SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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, 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
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 2,460,142 shares of Common Stock
(includes 528,506 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
OWNED BY (includes 3,435 shares of Class
EACH B Common Stock which is
REPORTING convertible into Common Stock on
PERSON a one to one basis)
WITH
SOLE DISPOSITIVE POWER
9 2,432,323 shares of Common
Stock (includes 526,834 shares of
Class B Common Stock which is
convertible into Common Stock
one a one to one basis)
SHARED DISPOSITIVE POWER
10 86,995 shares of Common Stock
(includes 5,107 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 2,519,318 shares of Common Stock, consisting of 389,838
shares of Common Stock held directly, 667,539 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 910,000 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 531,941 shares of Common
Stock issuable upon conversion of 531,941 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 16.7% 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 1,438,506 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 SOLE DISPOSITIVE POWER
PERSON 9 1,436,834 shares of Class B Common Stock
WITH
SHARED DISPOSITIVE POWER
10 5,107 shares of Class B Common Stock
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 1,441,941 shares of Class B Common Stock, consisting of
528,506 shares of Class B Common Stock held directly, 3,435
shares of Class B Common Stock held indirectly, and options
to purchase 910,000 shares of either Common Stock or Class B
Common Stock (right to acquire) hat 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 72.1% 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) 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 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 has sole dispositive ownership of 16.7% of the
Common Stock of the Issuer, or 2,432,323 shares of Common Stock,
consisting of 363,691 shares of Common Stock held directly,
611,798 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 910,000 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 72.1% of the
Class B Common Stock of the Issuer, or 1,436,834 shares of Class
B Common Stock, consisting of 526,834 shares of Class B Common
Stock held directly and options to purchase 910,000 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 beneficial ownership of the following number
of shares:
Common Stock:
Sole Voting Power: 2,460,142 shares of Common Stock
(includes 528,506 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: 2,432,323 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: 86,995 shares of Common
Stock (includes 5,107 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: 1,438,506 shares of Class B Common
Stock
Shared Voting Power: 3,435 shares of Class B Common
Stock
Sole Dispositive Power: 1,436,834 shares of Class B
Common Stock
Shared Dispositive Power: 5,107 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 86,995 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 27,819 shares of Common Stock
beneficially owned (includes 1,672 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
910,000 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, 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 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: 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/ Sam Z. Moore
--------------------
Sam Z. Moore,President
and Chief Executive Officer
Dated: January 14,2000
