SC 13D/A 1 d13asm09152005.txt AMENDED SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 12) 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) September 15, 2005 -------------------- (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 Cash from personal funds ------------------------------------------------------------------------------ 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 2,067,120 shares of Common Stock (includes 628,689 shares of Class B Common Stock which are convertible into Common Stock on a one to one basis and 504,634 options to acquire either Class B or 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 2,067,120 shares of Common Stock (includes 628,689 shares of Class B Common Stock which are convertible into Common Stock on a one to one basis and 504,634 options to aquire either Class B or Common Stock that are vested or will vest within 60 days) ----------------------------------------------------- SHARED DISPOSITIVE POWER 10 34,853 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 2,101,973 shares of Common Stock, consisting of 381,852 shares of Common Stock held directly; 583,363 shares of Common Stock held indirectly; options to purchase 123,316 shares of Common Stock (rights to acquire stock that are vested or will vest within 60 days); 628,689 shares of Common Stock issuable upon conversion of 628,689 shares of Class B Common Stock, which are convertible on a one to one basis at the election of the holder at any time; options to purchase 381,318 Common or Class B shares (rights to acquire stock that are vested or will vest within 60 days), and 3,435 Class B shares held indirectly which would be issueable as Common Stock upon a conversion election by the holder. ------------------------------------------------------------------------------ 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 13.9% 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 1,010,007 shares of Class B Common Stock (including options to acquire 381,318 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 1,010,007 shares of Class B Common Stock PERSON (including options to acquire 381,318 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 1,013,422 shares of Class B Common Stock, consisting of 628,689 shares of Class B Common Stock held directly, options to purchase 381,318 shares of Class B Common Stock (rights to acquire stock that are vested or will vest within 60 days), 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 75.5% Class B Common Stock ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON 14 IN ------------------------------------------------------------------------------ Date: 9/19/2005 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) Chairman of the Board of Directors, 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 exercise of 38,682 Class B Stock options at $7.755 and exercise of 6,684 Class B Stock at $14.96 on September 15, 2005. Mr. Moore used personal funds to pay for the options. 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 13.9% of the Common Stock of the Issuer, or 2,101,973 shares of Common Stock, consisting of 381,852 shares of Common Stock held directly; 583,363 shares of Common Stock held indirectly; options to purchase 123,316 shares of Common Stock (right to acquire) that are exercisable or exercisable due to vesting that occurs within 60 days; 628,689 shares of Common Stock issuable upon conversion of 628,689 shares of Class B Common Stock, which are convertible on a one to one basis at the election of the holder at any time; options to purchase 381,318 shares of Class B Common Stock (right to acquire) that are vested or exercisable due to vesting that occurs within 60 days, and 3,435 Class B shares held indirectly which would be issueable as Common Stock upon a conversion election by the holder. Mr. Moore beneficially owns 75.5% of the Class B Common Stock of the Issuer, or 1,013,422 shares of Class B Common Stock, consisting of 628,689 shares of Class B Common Stock held directly, 3,435 of Class B Common Stock held indirectly, and options to purchase 381,318 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: 2,067,120 shares of Common Stock (includes 628,689 shares of Class B Common Stock which are convertible into Common Stock on a one to one basis) and 504,634 options to acquire either Class B or 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: 2,067,120 shares of Common Stock (includes 628,689 shares of Class B Common Stock and 504,634 options to acquire either Class B or Common Stock which are vested and are convertible into Common Stock on a one to one basis) Shared Dispositive 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) Class B Common Stock: --------------------- Sole Voting Power: 1,010,007 shares of Class B Common Stock (including options to acquire 381,318 shares as noted) Shared Voting Power: 3,435 shares of Class B Common Stock Sole Dispositive Power: 1,010,007 shares of Class B Common Stock (including options to acquire 381,318 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 34,853 shares (including 3,435 shares of Class B Common Stock) with his spouse, Peggy Moore as described immediately above. (c) This filing amends the 13D filing made as of September 15, 2005 by correcting the total number of shares of Class B Common Stock directly held to be 628,689 from the 626,689 previously reported. All totals in this filing have been modified accordingly, resulting in the correct ownership of shares of Class B Common Stock to be 75.5%. 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 123,316 shares of Common Stock and 481,318 shares of Class B Common Stock 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 93,316 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 481,318 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 181,318 shares of Class B Common Stock, granted May 16, 2001 and expiring May 16, 2011; Options for 200,000 shares of Class B Common Stock, granted June 11, 2003 and expiring June 11, 2013. The remaining 100,000 options to acquire shares of Class B Common Stock granted June 11, 2003 will vest on June 11, 2006. Item 7. Material to be filed as Exhibits. N/A Date: 9/15/2005 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: September 19, 2005 ------------------