-----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, FApW9xx7TCiRYAtLYPvHGJ0nh9yywBfEqdoX4C/bdZLWQYGvb2XSBw6inARUELdj gpRy+F0HpsWlXnFqPk0ldg== 0000071023-01-500032.txt : 20010123 0000071023-01-500032.hdr.sgml : 20010123 ACCESSION NUMBER: 0000071023-01-500032 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010119 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: 1511829 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: MOORE S JOSEPH CENTRAL INDEX KEY: 0001061463 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 jm13d101.txt S. JOSEPH MOORE - 13D FOR JANUARY 1, 2001 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) Thomas Nelson, Inc. (Name of Issuer) Common Stock Class B Common Stock (Title of Class of Securities) 640376109 640376208 (CUSIP Number) S. Joseph Moore 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, 2001 (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 S. Joseph 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 00/NA CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 5 [X] CITIZENSHIP OR PLACE OF ORGANIZATION 6 United States of America SOLE VOTING POWER 7 203,544 shares of Common Stock (includes 54,050 shares of Class B Common Stock which is convertible into Common Stock on a one to one NUMBER OF basis) SHARES BENEFICALLY SHARED VOTING POWER OWNED BY 8 84,002 shares of Common Stock (includes 37,785 EACH shares of Class B Common Stock which is REPORTING convertible into Common Stock on a one to one PERSON basis) WITH SOLE DISPOSITIVE POWER 9 191,650 shares of Common Stock (includes 54,050 shares of Class B Common Stock which is convertible into Common Stock on a one to one basis) SHARED DISPOSITIVE POWER 10 95,792 shares of Common Stock (includes 37,875 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 11 287,546 shares of Common Stock, consisting of 104,390 shares of Common Stock held directly, 46,217 shares of Common Stock held indirectly, options to purchase 25,000 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, options to purchase 20,000 shares of Common Stock (right to acquire) that are vested or will vest within 60 days of the date hereof, and 91,835 shares of Common Stock issuable upon conversion of 91,835 shares of Class B Common Stock, which is convertible on a one to one basis at the election of the holder at any time. 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 1.44% Common Stock TYPE OF REPORTING PERSON 14 Individual CUSIP NO. 640376208 13D Page 3 of 7 NAME OF REPORTING PERSON 1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON S. Joseph Moore SSN ####-##-#### CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 Not applicable (a) [ ] (c) [ ] 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 79,050 shares of Class B Common Stock NUMBER OF SHARES SHARED VOTING POWER BENEFICIALLY 8 37,785 shares of Class B Common Stock OWNED BY EACH REPORTING SOLE DISPOSITIVE POWER PERSON 9 79,050 shares of Class B Common Stock WITH SHARED DISPOSITIVE POWER 10 37,785 shares of Class B Common Stock AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 116,835 shares of Class B Common Stock, consisting of 54,050 shares of Class B Common Stock held directly, 37,785 shares of Class B Common Stock held indirectly, and options to purchase 25,000 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 7.12% Class B Common Stock TYPE OF REPORTING PERSON 14 Individual Date: 1/9/2001 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) S. Joseph Moore. (b) 501 Nelson Place, Nashville, Tennessee 37214-1000 (c) Executive Vice President, 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 from the additional cancellation of certain stock options issued pursuant to the Issuer's 1992 Employee Stock Incentive Plan and the purchase of Common shares in an Open Market transaction. 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 in the future 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. Item 5. Interests in Securities of the Issuer. (a) Mr. Moore beneficially owns 2.16% of the Common Stock of the Issuer, (1.44% with sole dispositive value), or 287,546 shares of Common Stock, consisting of 104,390 shares of Common Stock held directly, 46,217 shares of Common Stock held indirectly, options to purchase 25,000 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, options to purchase 20,000 shares of Common Stock (right to acquire) that are vested or will vest within 60 days of the date hereof, and 91,835 shares of Common Stock issuable upon conversion of 91,835 shares of Class B Common Stock, which is convertible on a one to one basis at the election of the holder at any time. Mr. Moore also beneficially owns 10.52% of the Class B Common Stock of the Issuer (7.12% with sole dispositive value), or 116,835 shares. These holdings consist of 54,050 shares of Class B Common Stock held directly, 37,785 shares held indirectly and options to purchase 25,000 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. Moore beneficially owns the following number of shares with: Common Stock: Sole Voting Power: 203,544 shares of Common Stock (includes 54,050 shares of Class B Common Stock which is convertible into Common Stock on a one to one basis) Shared Voting Power: 84,002 shares of Common Stock (includes 37,785 shares of Class B Common Stock which is convertible into Common Stock on a one to one basis) Sole Dispositive Power: 191,650 shares of Common Stock (includes 54,050 shares of Class B Common Stock which is convertible into Common Stock on a one to one basis. Shared Dispositive Power: 95,792 shares of Common Stock (includes 37,875 shares of Class B Common Stock which is convertible into Common Stock on a one to one basis) Class B Common Stock: Sole Voting Power: 79,050 shares of Class B Common Stock Shared Voting Power: 37,785 shares of Class B Common Stock Sole Dispositive Power: 79,050 shares of Class B Common Stock Shared Dispositive Power: 37,785 shares of Class B Common Stock Shared Voting Power: voting power with respect to 21,625 shares of Common Stock (including 1,000 Class B if voted Common) is beneficially owned is shared with Mr. Moore's spouse, Julia Moore, and their two minor children (under the Uniform Transfer to Minors Act), they reside at 4101 Franklin Road, Nashville, Tennessee, 37204. Mrs. Moore is a homemaker and a citizen of the United States; the two children are students and also citizens of the United States. Mrs. Moore and their minor children have no disclosures pursuant to Item 2(d) and (e). Voting power with respect to 59,535 shares of Common Stock (including 36,785 shares of Class B Common Stock) is also shared with an irrevocable trust, called the Samuel Joseph Moore Trust. The trustee is SunTrust Bank, a Georgia corporation, whose principal business is banking and trust services. Voting power with respect to 2,842 shares of Common Stock is shared, as trustee, with an irrevocable trust called the Rachel Moore Annuity Trust. The custodian is SunTrust Bank, a Georgia corporation whose principal business is banking and trust services. The address of SunTrust Bank's regional service office for the trusts is P.O. Box 305110, Nashville, Tennessee, 37230-5110. To Mr. Moore's knowledge, the custodian/trustee has no disclosures pursuant to Item 2(d) and (e). Shared Dispositive Power: Mr. Moore shares dispositive power with respect to 84,002 shares of Common Stock described immediately above (including 37,785 shares of Class B Common Stock) with his spouse, his children and trusts. Mr. Moore shares dispositive power with respect to 11,790 shares of Common Stock beneficially owned and held in the Thomas Nelson Savings & Investment Plan (the "ESOP"). The ESOP trustee is INVESCO, (the "Trustee"), a Georgia corporation whose principal business is investment and brokerage services. The address of the Trustee's regional office is 400 Colony Square, Suite 2200, 1201 Peachtree Street, N.E., Atlanta, GA 30361. To Mr. Moore's 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. Moore's beneficial ownership of the Issuer's Common Stock and Class B Common Stock includes the right to acquire 20,000 shares and 25,000 shares of Common Stock or Class B Common Stock upon the exercise of options granted under the Issuer's 1992 Employee Stock Incentive Plan. The 25,000 Class B Stock Options expire on March 2, 2003 and the 20,000 Common Stock options expire on May 15, 2007. Item 7. Material to be filed as Exhibits. N/A Date: 1/9/2001 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 / S. Joseph Moore -------------------------- S. Joseph Moore Dated: January 9, 2001 ------------------ -----END PRIVACY-ENHANCED MESSAGE-----