SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange
Act of 1934
(Amendment No. 5)
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 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 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 2,038,686 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 Common
EACH Stock on a one to one basis)
REPORTING
PERSON SOLE DISPOSITIVE POWER
WITH 9 2,010,723 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 REPORTING PERSON
11 2,097,862 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 300,000 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 15.01% 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
7 828,514 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 SOLE DISPOSITIVE POWER
PERSON 9 826,834 shares of Class B Common Stock
WITH
SHARED DISPOSITIVE POWER
10 5,115 shares of Class B Common Stock
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 831,949 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 300,000 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 59.7% Class B Common Stock
TYPE OF REPORTING PERSON
14 Individual
Date: 11/1/2000 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 additional 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 additional cancellation of certain
stock options of Mr. Moore in May, 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 Shareholder.
The additional options cancelled consisted of:
30,000 options exercisable at $16.91, which were granted on
May 22, 1996 and were to expire on May 22, 2006.
250,000 options exercisable at $16.25 granted on March 2, 1998
and were to expire on March 2, 2003.
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 15.01% of the Common Stock
of the Issuer, or 2,010,723 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 300,000 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 59.7% of the Class B Common
Stock of the Issuer, or 826,834 shares of Class B Common Stock, consisting
of 526,834 shares of Class B Common Stock held directly and options to
purchase 300,000 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: 2,038,686 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: 2,010,723 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: 828,514 shares of Class B Common Stock
Shared Voting Power: 3,435 shares of Class B Common Stock
Sole Dispositive Power: 826,834 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 300,000 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"). This Stock Option
expires on March 2, 2003. He also has the right to acquire 30,000 shares of
Common Stock upon the exercise of options pursuant to a Stock Option
Agreement dated May 15, 1997. This stock option expires May 15 2007.
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: 11/1/2000 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: November 1, 2000
------------------
