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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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 as its
independent accountants.
(ii) The reports of Ernst & Young LLP 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 the 1995 Report of Ernst & Young LLP 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 for the Registrant's two most
recent fiscal years and all interim periods through May 8, 1996,
there have been no disagreements with Ernst & Young LLP 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 Ernst & Young LLP would
have caused Ernst & Young LLP to make reference thereto in their
report on the Registrant's financial statements for such years
and/or periods.
(v) The Registrant has requested that Ernst & Young LLP furnish it
with a letter addressed to the SEC stating whether or not it
agrees with the above statements. Pursuant to Item 304(a)(3) of
Regulation S-B, a copy of such letter will be filed by amendment
to this Form 8-K.
(a)(2) New independent accountants
(i) The Registrant engaged Ehrhardt Keefe Steiner & Hottman P.C. as
its new independent accountants as of May 8, 1996. During the
Registrant's two most recent fiscal years and through May 8,
1996, no consultations have occurred between the Registrant and
Ehrhardt Keefe Steiner & Hottman P.C. which concerned the subject
matter of a disagreement with Ernst & Young LLP. On January 11,
1996, the Registrant engaged Ehrhardt Keefe Steiner & Hottman PC
to audit the financial statements for the two most recent fiscal
years of an acquired business for inclusion in a registration
statement on Form SB-2. As part of that engagement, Ehrhardt
Keefe Steiner & Hottman P.C. has concluded that any oral advice
rendered to the Registrant on the application of accounting
principles to a specific transaction or the type of audit opinion
that might be rendered on the Registrant's financial statements
(no written reports have been provided), was not
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an important factor considered by the Registrant in reaching a
decision as to the applicable accounting, auditing or financial
reporting issue.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits. The following exhibit will be filed by amendment to this
Form 8-K:
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Sequential Page
(16) Letter regarding change in certifying accountant Number
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16.1 Letter from Ernst & Young LLP
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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 13, 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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