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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
May 8, 1996
Date of Report
(Date of earliest event reported)
NASHVILLE COUNTRY CLUB, INC.
(Exact name of registrant as specified in charter)
Tennessee 0-22582 62-1535897
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
402 Heritage Plantation Way
Hickory Valley, Tennessee
(Address of principal executive offices)
38042
(Zip Code)
(901) 764-2300
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a)(1) Previous independent accountants
(i) On May 8, 1996, the Registrant dismissed Ernst & Young LLP
("Ernst & Young") as its independent accountants.
(ii) The reports of Ernst & Young on the Registrant's financial
statements for the past two fiscal years contained no adverse
opinion or disclaimer of opinion and were not qualified or
modified as to uncertainty, audit scope or accounting
principle, except that the 1995 Report of Ernst & Young
contains an explanatory paragraph with respect to a going
concern uncertainty.
(iii) The Registrant's Board of Directors participated in and
approved the decision to change independent accountants.
(iv) In connection with its audits of the Registrant's financial
statements for each of the two years ended December 31, 1995,
and the subsequent interim period through May 8, 1996, except
as stated in the remainder of this paragraph, there were no
disagreements with Ernst & Young on any matter of accounting
principles or practices, financial statement disclosure, or
auditing scope or procedure, which, if not resolved to the
satisfaction of Ernst & Young would have caused Ernst & Young
to make reference thereto in its report. Ernst & Young has
advised the Registrant that (a) on December 19, 1995, the
Registrant indicated to Ernst & Young that it desired to
reflect the operating results of an acquired business as of
January 1, 1996, even though the business combination would
likely be completed subsequent to that date and would be
contingent upon the consummation of a public offering of the
Registrant's equity securities and other conditions, and (b)
Ernst & Young orally advised the Registrant at that time that
generally the operations of an entity acquired in a purchase
business combination would be reflected from the date that the
transaction was completed. On April 29, 1996, the Registrant
consummated the acquisition (the "Acquisition") of The Village
at Breckenridge Resort (the "Resort"), effective as of January
1, 1996 (the "Effective Date"). The Registrant's Form 10-QSB
for the quarter ended March 31, 1996 (the "Form 10-QSB")
includes the operating results of the Resort from the
Effective Date of the Acquisition. Ernst & Young was not
engaged to and did not assist the Registrant in preparing the
Form 10-QSB.
(a)(2) New independent accountants
(i) On January 11, 1996, the Registrant engaged Ehrhardt Keefe
Steiner & Hottman P.C. ("EKS&H") to audit the financial
statements for the two most recent fiscal years of the Resort
for inclusion in the Registrant's registration statement on
Form SB-2. On April 29, 1996, the Registrant consummated the
Acquisition. On
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May 8, 1996, the Registrant engaged EKS&H as its new
independent accountants. In connection with such engagement,
the Registrant engaged EKS&H to, and EKS&H assisted the
Registrant in, preparing the Form 10-QSB and orally advised
the Registrant that the Form 10-QSB could include the
operating results of the Resort from the Effective Date of the
Acquisition pursuant to Paragraph 93 of APB Opinion No. 16.
As described above, Ernst & Young has advised the Registrant
that (a) on December 19, 1995, the Registrant indicated to
Ernst & Young that it desired to reflect the operating results
of an acquired business as of January 1, 1996, even though the
business combination would likely be completed subsequent to
that date and would be contingent upon the consummation of a
public offering of the Registrant's equity securities and
other conditions, and (b) Ernst & Young orally advised the
Registrant at that time that generally the operations of an
entity acquired in a purchase business combination would be
reflected from the date that the transaction was completed.
(ii) The Registrant has requested that EKS&H review the disclosure
required by this Item and has provided EKS&H with an
opportunity to furnish it with a letter addressed to the SEC
containing any new information, clarification of the
Registrant's views or the respects in which it does not agree
with the statements made in response to this Item. Pursuant
to Item 304(a)(2)(ii)(D) of Regulation S-B, a copy of such
letter is filed as Exhibit 16.2 to the Form 8-K/A.
(a)(3) Former accountant's letter
The Registrant has requested that Ernst & Young furnish it with a
letter addressed to the SEC stating whether it agrees with the
statements made by the Registrant. Pursuant to Item 304(a)(3) of
Regulation S-B, a copy of such letter is filed as Exhibit 16.1 to the
Form 8-K/A.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits. The following exhibits are included in this Form 8-K/A:
Sequential Page
(16) Letter regarding change in certifying Number
accountant ---------------
16.1 Letter from Ernst & Young LLP
16.2 Letter from Ehrhardt Keefe Steiner
& Hottman P.C.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: May 28, 1996 NASHVILLE COUNTRY CLUB, INC.
By: /s/ Thomas Jackson Weaver III
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Name: Thomas Jackson Weaver III
Title: Chairman of the Board, President and
Chief Executive Officer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
16.1 Letter from Ernst & Young LLP
16.2 Letter from Ehrhardt Keefe Steiner & Hottman P.C.
</TABLE>
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EXHIBIT 16.1
[LETTERHEAD OF ERNST & YOUNG LLP]
May 28, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read Item 4 of Form 8-K/A dated May 28, 1996, of Nashville Country
Club, Inc. and are in agreement with the statements contained in paragraphs
(a)(1)(i), (a)(1)(ii), (a)(1)(iv), the second and last sentences of (a)(2)(i)
and (a)(3). We have no basis to agree or disagree with the statements of the
Registrant contained in paragraph (a)(1)(iii), the first, third and fourth
sentences of paragraph (a)(2)(i) and paragraph (a)(2)(ii).
/s/ Ernst & Young LLP
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EXHIBIT 16.2
[LETTERHEAD OF EHRHARDT KEEFE STEINER & HOTTMAN P.C.]
May 28, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read Item 4 of Form 8-K/A dated May 28, 1996, of Nashville Country
Club, Inc. and are in agreement with the statements contained in paragraph
(a)(2)(i) thereof.
/s/ Ehrhardt Keefe Steiner & Hottman P.C.
