-----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, BPva/G88PKmBK7/jCM8lfsxYsD+tt4J5pTJ9iYfKVjvmENc7EYG1RATGNk9/ZW8U PCIGpVMWWkBUtLKDpNkx2w== 0001061464-99-000003.txt : 19990217 0001061464-99-000003.hdr.sgml : 19990217 ACCESSION NUMBER: 0001061464-99-000003 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990216 SUBJECT COMPANY: 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: SC 13D SEC ACT: SEC FILE NUMBER: 005-10668 FILM NUMBER: 99542580 BUSINESS ADDRESS: STREET 1: 501 NELSON PLACE CITY: NASHVILLE STATE: TN ZIP: 37214-1000 BUSINESS PHONE: 6158899000 MAIL ADDRESS: STREET 1: P O BOX 141000 CITY: NASHVILLE STATE: TN ZIP: 37214-1000 FORMER COMPANY: FORMER CONFORMED NAME: ROYAL PUBLISHERS INC DATE OF NAME CHANGE: 19721019 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: POWERS JOE L CENTRAL INDEX KEY: 0001061464 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: PO BOX 141000 CITY: NASHVILLE STATE: TN ZIP: 37214 BUSINESS PHONE: 6158899000 MAIL ADDRESS: STREET 1: PO BOX 141000 CITY: NASHVILLE STATE: TN ZIP: 37214 SC 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. N/A)* Thomas Nelson, Inc. --------------------- (Name of Issuer) Class B Common Stock -------------------- (Title of Class of Securities) 640376208 -------------------- (CUSIP Number) Joe L. Powers 501 Nelson Place, Nashville, TN 37214-1000 (615) 889-9000 -------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notice and Communications) January 1, 1999 --------------------- (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. 640376208 13D Page 2 of 5 ============================================================== NAME OF REPORTING PERSON 1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Joe L. Powers SSN ####-##-#### - -------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 Not applicable (a) [ ] (b) [ ] - -------------------------------------------------------------- SEC USE ONLY 3 - -------------------------------------------------------------- SOURCE OF FUNDS 4 00/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 7 140,024 shares of Class B Common Stock NUMBER OF ------------------------------------- SHARES SHARED VOTING POWER BENEFICIALLY 8 0 OWNED BY EACH REPORTING ------------------------------------- PERSON SOLE DISPOSITIVE POWER WITH 9 137,864 shares of Class B Common Stock ------------------------------------- SHARED DISPOSITIVE POWER 10 2,160 shares of Class B Common Stock - -------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 140,024 shares of Class B Common Stock, consisting of 60,649 shares of Class B Common Stock held directly and options to purchase 79,375 shares of either Common Stock or Class B Common Stock (right to acquire) that are vested or will vest within 60 days of the date hereof. - -------------------------------------------------------------- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 12 N/A [ ] - -------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 13 11.6% Class B Common Stock - -------------------------------------------------------------- TYPE OF REPORTING PERSON 14 Individual - -------------------------------------------------------------- Date: 2/12/99 Page 3 of 5 ============================================================== Item 1. Security and Issuer. This Schedule 13D relates to 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) Joe L. Powers. (b) 501 Nelson Place, Nashville, Tennessee 37214-1000 (c) Executive Vice President and Secretary, 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. Powers' beneficial ownership of Class B Common Stock of the Issuer, including beneficial ownership resulting from the vesting of certain stock options issued pursuant to the Issuer's 1992 Employee Stock Incentive Plan. These options will become exercisable on March 2, 1999 for the purchase of the following number of shares of either Common Stock or Class B Common Stock (at Mr. Powers' election) at the following exercise prices: 25,000 shares at $12.75 per Common share or $13.00 per Class B Common share and 25,000 shares at $16.09 per Common share or $16.25 per Class B Common share. These option grants were awarded by the Compensation Committee of the Board of Directors of the Issuer pursuant to the Issuer's 1992 Employee Stock Incentive Plan as long-term incentive compen- sation as set forth in the Issuer's Proxy Statement dated July 10, 1998 for its Annual Meeting of Shareholders. Item 4. Purpose of Transaction. The option grants vesting on March 2, 1999 are long-term incentive compensation. Mr. Powers holds shares of Class B Common Stock described herein for investment purposes and has no present plans or proposals that would result in or relate to any of the transactions described in subparagraph (a) through (j) of Item 4 of Schedule 13D. Item 5. Interests in Securities of the Issuer. (a) Mr. Powers beneficially owns 11.8% (11.6% with sole dispositive power) of the Class B Common Stock of the Issuer, or 140,024 shares of Class B Common Stock, consisting of 60,649 shares of Class B Common Stock held directly and options to purchase 79,375 shares of either Common Stock or Class B Common Stock (right to acquire) that are vested or will vest within 60 days of the date hereof. (b) Mr. Powers beneficially owns the following number of shares with: Class B Common Stock: --------------------- Sole Voting Power: 140,024 shares of Class B Common Stock Shared Voting Power: 0 Sole Dispositive Power: 137,864 shares of Class B Common Stock Shared Dispositive Power: 2,160 shares of Class B Common Stock Shared Dispositive Power: Mr. Powers shares dispositive power with respect to 2,160 shares of Class B Common Stock beneficially owned and held in the Thomas Nelson Employee Stock Ownership Plan (the "ESOP"). The ESOP trustee is Merrill Lynch Trust Company of Florida (the "Trustee"), a Florida corporation whose principal business is investment and brokerage services. The address of the Trustee's principal office and its principal business is 50 North Laura Street, Suite 3650, Jacksonville, Florida, 32202. To Mr. Powers' knowledge, the Trustee has no disclosures pursuant to Item 2(d) and (e). (c) N/A (d) N/A (e) N/A Item 6. Contracts, Arrangements, Understandings, or Relationships with Respect to Securities of the Issuer. Mr. Powers' beneficial ownership of the Issuer's Class B Common Stock includes the right to acquire 9,375 shares and 70,000 shares of Common Stock or Class B Common Stock upon the exercise of options granted under the Issuer's 1986 Stock Incentive Plan and 1992 Employee Stock Incentive Plan, respectively. On March 2, 1998, Mr. Powers received a special grant under the 1992 Employee Stock Incentive Plan of options to purchase 50,000 shares of either Common Stock or Class B Common Stock (at his election) pursuant to a Stock Option Agreement dated March 2, 1998 (the "Stock Options"). The Stock Options vest and become exercisable on March 2, 1999. Shares may be purchased at the following exercise prices: 25,000 shares at $12.75 per Common share or $13.00 per Class B Common share and 25,000 shares at $16.09 per Common share or $16.25 per Class B Common share. The Stock Options expire on March 2, 2004. Item 7. Material to be filed as Exhibits. Exhibit 1 Stock Option Agreement dated March 2, 1998, by and between Thomas Nelson, Inc. (Issuer) and Joe L. Powers (Grantee). Date: 2/12/99 Page 5 of 5 ============================================================== 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/ Joe L. Powers ----------------------- Joe L. Powers Date: February 12, 1999 -------------------- EX-99 2 Exhibit 1 OPTION # 3 STOCK OPTION AGREEMENT FOR NON-QUALIFIED STOCK OPTION ENTERED INTO UNDER THOMAS NELSON, INC. 1992 EMPLOYEE STOCK INCENTIVE PLAN ------------------------------------ (Common Stock Option Vesting After Year One) THIS STOCK OPTION AGREEMENT is made and entered into as of the 2nd day of March 1998, by and between THOMAS NELSON, INC., a Tennessee corporation (the "Company"), and Joe Powers (the "Optionee"). 1) Grant of Option. The Company hereby grants to the Optionee the option (the "Option"), exercisable in whole or in part, to purchase an aggregate of 50,000 shares either of the Company's Common Stock, $1.00 par value per share, or of the Company's Class B Common Stock, $1.00 par value per share, or a combination thereof, at the following prices:
Number of Price Per Common Price Per Class B Shares Stock Share Common Stock Share ----------- ------------- ---------------- 25,000 $ 12.875 $ 13.00 25,000 $ 16.09 $ 16.25
The Option shall become exercisable on the first anniversary of the date hereof, provided that the Optionee's employment by the Company or any Subsidiary (as defined in the Plan) has not terminated prior to such first anniversary. The vesting of the Option shall be accelerated, and the Option shall become immediately exercisable as to 100% of the shares underlying the Option, upon a Change in Control (as defined in Section 9(b) below) or a Potential Change in Control (as defined in Section 9(c) below), except as otherwise provided in Section 9(a) below, provided that the Optionee's employment by the Company or any Subsidiary has not terminated prior to such Change in Control or Potential Change in Control. 2) Option Plan. This Option is granted under the Thomas Nelson, Inc. 1992 Employee Stock Incentive Plan (the "Plan"), as amended from time to time, and is intended to be a Non-Qualified Stock Option (as defined in the Plan). This Option is subject to the terms and conditions set forth in the Plan. In the event any of the provisions hereof conflict with or are inconsistent with the provisions of the Plan, the provisions of the Plan shall be controlling. 3) Expiration. Subject to the limitations set forth in other sections of the Agreement, the Optionee may exercise this Option, in whole or in part, at any time or from time to time prior to five (5) years from the date this Option becomes exercisable after which time it will expire with respect to any then unexercised portion 4) Manner of Exercise. This Option shall be exercised by the Optionee (or in the event of Optionee's death, by Optionee's executors, administrators, heirs and successors) or by a trust or foundation created by Optionee or by any immediate family member in the event of a transfer pursuant to Section 5 by delivering written notice to the Company stating the number of shares of Common Stock or Class B Common Stock purchased, the person or persons in whose name the shares are to be registered and each such person's address and social security number. Such notice shall not be effective unless accompanied by the full purchase price for all shares so purchased. The purchase price shall be payable in cash or by means of unrestricted or restricted shares of the Company's Stock (as defined in the Plan) or any combination thereof. Payment in currency or by check, bank draft, cashier's check or postal money order shall be considered payment in cash. In the event of payment in the Company's Stock, the shares used in payment of the purchase price shall be considered payment to the extent of their fair market value, determined pursuant to the Plan, on the date of exercise of this Option. 5) Transferability of Option. This Option shall be transferable in whole or in part by the Optionee, only to a trust or foundation created by Optionee or to a member of Optionee's immediate family or by will or by the laws of descent and distribution, and is exercisable during Optionee's lifetime only by the Optionee or by the permitted transfers. The terms of this Option shall be binding on the executors, administrators, heirs and successors of the Optionee. 6) Termination of Employment. Except as provided in Section 10 below, in the event that Optionee ceases to be employed by the Company or one of its subsidiaries for any reason other than the Optionee's death, Disability (as defined in the Plan) or Retirement (as defined in the Plan), this Option may be exercised, to the extent then exercisable, for three (3) months following the Optionee's termination of employment, provided that the Option shall terminate immediately and become void and of no effect in the event Optionee's employment is terminated for Cause (as defined in the Plan), subject to the further condition that this Option shall not be exercisable after the expiration of five (5) years from the date it is granted. In the event Optionee ceases to be employed by the Company or one of its subsidiaries due to death, Disability or Retirement, this Option may be exercised at any time until the expiration of five (5) years from the date that this Option becomes exercisable, except as provided in Section 10 below. 7) Adjustment. The number of shares of Common Stock and Class B Common Stock of the Company subject to this Option and the price per share of such shares shall be adjusted by the Company from time to time pursuant to the Plan. 8) No Rights Until Exercise. The Optionee shall have no rights hereunder as a shareholder with respect to any shares subject to this Option until the date of the issuance of a stock certificate to him for such shares. 9) Change in Control Provisions. (a) Impact of Event. In the event of a "Change in Control" (as defined in Section 9(b) below) or a "Potential Change in Control" (as defined in Section 9(c), below), but with respect to a "Potential Change of Control", only if and to the extent so determined by the Committee, the Option shall immediately vest and become exercisable as to all of the shares underlying the Option, provided that the Optionee's employment by the Company or any Subsidiary has not terminated prior to such Change in Control or Potential Change in Control and provided that such "Change in Control" or Potential Change in Control" event is not a "Rule 13e-3 transaction" as defined in Rule 13e-3 promulgated under the Securities Exchange Act of 1934, as amended. (b) Definition of "Change in Control". For the purposes of Section 9(a), a "Change in Control" means the happening of any of the following: (i) any person or entity, including a "group" as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, other than the Company or a wholly-owned subsidiary or an officer thereof or any employee benefit plan of the Company or any of its subsidiaries, becomes the beneficial owner of the Company's securities having 35% or more of the combined voting power of the then outstanding securities of the Company that may be cast for the election of directors of the Company (other than as a result of an issuance of securities initiated by the Company in the ordinary course of business); or (ii) as the result of, or in connection with, any cash tender or exchange offer, merger or other business combination, sales of assets or contested election, or any combination of the foregoing transactions, less than a majority of the combined voting power of the then outstanding securities of the Company or any successor corporation or entity entitled to vote generally in the election of the directors of the Company or such other corporation or entity after such transaction are held in the aggregate by the holders of the Company's securities entitled to vote generally in the election of directors of the Company immediately prior to such transaction; or (iii) during any period of two consecutive years, individuals who at the beginning of any such period constitute the Board of Directors of the Company cease for any reason to constitute at least a majority thereof, unless the election, or the nomination for election by the Company's shareholders, of each director of the Company first elected during such period was approved by a vote of at least two-thirds of the directors of the Company then still in office who were directors of the Company at the beginning of any such period. (c) Definition of "Potential Change in Control". For the purposes of Section 9(a), a "Potential Change in Control" means the happening of any of the following: (i) The approval by shareholders of an agreement by the Company, the consummation of which would result in a Change in Control of the Company as defined in Section 9(b); or (ii) The acquisition of beneficial ownership, directly or indirectly, by any entity, person or group (other than the Company or a Subsidiary or any Company employee benefit plan (including any trustee of such plan acting as such trustee)) of securities of the Company representing 5% or more of the combined voting power of the Company's outstanding securities and the adoption by the Committee of a resolution to the effect that a Potential Change in Control of the Company has occurred for purposes of the Plan. 10) Forfeiture of Option. Notwithstanding the provisions of Section 6 above, this Option shall terminate immediately and become void and of no effect if Optionee shall enter into "Competition with the Company." "Competition with the Company" shall mean serving as principal, agent, salesman, employee or officer with any entity competing with the Company or a subsidiary of the Company in any market in which the Company or a subsidiary of the Company does business during the term of the Option. 11) Amendment. This Option may be amended as provided in the Plan. 12) Validity of Agreement. In the event that any provision of this Agreement is declared invalid or unenforceable, such invalidity or unenforceability shall in no way affect the validity or enforceability of any other provision. In the event any of the restrictions set forth in this Agreement cannot be legally enforced as specified, such fact shall not affect the applicability of such restrictions in a reasonable manner. THOMAS NELSON, INC. By: /s/ Sam Moore ------------------------- Title: President /s/ Joe Powers ------------------------- Joe Powers -----END PRIVACY-ENHANCED MESSAGE-----