SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. 4)
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)
May 31, 2000
(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 13d1(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 Cash from personal funds
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 2,318,686 shares of Common Stock (includes 528,514
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 3,435 shares of
OWNED BY Class B Common Stock which is convertible into
EACH Common Stock on a one to one basis)
REPORTING PERSON
WITH
SOLE DISPOSITIVE POWER
9 2,290,723 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 87,139 shares of Common Stock (includes 5,115
shares of Class B Common Stock which is convertible
into Common Stock on a one to one basis)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
11 REPORTING PERSON
2,377,862 shares of Common Stock,
consisting of 568,374 shares of Common Stock held
directly, 667,539 shares of Common Stock held
indirectly, options to purchase 30,000 shares
of Common Stock (right to acquire) that are
vested or will vest within 60 days of the date
hereof, options to purchase 580,000 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
531,949 shares of Common Stock issuable upon
conversion of 531,949 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 15.66% 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) [ ]
(c) [ ]
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 1,108,514 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 1,106,834 shares of Class B Common Stock
SHARED DISPOSITIVE POWER
10 5,115 shares of Class B Common Stock
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 1,111,949 shares of Class B Common Stock, consisting of 528,514 shares
of Class B Common Stock held directly, 3,435 shares of Class B Common
Stock held indirectly, and options to purchase 580,000 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 66.51% Class B Common Stock
TYPE OF REPORTING PERSON
14 Individual
Date: 6/7/2000
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 issue, including
beneficial ownership changes from the cancellation of certain stock options
issued pursuant to the Issuer's 1992 Employee Stock Incentive Plan and the
purchase of Common shares in an Open Market transaction.
The Compensation Committee approved cancellation of certain stock
options of Mr. Moore on May 24, 2000 related to Common or Class B shares
which had been issued under the 1992 Employee Stock Incentive Plan as
long-term incentive compensation. The options had been set forth in the
issuer's Proxy Statement dated July 7, 1999 for its Annual Meeting of
Shareholders.
The options cancelled consisted of:
40,000 options currently exercisable at $20.50, which were granted
on June 12, 1995 and were to expire on June 12, 2005.
120,000 options exercisable at $20.50 (of which 80,000 were
currently exercisable) granted on June 12, 1995 and were to expire
on June 12, 2005.
250,000 options currently exercisable at $19.50 granted on
March 2, 1998 and were to expire on March 2, 2003.
The Open Market purchase occurred on May 31, 2000 with the purchase of
50,000 shares of Common Stock at $7.03 as reported on the Form 4 filed with
the Securities and Exchange Commission on June 7, 2000.
Source of the funds for both the Open Market purchase of Common Stock
came from cash held in Mr. Moore's personal investment account.
Item 4. Purpose of Transaction.
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 has sole dispositive ownership of 15.66% of the Common
Stock of the Issuer, or 2,290,723 shares of Common Stock, consisting of
542,091 shares of Common Stock held directly, 611,798 shares of Common Stock
held indirectly, options to purchase 30,000 shares of Common Stock (right to
acquire) that are vested or will vest within 60 days of the date hereof,
options to purchase 580,000 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 526,834 shares of Common Stock issuable upon conversion of
526,834 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 has sole dispositive ownership of 66.51% of the Class B
Common Stock of the Issuer, or 1,106,834 shares of Class B Common Stock,
consisting of 526,834 shares of Class B Common Stock held directly and
options to purchase 580,000 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 has aggregate beneficial ownership of the following number of
shares:
Common Stock:
Sole Voting Power: 2,318,686 shares of Common Stock (includes
528,514 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: 2,290,723 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: 87,139 shares of Common Stock (includes
5,115 shares of Class B Common Stock which is convertible
into Common Stock on a one to one basis)
Class B Common Stock:
Sole Voting Power: 1,108,514 shares of Class B Common Stock
Shared Voting Power: 3,435 shares of Class B Common Stock
Sole Dispositive Power: 1,106,834 shares of Class B Common Stock
Shared Dispositive Power: 5,115 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 87,139 shares of Common Stock described immediately above.
Mr. Moore shares dispositive power with respect to 59,176 shares (including
3,435 shares of Class B Common Stock) with his spouse, Peggy Moore. Mr.
Moore shares dispositive power with respect to 27,963 shares of Common Stock
beneficially owned (includes 1,680 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 580,000 shares of Common
Stock or Class B Common Stock upon the exercise of options granted under
the Issuer's 1992 Employee Stock Incentive Plan, pursuant to a Stock Option
Agreement dated March 2, 1998 (the "Stock Options"). The Stock Options
expire on March 2, 2003.
The shares beneficially owned by Mr. Moore include an aggregate of
611,798 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: 6/7/2000
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
Dated: June 7, 2000
