SC 13D 1 d13sm42120041.txt SCHEDULE 13-D, AMENDMENT #9, FOR SAM MOORE SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 9) 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) March 16, 2004 -------------------- (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 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 1,812,953 shares of Common Stock (includes 524,834 shares of Class B Common Stock which are convertible into Common Stock on a one to one basis and 222,228 options to acquire Class B Common Stock that are vested or will vest within 60 days) NUMBER OF ----------------------------------------------------- SHARES SHARED VOTING POWER BENEFICIALLY 8 34,853 shares of Common Stock (includes 3,435 OWNED BY shares of Class B Common Stock which is EACH convertible into Common Stock on a one to one REPORTING basis) PERSON ----------------------------------------------------- WITH SOLE DISPOSITIVE POWER 9 1,785,965 shares of Common Stock (includes 524,834 shares of Class B Common Stock which are convertible into Common Stock on a one to one basis and 222,228 options to aquire Class B Common Stock that are vested or will vest within 60 days) ----------------------------------------------------- SHARED DISPOSITIVE POWER 10 61,841 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) ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 1,847,806 shares of Common Stock, consisting of 902,841 shares of Common Stock held directly; 133,363 shares of Common Stock held indirectly; options to purchase 61,105 shares of Common Stock (rights to acquire stock that are vested); 528,269 shares of Common Stock issuable upon conversion of 528,269 shares of Class B Common Stock, which are convertible on a one to one basis at the election of the holder at any time; and options to purchase 222,228 Common or Class B shares (rights to acquire stock that are vested or will vest within 60 days). ------------------------------------------------------------------------------ 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 12.1% 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 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 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 7 747,062 shares of Class B Common Stock (including options to acquire 222,228 shares of Class B Common Stock that are vested or will vest within 60 days) NUMBER OF ----------------------------------------------------- SHARES SHARED VOTING POWER BENEFICIALLY 8 3,435 shares of Common Stock OWNED BY ----------------------------------------------------- EACH SOLE DISPOSITIVE POWER REPORTING 9 747,062 shares of Class B Common Stock PERSON (including options to acquire 222,228 shares WITH of Class B Common Stock that are vested or will vest within 60 days) ----------------------------------------------------- SHARED DISPOSITIVE POWER 10 3,435 shares of Class B Common Stock ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 750,497 shares of Class B Common Stock, consisting of 524,834 shares of Class B Common Stock held directly, options to purchase 222,228 shares of Class B Common Stock (rights to acquire stock that are vested), and 3,435 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 63.4% Class B Common Stock ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON 14 IN ------------------------------------------------------------------------------ Date: 4/21/04 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) N/A (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 Issuer, including beneficial ownership changes due to the vesting of additional options to purchase 146,667 shares of Common or Class B Common Stock on May 16, 2004. No funds were used in the transactions. 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 from time to time, 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. CUSIP NO. 640376109 13D Page 5 of 7 ============================================================================== Item 5. Interests in Securities of the Issuer. (a) Mr. Moore beneficially owns 12.1% of the Common Stock of the Issuer, or 1,847,806 shares of Common Stock, consisting of 902,841 shares of Common Stock held directly; 133,363 shares of Common Stock held indirectly; options to purchase 61,105 shares of Common Stock (right to acquire) that are exercisable; 528,269 shares of Common Stock issuable upon conversion of 528,269 shares of Class B Common Stock, which are convertible on a one to one basis at the election of the holder at any time; and options to purchase 222,228 shares of Class B Common Stock (right to acquire) that are vested or exercisable due to vesting that occurs within 60 days. Mr. Moore beneficially owns 63.4% of the Class B Common Stock of the Issuer, or 750,497 shares of Class B Common Stock, consisting of 524,834 shares of Class B Common Stock held directly, 3,435 of Class B Common Stock held indirectly, and options to purchase 222,228 shares of Class B Common Stock that are vested or exercisable due to vesting that occurs within 60 days. (b) Mr. Moore has aggregate beneficial ownership of the following number of shares: Common Stock: ------------- Sole Voting Power: 1,812,953 shares of Common Stock (includes 524,834 shares of Class B Common Stock which are convertible into Common Stock on a one to one basis) and 222,228 options to acquire Class B Common Stock which are vested, or will vest within 60 days Shared Voting Power: 34,853 shares of Common Stock (includes 3,435 shares of Class B Common Stock which are convertible into Common Stock on a one to one basis) Sole Dispositive Power: 1,785,965 shares of Common Stock (includes 524,834 shares of Class B Common Stock which are convertible into Common Stock on a one to one basis and 222,278 options to acquire Class B Common Stock which are vested Shared Dispositive Power: 61,841 shares of Common Stock (includes 3,435 shares of Class B Common Stock which are convertible into Common Stock on a one to one basis) Class B Common Stock: --------------------- Sole Voting Power: 747,062 shares of Class B Common Stock (including options to acquire 222,228 shares as noted) Shared Voting Power: 3,435 shares of Class B Common Stock Sole Dispositive Power: 747,062 shares of Class B Common Stock (including options to acquire 75,561 shares as noted) Shared Dispositive Power: 3,435 shares of Class B Common Stock Shared Voting Power: Voting power with respect to 34,853 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). CUSIP NO. 640376109 13D Page 6 of 7 ============================================================================== Shared Dispositive Power: Mr. Moore shares dispositive power with respect to 61,841 shares of Common Stock described immediately above. Mr. Moore shares dispositive power with respect to 34,853 shares (including 3,435 shares of Class B Common Stock) with his spouse, Peggy Moore. Mr. Moore shares dispositive power with respect to 26,988 shares of Common Stock beneficially owned and held in the Thomas Nelson Savings and Investment Plan (the "ESOP"). The ESOP trustee is AMVESCAP Retirement Savings (the "Trustee"), a division of AMVESCAP PLC (NYSE symbol AVZ), a corporation whose principal business is investment and brokerage services. The address of the Trustee's principal office is 1201 Peachtree Street, 400 Colony Square, Suite 2200, Atlanta, GA 30361. To Mr. Moore's knowledge, the Trustee has no disclosures pursuant to Item 2(d) and (e). (c) Transactions occurring since the last 13D filing that impacted Mr. Moore's ownership were reported on Form 4's as required, including: The vesting of options to acquire 25,788 shares of Class B Common Stock to occur on May 16, 2004; The vesting of options to acquire 120,879 shares of Class B Common Stock to occur on May 16, 2004; The disposition of 52,000 shares in two Charitable Remainder Trusts from February 18, 2004 through February 20, 2004 to fund distributions; and Various other net changes in his ESOP account due to increases from dividend reinvestments or dispositions to to funding of required minimum distributions. (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 includes the right to acquire 61,105 shares upon the exercise of certain stock options that have been granted under the 1992 Employee Stock Incentive Plan. The options that have vested and are exercisable are: Options for 30,000 shares of Common Stock, granted May 15, 1997 and expiring May 15, 2007; and Options for 31,105 shares of Common Stock, granted May 29, 2002 and expiring May 29, 2012. Mr. Moore's beneficial ownership of the Issuer's Class B Common Stock includes the right to acquire 222,228 shares upon exercise of certain stock options that have been granted under the 1992 Employee Stock Incentive Plan. The options that have vested and are exercisable, or will be exercisable within 60 days are: Options for 2,228 shares of Class B Common Stock, granted May 29, 2002 and expiring May 29, 2007; and Options for 220,000 shares of Class B Common Stock, granted May 16, 2001 and expiring May 16, 2011. Item 7. Material to be filed as Exhibits. N/A Date: 4/21/2004 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 Sam Moore Dated: April 21, 2004 ------------------