-----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, MEMwjWa763I8bopLuPQ05hjeBDpyCDCnsXrmSb79aop64cZFo/jDgLDMwqjA+U8/ JGS4sLPwn7VFTecrpd31xw== 0000071023-06-000032.txt : 20060612 0000071023-06-000032.hdr.sgml : 20060612 20060612170024 ACCESSION NUMBER: 0000071023-06-000032 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060612 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060612 DATE AS OF CHANGE: 20060612 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: 06900373 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 r8k06122006.txt CURRENT REPORT ON FORM 8-K, DATED JUNE 12, 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 12, 2006 (June 12, 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 8.01. Other Events. On June 12, 2006, Thomas Nelson, Inc. issued a press release announcing the completion of the 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 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 12, 2006 announcing the completion of the 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 12, 2006 3 EXHIBIT INDEX Exhibit Number Description of Exhibit - ------- ---------------------- 99.1 Press release, dated June 12, 2006, announcing the completion of the 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 2 ex991061220068k.txt EXHIBIT 99.1 TO FORM 8-K, DATED JUNE 12, 2006 EXHIBIT 99.1 Date: June 12, 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 MERGER COMPLETED Nashville, TN. June 12, 2006. Thomas Nelson, Inc. (NYSE: TNM) today announced the completion of its "going private" transaction with InterMedia Partners, L.P. Pursuant to the terms of the Agreement and Plan of Merger by and among Thomas Nelson, Faith Media Holdings, LLC ("Faith Media"), and Faith Media's wholly- owned subsidiary, FM Mergerco, Inc. ("Mergerco"), Mergerco was merged with and into Thomas Nelson, with Thomas Nelson surviving as a privately-held, wholly- owned subsidiary of Faith Media. Accordingly, Thomas Nelson's shares of capital stock will cease trading and be delisted from the New York Stock Exchange. Faith Media was formed by InterMedia Partners, L.P. to acquire Thomas Nelson in the merger. As the result of the merger, each outstanding share of Thomas Nelson common stock and Class B common stock has been converted into the right to receive $29.85 in cash, without interest. The paying agent for the merger transaction is Computershare Trust Company, N.A. Computershare will mail to holders of certificates formerly representing shares of Thomas Nelson common and Class B common stock a letter of transmittal and instructions for receiving payment of the merger consideration. All questions from shareholders of record relating to receipt of the merger consideration in the merger should be directed to Computershare at 1 (877) 282-1168. Shareholders who held shares "street name" through a broker, bank or other nominee should contact such broker, bank or other nominee regarding their receipt of the merger consideration. This news release includes certain forward-looking statements (all statements other than those made solely with respect to historical fact) 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. 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. InterMedia Partners, L.P. is the general partner of InterMedia Partners VII, L.P., a private equity investment firm that makes mid- to large-size investments in media companies. ### -----END PRIVACY-ENHANCED MESSAGE-----