-----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, Hclyis3AQOPgDOhJkclSK8fAK9EBj19ayE4EJ2TfD1wwwBFdo6giGQoWDa3mg0Vs X/65idDRRZyeK5NLf1PKnQ== 0000950144-95-003397.txt : 19951204 0000950144-95-003397.hdr.sgml : 19951204 ACCESSION NUMBER: 0000950144-95-003397 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19951201 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NELSON THOMAS 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: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-64695 FILM NUMBER: 95598695 BUSINESS ADDRESS: STREET 1: P O BOX 141000 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: ROYAL PUBLISHERS INC DATE OF NAME CHANGE: 19721019 S-3 1 THOMAS NELSON S-3 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 1, 1995 REGISTRATION NO. 33- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------- THOMAS NELSON, INC. (Exact Name of Registrant as Specified in its Charter) TENNESSEE 62-0679364 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification Number) NELSON PLACE AT ELM HILL PIKE NASHVILLE, TENNESSEE 37214-1000 (615) 889-9000 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices) -------------------- JOE L. POWERS EXECUTIVE VICE PRESIDENT AND SECRETARY THOMAS NELSON, INC. NELSON PLACE AT ELM HILL PIKE NASHVILLE, TENNESSEE 37214-1000 (615) 889-9000 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service) -------------------- COPY TO: JAMES H. CHEEK, III, ESQ. BASS, BERRY & SIMS FIRST AMERICAN CENTER NASHVILLE, TENNESSEE 37238 -------------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after this Registration Statement becomes effective. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [x] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] __________ If this Form is a post-effective amendment filed pursuant to Rule 462(c), under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] _________________ If delivery of the Prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] --------------------
CALCULATION OF REGISTRATION FEE ============================================================================================================================== TITLE OF SHARES AMOUNT PROPOSED PROPOSED AMOUNT OF TO BE TO BE MAXIMUM AGGREGATE PRICE MAXIMUM AGGREGATE OFFERING REGISTRATION REGISTERED REGISTERED PER SHARE(1) PRICE(1) FEE - ------------------------------------------------------------------------------------------------------------------------------ Common Stock, par value $1.00 per share . . . . . . . 144,436 shares $16.25 $2,347,085 $810 ==============================================================================================================================
(1) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) on the basis of the average of the high and low prices of the Company's Common Stock as reported on the New York Stock Exchange on November 27, 1995. ____________________ THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. ================================================================================ 2 INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THE PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE. SUBJECT TO COMPLETION, DATED DECEMBER 1, 1995 144,436 SHARES THOMAS NELSON, INC. COMMON STOCK ------------------------------ All of the 144,436 shares (the "Shares") of Common Stock, par value $1.00 per share (the "Common Stock"), of Thomas Nelson, Inc. (the "Company") offered hereby are being offered by certain shareholders of the Company (the "Selling Shareholders"). See "Selling Shareholders." The Company will not receive any proceeds from the sale of the Common Stock offered hereby. The Shares may be sold from time to time in brokerage transactions at prevailing market prices through J.C. Bradford & Co. or others in privately negotiated transactions for the account of each of the Selling Shareholders or others at prices at or near the market price or in other privately negotiated transactions. See "Plan of Distribution." The Company has agreed to bear all expenses (other than selling commissions relating to the Shares and expenses of counsel to the Selling Shareholders, if any) in connection with the registration and sale of the Shares being registered hereby. The Company has agreed to indemnify the Selling Shareholders against certain liabilities and the Selling Shareholders have agreed to indemnify the Company against certain liabilities in connection with this offering, including liabilities under the Securities Act of 1933, as amended (the "Securities Act"). See "Plan of Distribution." The Company has two classes of authorized and issued common stock. Holders of the Common Stock, which is offered hereby, are entitled to one vote per share, and holders of the Class B Common Stock, par value $1.00 per share (the "Class B Common Stock"), are entitled to ten votes per share on all matters submitted to a vote of shareholders of the Company. The Common Stock and Class B Common Stock are traded on the New York Stock Exchange (the "NYSE") under the symbols "TNM" and "TNM.B," respectively. On November 27, 1995, the last reported sale prices of the Common Stock and Class B Common Stock on the NYSE were $16.25 and $19.50 per share, respectively. ------------------------------ THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. No person has been authorized to give any information or to make any representations in connection with this offering other than those contained in this Prospectus and, if given or made, such information and representations must not be relied upon as having been authorized by the Company. Neither the delivery of this Prospectus nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since the date hereof or that the information contained herein is correct as of any time subsequent to its date. This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities other than the Common Stock to which it relates. This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy such securities in any circumstances in which such offer or solicitation is unlawful. THE DATE OF THIS PROSPECTUS IS DECEMBER ___, 1995. 3 AVAILABLE INFORMATION The Company has filed with the Securities and Exchange Commission (the "Commission") in Washington, D.C., a Registration Statement on Form S-3 (together with all amendments and exhibits thereto, the "Registration Statement") under the Securities Act with respect to the shares of Common Stock offered hereby. This Prospectus constitutes a part of the Registration Statement and does not contain all the information set forth therein, certain portions of which have been omitted as permitted by the rules and regulations of the Commission. Any statements contained herein concerning the provisions of any contract or other document are not necessarily complete and, in each instance, reference is made to the copy of such contract or other document filed as an exhibit to the Registration Statement or otherwise filed with the Commission. Each such statement is qualified in its entirety by such reference. For further information regarding the Company and the Common Stock offered hereby, reference is made to the Registration Statement and to the exhibits thereto. The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance therewith, files reports, proxy statements and other information with the Commission. The Registration Statement (with exhibits), as well as such reports, proxy statements and other information filed by the Company with the Commission, may be inspected and copied at the public reference facilities maintained by the Commission at its principal offices at Judiciary Plaza, Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the following Regional Offices of the Commission: 7 World Trade Center, Suite 1300, New York, New York, 10048; and Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such material may be obtained from the Public Reference Section of the Commission at 450 Fifth Street. N.W., Room 1024, Washington, D.C. 20549, at prescribed rates. The Common Stock and Class B Common Stock are listed on the NYSE. The aforementioned material also can be inspected at the offices of the NYSE, 20 Broad Street, New York, New York 10005. The Company is organized under the laws of the State of Tennessee, its executive offices are located at Nelson Place at Elm Hill Pike, Nashville, Tennessee 37214-1000, and its telephone number is (615) 889-9000. INCORPORATION OF CERTAIN INFORMATION BY REFERENCE The following documents, heretofore filed by the Company with the Commission (File No. 0-4095) pursuant to the Exchange Act, are incorporated and made a part of this Prospectus by reference, except as superseded or modified herein: (1) The Company's Annual Report on Form 10-K for the fiscal year ended March 31, 1995. (2) The Company's Quarterly Report on Form 10-Q for the quarters ended June 30, 1995 and September 30, 1995, respectively. (3) The Company's Current Report on Form 8-K, dated November 21, 1995. (4) The description of the Company's Common Stock and Class B Common Stock contained in the Registration Statement on Form 8-A filed on May 26, 1995. All documents subsequently filed by the Company pursuant to Section 13(a), 13(c), 14, or 15(d) of the Exchange Act prior to the termination of this offering shall be deemed to be incorporated by reference in this Prospectus and shall be part hereof from the date of filing of such documents. Any statement contained herein or in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as modified or superseded, to constitute a part of this Prospectus. The Company undertakes to provide without charge to each person, including any beneficial owner, to whom a copy of this Prospectus is delivered, upon the written or oral request of any such person, a copy of any document described herein (not including exhibits to those documents unless such exhibits are specifically incorporated by reference into the information incorporated into this Prospectus). Requests for such copies should be directed to Joe L. Powers, Executive Vice President and Secretary, Thomas Nelson, Inc., Nelson Place at Elm Hill Pike, Nashville, Tennessee 37214-1000, telephone number (615) 889-9000. 4 THE COMPANY Thomas Nelson, Inc. is a leading publisher, producer and distributor of books and recorded music emphasizing Christian, inspirational and family value themes, and believes it is the largest commercial publisher of the Bible in English language translations. The Company also designs and markets a broad line of gift and stationery products. The Company believes it is the largest publisher of Christian and inspirational books and the largest producer of recorded Christian music in the United States. The Company's publishing operations involve the publication and distribution of hardback and trade paperback books with Christian, inspirational or family value themes and a broad line of Bibles and related publications. Authors published by the Company include some of the most well-known Christian and inspirational communicators in the field, including Chuck Colson, James Dobson, Billy Graham, Benny Hinn, Barbara Johnson, Max Lucado, Frank Peretti, Pat Robertson, Robert Schuller, Gary Smalley, Charles Stanley, Charles Swindoll and Bodie and Brock Thoene. In each of the last three fiscal years, the Company published over 300 new titles and, during that period, published over 50% of the top ten best selling Christian and inspirational books based on the monthly Bookstore Journal Christian Hardbound Bestsellers' Lists. The Company publishes nine of the ten major English language Bible translations, four of which are proprietary to the Company, and introduced in June 1995 the Contemporary English Version ("CEV") Bible translation, which is designed to be understandable at virtually any reading level. The Company's music operations are comprised of the production and distribution of Christian and inspirational recorded music and related music publishing. Traditional and contemporary Christian and inspirational music is a genre which is defined by its lyrical content and encompasses a diverse range of musical styles including gospel, praise and worship, country, rock, rhythm and blues, rap and metal. Recording artists under contract with the Company include Anointed, Helen Baylor, Shirley Caesar, Brian Duncan, Amy Grant, Sandi Patty, Petra and Point of Grace. In 1995, the Company's artists received ten Dove Awards, the Christian music industry's annual awards for outstanding recording artists and releases. In fiscal 1995, the Company released 90 new titles, and maintains a catalog of over 40,000 copyrighted songs which are licensed to independent publishers, record companies, churches and other organizations. In addition, the Company operates a music publishing business engaged in songwriter development, print music publishing and copyright administration. The Company's gift division was established in 1989 to develop and market gift, stationery and related items. The gift division's product line includes 80 collections and over 800 separate items, such as journals and blank books, diaries, address books, photo albums, gift bags, calendar and desk sets, baby gifts, kitchen accessories, and stationery. Products are marketed under the Markings(TM), Pretty Paper(R) and Markings Inspirations(TM) brand names, the latter of which incorporates Christian and inspirational text or themes. Certain product lines are marketed as collections, with each collection including a variety of products featuring a common design or theme. Designs include original art work licensed from artists such as Sam Butcher, Carol Endres, Larry Stephenson and Susan Wheeler and classic oriental, tapestry and country print fabric designs. Effective October 30, 1995, the Company further enhanced its position in the gift products market through the acquisition of The C.R. Gibson Company ("Gibson"). Gibson is a leading designer, manufacturer and distributor of paper gift products, including baby and wedding memory books, stationery, gift wrap, greeting cards and other products. 3 5 DIVIDEND POLICY Declaration of dividends is within the discretion of the Board of Directors of the Company. The Board of Directors considers the payment of dividends on a quarterly basis, taking into account the Company's earnings and capital requirements as well as financial and other conditions existing at the time. Certain covenants of the Company's credit facilities limit payment of cash dividends based on the Company's cumulative consolidated net income. In each quarter in fiscal 1994 and 1995, the Company paid a cash dividend of $.032 per share on its Common Stock and Class B Common Stock. For each of the first and second quarters of fiscal 1996, the Company paid a cash dividend of $.04 per share on its Common Stock and Class B Common Stock. In addition, the Company effected a five-for-four stock split of the Common Stock and Class B Common Stock in the form of a 25% stock dividend on March 24, 1995. SELLING SHAREHOLDERS The table below sets forth certain information provided to the Company by the Selling Shareholders regarding the beneficial ownership of Common Stock (as of November 27, 1995) of the shareholders who are offering Shares pursuant to this Prospectus. The table assumes that all Shares offered hereby will be sold and, unless otherwise noted, the Company has been advised that the persons named in the table have sole voting and investment power with respect to the Common Stock indicated. None of the Selling Shareholders owns greater than one percent of the Company's outstanding Common Stock.
SHARES BENEFICIALLY SHARES BENEFICIALLY OWNED PRIOR TO THE OWNED FOLLOWING THE SELLING SHAREHOLDERS OFFERING SHARES OFFERED OFFERING - ----------------------------------------- ------------------- -------------- ------------------- Eric C. Presley(1) . . . . . . . . . . . 38,888 38,888 0 Barbara Presley . . . . . . . . . . . . . 33,557 33,334 223 W. Clay Presley(2) . . . . . . . . . . . 22,221 22,221 0 Charles D. Gray, III . . . . . . . . . . 11,110 11,110 0 C. Daniel Page, Jr. Trust . . . . . . . . 11,110 11,110 0 Maria M. Trakas . . . . . . . . . . . . . 8,888 8,888 0 George A. Trakas . . . . . . . . . . . . 2,221 2,221 0 Phyllis Carothers . . . . . . . . . . . . 2,777 2,777 0 J.C. Carothers, Jr. . . . . . . . . . . . 2,777 2,777 0 Jeffery Davis . . . . . . . . . . . . . . 5,555 5,555 0 Pam Manion . . . . . . . . . . . . . . . 5,555 5,555 0
(1) Eric C. Presley is the President of PPC, Inc., a wholly-owned subsidiary of the Company. (2) W. Clay Presley is Vice President - Gift Products of the Company. Each of the Selling Shareholders is a former shareholder of PPC, Inc., a North Carolina Corporation ("PPC"). The Company obtained all of the outstanding shares of PPC in March 1994 in exchange for the issuance to the Selling Shareholders of the shares offered hereby. The transaction was accounted for as a pooling of interests. As a result of this transaction, PPC became a wholly-owned subsidiary of the Company. In connection with the issuance of such Shares, the Selling Shareholders received the right to require the Company to register the Shares offered hereby. See "Plan of Distribution." 4 6 PLAN OF DISTRIBUTION The Shares may be sold from time to time in brokerage transactions at prevailing market prices through J.C. Bradford & Co. or others, in privately negotiated transactions for the account of each of the Selling Shareholders or others, at prices at or near the market price or in other privately negotiated transactions. Ordinary brokerage commissions will be paid in connection with brokerage transactions. In connection with the Company's combination with PPC, the Selling Shareholders received the right to demand the registration of the Shares offered hereby pursuant to a Registration Rights Agreement dated March 31, 1994 (the "Registration Rights Agreement"). The Company has agreed to pay the expenses of this offering, but the Selling Shareholders will be responsible for all brokerage commissions and any other selling commissions, stock transfer taxes and the fees and disbursements of their counsel, if any. Expenses to be paid by the Company are estimated to be $7,000. The Company has agreed to maintain the effectiveness of the Registration Statement covering the Shares for a period of 90 days following the date hereof. The Company has agreed to indemnify the Selling Shareholders, and the Selling Shareholders have agreed to indemnify the Company, against certain liabilities in connection with this offering, including liabilities under the Securities Act. The Selling Shareholders and any brokers or other persons who participate in the sale of the Shares may be deemed to be "underwriters" within the meaning of Section 2(11) of the Securities Act, and any commissions received by such brokers or other persons, and any profits on the resale of the Shares, may be deemed to be underwriting commissions or discounts. LEGAL MATTERS The validity of the shares of Common Stock offered hereby will be passed upon for the Company by Bass, Berry & Sims, Nashville, Tennessee. EXPERTS The financial statements and schedules incorporated by reference in this Prospectus and elsewhere in the Registration Statement have been audited by Arthur Andersen LLP, independent public accountants, as indicated in their report with respect thereto, and are included herein in reliance upon authority of said firm as experts in giving said reports. 5 7 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION SEC Registration Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 810 Legal Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,000 Blue Sky Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . 500 Accounting Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . 500 Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,190 ------- Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 7,000 =======
Except for the SEC Registration Fee, all expenses are estimated. All of the above-mentioned expenses will be borne by the Registrant. ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS The Tennessee Business Corporation Act ("TBCA") provides that a corporation may indemnify any of its directors and officers against liability incurred in connection with a proceeding if (i) such person acted in good faith, (ii) in the case of conduct in an official capacity with the corporation, such person reasonably believed such conduct was in the corporation's best interests, (iii) in all other cases, such person reasonably believed that his or her conduct was at least not opposed to the best interests of the corporation, and (iv) in connection with any criminal proceeding, such person had no reasonable cause to believe his conduct was unlawful. In actions brought by or in the right of the corporation, however, the TBCA provides that no indemnification may be made if the director or officer was adjudged to be liable to the corporation. The TBCA also provides that in connection with any proceeding charging improper personal benefit to an officer or director, no indemnification may be made if such officer or director is adjudged liable on the basis that such personal benefit was improperly received. Notwithstanding the foregoing, the TBCA provides that a court of competent jurisdiction, unless the corporation's charter provides otherwise, upon application, may order that an officer or director be indemnified for reasonable expenses if, in consideration of all relevant circumstances, the court determines that such individual is fairly and reasonably entitled to indemnification, notwithstanding the fact that such officer or director (i) was adjudged liable to the corporation in a proceeding by or in right of the corporation, (ii) was adjudged liable on the basis that personal benefit was improperly received by him, or (iii) breached his duty of care to the corporation. The Company's Amended and Restated Charter and Amended Bylaws provide that to the fullest extent permitted by law no director shall be personally liable to the Company or its shareholders for monetary damages for breach of any fiduciary duty as a director. Under the TBCA, this provision relieves the Company's directors from personal liability to the Company or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability arising from a judgment or other final adjudication establishing (i) any breach of the director's duty of loyalty, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) any unlawful distributions. The Company currently has in effect an executive liability insurance policy which provides coverage for its directors and officers in amounts of $20,000,000 per claim and $20,000,000 for annual II-1 8 aggregate claims. The policy covers any error, misstatement, act or omission, or breach of duty committed by a director or officer, subject to certain specified exclusions. ITEM 16. EXHIBITS See Index to Exhibits on page II-6. ITEM 17. UNDERTAKINGS. The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made of the securities offered hereby, a post-effective amendment to this registration statement: (i) To include any Prospectus required by Section 10(a)(3) of the Securities Act; (ii) To reflect in the Prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high and of the estimated maximum offering range may be reflected in the form of Prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that the undertakings in paragraphs (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement; (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and (3) To remove from registration by means of a post-effective amendment any of the securities being registered hereby which remain unsold at the termination of the offering. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. II-2 9 Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 15 above, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. II-3 10 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form S-3, and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Nashville, State of Tennessee, on the 1st day of December, 1995. THOMAS NELSON, INC. By: /s/ Joe L. Powers ------------------------------------- Joe L. Powers Executive Vice President and Secretary KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Sam Moore and Joe L. Powers, and each of them, his or her true and lawful attorneys-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date --------- ----- ---- /s/ Sam Moore Chairman of the Board of Directors, Chief December 1, 1995 ----------------------------------- Executive Officer and President Sam Moore (Principal Executive Officer) /s/ S. Joseph Moore Executive Vice President and Director December 1, 1995 ----------------------------------- S. Joseph Moore /s/ Joe L. Powers Executive Vice President and Secretary December 1, 1995 ----------------------------------- (Principal Financial and Accounting Officer) Joe L. Powers /s/ Joe M. Rodgers Director December 1, 1995 ----------------------------------- Joe M. Rodgers /s/ Brownlee O. Currey, Jr. Director December 1, 1995 ----------------------------------- Brownlee O. Currey, Jr.
II-4 11
Signature Title Date --------- ----- ---- /s/ W. Lipscomb Davis, Jr. Director December 1, 1995 ----------------------------------- W. Lipscomb Davis, Jr. /s/ Robert J. Niebel, Sr. Director December 1, 1995 ----------------------------------- Robert J. Niebel, Sr. /s/ Millard V. Oakley Director December 1, 1995 ----------------------------------- Millard V. Oakley /s/ Andrew J. Young Director December 1, 1995 ----------------------------------- Andrew J. Young /s/ Cal Turner, Jr. Director December 1, 1995 ----------------------------------- Cal Turner, Jr.
II-5 12 INDEX TO EXHIBITS Exhibit Number Description ------- ----------- 4.1 Registration Rights Agreement dated as of March 31, 1994, by and among the Registrant and each of the former holders of common stock of PPC, Inc. 4.2 Amended and Restated Charter of the Registrant (filed as Exhibit 4.1 to Registrant's Registration Statement on Form S-8 (Commission File No. 33-80086) and incorporated herein by reference) 4.3 Amended Bylaws of the Registrant (filed as Exhibit 3(b) to the Registrant's Annual Report on Form 10-K for the fiscal year ended March 31, 1990 and incorporated herein by reference) 5 Opinion of Bass, Berry & Sims, counsel to Registrant, as to the legality of the Common Stock being registered 23.1 Consent of Arthur Andersen LLP 23.2 Consent of Bass, Berry & Sims (included in Exhibit 5) 24 Power of Attorney (set forth on page II-4) II-6 EX-4.1 2 REGISTRATION RIGHTS AGREEMENT 1 EXHIBIT 4.1 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT dated as of March 31 , 1994 by and between Thomas Nelson, Inc., a Tennessee corporation (the "Company"), and each of the former holders of common stock of PPC, Inc., a North Carolina corporation ("PPC"), listed on the signature page hereto (the "Former PPC Holders"). WHEREAS, the Company, the Former PPC Holders and PPC are parties to a certain Agreement and Plan of Merger of even date herewith pursuant to which PPC has become a wholly owned subsidiary of the Company and the Former PPC Holders have been issued or will be issued shares of Common Stock of the Company; WHEREAS, the Company and Eric Presley ("Presley") are parties to an Assignment of Option Agreement (the "Assignment Agreement") dated the date hereof pursuant to which Presley has assigned to the Company all right, title and interest in an Amended and Restated Option Agreement covering real property currently leased by PPC in consideration of the issuance by the Company to Presley of an aggregate of 26,667 shares of Common Stock; WHEREAS, the Board of Directors has authorized the officers of the Company to prepare and execute this Agreement, in the name and on behalf of the Company, to offer certain registration rights to the Holders (as hereinafter defined), the acceptance of which shall be evidenced by their execution of this Agreement; NOW, THEREFORE, the Company and the Holders agree as follows: 1. Definitions - As used in this Agreement, the following terms shall have the following meanings: "Holder" means each Former PPC Holder that owns Registrable Securities. For purposes of this Agreement, the Company may deem and treat the registered holder of a Registrable Security as the Holder and absolute owner thereof, and the Company shall not be affected by any notice to the contrary. "Registrable Securities" means (i) the Stock issued or issuable pursuant to the Merger and the Assignment Agreement and (ii) any securities issued or issuable in respect of the Stock referred to above by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, reclassification, merger or consolidation, and any other securities issued pursuant to any other pro rata distribution with respect to such Stock. For purposes of this Agreement, a Registrable Security ceases to be a Registrable Security when (a) it has been effectively registered under the Securities Act (as defined below) and sold or distributed to the public in accordance with an effective registration statement covering it, or (b) it is sold, distributed or otherwise disposed of pursuant to Rule 144 (or any successor or similar provision) under the Securities Act. 2 "Required Holders" means the Holders of at least 50% of the Registrable Securities. "SEC" means the Securities and Exchange Commission. "Securities Act" means the Securities Act of 1933, as amended from time to time or any similar Federal statute, and the rules and regulations of the SEC issued under such act, as they each may, from time to time, be in effect. 2. Demand Registration. Subject to the terms and conditions set forth herein, if at any time the Required Holders shall request the Company in writing to register under the Securities Act all or a part of the Registrable Securities held by such Holders (a "Demand Registration"), within 15 business days of receipt of such request the Company shall serve written notice of such registration request to all Holders and the Company will include in such registration all Registrable Securities of such Holders with respect to which the Company has received written requests for inclusion therein within 20 days after receipt by the Holders of such notice. The Company shall use its best efforts to cause to be filed and declared effective, as soon as reasonably practicable, a registration statement on such appropriate form as the Company in its discretion shall determine, providing for the registration under the Securities Act of all of such Registrable Securities with respect to which the Company has received requests for registration by such Holders. A registration statement filed pursuant to this Section 2 is hereinafter referred to as the "Demand Registration Statement." The Company's obligation to use its best efforts to cause Registrable Securities to be registered in accordance with this Section 2 is subject to each of the following limitations, conditions and qualifications: (i) No notice given by the Required Holders shall be effective hereunder, with respect to the Demand Registration Statement, until after such time as results covering at least 30 days of combined operations of PPC and the Company have been published by the Company, in the form of a quarterly earnings report, an effective registration statement filed with the SEC, a report to the SEC on Form 10-Q or 8-K, or any other public filing or announcement which includes such combined results of operations, and ending on July 31, 1995. (ii) The Company may postpone, for a reasonable period of time, the filing or the effectiveness of a registration statement requested pursuant to this Section 2 if the Company's Board of Directors determines in good faith that (A) such registration might have a material adverse effect on any plan or proposal by the Company with respect to any financing, acquisition, recapitalization, reorganization or other material transaction by the Company or its subsidiaries or (B) the Company is in possession of material non-public information and disclosure of such information is not in the best interests of the Company or any of its subsidiaries; provided, however, that as soon as the conditions permitting such 2 3 delay no longer exist, the Company shall give notice of that fact to the Required Holders, and shall proceed with the registration unless the Required Holders shall have elected, at any time prior to the close of business on the 20th day after the Company has so notified the Required Holders, to withdraw their request for registration, and such withdrawn request shall not constitute a request hereunder. (iii) The Company shall not be required to effect any registration pursuant to this Section 2 unless such registration relates to Registrable Securities representing at least 50% of the then outstanding shares of such Registrable Securities. (iv) The obligation of the Company to register Registrable Securities pursuant to this Section 2 shall expire after one Demand Registration Statement filed by reason of a request pursuant to Section 2 shall have become effective and remained effective for the period specified in Section 3(a)(ii) hereof. 3. Registration Procedures. (a) Whenever the Company is required to use its best efforts to effect the registration of any Registrable Securities under the Securities Act pursuant to the terms and conditions of Section 2 (such Registrable Securities being hereinafter referred to as the "Subject Shares"), the Company will use its best efforts to effect the registration of the Subject Shares in accordance with the intended method of disposition thereof. Without limiting the generality of the foregoing, the Company will as expeditiously as possible: (i) prepare and file with the SEC a registration statement on any appropriate form under the Securities Act with respect to the Subject Shares and use its best efforts to cause such registration statement to become effective; (ii) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Subject Shares and other securities covered by such registration statement until the earlier of (A) such time as all of such Subject Shares and other securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement and (B) the expiration of 30 days after such registration statement becomes effective; provided, that, if the offering of Subject Shares pursuant to such registration statement is terminated or suspended by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court, the foregoing time period shall be extended by the number of days during the period from and including the date such stop order, injunction or other order or requirement becomes effective to and including the date when such termination or suspension no longer exists; 3 4 (iii) promptly furnish the Holders of the Subject Shares covered by such registration statement, without charge, such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case without exhibits unless specifically requested), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus), such documents incorporated by reference in such registration statement or prospectus, and such other documents, as such Holders may reasonably request; (iv) as expeditiously as possible use its best efforts to register or qualify the Subject Shares covered by such registration statement under the securities or blue sky laws of such jurisdictions as the Holders shall reasonably request, and do any and all other acts and things which may be reasonably necessary or advisable to enable the Holders to consummate the disposition in such jurisdictions of the Subject Shares covered by such registration statement, except that the Company shall not for any such purpose be required to (A) qualify generally to do business as a foreign corporation in any jurisdiction wherein it is not so qualified, (B) subject itself to taxation in any such jurisdiction wherein it is not so subject, or (C) consent to general service of process in any such jurisdiction or otherwise take any action that would subject it to the general jurisdiction of the courts of any jurisdiction in which it is not so subject; (v) otherwise comply with all applicable rules and regulations of the SEC; (vi) furnish, at the Company's expense, unlegended certificates representing ownership of the securities being sold in such denominations as shall be requested and instruct the transfer agent to release any stop transfer orders with respect to the Subject Shares being sold; (vii) notify each Holder at any time when a prospectus relating to the Subject Shares is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such Registration Statement contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein (in the case of the prospectus or any preliminary prospectus, in light of the circumstances under which they were made) not misleading, and the Company will, as promptly as possible thereafter, prepare and file with the SEC and furnish to each Holder a reasonable number of copies of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of Subject Shares such prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; 4 5 (viii) provide and cause to be maintained a transfer agent for all Subject Shares covered by such Registration Statement from and after a date not later than the effective date of such Registration Statement; (ix) use its best efforts (A) to list all Subject Shares covered by such Registration Statement on any securities exchange on which any of the Registrable Securities is then listed, or (B) in the event such securities are not so listed, to have such Subject Shares qualified for inclusion on the NASDAQ National Market System or any comparable quotation system; (x) use its best efforts to prevent the issuance of any stop order suspending the effectiveness of the registration statement or of any order preventing or suspending the effectiveness of such registration statement at the earliest possible moment; and (xi) take all other steps reasonably necessary to effect the registration of the Subject Shares contemplated hereby. (b) Each Holder shall provide (in writing and signed by the Holder and stated to be specifically for use in the related registration statement, preliminary prospectus, prospectus or other document incident thereto) all such information and materials regarding the Holder and the intended plan of distribution by such Holder, and take all such action as may be required in order to permit the Company to comply with all applicable requirements of the SEC and any applicable state securities laws and to obtain any desired acceleration of the effective date of any registration statement prepared and filed by the Company pursuant to this Agreement. (c) Upon receipt of any notice from the Company that the Company has become aware that the prospectus (including any preliminary prospectus) included in any registration statement filed pursuant to Section 2 hereof, as then in effect, contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, the Holders shall forthwith discontinue disposition of Subject Shares pursuant to the registration statement covering the same until the Holders' receipt of copies of a supplemented or amended prospectus and, if so directed by the Company, deliver to the Company all copies other than permanent file copies then in the Holder's possession, of the prospectus covering the Subject-Shares that was in effect prior to such amendment or supplement. (d) The Holders shall pay all underwriting discounts, commissions and expenses relating to the Subject Shares and fees and disbursements of the Holders' counsel incurred in connection with the Demand Registration Statement filed pursuant to Section 2 of this Agreement. The Company shall pay all other expenses incident to the Company's performance of or compliance with effecting any such registration, including, without limitation, all registration, filing and National Association of Securities Dealers, Inc. fees, all fees and expenses of complying with federal or state securities laws, all word processing, duplicating and 5 6 printing expenses, messenger and delivery expenses, and the fees and expenses of counsel for the Company and of the Company's independent public accountants, including the expenses of any special audits or "cold comfort" letters required by or incident to such performance and compliance. 4. Indemnification and Contribution. (a) In the event of any registration of any of the Registrable Securities under the Securities Act pursuant to this Agreement, the Company will indemnify and hold harmless the Holder of such Registrable Securities, each underwriter of the Registrable Securities, if any, and each other person, if any, who controls such Holder or underwriter within the meaning of the Securities Act against any losses, claims, damages or liabilities, joint or several, to which such Holder, underwriter or controlling person may become subject under the Securities Act, state securities or Blue Sky laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities were registered under the Securities Act, any preliminary prospectus or final prospectus contained in the registration statement, or any amendment or supplement to such registration statement, or arise out of or are based upon the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and the Company will reimburse such Holder, each underwriter of the Registrable Securities, if any, and each such controlling person for any legal or any other expenses reasonably incurred by such Holder, underwriter or controlling person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any untrue statement or omission made in such registration statement, preliminary prospectus or final prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to the Company, in writing, by or on behalf of such Holder specifically for use in the preparation thereof. (b) The Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2, that the Company shall have received an undertaking satisfactory to it from the prospective Holder of such securities, to indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 4) the Company, its directors, officers, employees, agents and affiliates and each other person, if any, who controls the Company within the meaning of the Securities Act, with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus, or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with information furnished to the Company by such Holder for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided, however, that the obligation of such Holders 6 7 hereunder shall be limited to an amount equal to the proceeds to each Holder of Registrable Securities sold in connection with such registration. (c) Each party entitled to indemnification under this Section 4 (the "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided, that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld); and, provided, further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 4 to the extent that such failure to give notice has not had a material adverse effect on the ability of the Indemnifying Party to defend the claim as to which indemnity is sought. The Indemnified Party may participate in such defense at such party's expense; provided, however, that the Indemnifying Party shall pay such expense if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or litigation, and no Indemnified Party shall consent to entry of any judgment or settle such claim or litigation without the prior written consent of the Indemnifying Party. (d) In order to provide for just and equitable contribution to joint liability under the Securities Act in any case in which either (i) any Holder of Registrable Securities exercising rights under this Agreement, or any controlling person of any such Holder, makes a claim for indemnification pursuant to this Section 4 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 4 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of any such selling Holder or any such controlling person in circumstances for which indemnification is provided under this Section 4; then, in each such case, the Company and such Holder will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in such proportions so that such Holder is responsible for the portion represented by the percentage that the public offering price of its Registrable Securities offered by the registration statement bears to the public offering price of all securities offered by such registration statement, and the Company is responsible for the remaining portion; provided, however, that, in any such case, (A) no such Holder will be required to contribute any amount in excess of the proceeds to it of all Registrable Securities sold by it pursuant to such registration statement, and (B) no person or entity guilty of fraudulent misrepresentation, within the meaning 7 8 of Section 11(f) of the Securities Act, shall be entitled to contribution from any person or entity who is not guilty of such fraudulent misrepresentation. 5. Conditions Precedent to Registration. The Company's obligations under this Agreement to effect the registration of any Registrable Securities are subject to the agreement to and the performance by the Holders of such Registrable Securities of the obligations of such Holders contained in this Agreement. 6. Notices. Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be effective (a) upon hand delivery or delivery by telex (with correct answer back received), telecopy or facsimile at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the first business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual service, fully prepaid, addressed to such address, or upon actual receipt of such mailing whichever shall first occur. The addresses for such communications shall be: If to the Company: Thomas Nelson, Inc. Nelson Place at Elm Hill Pike P. O. Box 141000 Nashville, TN 37214-1000 Attention: Joe L. Powers Telecopy:(615) 883-6353 with a copy to: Bass, Berry & Sims First American Center Nashville, TN 37238 Attention: James H. Cheek, III, Esq. Telecopy: (615)742-6293 8 9 If to a Holder, to the address of such Holder shown on the stock ledger books of the Company. with a copy to: Petree Stockton, L.L.P. 3500 One First Union Center 301 South College Street Charlotte, N.C. 28202 Attention: E. Lynwood Mallard Telecopy: (704) 338-5125 The Company may from time to time change its address for notices under this Section 6 by giving at least 10 days' written notice of such changed address to each of the Holders. Each Holder may from time to time change its address for notices under this Section 6 by giving at least 10 days' written notice of such changed address to the Company. 7. Headings. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof. 8. Binding Effect. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto. 9. Entire Agreement. This Agreement embodies the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings relating to such subject matter. 10. Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), with the written consent of the Company and the Holders of at least 75% of the Registrable Securities; provided, that this Agreement may be amended with the consent of the Holders of less than all Registrable Securities only in a manner which affects all Registrable Securities in the same fashion. No waivers of or exceptions to any term, condition or provision of this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision. 11. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall be one and the same document. 9 10 12. Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. 13. No Third Party Beneficiaries. This Agreement is intended for the benefit of the Company and the Holders and is not for the benefit of, nor may any provision hereof be enforced by, any other person. 14. Expiration Date. This Agreement shall expire on July 31, 1995. 15. Governing Law. Upon acceptance by the Holders, this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Tennessee without regard to the principles of conflicts of laws. 10 11 IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by its authorized officer and the Holders have executed this Agreement, each as of the date hereof. THOMAS NELSON, INC. By: /s/ Joe L. Powers ----------------------------------- Name: Title: HOLDERS: /s/ Eric C. Presley ----------------------------------------- Eric C. Presley /s/ W. Clay Presley ---------------------------------------- W. Clay Presley /s/ Charles D. Gray ---------------------------------------- Charles D. Gray /s/ C. Daniel Page, Jr., Trustee -------------------------------------- C. Daniel Page, Jr., Trustee for C. Daniel Page, Jr., Trust U/A/D /s/ Maria Trakas ----------------------------------------- Maria Trakas /s/ George Trakas ---------------------------------------- George Trakas /s/ Phyllis Carothers ----------------------------------------- Phyllis Carothers /s/ J.D. Carothers, Jr. ----------------------------------------- J.D. Carothers, Jr. /s/ Jeff Davis ------------------------------------------- Jeff Davis /s/ Pam Manion --------------------------------------- Pam Manion 11 EX-5 3 OPINION OF BASS, BERRY & SIMS 1 EXHIBIT 5 BASS, BERRY & SIMS ATTORNEYS AT LAW 2700 FIRST AMERICAN CENTER NASHVILLE, TENNESSEE 37238-2700 TELEPHONE (615) 742-6200 TELECOPIER (615) 742-6293 December 1, 1995 Thomas Nelson, Inc. Nelson Place at Elm Hill Pike Nashville, TN 37214-1000 Re: Registration Statement on Form S-3 Ladies and Gentlemen: We have acted as your counsel in connection with your preparation of a Registration Statement on Form S-3 (the "Registration Statement") to be filed by you with the Securities and Exchange Commission on December 1, 1995, covering 144,436 shares of Common Stock, par value $1.00 per share (the "Common Stock"), of Thomas Nelson, Inc. (the "Company") to be sold by certain shareholders of the Company (the "Selling Shareholders") on the terms set forth in the Registration Statement. In connection with this opinion, we have examined and relied upon such records, documents, certificates, and other instruments as in our judgment are necessary or appropriate in order to express the opinions hereinafter set forth and have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us as certified or photostatic copies. Based on the foregoing and such other matters as we have deemed relevant, we are of the opinion that the shares of Common Stock to be sold by the Selling Shareholders, when issued and delivered in the manner and on the terms described in the Registration Statement (after the same is declared effective), will be validly issued, fully paid, and nonassessable. We hereby consent to the reference to our law firm in the Registration Statement under the caption "Legal Matters" and to the use of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Bass, Berry & Sims GTS/rjm Enclosure EX-23.1 4 CONSENT OF ARTHUR ANDERSEN 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this Form S-3 registration statement of our report dated May 19, 1995 incorporated by reference in Thomas Nelson, Inc.'s Form 10-K for the year ended March 31, 1995 and to all references to our Firm included in this registration statement. ARTHUR ANDERSEN LLP Nashville, Tennessee November 28, 1995 -----END PRIVACY-ENHANCED MESSAGE-----