-----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, Vt/NhVaTi33zr80kAQWiYvqbgG+KCbpl91i0tVww1uOOstkzd6jcteYLzgQ8GSNN esWkfn2uoMrzdIYPANLydQ== 0000071023-06-000023.txt : 20060608 0000071023-06-000023.hdr.sgml : 20060608 20060608160742 ACCESSION NUMBER: 0000071023-06-000023 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060608 ITEM INFORMATION: Material Modifications to Rights of Security Holders ITEM INFORMATION: Changes in Control of Registrant ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060608 DATE AS OF CHANGE: 20060608 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13788 FILM NUMBER: 06894199 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 8-K 1 r8k06082006.txt CURRENT REPORT ON FORM 8-K, DATED JUNE 8, 2006 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 8, 2006 (June 8, 2006) Thomas Nelson, Inc. - ------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Tennessee 1-13788 62-0679364 - ------------------------------------------------------------------------------- (State or other (Commission File Number) (I.R.S. Employer Jurisdiction of Identification No.) Incorporation) 501 Nelson Place Nashville, Tennessee 37214-1000 - ------------------------------------------------------------------------------- (Address of Principal (Zip Code) Executive Offices) Not Applicable - ------------------------------------------------------------------------------- (Former name or former address, if changed, since last report) Registrant's telephone number, including area code: 615/889-9000 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14.a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) TABLE OF CONTENTS Item 3.03. Material Modifications to Rights of Security Holders. On June 8, 2006, Thomas Nelson, Inc. issued a press release announcing that, at a Special Meeting of Shareholders, the shareholders approved the Merger Agreement and Plan of Merger by and among the Company, Faith Media Holdings, LLC ("Faith Media") and Faith Media's wholly-owned subsidiary, FM Mergerco, Inc. ("Mergerco"). A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. Item 5.01. Changes in Control of Registrant. Item 7.01. Regulation FD Disclosure. Item 9.01. Financial Statements and Exhibits. (c) Exhibits: The following exhibit is furnished with this Current Report on Form 8-K: Exhibit Number Description of Exhibit - ------- ---------------------- 99.1 Press release, dated June 8, 2006 announcing that, at a Special Meeting of Shareholders, the shareholders approved the Merger Agreement and Plan of Merger by and among the Company, Faith Media Holdings, LLC ("Faith Media") and Faith Media's wholly-owned subsidiary, FM Mergerco, Inc. ("Mergerco"). In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including the exhibit attached hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of such section. The information in this current report on Form 8-K shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. THOMAS NELSON, INC. By: /s/ Joe L. Powers --------------------------- Name: Joe L. Powers Title: Executive Vice President, Secretary and Chief Financial Officer Date: June 8, 2006 3 EXHIBIT INDEX Exhibit Number Description of Exhibit - ------- ---------------------- 99.1 Press release, dated June 8, 2006, announcing that, at a Special Meeting of Shareholders, the shareholders approved the Merger Agreement and Plan of Merger by and among the Company, Faith Media Holdings, LLC ("Faith Media") and Faith Media's wholly-owned subsidiary, FM Mergerco, Inc. ("Mergerco"). 4 EX-99.1 3 ex9910608068k.txt EXHIBIT 99.1 TO FORM 8-K, DATED JUNE 8, 2006 EXHIBIT 99.1 Date: June 8, 2006 Contact: Joe L. Powers, Executive Vice President P.O. Box 141000 Nashville, TN 37214-1000 Phone: (615) 902-1300 Fax: (615) 883-6353 Website: www.thomasnelson.com THOMAS NELSON SHAREHOLDERS APPROVE MERGER Nashville, TN. June 8, 2006. Thomas Nelson, Inc. (NYSE: TNM) announced that, at a Special Meeting of Shareholders held today, its shareholders overwhelmingly approved the merger and related Agreement and Plan of Merger providing for the acquisition of Thomas Nelson by an affiliate of InterMedia Partners, L.P. Subject to the satisfaction of the various conditions to closing in the merger agreement, the parties currently anticipate the closing of the merger on June 12, 2006. Upon closing, each outstanding share of Thomas Nelson common stock and Class B common stock will be converted into the right to receive $29.85 in cash, without interest, and Thomas Nelson will become a privately held company and its shares of common and Class B common stock will cease to be traded on the New York Stock Exchange. The Agreement and Plan of Merger, dated February 20, 2006, is by and among the Company, Faith Media Holdings, LLC ("Faith Media") and Faith Media's wholly-owned subsidiary, FM Mergerco, Inc. ("Mergerco"). Upon consummation of the merger, Mergerco will be merged with and into Thomas Nelson, with Thomas Nelson surviving as a wholly-owned subsidiary of Faith Media. Faith Media was formed by InterMedia Partners, L.P. to acquire Thomas Nelson in the merger. This news release includes certain forward-looking statements (all statements other than those made solely with respect to historical fact) that involve risks and uncertainties relating to future events, including whether and when the merger will be consummated, and the actual results may differ materially from those contained in the forward-looking statements due to known and unknown risks and uncertainties. Any one or more of several risks and uncertainties could account for differences between the forward-looking statements that are made today and the actual results, including with respect to our sales, profits, liquidity and capital position. These factors include, but are not limited to: risks relating to our ability to satisfy regulatory requirements with respect to our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002, which requires us to perform an evaluation of our internal control over financial reporting and have our auditor attest to such evaluation; softness in the general retail environment or in the markets for our products; the timing and acceptance of products being introduced to the market; the level of product returns experienced; the level of margins achievable in the marketplace; the collectibility of accounts receivable; the recoupment of royalty advances; the effects of acquisitions or dispositions, the financial condition of our customers and suppliers; the realization of inventory values at carrying amounts; our access to capital; the outcome of any Internal Revenue Service audits; and the realization of income tax and intangible assets. These conditions cannot be predicted reliably and the Company may adjust its strategy in light of changed conditions or new information. Thomas Nelson disclaims any obligation to update forward-looking statements. Thomas Nelson, Inc. is a leading publisher and distributor of products emphasizing Christian, inspirational and family value themes and believes it is the largest publisher of Bibles and inspirational products. For more information, visit our website www.thomasnelson.com. Thomas Nelson's Common stock and Class B Common stock are listed on the New York Stock Exchange (TNM-NYSE). ### -----END PRIVACY-ENHANCED MESSAGE-----