-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EvNq8Lhd3z7gFYBJnGq3L11NCYLD9qPBexk/GG2QF3DvWRRoVjhLJSDdz33UblOs LgHxK/OTGhB1stYgeB/t7Q== 0001061463-06-000002.txt : 20060313 0001061463-06-000002.hdr.sgml : 20060313 20060313150325 ACCESSION NUMBER: 0001061463-06-000002 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060313 DATE AS OF CHANGE: 20060313 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: THOMAS NELSON INC CENTRAL INDEX KEY: 0000071023 STANDARD INDUSTRIAL CLASSIFICATION: BOOKS: PUBLISHING OR PUBLISHING AND PRINTING [2731] IRS NUMBER: 620679364 STATE OF INCORPORATION: TN FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-14140 FILM NUMBER: 06681880 BUSINESS ADDRESS: STREET 1: 501 NELSON PLACE CITY: NASHVILLE STATE: TN ZIP: 37214-1000 BUSINESS PHONE: 6158899000 MAIL ADDRESS: STREET 1: P O BOX 141000 CITY: NASHVILLE STATE: TN ZIP: 37214-1000 FORMER COMPANY: FORMER CONFORMED NAME: NELSON THOMAS INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: ROYAL PUBLISHERS INC DATE OF NAME CHANGE: 19721019 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MOORE S JOSEPH CENTRAL INDEX KEY: 0001061463 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: BUSINESS PHONE: (615)724-2800 MAIL ADDRESS: STREET 1: 404 BNA DRIVE, BUILDING 200, SUITE 600 CITY: NASHVILLE STATE: TN ZIP: 37217 SC 13D 1 d13jm22006.txt SCHEDULE 13-D FOR S. JOSEPH MOORE, DATED FEBRUARY 20, 2006 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) S. Joseph Moore 404 BNA Drive, Building 200, Suite 600, Nashville, TN 37217 (615) 724-2800 -------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notice and Communications) February 20, 2006 -------------------- (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 N/A - ------------------------------------------------------------------------------ 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 - 0 - NUMBER OF ----------------------------------------------------- SHARES SHARED VOTING POWER BENEFICIALLY 8 303,097 shares of Common Stock (includes 91,987 OWNED BY shares of Class B Common Stock, which is EACH convertible into Common Stock on a one to one REPORTING basis), and 14,000 options to acquire Common PERSON Stock WITH ----------------------------------------------------- SOLE DISPOSITIVE POWER 9 - 0 - ----------------------------------------------------- SHARED DISPOSITIVE POWER 303,097 shares of Class B Common Stock, which is 10 convertible into Common Stock on a one to one basis), and 14,000 options to acquire Common Stock - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 303,097 shares of Common Stock, consisting of 135,786 shares of Common Stock held directly, 61,324 shares of Common Stock held indirectly 91,987 shares of Common Stock (issuable upon conversion of 91,987 shares of Class B Common Stock, which is convertible on a one to one basis at the election of the holder at any time), and 14,000 options to acquire Common Stock. - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 12 N/A [ ] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 2.1% Common Stock - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON 14 IN - ------------------------------------------------------------------------------ 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 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 - 0 - NUMBER OF ----------------------------------------------------- SHARES SHARED VOTING POWER BENEFICIALLY 8 91,987 shares of Common Stock OWNED BY ----------------------------------------------------- EACH SOLE DISPOSITIVE POWER REPORTING 9 - 0 - PERSON ----------------------------------------------------- WITH SHARED DISPOSITIVE POWER 10 91,987 shares of Class B Common Stock - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 91,987 shares of Class B Common Stock, consisting of 54,202 shares of Class B Common Stock held directly and 37,785 shares of Class B Common Stock held indirectly. - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 12 N/A [ ] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 9.7% Class B Common Stock - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON 14 IN - ------------------------------------------------------------------------------ Date: 2/20/2006 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) 404 BNA Drive, Building 200, Suite 600, Nashville, TN 37217 (c) Director, 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 S. Joseph Moore's beneficial ownership of Common Stock and Class B Common Stock of the Issuer. On February 20, 2006, S. Joseph Moore, his family and other shareholders, referred to collectively as the "Principal Shareholders," have entered into a Voting Agreement, to vote all shares owned by them in favor of the adoption of the Merger Agreement and to take or refrain from taking certain other actions. The Form 8-K, filed on February 22, 2006, provides specifics of the transaction. No shares of Common or Class B Common Stock were sold as of this statement; thus, no funds were received or used for this purpose. Item 4. Purpose of Transaction. On February 20, 2006, the Issuer, Holdings (identified below) and Merger Sub (identified below) entered into the Merger Agreement pursuant to which Merger Sub will merge with and into the Issuer, with the Issuer being the surviving corporation (the "Merger"). As a result of the Merger, the Issuer will become a wholly-owned subsidiary of Holdings. Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time") (i) all of the shares of Common Stock and Class B Common Stock issued and outstanding immediately prior to the Effective Time will be converted into and exchanged for the right to receive $29.85 in cash (the "Per Share Merger Consideration"), without interest and (ii) all options to acquire shares of the Common Stock and Class B Common Stock outstanding and not exercised immediately prior to the Effective Time will be immediate vested and cancelled, and the holders of such options will receive, in lieu thereof, cash consideration for each share subject to such options equal to the difference between the Per Share Merger consideration and the exercise price for such share. Date: 2/20/2006 Page 5 of 7 ============================================================================== In connection with the Merger Agreement, the Principal Shareholders entered into the Voting Agreement with respect to all Subject Shares (defined below) beneficially owned (as determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended ("Rule 13d-3")) by the Principal Shareholders. "Subject Shares" means (i) shares of Company Capital Stock and any other shares of the Issuer's capital stock beneficially owned (as determined pursuant to Rule 13d-3) by the Principal Shareholders, (ii) any additional shares of Company Capital Stock or any other Issuer capital stock acquired by the Principal Shareholders after the date of the Voting Agreement, (iii) any equity interest of any person that the Principal Shareholder is or becomes entitled to receive by reason of being a holder of any of the Subject Shares, and (iv) any equity interest or other property into which any of the Subject Shares shall have been or shall be converted or changed. Pursuant to the Voting Agreement, the Principal Shareholders agreed to deliver (or cause to be delivered) to Holdings upon request a proxy authorizing Holdings to vote the Subject Shares (i) in favor of the Merger Agreement and the transactions contemplated thereby, and any actions required in furtherance thereof, when a meeting is held and (ii) against any Alternative Transaction (as defined in the Merger Agreement). The Voting Agreement terminates on the earliest of (i) the Effective Time, (ii) September 30, 2006, (iii) any modification or amendment to the Merger Agreement that reduces the consideration to be received by the Principal Shareholders and is not agreed to in writing by Mr. Sam Z. Moore, (iv) the termination of the Merger Agreement in accordance with Section 7.1 thereof, or (v) written notice by Holdings to the Principal Shareholders of the termination of the Voting Agreement. The foregoing summary of the Voting Agreement contained in this Item 4 is qualified in its entirety by reference to the Voting Agreement attached as Exhibit 2.2 of the 8-K filing and incorporated herein by reference. "Holdings," "Merger Sub" and "Reporting Persons" affiliated with the Merger Agreement are identified as follows: (i) Faith Media Holdings, LLC, a Delaware limited liability company ("Holdings"). (ii) FM Mergerco, Inc., a Tennessee corporation and wholly-owned subsidiary of Holdings ("Merger Sub"). (iii) InterMedia Partners VII, L.P., a Delaware limited liability partnership and the sole member of Holdings. (iv) InterMedia Partners, L.P., a Delaware limited partnership, the general partner of InterMedia Partners VII, L.P. and the Manager of Holdings. (v) HK Capital Partners, LLC, a Delaware limited liability company and the general partner of InterMedia Partners, L.P. (vi) Leo Hindrey, Jr., a general partner of HK Capital Partners, LLC, a director of Merger Sub and a United States citizen. (vii) Peter M. Kern, a general partner of HK Capital Partners, LLC, a director of Merger Sub and a United States citizen. The foregoing persons are hereinafter referred to as the "Reporting Persons." By virtue of the Voting Agreement, S. Joseph Moore and his family have shared voting power and shared dispositive power with the "Reporting Persons" with respect to all the shares they own of the Issuer. Date: 2/20/2006 Page 6 of 7 ============================================================================== Item 5. Interests in Securities of the Issuer. (a) S. Joseph Moore beneficially owns 2.1% of the Common Stock of the Issuer, or 303,097 shares of Common Stock, consisting of 162,355 shares of Common Stock held directly, 48,755 shares of Common Stock held indirectly and 91,987 shares of Common Stock issuable upon conversion of 91,987 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 9.7% of the Class B Common Stock of the Issuer, or 91,987 shares. These holdings consist of 54,202 shares of Class B Common Stock held directly and 37,785 shares held indirectly. (b) Mr. Moore beneficially owns the following number of shares with: Common Stock: ------------- Sole Voting Power: - 0 - Shared Voting Power: 303,097 shares of Common Stock (includes 91,987 shares of Class B Common Stock which is convertible into Common Stock on a one to one basis) Sole Dispositive Power: - 0 - Shared Dispositive Power: 303,097 shares of Common Stock (includes 91,987 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: - 0 - Shared Voting Power: 91,987 shares of Class B Common Stock Sole Dispositive Power: - 0 - Shared Dispositive Power: 91,987 shares of Class B Common Stock Shared Voting Power: Voting power with respect to 303,097 shares of Common Stock and 91,987 Class B Common Stock owned by S. Joseph Moore and his spouse, Julia Moore, their three minor children (under the Uniform Transfer to Minors Act) and his trust is also shared with the "Reporting Persons" noted in Item 4 by virtue of the "Voting Agreement" signed February 20, 2006. The Moore family resides at 4101 Franklin Road, Nashville, Tennessee, 37204. Mrs. Moore is a homemaker and a citizen of the United States; the three 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). Shared Dispositive Power: S. Joseph Moore shares dispositive power with respect to 303,097 shares of Common Stock described immediately above (including 91,987 shares of Class B Common Stock) with his spouse, his children and trusts and the "Reporting Persons" noted in Item 4. (c) In addition to the Merger Agreement, the Voting Agreement, and the transactions contemplated by those agreements, S. Joseph Moore acquired 23 Common Shares in his 401(k) Plan account under the Plan's dividend reinvestment policy. No other transactions occurred during the past 60 days. (d) Except for the Merger Agreement, the Voting Agreement, and the transactions contemplated by those agreements, none of the Moore family has the right to receive or power to direct the receipt of dividends from, or the proceeds from the sale of, the Subject Shares. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relations With Respect To Securities of the Issuer. Copies of the Merger Agreement and the Voting Agreement are filed as Exhibit 2.1 and Exhibit 2.2 to the Issuer's Form 8-K filed on February 22, 2006 and are incorporated herein by reference. The summaries of such agreements contained in this Statement are qualified in their entirety by reference to such agreements. Except as described in this Statement or the Exhibits hereto, there are no contracts, arrangements, understandings or relationships among the Reporting Persons and between such persons and any other person with respect to any securities of the Issuer, including but not limited to the transfer or voting of any shares of Company Capital Stock, finder's fees, joint ventures, loans or option arrangements, puts or calls, guarantees or profits, division of profits or loss or the giving or withholding of proxies. Item 7. Material to Be Filed as Exhibits. Exhibit 99.1 Agreement and Plan of Merger dated February 20, 2006 by and among Faith Media Holdings, LLC, FM Mergerco, Inc. and Thomas Nelson, Inc. (incorporated herein by reference to Exhibit 2.1 to the Issuer's Current Report on Form 8-K filed February 22, 2006 (Commission File No. 001-13788)). Exhibit 99.2 Voting Agreement dated February 20, 2006 by and among Faith Media Holdings, LLC, FM Mergerco, Inc., Thomas Nelson, Inc. and certain shareholders of Thomas Nelson, Inc. (incorporated herein by reference to Exhibit 2.2 to the Issuer's Current Report on Form 8-K filed February 22, 2006 (Commission File No. 001-13788)). Date: 2/20/2006 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/ Les Hottovy ----------------- Les Hottovy Power of Attorney for S. Joseph Moore Dated: February 20, 2006 ------------------ -----END PRIVACY-ENHANCED MESSAGE-----