<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
August 30, 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)
<PAGE> 2
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a)(1) Previous independent accountants
(i) On August 30, 1996, the Registrant dismissed Ehrhardt Keefe
Steiner & Hottman P.C. as its independent accountants.
(ii) On January 11, 1996, the Registrant engaged Ehrhardt Keefe
Steiner & Hottman P.C. to audit the financial statements for
the two most recent fiscal years of an acquired business (the
"Acquired Business") for inclusion in the Registrant's
registration statement on Form SB-2. The report of Ehrhardt
Keefe Steiner & Hottman P.C. on the financial statements of
the Acquired Business contained no adverse opinion or
disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principle.
(iii) The Registrant's Board of Directors participated in and
approved the decision to change independent accountants.
(iv) In connection with its audit of the financial statements of
the Acquired Business for the two most recent fiscal years,
there were no disagreements with Ehrhardt Keefe Steiner &
Hottman P.C. on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope
or procedure, which disagreements if not resolved to the
satisfaction of Ehrhardt Keefe Steiner & Hottman P.C. would
have caused Ehrhardt Keefe Steiner & Hottman P.C. to make
reference thereto in its report on the financial statements of
the Acquired Business.
(v) The Registrant has requested that Ehrhardt Keefe Steiner &
Hottman P.C. furnish it with a letter addressed to the SEC
stating whether or not it agrees with the above statements. A
copy of such letter is filed as Exhibit 16.1 to this Form 8-K.
(a)(2) New independent accountants
(i) The Registrant engaged Arthur Andersen LLP as its new
independent accountants as of August 30, 1996. During the
Registrant's two most recent fiscal years and through August
30, 1996, no consultations have occurred between the
Registrant and Arthur Andersen LLP which concerned the subject
matter of a disagreement with Ehrhardt Keefe Steiner & Hottman
P.C.
-2-
<PAGE> 3
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits. The following exhibit is being filed with this Form 8-K:
(16) Letter regarding change in certifying accountant
16.1 Letter from Ehrhardt Keefe Steiner & Hottman P.C.
-3-
<PAGE> 4
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: September 4, 1996 NASHVILLE COUNTRY CLUB, INC.
By: /s/ Thomas Jackson Weaver III
-----------------------------------
Name: Thomas Jackson Weaver III
Title: Chairman of the Board,
President and Chief
Executive Officer
-4-
<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C>
16.1 Letter regarding change in Certifying accountant
</TABLE>
<PAGE> 1
EXHIBIT 16.1
September 6, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
We have read Item 4 of Form 8-K dated September 4, 1996, of Nashville Country
Club, Inc. and are in agreement with the statements contained in paragraph
(a)(1) excluding paragraph (iii) on page 2 therein. We have no basis to agree
or disagree with other statements of the registrant contained therein.
EHRHARDT KEEFE STEINER & HOTTMAN P.C.
