<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
Nashville Country Club, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
- --------------------------------------------------------------------------------
<PAGE> 2
August 30, 1996
Dear Fellow Shareholder:
This year's Annual Meeting of Shareholders (the "Meeting") will be
held on Monday, September 16, 1996, at the Liftside Inn at The Village at
Breckenridge Resort, Breckenridge, Colorado, commencing at 9:00 a.m. local
time. You are cordially invited to attend. The matter which you will be asked
to consider is the election of directors as described in the attached Proxy
Statement and Notice of Annual Meeting. The Company's Board of Directors
recommends election of management's eleven nominees for the Board of Directors.
To be certain that your shares are voted at the Meeting, whether or
not you plan to attend in person, please sign, date and return the enclosed
proxy card as soon as possible. Your vote is important.
At the Meeting, management will review the Company's activities during
the past year and its plans and prospects for the future. An opportunity will
be provided for questions by shareholders. I hope you will be able to join us.
Sincerely,
NASHVILLE COUNTRY CLUB, INC.
Thomas Jackson Weaver III
Chairman of the Board, Chief Executive Officer
and President
<PAGE> 3
NASHVILLE COUNTRY CLUB, INC.
402 HERITAGE PLANTATION WAY
HICKORY VALLEY, TENNESSEE 38042
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD SEPTEMBER 16, 1996
To the Shareholders of
NASHVILLE COUNTRY CLUB, INC.
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the
"Meeting") of Nashville Country Club, Inc. (the "Company") will be held on
Monday, September 16, 1996, at the Liftside Inn at The Village at Breckenridge
Resort, Breckenridge, Colorado, commencing at 9:00 a.m. local time, for the
following purposes:
(i) To elect eleven directors to hold office until the next annual
meeting of shareholders and until their successors are duly
elected and qualify; and
(ii) To transact such other business as may properly come before
the Meeting or any adjournment thereof.
A copy of the Proxy Statement relating to the Meeting, in which the
foregoing matters are described in more detail, and the Annual Report outlining
the Company's operations for the fiscal year ended December 31, 1995,
accompanies this Notice of Annual Meeting of Shareholders.
Only shareholders of record at the close of business on August 30,
1996 are entitled to notice of and to vote at the Meeting or any adjournment
thereof. A list of such shareholders, arranged in alphabetical order and
showing the address of and the number of shares registered in the name of each
such shareholder, will be available for examination by any shareholder for any
purpose germane to the Meeting during ordinary business hours for a period of
at least ten days prior to the Meeting at the offices of the Company at 402
Heritage Plantation Way, Hickory Valley, Tennessee.
Your vote is important. Whether or not you expect to be personally
present at the Meeting, please complete, sign, date and return promptly the
enclosed proxy in the enclosed pre-addressed, postage-paid return envelope.
By Order of the Board of Directors,
Frank A. McKinnie Weaver, Sr.
Secretary
August 30, 1996
<PAGE> 4
NASHVILLE COUNTRY CLUB, INC.
402 HERITAGE PLANTATION WAY
HICKORY VALLEY, TENNESSEE 38042
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD SEPTEMBER 16, 1996
This Proxy Statement and the accompanying form of proxy, Notice of
Annual Meeting of Shareholders and letter to shareholders are first being
mailed to shareholders of Nashville Country Club, Inc. (the "Company") on or
about September 3, 1996, in connection with the solicitation of proxies by the
Board of Directors of the Company for use at the Annual Meeting of Shareholders
(the "Meeting") to be held at the Liftside Inn at The Village at Breckenridge
Resort, Breckenridge, Colorado, on Monday, September 16, 1996, at 9:00 a.m.
SOLICITATION OF PROXIES
The expense of the solicitation of proxies will be borne by the
Company. In addition to the solicitation of proxies by mail, solicitation may
be made by the directors, officers and employees of the Company by other means,
including telephone, telegraph or in person. No special compensation will be
paid to directors, officers or employees for the solicitation of proxies. To
solicit proxies, the Company also will request the assistance of banks,
brokerage houses and other custodians, nominees or fiduciaries, and, upon
request, will reimburse such organizations or individuals for their reasonable
expenses in forwarding soliciting materials to beneficial owners and in
obtaining authorization for the execution of proxies. The Company will also
use the services of the proxy solicitation firm of Corporate Investor
Communications, Inc. to assist in the solicitation of its proxies. For such
services the Company will pay a fee that is not expected to exceed $5,000, plus
out-of-pocket expenses.
PURPOSE OF MEETING
At the Meeting, action will be taken to elect eleven directors to hold
office until the next annual meeting of shareholders and until their successors
shall have been elected and qualify. The Board of Directors does not know of
any other matter that is to come before the Meeting. If any other matters are
properly presented for consideration, however, the persons authorized by the
enclosed proxy will have discretion to vote on such matters in accordance with
their best judgment.
Shareholders are urged to sign the accompanying form of proxy,
solicited on behalf of the Board of Directors of the Company, and, immediately
after reviewing the information contained in this Proxy Statement and in the
Annual Report outlining the Company's operations for the fiscal year ended
December 31, 1995, return it in the envelope provided for that purpose. Valid
proxies will be voted at the Meeting and any adjournment or adjournments
thereof in the manner specified therein. If no directions are given but
proxies are executed in the manner set forth therein, such proxies will be
voted FOR the election of the nominees for director set forth in this Proxy
Statement.
REVOCATION OF PROXY
Any shareholder returning the accompanying proxy may revoke such proxy
at any time prior to its exercise by giving written notice to the Secretary of
the Company of such revocation, voting in person at the Meeting, or executing
and delivering to the Secretary of the Company a later-dated proxy.
<PAGE> 5
QUORUM AND VOTING REQUIREMENTS
Only shareholders of record as of the close of business on August 30,
1996 (the "Record Date") are entitled to notice of and to vote at the Meeting
or any adjournments thereof. As of the close of business on the Record Date,
there were 4,590,435 shares of the Company's common stock, no par value per
share (the "Common Stock"), issued and outstanding and entitled to vote. Each
shareholder of record on the Record Date is entitled to one vote for each share
of Common Stock held. A majority of the outstanding shares of Common Stock,
represented in person or by proxy, will constitute a quorum at the Meeting;
however, if a quorum is not present or represented at the Meeting, the
shareholders entitled to vote thereat, present in person or represented by
proxy, have the power to adjourn the Meeting from time to time, without notice,
other than by announcement at the Meeting, until a quorum is present or
represented. At any such adjourned Meeting at which a quorum is present or
represented, any business may be transacted that might have been transacted at
the original Meeting.
Each share of Common Stock may be voted to elect up to eleven
individuals (the number of directors to be elected) as directors of the
Company. To be elected, each nominee must receive a plurality of all votes
cast with respect to such position as director. It is intended that, unless
authorization to vote for one or more nominees for director is withheld,
proxies will be voted FOR the election of all of the nominees named in this
Proxy Statement.
Votes cast by proxy or in person will be counted by two persons
appointed by the Company to act as inspectors for the Meeting. The election
inspectors will treat shares represented by proxies that reflect abstentions as
shares that are present and entitled to vote for the purpose of determining the
presence of a quorum. Abstentions will have no effect on the outcome of the
election of directors.
Broker non-votes occur where a broker holding stock in street name
votes the shares on some matters but not others. Brokers are permitted to vote
on routine, non-controversial proposals in instances where they have not
received voting instructions from the beneficial owner of the stock but are not
permitted to vote on non-routine matters. The missing votes on non-routine
matters are deemed to be "broker non-votes." The election inspectors will
treat broker non-votes as shares that are present and entitled to vote for the
purpose of determining the presence of a quorum. However, for the purpose of
determining the outcome of any matter as to which the broker or nominee has
indicated on the proxy that it does not have discretionary authority to vote,
those shares will be treated as not present and not entitled to vote with
respect to that matter (even though those shares are considered entitled to
vote for quorum purposes and may be entitled to vote on other matters).
-2-
<PAGE> 6
ELECTION OF DIRECTORS
The current Board of Directors consists of eleven members. At the
Meeting, eleven directors, to hold office until the next annual meeting of
shareholders and until their successors have been elected and qualify, are to
be elected. Each of the nominees has consented to serve as a director if
elected. If any of the nominees shall become unable or unwilling to stand for
election as a director (an event not now anticipated by the Board of
Directors), proxies will be voted for such substitute as shall be designated by
the Board of Directors. The following table sets forth for each nominee for
election as a director of the Company, his age, principal occupation, position
with the Company, if any, and certain other information.
<TABLE>
<CAPTION>
NAME AGE PRINCIPAL OCCUPATION DIRECTOR SINCE
---- --- -------------------- --------------
<S> <C> <C> <C>
Frank Bumstead 53 Since 1989, Mr. Bumstead has been President June 1993
and a principal shareholder of Flood,
Bumstead, McCready & McCarthy, Inc., a
business management firm which represents
the financial interests of artists, song
writers and producers in the music industry
("FBMM, Inc."). Since 1993, he has also
served as Chairman and Chief Executive
Officer, and been a principal shareholder,
of FBMS Financial, Inc., a registered
investment advisor under the Investment
Company Act of 1940 ("FBMS Financial"). From
1986 to December 1990, Mr. Bumstead was
President of Bumstead Co., a financial
consulting company. He is also Vice Chairman
of the Board of Response Oncology Inc., a
health care services firm listed on The
Nasdaq Stock Market, Chairman of the Board
of Brentwood National Bank in Brentwood,
Tennessee, and a director of Veritas Music
Entertainment, Inc.
Charles Flood 51 Since 1989, Mr. Flood has been the Chairman May 1995
of the Board and a principal shareholder of
FBMM, Inc. Since 1993 he has also served as
a Director and Treasurer, and been a
principal shareholder, of FBMS Financial.
Prior to that time, Mr. Flood worked at
Capitol Records in Nashville as the Director
of Artist Relations and later as Director of
Talent Acquisition. Mr. Flood is a director
of Veritas Music Entertainment, Inc.
Jeffrey McIntyre 46 Mr. McIntyre has served as Co-Managing April 1996
Director of The Village at
Breckenridge Resort (the "Resort") since
December 1994. From 1988 to 1994,
Mr. McIntyre was Senior Vice President of
Operations for Doubletree/Guest Quarters
Suite Hotels. Mr McIntyre has also served
in senior management positions for Radisson
Hotel Corporation and Sheraton Hotel
Corporation.
Prab Nallamilli 47 Mr. Nallamilli has served as Director of June 1993
Operations of the Company since June 1993.
From 1971 to 1991, Mr. Nallamilli served in
various capacities for Hard Rock
International plc and its predecessors, most
recently as Director of World Wide
Operations. Since 1991, Mr. Nallamilli has
owned and operated restaurants in London and
has served as a consultant in the restaurant
industry.
</TABLE>
-3-
<PAGE> 7
<TABLE>
<CAPTION>
NAME AGE PRINCIPAL OCCUPATION DIRECTOR SINCE
---- --- -------------------- --------------
<S> <C> <C> <C>
Louis J. Risi, Jr. 59 For more than the past five years, Mr. Risi April 1996
has served as the Chairman and Chief
Executive Officer of Risi Holdings Group, a
private investment and operating company.
Prior to that time, Mr. Risi held various
executive positions, including President,
Director and Chairman of the Executive
Committee of Norin Corp., an American Stock
Exchange-traded company, Chairman and Chief
Executive Officer of National Investors Fire
and Casualty Company, Executive Vice-
President and Director of the Detroit Red
Wings Hockey Club, Inc., member of the Board
of Governors of the National Hockey League,
Member of the Advisory Counsel of the
American Stock Exchange, Director of the
Chicago Rock Island and Pacific Railroad,
Director of Midland National Bank, Executive
Vice President and Director of Ivan Tors
Films, Inc., Director of Upper Lakes
Shipping, Ltd., Director of Maple Leaf
Mills, Ltd., Director of Investors Equity
Life Insurance Company of Hawaii, Director
of Corporate Foods, Inc. and Director of
Southeast Airlines, Inc. Mr. Risi is a
director of Bankmanagers Corp., a bank
holding company in Milwaukee, Wisconsin. Mr.
Risi is the father of Steven L. Risi.
Steven L. Risi 40 Mr. Risi has served as the Chief Financial April 1996
Officer of Risi Holdings Group since 1989.
He has also served as trustee and personal
adviser to the beneficiary of the Bruce A.
Norris Trust, Wendy G. Norris, since 1988.
Mr. Risi is a director of Community Bank of
Homestead, Florida. Mr. Risi is a certified
public accountant. Mr. Risi is the son of
Louis J. Risi, Jr.
Jose F. Rosado 48 For more than the past five years, Mr. April 1996
Rosado has served as the Chief Executive
Officer of IBEX Institutional Advisors
("IBEX"), a real estate investment and
management firm serving the domestic pension
fund industry and corporate and individual
offshore investors. Included among IBEX's
clients is the California Public Employees'
Retirement System, the largest public
pension fund in the United States. In 1976,
Mr. Rosado pioneered the "counter-cyclical"
investment strategy, helping to organize
Florida Atlantic Investments, Inc., a real
estate investment fund which, together with
the Trust Department of Chemical Bank and
various offshore investment groups, acquired
distressed real estate from the REIT
industry. From 1978 to 1982, Mr. Rosado
served as President of Shearson Properties
International, a division of Shearson Hayden
Stone engaged in real estate investments for
Shearson's offshore investors. In 1982, when
American Express acquired Shearson Hayden
Stone, Mr.
</TABLE>
-4-
<PAGE> 8
<TABLE>
<CAPTION>
NAME AGE PRINCIPAL OCCUPATION DIRECTOR SINCE
---- --- -------------------- --------------
<S> <C> <C> <C>
Rosado formed Interholden Equities and
subsequently IBEX to continue his investment
and advisory activities in the real estate
industry.
Mark van Hartesvelt 45 Mr. van Hartesvelt has served as Co-Managing April 1996
Director of the Resort since December 1994.
From 1989 to 1994, Mr. van Hartesvelt was
Senior Vice President of Marketing and Sales
for Doubletree/Guest Quarters Suite Hotels.
Mr. van Hartesvelt has also served in senior
management positions in marketing, strategic
planning and operations with Pratt Hotels
Corporation, Resorts International, Harrah's
Casinos, Holiday Inns, Inc., and Levanthal
and Horwath.
Frank A. McKinnie Weaver, Sr. 36 Since 1994, Mr. Weaver has served as Vice June 1993
President, Private Banking, for the National
Bank of Commerce ("NBC") in Memphis,
Tennessee. NBC is a wholly-owned subsidiary
of National Commerce Bancorporation. Prior
to joining NBC, Mr. Weaver served as Vice
President and Director of Whiteville Bank
from 1991 to 1994. Mr. Weaver is also a
director of Heritage Trust Company, Heritage
Farms of Hickory Valley, Inc., and a member
of the Board of Regents of the Mid-South
School of Banking. Mr. Weaver is the brother
of Thomas J. Weaver III.
Thomas Jackson Weaver III 39 Mr. Weaver has served as Chairman of the June 1993
Board, President and Chief Executive Officer
of the Company since June 1993. From 1986 to
1988, Mr. Weaver served as president of Hard
Rock International plc, an English public
company whose securities traded on the
London Stock Exchange and the American Stock
Exchange. Since 1988 he has been the
President of Heritage Trust Company, a
corporation with investments in numerous
public and private companies. Mr. Weaver
continues to serve as President of Heritage
Trust Company, but devotes his full-time
efforts to the business operations of the
Company. Mr. Weaver is the brother of Frank
A. McKinnie Weaver, Sr.
Kyle Young 42 Since 1985, Mr. Young has been the Deputy March 1996
Director of the Country Music Foundation
(the "CMF"). From 1975 to 1985, Mr. Young
was employed by the CMF in various other
capacities, including involvement in the
development and licensing of television
shows, radio programs and music festivals
produced by the CMF. Mr. Young is actively
involved in the Country Music Association,
the National Academy of the Recording Arts
and Sciences, the National Association of
Independent Record Distributors, the
Nashville Entertainment Association, the
Inter-Museum Council of Nashville, the
Nashville
</TABLE>
-5-
<PAGE> 9
<TABLE>
<CAPTION>
NAME AGE PRINCIPAL OCCUPATION DIRECTOR SINCE
---- --- -------------------- --------------
<S> <C> <C> <C>
Institute for the Arts and Vanderbilt
University Press.
</TABLE>
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
During the fiscal year ended December 31, 1995, the Board of Directors
held two special meetings, both of which were teleconference meetings. Each of
the directors attended at least 75% of all meetings held by the Board of
Directors and all meetings of each committee of the Board of Directors on which
such director served during the fiscal year ended December 31, 1995 or, in the
case of Mr. Flood, during the period in which he was a director.
The Board of Directors has an Audit Committee, a Compensation
Committee and an Executive Committee. The Board of Directors does not have a
Nominating Committee.
The Audit Committee currently consists of Messrs. Frank Bumstead and
Steven L. Risi. The Audit Committee met one time during the fiscal year ended
December 31, 1995. The functions of the Audit Committee are (i) to review
significant audit and accounting policies and practices; (ii) to review the
scope of audits and reports; and (iii) to review the performance of the overall
accounting and financial controls of the Company. The Audit Committee also
recommends to the Board of Directors the independent auditors to perform the
annual audit of the Company's financial statements.
The Compensation Committee currently consists of Messrs. Thomas J.
Weaver (Chairman), McIntyre, Louis J. Risi, Steven L. Risi and van Hartesvelt.
The functions of the Compensation Committee are (i) to review and recommend to
the Board of Directors the direct and indirect compensation and employee
benefits of the Company's executive officers; (ii) to review and administer the
Company's employee benefit plans; (iii) to review the Company's policies
relating to employee and executive compensation; and (iv) to review
management's long-range planning for executive development and succession. The
Compensation Committee also performs the functions of the nominating committee
of the Board of Directors. The Compensation Committee did not meet during the
fiscal year ended December 31, 1995.
The Executive Committee was formed in May 1996 and currently consists
of Messrs. Thomas J. Weaver (Chairman), McIntyre and van Hartesvelt.
COMPENSATION OF DIRECTORS
Non-employee members of the Board of Directors are paid a fee of $100
for each board meeting personally attended and are reimbursed for their
out-of-pocket expenses incurred in attending board meetings.
-6-
<PAGE> 10
EXECUTIVE OFFICERS
The executive officers of the Company serve at the discretion of the
Board of Directors and are chosen annually by the Board at its meeting
coinciding with the annual meeting of shareholders. The following table sets
forth the names and ages of the executive officers of the Company and all
positions held with the Company by each individual.
<TABLE>
<CAPTION>
Name Age Title
---- --- -----
<S> <C> <C>
Thomas J. Weaver III . . . . . . . . . . . . . . . 39 Chairman of the Board, Chief Executive Officer
and President
Jeffrey McIntyre . . . . . . . . . . . . . . . . . 46 Director, Co-Managing Director of the Resort
Mark van Hartesvelt . . . . . . . . . . . . . . . . 45 Director, Co-Managing Director of the Resort
Prab Nallamilli . . . . . . . . . . . . . . . . . . 47 Director, Director of Operations
Frank A. McKinnie Weaver, Sr. . . . . . . . . . . . 36 Director, Secretary
</TABLE>
For a description of the business experience of Messrs. McIntyre,
Nallamilli, van Hartesvelt, Frank A. Weaver and Thomas J. Weaver, see "Election
of Directors."
EXECUTIVE COMPENSATION
The following table sets forth certain information with respect to
annual and long-term compensation for services in all capacities for fiscal
years 1995 and 1994 paid to Thomas J. Weaver, III, the Company's Chief
Executive Officer. None of the other executive officers of the Company who
were serving as such at December 31, 1995 received compensation in excess of
$100,000 for fiscal year 1995.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation
-----------------------
Name and Principal Positions Year Salary Bonus
- ---------------------------- ---- ------ -----
<S> <C> <C> <C>
Thomas J. Weaver, III 1995 $125,000 $0
Chairman, Chief Executive 1994 88,942 0
Officer and President
</TABLE>
EMPLOYMENT AGREEMENTS
The Company has entered into an employment agreement with Thomas J.
Weaver III for a term of five years, commencing January 1, 1994. The agreement
provides for an annual base salary of $125,000 and an annual bonus as
determined by the Board of Directors based on the operating results of the
Company. The agreement is automatically renewed on each anniversary date for an
additional five-year term unless it is terminated by either party prior to the
anniversary date. The agreement provides that Mr. Weaver is entitled to payment
for the unexpired portion of the current term in the event his employment is
terminated without cause by the Company. Under the agreement, cause is defined
to include failure to perform the duties of his office, breach of fiduciary
duty to the Company and willful violation of the confidentiality or
non-competition provisions of the agreement.
The Company has entered into an employment agreement with Prab
Nallamilli for a term of five years, commencing January 1, 1994. The agreement
provides for an annual base salary of $35,000. The agreement is automatically
renewed on each anniversary date for an additional five-year term unless it is
terminated by either party prior to the anniversary date.
The Company has entered into employment agreements with Mark van
Hartesvelt and Jeff McIntyre for five year terms, commencing April 29, 1996.
The agreements provide for annual base salaries of $125,000 and annual
incentive bonuses equal to one half of one percent of the Resort's gross
revenues for the immediately preceding fiscal year.
-7-
<PAGE> 11
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table and the notes thereto set forth certain
information with respect to the beneficial ownership of shares of Common Stock
and Preferred Stock of the Company, as of August 30, 1996, by each person or
group within the meaning of Section 13(d)(3) of the Exchange Act who is known
to the management of the Company to be the beneficial owner of more than five
percent of the outstanding Common Stock of the Company, each nominee for
director, the Chief Executive Officer and by all executive officers and
directors as a group:
<TABLE>
<CAPTION>
COMMON COMMON STOCK PREFERRED PERCENT OF
NAME AND ADDRESS OF STOCK UNEXERCISED BENEFICIALLY STOCK COMMON
BENEFICIAL OWNER (1) OWNED (2) OPTIONS OWNED OWNED STOCK OWNED
-------------------- --------- ------- ----- ----- -----------
<S> <C> <C> <C> <C> <C>
Thomas Jackson Weaver III . . . . . . 780,000 0 780,000 152,839 17.0%
Prab Nallamilli . . . . . . . . . . . 0 10,000 10,000 0 *
Frank Bumstead . . . . . . . . . . . 0 0 0 36,099 0
Charles Flood . . . . . . . . . . . . 0 0 0 36,099 0
Jeffrey McIntyre . . . . . . . . . . 18,233 0 18,233 0 *
Louis J. Risi, Jr. . . . . . . . . . 129,322 10,000 139,322 0 3.0
Steven L. Risi . . . . . . . . . . . 10,684 10,000 20,684 0 *
Jose F. Rosado . . . . . . . . . . . 212,094 10,000 222,094 0 5.0
Mark van Hartesvelt . . . . . . . . . 18,233 0 18,233 0 *
Frank A. McKinnie Weaver, Sr. . . . . 0 0 0 54,000 0
Kyle Young . . . . . . . . . . . . . 0 0 0 0 0
All executive officers and directors
as a group (11 persons) . . . . . 1,168,566 40,000 1,208,566 268,135 26.3
</TABLE>
- ------------------
* Represents less than one percent of the Common Stock outstanding.
(1) The address for Messrs. Weaver, Nallamilli and Weaver is 402 Heritage
Plantation Way, Hickory Valley, Tennessee 38042, the address for Messrs.
Bumstead and Flood is 1700 Hayes Street, Suite 304, Nashville, Tennessee
37203, the address for Mr. Young is 4 Music Square East, Nashville,
Tennessee 37203, the address for Messrs. McIntyre and van Hartesvelt is
535 South Park, Breckenridge, Colorado 80424 and the address for Messrs.
Risi, Rosado and Risi is 2333 Ponce de Leon Blvd., Suite 650, Coral
Gables, Florida 33134.
(2) Except as otherwise indicated, (i) the persons named in this table have
sole voting and investment power with respect to all shares of capital
stock shown as beneficially owned by them, and (ii) none of the shares
shown in this table or referred to in the footnotes hereto are shares of
which the persons named in this table have the right to acquire beneficial
ownership as specified in Rule 13d-3(d)(1) promulgated under the Exchange
Act.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires that
Company directors, executive officers and persons who own more than 10% of the
Common Stock file initial reports of ownership and reports of changes in
ownership of Common Stock with the Securities and Exchange Commission (the
"SEC"). Officers, directors and shareholders who own more than 10% of the
Common Stock are required by the SEC to furnish the Company with copies of all
Section 16(a) reports they file.
To the Company's knowledge, based solely on the review of the copies
of such reports furnished to the Company and written representations that no
other reports were required, during the fiscal year ended December 31, 1995,
all Section 16(a) filing requirements applicable to its officers, directors and
10% shareholders were complied with.
-8-
<PAGE> 12
INDEPENDENT AUDITORS
The Board of Directors, upon recommendation of its Audit Committee,
has appointed Arthur Andersen LLP as the Company's independent auditors for the
fiscal year ending December 31, 1996. A representative of Arthur Andersen is
expected to be present at the Meeting to answer any appropriate questions and
to make a statement if he desires to do so.
On May 8, 1996, the Company dismissed Ernst & Young LLP ("Ernst &
Young"), the Company's independent auditor for the fiscal years ended December
31, 1994 and December 31, 1995. The reports of Ernst & Young on the Company'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 contained an explanatory paragraph with respect to a going concern
uncertainty. The Company's Board of Directors participated in and approved the
decision to change independent auditors. Representatives of Ernst & Young are
not expected to be present at the Meeting.
In connection with its audits of the Company's financial statements
for the two fiscal years ended December 31, 1994 and 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 advised the Company that (a) on December
19, 1995 the Company 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 Company's
equity securities and other conditions, and (b) Ernst & Young orally advised
the Company 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 May 8, 1996, the Company engaged Ehrhardt Keefe
Steiner & Hottman P.C. as its independent auditors for the interim period prior
to the appointment of new independent auditors for the fiscal year ending
December 31, 1996.
PROPOSALS FOR SHAREHOLDER ACTION
I. ELECTION OF DIRECTORS
The nominees for election as directors are Frank Bumstead, Charles
Flood, Jeffrey McIntyre, Prab Nallamilli, Louis J. Risi, Jr., Steven L. Risi,
Jose F. Rosado, Mark van Hartesvelt, Frank A. McKinnie Weaver, Sr., Thomas J.
Weaver III and Kyle Young. Information concerning the nominees is set forth in
the section captioned "Election of Directors."
THE BOARD RECOMMENDS A VOTE FOR EACH OF THE NOMINEES.
OTHER MATTERS
The management of the Company is not aware of any other matters to be
presented for action at the Meeting; however, if any such matters are properly
presented for action, it is the intention of the persons named in the enclosed
form of proxy to vote in accordance with their best judgment on such matters.
-9-
<PAGE> 13
SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the 1997 annual
meeting of shareholders of the Company must be received by the Secretary of the
Company at the Company's principal executive office no later than January 1,
1997, in order to be included in the proxy statement and form of proxy for such
meeting.
By Order of the Board of Directors
FRANK A. MCKINNIE WEAVER, SR.
Secretary
August 30, 1996
Hickory Valley, Tennessee
SHAREHOLDERS ARE URGED, REGARDLESS OF THE NUMBER OF SHARES OF COMMON
STOCK OF THE COMPANY OWNED, TO DATE, SIGN AND RETURN THE ENCLOSED PROXY. YOUR
COOPERATION IN GIVING THESE MATTERS YOUR IMMEDIATE ATTENTION AND IN RETURNING
YOUR PROXY PROMPTLY IS APPRECIATED.
-10-
<PAGE> 14
PROXY
NASHVILLE COUNTRY CLUB, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY
FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON SEPTEMBER 16, 1996
The undersigned hereby appoints Thomas J. Weaver III and Frank A. McKinnie
Weaver, Sr., or either of them, his true and lawful agents and proxies with
full power of substitution in each, to represent the undersigned at the annual
meeting of shareholders of Nashville Country Club, Inc., to be held at the
Liftside Inn at The Village at Breckenridge - A Wyndham Resort, Breckenridge,
Colorado, on Monday, September 16, 1996, and at any adjournments thereof, on
all matters coming before said meeting.
Election of Directors, Nominees:
Frank Bumstead, Charles Flood, Jeffrey McIntyre, Prab Nallamilli, Louis J.
Risi, Jr., Steven L. Risi, Jose F. Rosado, Mark van Hartesvelt, Frank A.
McKinnie Weaver, Sr., Thomas J. Weaver III and Kyle Young.
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES,
SEE REVERSE SIDE, BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE IN
ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS. PROXIES CANNOT VOTE
YOUR SHARES UNLESS YOU SIGN AND RETURN THIS CARD.
-------------------
SEE REVERSE SIDE
-------------------
[X] PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.
FOR WITHHELD
ALL NOMINEES FROM ALL
(EXCEPT AS NOTED BELOW) NOMINEES
[ ] [ ]
1. Election of Directors (see reverse).
FOR ALL NOMINEES, EXCEPT VOTE WITHHELD FROM THE
FOLLOWING NOMINEE(S):
- ----------------------------
NOMINEES:
Frank Bumstead
Charles Flood
Jeffrey McIntyre
Prab Nallamilli
Louis J. Risi, Jr.
Steven L. Risi
Jose F. Rosado
Mark van Hartesvelt
Frank A. McKinnie Weaver Sr.
Thomas J. Weaver III
Kyle Young
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE
