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)
S. Joseph 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, 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 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
S. Joseph 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 [ ]
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States of America
SOLE VOTING POWER
7 294,998 shares of Common Stock (includes
54,142 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 84,002 shares of Common Stock
OWNED BY (includes 37,785 shares of Class B Common
EACH REPORTING Stock which is into Stock on a one to one
PERSON basis)
WITH
SOLE DISPOSITIVE POWER
9 274,650 shares of Common Stock (includes
54,050 shares of Class B Common Stock
which is convertible into Common Stock on
a one to one basis)
SHARED DISPOSITIVE POWER
10 92,350 shares of Common Stock (includes 37,877
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
11 379,000 shares of Common Stock, consisting of 100,856 shares
of Common Stock held directly, 46,217 shares of Common
Stock held indirectly, options to purchase 126,667 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, options to purchase 13,333 shares of Common
Stock (right to acquire) that are vested or will vest within
60 days of the date hereof, and 91,927 shares of Common
Stock issuable upon conversion of 91,927 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 2.1% 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
S. Joseph 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 [ ]
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States of America
SOLE VOTING POWER
7 180,809 shares of Class B Common Stock
NUMBER OF
SHARES SHARED VOTING POWER
BENEFICIALLY 8 37,785 shares of Class B Common Stock
OWNED BY
EACH
REPORTING
PERSON SOLE DISPOSITIVE POWER
WITH 9 180,717 shares of Class B Common Stock
SHARED DISPOSITIVE POWER
10 38,877 shares of Class B Common Stock
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 218,594 shares of Class B Common Stock, consisting of 54,142
shares of Class B Common Stock held directly, 37,785 shares
of Class B Common Stock held indirectly, and options to
purchase 126,667 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 15.0% Class B Common Stock
TYPE OF REPORTING PERSON
14 Individual
Date: 1/14/2000 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) S. Joseph Moore.
(b) 501 Nelson Place, Nashville, Tennessee 37214-1000
(c) Executive Vice President, Thomas Nelson, Inc., 501 Nelson
Place, Nashville, Tennessee 37214-1000.
(d) N/A
(e) N/A
(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 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.
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 2.1% of the Common Stock of the
Issuer, or 379,000 shares of Common Stock, consisting of 100,856
shares of Common Stock held directly, 46,217 shares of Common
Stock held indirectly, options to purchase 126,667 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,
options to purchase 13.333 shares of Common Stock (right to
acquire) that are vested or will vest within 60 days of the date
hereof, and 91,927 shares of Common Stock issuable upon
conversion of 91,927 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 15.0% of the Class B Common
Stock of the Issuer. These holdings are 218,594 shares of Class
B Common Stock, consisting of 54,142 shares of Class B Common
Stock held directly, 37,785 shares of Class B Common Stock held
indirectly, and options to purchase 126,667 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: 294,998 shares of Common Stock
(includes 54,142 shares of Class B Common Stock which
is convertible into Common Stock on a one to one basis)
Shared Voting Power: 84,002 shares of Common Stock
(includes 37,785 shares of Class B Common Stock which
is convertible into Common Stock on a one to one basis)
Sole Dispositive Power: 286,650 shares of Common Stock
(includes 54,050 shares of Class B Common Stock which
is convertible into Common Stock on a one to one basis.
Shared Dispositive Power: 92,350 shares of Common
Stock (includes 37,877 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: 180,809 shares of Class B Common
Stock
Shared Voting Power: 37,785 shares of Class B Common
Stock
Sole Dispositive Power: 180,717 shares of Class B
Common Stock
Shared Dispositive Power: 38,877 shares of Class B
Common Stock
Shared Voting Power: voting power with respect to 20,625
shares of Common Stock beneficially owned is shared with Mr.
Moore's spouse, Julia Moore, and their two minor children (under
the Uniform Transfer to Minors Act), they reside at 1032 Lynnwood
Boulevard, Nashville, Tennessee, 37221. Mrs. Moore is a
homemaker and a citizen of the United States; the two children
are students and also citizens of the United States. Mrs. Moore
and their minor children have no disclosures pursuant to Item
2(d) and (e).
Voting power with respect to 59,535 shares of Common
Stock(including 37,785 shares of Class B Common Stock) is also
shared with an irrevocable trust, called the Samuel Joseph Moore
Trust. The trustee is SunTrust Bank, a Georgia corporation,
whose principal business is banking and trust services. Voting
power with respect to 2,842 shares of Common Stock is shared, as
trustee, with an irrevocable trust called the Rachel Moore
Annuity Trust. The custodian is SunTrust Bank, a Georgia
corporation whose principal business is banking and trust
services. The address of SunTrust Bank's regional service
office for the trust is P.O. Box 305110, Nashville, Tennessee,
37230-5110. To Mr. Moore's knowledge, the custodian/trustee has
no disclosures pursuant to Item 2(d) and (e).
Shared Dispositive Power: Mr. Moore shares dispositive
power with respect to 84,002 shares of Common Stock described
immediately above (including 37,877 shares of Class B Common
Stock) with his spouse, his children and trusts. Mr. Moore
shares dispositive power with respect to 8,348 shares of Common
Stock beneficially owned (includes 92 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 (e).
(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
13,333 shares and 126,667 shares of Common Stock or Class B
Common Stock upon the exercise of options granted under the
Issuer's 1986 Stock Incentive Plan and 1992 Employee Stock
Incentive Plan, respectively. The Stock Options expire on March
2, 2004.
Item 7. Material to be filed as Exhibits.
N/A
Date: 1/14/2000 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/ S. Joseph Moore
--------------------------
S. Joseph Moore
Dated: January 14, 2000
