-----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, TGsMRRwaptic3C28hifYMyw0+ADUcFWW1k7xCovHSzcHRJb2+DV6DZKH3jJNRDtV oTCvIImpfrDs/ZJ7+myk8w== 0000071023-06-000014.txt : 20060418 0000071023-06-000014.hdr.sgml : 20060418 20060417190335 ACCESSION NUMBER: 0000071023-06-000014 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060417 FILED AS OF DATE: 20060418 DATE AS OF CHANGE: 20060417 EFFECTIVENESS DATE: 20060418 FILER: 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: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-13788 FILM NUMBER: 06763456 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 DEF 14A 1 pressrelease14a.txt PRESS RELEASE DATED APRIL 17, 2006 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-12) Soliciting Material Pursuant to Section 240.14(a) of the Securities Exchange Act of 1934, as amended Filed by the Registrant (X) Filed by a Party other than the Registrant ( ) Check the appropriate box: ( ) Preliminary Proxy Statement ( ) Definitive Proxy Statement ( ) Definitive Additional Materials (X) Soliciting Material Pursuant to Section 240.14a-12 ( )Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) THOMAS NELSON, INC. - -------------------------------------------------------------------------------- (Name of Registrant as Specified in its Charter) Not Applicable - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check the appropriate box): (X) No fee required. ( ) Fee computed below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: ( ) Fee paid previously with preliminary materials. ( ) Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: ---------------------- (2) Form, Schedule or Registration Statement No.: ---------------------- (3) Filing Party: ---------------------- (4) Date Filed: ---------------------- The following press release was issued on April 17, 2006: For Immediate Release Date: April 17, 2006 Contact: Joe Powers, Executive Vice President P.O. Box 141000 Nashville, TN 37214 Phone: (615) 902-1300 Fax: (615) 883-6353 Website: www.thomasnelson.com Thomas Nelson Special Shareholder Meeting Slated Nashville, TN. April 17, 2006. Thomas Nelson, Inc. (NYSE: TNM) announced today that it set a Special Meeting of Shareholders for Thursday, June 8, 2006 at 10:00 a.m. Central Standard Time at the Sheraton Music City, located at 777 McGavock Pike, Nashville, Tennessee 37214. Shareholders of record at the close of business on April 26, 2006 are entitled to vote at the meeting and will receive a notice of the meeting and other appropriate Proxy materials, which are scheduled to be mailed on or about May 1, 2006. The purpose of this meeting is for the Shareholders to consider and vote on the Agreement and Plan of Merger between Thomas Nelson, Inc. and Faith Media Holdings, LLC, which is controlled by InterMedia Partners VII, LP. The agreement provides for the acquisition of Thomas Nelson by Faith Media and was entered into on February 21, 2006. Thomas Nelson, based in Nashville, Tennessee, is a leading publisher and distributor of products emphasizing Christian, inspirational and family value themes and believes it is the largest English-language publisher of Bibles and inspirational products and one of the ten largest publishers overall. InterMedia Partners VII, LP is a private equity investment firm that makes mid- to large-size investments in media companies. Statements about the expected timing, completion and effects of the proposed merger and all other statements in this release, other than historical facts, constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Readers are cautioned not to place undue reliance on these forward-looking statements and any such forward-looking statements are qualified in their entirety by reference to the following cautionary statements. All forward-looking statements speak only as of the date hereof and are based on current expectations and involve a number of assumptions, risks and uncertainties that could cause the actual results to differ materially from such forward-looking statements. Thomas Nelson may not be able to complete the proposed merger on the terms described above or other acceptable terms or at all because of a number of factors, including the failure to obtain shareholder approval, the failure of the purchaser to obtain financing or the failure to satisfy the other closing conditions. These factors and other factors that may affect the business or financial results of Thomas Nelson are described in Thomas Nelson's filings with the SEC, including in its annual report on Form 10-K for the fiscal year ended March 31, 2005. Thomas Nelson's stock is listed on the New York Stock Exchange (TNM-NYSE). ### -----END PRIVACY-ENHANCED MESSAGE-----