SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. N/A)*
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)
January 1, 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 2,450,060 shares of Common Stock
(includes 528,471 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 2,424,539 shares of Common Stock
(includes 526,834 shares of Class B
Common Stock which is convertible into
Common Stock on a one to one basis)
--------------------------------------
SHARED DISPOSITIVE POWER
10 84,697 shares of Common Stock (includes
5,072 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 2,518,236 shares of Common Stock, consisting of 438,868
shares of Common Stock held directly, 636,212 shares of
Common Stock held indirectly, options to purchase 10,000
shares of Common Stock (right to acquire) that are vested
or will vest within 60 days of the date hereof, options to
purchase 901,250 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 531,906 shares of
Common Stock issuable upon conversion of 531,906 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 16.1% 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 1,430,721 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 1,429,084 shares of Class B Common Stock
-------------------------------------
SHARED DISPOSITIVE POWER
10 5,072 shares of Class B Common Stock
- --------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
11 1,433,156 shares of Class B Common Stock, consisting of
528,471 shares of Class B Common Stock held directly, 3,435
shares of Class B Common Stock held indirectly, and options
to purchase 901,250 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 70.9% Class B Common Stock
- --------------------------------------------------------------
TYPE OF REPORTING PERSON
14 Individual
- --------------------------------------------------------------
Date: 1/21/99 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. These options
will become exercisable on March 2, 1999 for the purchase of
the following number of shares of either Common Stock or Class
B Common Stock (at Mr. Moore's election) at the following
exercise prices: 300,000 shares at $12.75 per Common share or
$13.00 per Class B Common share; 250,000 shares at $16.09 per
Common share or $16.25 per Class B Common share; and 250,000
shares at $19.31 per Common share or $19.50 per Class B Common
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 March 2, 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 16.1% of the Common Stock
of the Issuer, or 2,518,236 shares of Common Stock, consisting
of 438,868 shares of Common Stock held directly, 636,212 shares
of Common Stock held indirectly, options to purchase 10,000
shares of Common Stock (right to acquire) that are vested or
will vest within 60 days of the date hereof, options to puchase
901,250 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 531,906 shares of Common Stock issuable
upon conversion of 531,906 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 70.9% of the Class B Common
Stock of the Issuer, or 1,433,156 shares of Class B Common Stock,
consisting of 528,471 shares of Class B Common Stock held
directly, 3,435 shares of Class B Common Stock held indirectly,
and options to purchase 901,250 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: 2,450,060 shares of Common Stock
(includes 528,471 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: 2,424,539 shares of Common
Stock (includes 526,834 shares of Class B Common Stock
which is convertible into Common Stock on a one to one
basis.
Shared Dispositive Power: 84,697 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: 1,430,721 shares of Class B Common
Stock
Shared Voting Power: 3,435 shares of Class B Common
Stock
Sole Dispositive Power: 1,429,084 shares of Class B
Common Stock
Shared Dispositive Power: 5,072 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 59,176 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 25,521 shares of Common Stock beneficially
owned (includes 1,637 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) Mr. Moore made a gift of 6,396 shares on December 15,
1998, as reflected in a Form 4 submitted on January 5, 1999.
(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
911,250 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 vest and become
exercisable on March 2, 1999. Shares may be purchased at the
following exercise prices: 300,000 shares at $12.75 per
Common share or $13.00 per Class B Common share; 250,000
shares at $16.09 per Common share or $16.25 per Class B Common
share; and 250,000 shares at $19.31 per Common share or $19.50
per Class B Common share. 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.
Exhibit 1 Stock Option Agreement dated March 2, 1998,
by and between Thomas Nelson, Inc. (Issuer)
and Sam Z. Moore (Grantee).
Date: 1/21/99 Page 7 of 7
==============================================================
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: January 21, 1999
--------------------
EXHIBIT 1
OPTION # 1
STOCK OPTION AGREEMENT
FOR NON-QUALIFIED STOCK OPTION ENTERED INTO UNDER
THOMAS NELSON, INC.
1992 EMPLOYEE STOCK INCENTIVE PLAN
----------------------------------
(Common Stock Option
Vesting After Year One)
THIS STOCK OPTION AGREEMENT is made and entered into as
of the 2nd day of March 1998, by and between THOMAS NELSON,
INC., a Tennessee corporation (the "Company"), and Sam
Moore (the "Optionee").
1) Grant of Option. The Company hereby grants to the
Optionee the option (the "Option"), exercisable in whole or in
part, to purchase an aggregate of 800,000 shares either of the
Company's Common Stock, $1.00 par value per share, or of the
Company's Class B Common Stock, $1.00 par value per share, or
a combination thereof, at the following prices:
<TABLE>
<CAPTION>
Number of Price Per Common Price Per Class B
Shares Stock Share Common Stock Share
----------- ---------------- ------------------
<S> <C> <C>
300,000 $ 12.875 $ 13.00
250,000 $ 16.09 $ 16.25
250,000 $ 19.31 $ 19.50
</TABLE>
The Option shall become exercisable on the first
anniversary of the date hereof, provided that the Optionee's
employment by the Company or any Subsidiary (as defined in the
Plan) has not terminated prior to such first anniversary. The
vesting of the Option shall be accelerated, and the Option
shall become immediately exercisable as to 100% of the shares
underlying the Option, upon a Change in Control (as defined in
Section 9(b) below) or a Potential Change in Control (as
defined in Section 9(c) below), except as otherwise provided
in Section 9(a) below, provided that the Optionee's employment
by the Company or any Subsidiary has not terminated prior to
such Change in Control or Potential Change in Control.
The Optionee understands and agrees that this Option is
being granted to him in lieu of any increase in his base
compensation and of any additional awards of options for a
period of five (5) years from the date of grant of this
Option.
2) Option Plan. This Option is granted under the
Thomas Nelson, Inc. 1992 Employee Stock Incentive Plan (the
"Plan"), as amended from time to time, and is intended to be a
Non-Qualified Stock Option (as defined in the Plan). This
Option is subject to the terms and conditions set forth in the
Plan. In the event any of the provisions hereof conflict with
or are inconsistent with the provisions of the Plan, the
provisions of the Plan shall be controlling.
3) Expiration. Subject to the limitations set forth
in other sections of the Agreement, the Optionee may exercise
this Option, in whole or in part, at any time or from time to
time prior to five (5) years from the date this Option becomes
exercisable after which time it will expire with respect to
any then unexercised portion
4) Manner of Exercise. This Option shall be exercised
by the Optionee (or in the event of Optionee's death, by
Optionee's executors, administrators, heirs and successors) or
by a trust or foundation created by Optionee or by any
immediate family member in the event of a transfer pursuant to
Section 5 by delivering written notice to the Company stating
the number of shares of Common Stock or Class B Common Stock
purchased, the person or persons in whose name the shares are
to be registered and each such person's address and social
security number. Such notice shall not be effective unless
accompanied by the full purchase price for all shares so
purchased. The purchase price shall be payable in cash or by
means of unrestricted or restricted shares of the Company's
Stock (as defined in the Plan) or any combination thereof.
Payment in currency or by check, bank draft, cashier's check
or postal money order shall be considered payment in cash. In
the event of payment in the Company's Stock, the shares used
in payment of the purchase price shall be considered payment
to the extent of their fair market value, determined pursuant
to the Plan, on the date of exercise of this Option.
5) Transferability of Option. This Option shall be
transferable in whole or in part by the Optionee, only to a
trust or foundation created by Optionee or to a member of
Optionee's immediate family or by will or by the laws of
descent and distribution, and is exercisable during Optionee's
lifetime only by the Optionee or by the permitted transfers.
The terms of this Option shall be binding on the executors,
administrators, heirs and successors of the Optionee.
6) Termination of Employment. Except as provided in
Section 10 below, in the event that Optionee ceases to be
employed by the Company or one of its subsidiaries for any
reason other than the Optionee's death, Disability (as defined
in the Plan) or Retirement (as defined in the Plan), this
Option may be exercised, to the extent then exercisable, for
three (3) months following the Optionee's termination of
employment, provided that the Option shall terminate
immediately and become void and of no effect in the event
Optionee's employment is terminated for Cause (as defined in
the Plan), subject to the further condition that this Option
shall not be exercisable after the expiration of five (5)
years from the date it is granted. In the event Optionee
ceases to be employed by the Company or one of its
subsidiaries due to death, Disability or Retirement, this
Option may be exercised at any time until the expiration of
five (5) years from the date that this Option becomes
exercisable, except as provided in Section 10 below.
7) Adjustment. The number of shares of Common Stock
and Class B Common Stock of the Company subject to this Option
and the price per share of such shares shall be adjusted by
the Company from time to time pursuant to the Plan.
8) No Rights Until Exercise. The Optionee shall have
no rights hereunder as a shareholder with respect to any
shares subject to this Option until the date of the issuance
of a stock certificate to him for such shares.
9) Change in Control Provisions.
(a) Impact of Event. In the event of a "Change in
Control" (as defined in Section 9(b) below) or a "Potential
Change in Control" (as defined in Section 9(c), below), but
with respect to a "Potential Change of Control", only if and
to the extent so determined by the Committee, the Option shall
immediately vest and become exercisable as to all of the
shares underlying the Option, provided that the Optionee's
employment by the Company or any Subsidiary has not terminated
prior to such Change in Control or Potential Change in Control
and provided that such "Change in Control" or "Potential
Change in Control" event is not a "Rule 13e-3 transaction" as
defined in Rule 13e-3 promulgated under the Securities
Exchange Act of 1934, as amended.
(b) Definition of "Change in Control". For the
purposes of Section 9(a), a "Change in Control" means the
happening of any of the following:
(i) any person or entity, including a "group" as
defined in Section 13(d)(3) of the Securities Exchange Act of
1934, as amended, other than the Company or a wholly-owned
subsidiary or an officer thereof or any employee benefit plan
of the Company or any of its subsidiaries, becomes the
beneficial owner of the Company's securities having 35% or
more of the combined voting power of the then outstanding
securities of the Company that may be cast for the election of
directors of the Company (other than as a result of an
issuance of securities initiated by the Company in the
ordinary course of business); or
(ii) as the result of, or in connection with, any
cash tender or exchange offer, merger or other business
combination, sales of assets or contested election, or any
combination of the foregoing transactions, less than a
majority of the combined voting power of the then outstanding
securities of the Company or any successor corporation or
entity entitled to vote generally in the election of the
directors of the Company or such other corporation or entity
after such transaction are held in the aggregate by the
holders of the Company's securities entitled to vote generally
in the election of directors of the Company immediately prior
to such transaction; or
(iii) during any period of two consecutive years,
individuals who at the beginning of any such period constitute
the Board of Directors of the Company cease for any reason to
constitute at least a majority thereof, unless the election,
or the nomination for election by the Company's shareholders,
of each director of the Company first elected during such
period was approved by a vote of at least two-thirds of the
directors of the Company then still in office who were
directors of the Company at the beginning of any such period.
(c) Definition of "Potential Change in Control".
For the purposes of Section 9(a), a "Potential Change in
Control" means the happening of any of the following:
(i) The approval by shareholders of an
agreement by the Company, the consummation of which would
result in a Change in Control of the Company as defined
in Section 9(b); or
(ii) The acquisition of beneficial ownership,
directly or indirectly, by any entity, person or group
(other than the Company or a Subsidiary or any Company
employee benefit plan (including any trustee of such plan
acting as such trustee)) of securities of the Company
representing 5% or more of the combined voting power of
the Company's outstanding securities and the adoption by
the Committee of a resolution to the effect that a
Potential Change in Control of the Company has occurred
for purposes of the Plan.
10) Forfeiture of Option. Notwithstanding the
provisions of Section 6 above, this Option shall terminate
immediately and become void and of no effect if Optionee shall
enter into "Competition with the Company." "Competition with
the Company" shall mean serving as principal, agent, salesman,
employee or officer with any entity competing with the Company
or a subsidiary of the Company in any market in which the
Company or a subsidiary of the Company does business during
the term of the Option.
11) Amendment. This Option may be amended as provided
in the Plan.
12) Validity of Agreement. In the event that any
provision of this Agreement is declared invalid or
unenforceable, such invalidity or unenforceability shall in no
way affect the validity or enforceability of any other
provision. In the event any of the restrictions set forth in
this Agreement cannot be legally enforced as specified, such
fact shall not affect the applicability of such restrictions
in a reasonable manner.
THOMAS NELSON, INC.
By: /s/ Millard V. Oakley
--------------------------------
Title: Chairman, Compensation
Committee of the Board of
Directors
/s/ Sam Moore
--------------------------------
Sam Moore
