including 3,435 shares
of Class B Common Stock) is shared with Mr. Moore's spouse,
Peggy Moore, whose address is 33 Northumberland, Nashville,
Tennessee, 37215. Mrs. Moore is a homemaker and a citizen of
the United States. Mrs. Moore has no disclosures pursuant to
Item 2(d) and (e).
Shared Dispositive Power: Mr. Moore shares dispositive
power with respect to 85,551 shares of Common Stock described
immediately above (including 3,435 shares of Class B Common
Stock) with his spouse, Peggy Moore. Mr. Moore shares dispositive
power with respect to 26,380 shares of Common Stock beneficially
owned (includes 1,642 shares of Class B Common Stock) and held
in the Thomas Nelson Employee Stock Ownership Plan (the "ESOP").
The ESOP Trustee is Merrill Lynch Trust Company of Florida (the
"Trustee"), a Florida corporation whose principal business is
investment and brokerage services. The address of the Trustee's
principal office is 50 North Laura Street, Suite 3650, Jacksonville,
Florida, 32202. To Mr. Moore's knowledge, the Trustee has no
disclosures pursuant to Item 2(d) and (3).
(c) N/A
(d) N/A
(e) N/A
Item 6. Contracts, Arrangements, Understandings, or
Relationships with Respect to Securities of the Issuer.
Mr. Moore's beneficial ownership of the Issuer's Common
Stock and Class B Common Stock includes the right to acquire
941,250 shares of Common Stock or Class B Common Stock upon
the exercise of options granted under the Issuer's 1992
Employee Stock Incentive Plan. On March 2, 1998, Mr. Moore
received a special grant under the 1992 Employee Stock
Incentive Plan of options to purchase 800,000 shares of either
Common Stock or Class B Common Stock (at his election)
pursuant to a Stock Option Agreement dated March 2, 1998 (the
"Stock Options"). The Stock Options expire on March 2, 2004.
In connection with the issuance of the Stock 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 of the Stock Options.
The shares beneficially owned by Mr. Moore include an
aggregate of 580,471 shares of Common Stock held in four
trusts of which he is the trustee and has sole investment and
voting control.
Item 7. Material to be filed as Exhibits.
N/A
Date: 5/12/99 Page 7 of 7
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SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
BY: /s/ Sam Z. Moore
-----------------------
Sam Z. Moore, President
and Chief Executive
Officer
Date: May 12, 1999
--------------------
