<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A-1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 29, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER
0-22582
NASHVILLE COUNTRY CLUB, INC.
(Name of Small Business Issuer in its Charter)
TENNESSEE 62-1535897
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
402 HERITAGE PLANTATION WAY
HICKORY VALLEY, TENNESSEE 38042
(Address of principal executive offices) (Zip Code)
ISSUER'S TELEPHONE NUMBER, INCLUDING AREA CODE: (901) 764-2300
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK, NO PAR VALUE PER SHARE
REDEEMABLE COMMON STOCK PURCHASE WARRANTS
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES X NO .
----- -----
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. X
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The aggregate market value of the voting stock held by non-affiliates
of the registrant (based on the closing price of such stock as reported on
March 27, 1997 on The Nasdaq National Market of the National Association of
Securities Dealers, Inc.) was approximately $18,820,300.
As of March 31, 1997, 4,590,435 shares of the registrant's Common
Stock were outstanding.
Transitional Small Business Disclosure Format (Check One):
Yes No X
--- ---
DOCUMENTS INCORPORATED BY REFERENCE: NONE
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EXPLANATORY NOTE
This Form 10-KSB/A is being filed in order to amend and restate in
their entirety Items 9, 10, 11 and 12 of the Registrant's Form 10-KSB for
the fiscal year ended December 29, 1996.
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ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.
The following table sets forth certain information regarding the
directors and executive officers of the Company.
<TABLE>
<CAPTION>
Name Age Position
<S> <C> <C> <C> <C>
Thomas Jackson Weaver III (3) . . . . . 39 Chairman of the Board, Chief Executive
Officer and President
Bryan J. Cusworth . . . . . . . . . . . 37 Chief Financial Officer
Robert E. Geddes . . . . . . . . . . . 52 Director
Thomas Miserendino . . . . . . . . . . 47 Director
Prab Nallamilli . . . . . . . . . . . . 48 Director, Director of Operations
Jeffrey McIntyre (3) . . . . . . . . . 47 Director
Mark van Hartesvelt (3) . . . . . . . . 46 Director
Frank Bumstead . . . . . . . . . . . . 54 Director
Charles Flood . . . . . . . . . . . . . 52 Director
Louis J. Risi, Jr. . . . . . . . . . . 60 Director
Steven L. Risi (1)(2) . . . . . . . . . 41 Director
Jose F. Rosado . . . . . . . . . . . . 49 Director
Frank A. McKinnie Weaver, Sr. (1)(2) . 36 Director, Secretary
Kyle Young (1)(2) . . . . . . . . . . . 43 Director
</TABLE>
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(1) Member of Audit Committee of the Board of Directors
(2) Member of Compensation Committee of the Board of Directors
(3) Member of Executive Committee of the Board of Directors
Thomas Jackson Weaver III. Mr. Weaver has served as Chairman of the
Board, President and Chief Executive Officer of the Company since its
inception. 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. In such capacity, Mr.
Weaver oversaw the development and/or expansion of Hard Rock Cafes in Dallas,
Texas; Cancun, Mexico; London, England; New York, New York; and Boston,
Massachusetts; and the sale of Hard Rock International plc to Pleasurama plc,
an unaffiliated English public company, in September 1988 (references herein to
the Hard Rock Cafe and affiliated entities do not include any company
controlled by Peter Morton after 1982). 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.
Bryan J. Cusworth. Mr. Cusworth has served as Chief Financial Officer
of the Company since September 1996. Prior to joining the Company, Mr.
Cusworth was employed by Arthur Andersen LLP from July 1982 to September 1996,
where he specialized in the hospitality, real estate and entertainment
industries. Mr. Cusworth is a Certified Public Accountant.
Robert E. Geddes. Mr. Geddes has served as a director of the Company
since April 1997. Mr. Geddes is a founder and the Chairman of the Board and
Chief Executive Officer of Eric/Chandler, Ltd., managing partner of Irvine
Meadows Amphitheatre, and a stockholder,
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director and executive officer of New Avalon, Inc. and TBA Media, Inc. For at
least five years prior to April 1997, Mr. Geddes was a director of Avalon
Entertainment Group, Inc.
Thomas Miserendino. Mr. Miserendino has served as a director of the
Company since April 1997. For at least five years prior to April 1997, Mr.
Miserendino was the Chief Financial Officer and Treasurer of Avalon
Entertainment Group, Inc. He has served as President of Eric/Chandler, Ltd.
since 1986. Mr. Miserendino is a stockholder, director and executive officer
of New Avalon, Inc. and TBA Media, Inc. Mr. Miserendino is a certified public
accountant.
Prab Nallamilli. Mr. Nallamilli has served as a director and as
Director of Operations of the Company since inception. 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. In that
capacity he was directly responsible for the development of restaurants in
London, England; Paris, France; New York, New York; Acapulco, Mexico;
Stockholm, Sweden; Boston, Massachusetts; Monte Carlo; Orlando, Florida; Tokyo,
Japan; Puerto Vallarta, Mexico; Berlin, Germany; Reykjavik, Iceland; Cancun,
Mexico; Washington, D.C.; and Dallas, Texas. Since 1991, Mr. Nallamilli has
owned and operated restaurants in London and has served as a consultant in the
restaurant industry. Mr. Nallamilli is also a director of Sunrise Diner,
Limited. Mr. Nallamilli is not a full-time employee of the Company.
Jeffrey McIntyre. Mr. McIntyre has served as a director of the
Company since April 1996. He has served as Co-Managing Director of 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.
Mark van Hartesvelt. Mr. van Hartesvelt has served as a director of
the Company since April 1996. He has served as Co-Managing 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 Bumstead. Mr. Bumstead has served as a director of the Company
since its inception. Since 1989, Mr. Bumstead has been President and a
principal shareholder of Flood, Bumstead, McCready & McCarthy, Inc., a business
management firm which represents the financial interests of artists,
songwriters 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 National Market, Chairman of the Board of
Brentwood National Bank in Brentwood, Tennessee, and a director of Veritas
Music Entertainment, Inc.
Charles Flood. Mr. Flood has served as a director of the Company
since May 1995. Since 1989, Mr. Flood has been the Chairman 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.
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Louis J. Risi, Jr. Mr. Risi has served as a director of the Company
since April 1996. For more than the past five years, Mr. Risi 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. Mr. Risi has served as a director of the Company
since April 1996. Mr. Risi has served as the Chief Financial 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. Mr. Rosado has served as a director of the Company
since April 1996. For more than the past five years, Mr. 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. Rosado formed Interholden Equities and
subsequently IBEX to continue his investment and advisory activities in the
real estate industry.
Frank A. McKinnie Weaver, Sr. Mr. Weaver has served as a director of
the Company since inception. Since 1994, Mr. Weaver has served as Vice
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 also is 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.
Kyle Young. Mr. Young has served as a director of the Company since
March 1996. Since 1985, Mr. Young has been the Deputy 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
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of Independent Record Distributors, the Nashville Entertainment Association,
the Inter-Museum Council of Nashville, the Nashville Institute for the Arts and
Vanderbilt University Press.
All directors hold office for terms of one year and until the next
annual meeting of shareholders scheduled to vote on the election and
qualification of their respective successors. Executive officers are elected
by the Board of Directors and, subject to existing employment agreements, serve
at the discretion of the Board of Directors.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
To the Company's knowledge, based solely upon a review of Forms 3 and
4 and amendments thereto furnished to the Company during its most recent fiscal
year and Forms 5 and amendments thereto furnished to the Company with respect
to its most recent fiscal year, no person who, at any time during such fiscal
year was a director, officer or beneficial owner of more than 10% of any class
of the Company's equity securities failed to file on a timely basis reports
required by Section 16(a) of the Securities Exchange Act of 1934, as amended.
ITEM 10. EXECUTIVE COMPENSATION.
The following table sets forth the total compensation paid or accrued
by the Company on behalf of the Chief Executive Officer and the other executive
officers of the Company who received annual salary and bonus in excess of
$100,000 (hereinafter collectively referred as the "Named Executive Officers")
for the three years ended December 29, 1996. The Company has an employment
agreement with Mr. Weaver.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Name and Principal Annual Compensation
-------------------
Position Year Salary ($) Bonus ($)
------------------------------ ---- ------------- ---------
<S> <C> <C> <C>
Thomas J. Weaver III . . . . 1996 $ 62,500 $ 0
Chairman of the Board, 1995 125,000 0
President and Chief 1994 88,942 0
Executive Officer
</TABLE>
EMPLOYMENT AND CONSULTING 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.
Avalon Entertainment Group, Inc. ("Avalon"), a wholly-owned subsidiary
of the Company, has entered into a consulting agreement with Robert E. Geddes
providing for the consulting services to Avalon for a term commencing on April
21, 1997 and ending December 31, 2002. The agreement provides for annual base
compensation of $100,000, with cost of living increases as
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determined by the Board of Directors of the Company, and, for each calendar
year after 1996, annual incentive compensation consisting of (i) an incentive
bonus of $33,333 for each calendar year in which the pre-tax net income of
Avalon equals or exceeds $1,000,000 and (ii) if the applicable income level is
achieved, either (A) a bonus of 3.3% of the amount by which the pre-tax net
income of Avalon, calculated as described in the employment agreements, for a
calendar year exceeds 75% of the projected pre-tax net income of Avalon for
such year or (B) a bonus of 3.3% of the pre-tax net income of Avalon for a
calendar year if the projected pre-tax net income for such year is realized.
For purposes of the consulting agreement, the projected pre-tax net income of
Avalon shall be as follows: for 1997, $1,200,000; for 1998, $1,500,000; for
1999, $1,700,000; and for 2000, 2001, and 2002, $2,000,000.
Avalon has entered into a consulting agreement with Thomas Miserendino
providing for consulting services to Avalon for a term commencing on April 21,
1997 and ending December 31, 2002. The agreement provides for annual base
compensation of $50,000, with cost of living increases as determined by the
Board of Directors of the Company, and, for each calendar year after 1996,
annual incentive compensation consisting of (i) an incentive bonus of $16,667
for each calendar year in which the pre-tax net income of Avalon equals or
exceeds $1,000,000 and (ii) if the applicable income level is achieved, either
(A) a bonus of 1.7% of the amount by which the pre-tax net income of Avalon,
calculated as described in the consulting agreements, for a calendar year
exceeds 75% of the projected pre-tax net income of Avalon for such year or (B)
a bonus of 1.7% of the pre-tax net income of Avalon for a calendar year if the
projected pre-tax net income for such year is realized. For purposes of the
consulting agreement, the projected pre-tax net income of Avalon shall be as
follows: for 1997, $1,200,000; for 1998, $1,500,000; for 1999, $1,700,000; and
for 2000, 2001, and 2002, $2,000,000.
STOCK OPTION PLANS
On August 14, 1995, the Board of Directors approved the issuance,
pursuant to the Nashville Country Club, Inc. 1995 Stock Option Plan of options
(the "1995 Options") to six employees of the Company to purchase a total of
50,000 shares of Common Stock at a price of $5.50 per share. The 1995 Options
vest and become exercisable in four equal installments on August 14, 1996 and
each anniversary date thereof.
On April 20, 1997, the Board of Directors approved the Nashville
Country Club, Inc. 1997 Stock Option Plan and the issuance thereunder to Mr.
Weaver of options (the "1997 Options") to purchase up to 250,000 shares of
Common Stock at a price of $5.40 per share. The 1997 Options are immediately
exercisable.
DIRECTORS COMPENSATION
Directors who are officers or employees of the Company receive no
compensation, as such, for serving as members of the Board. Directors who are
not officers or employees of the Company receive $100 per meeting attended, and
all Directors are reimbursed for their out-of-pocket expenses incurred in
attending Board and committee meetings.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
The following table sets forth as of April 30, 1997 certain
information with respect to the beneficial ownership of the Company's common
stock, no par value per share (the "Common Stock"), and Series A preferred
stock, no par value per share (the "Preferred Stock"), by (i) each person who
is known by the Company to be the beneficial owner of more than 5% of the
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outstanding shares of Common Stock, (ii) each of the Company's directors, (iii)
each of the Company's Named Executive Officers and (iv) all directors and
executive officers of the Company as a group. Unless otherwise indicated, each
of the shareholders listed below has sole voting and investment power with
respect to the shares of Common Stock beneficially owned.
<TABLE>
<CAPTION>
Number of Shares
Beneficially Owned Percent of Total
---------------------------- -----------------------------
Series A Series A
NAME AND ADDRESS(1) Common Preferred Common Preferred
- ----------------------------------- ------------- ------------ ----------- --------------
<S> <C> <C> <C> <C>
Thomas Jackson Weaver III . . . . 1,030,000(2) 152,839 19.0% 45.7%
Bryan Cusworth . . . . . . . . . 0 0 0 0
Prab Nallamilli . . . . . . . . . 0 * 0 *
Frank Bumstead . . . . . . . . . 0 36,099(3) 0 10.8
Charles Flood . . . . . . . . . . 0 36,099(3) 0 10.8
Jeffrey McIntyre . . . . . . . . 18,233 0 * 0
Louis Risi, Jr. . . . . . . . . . 139,322(4) 0 1.6% 0
Steven L. Risi . . . . . . . . . 20,684(4) 0 * 0
Jose F. Rosado . . . . . . . . . 222,094(4) 0 4.2% 0
Mark van Hartesvelt . . . . . . . 18,233 0 * 0
Frank A. McKinnie Weaver, Sr . . 0 54,000 0 16.2
Kyle Young . . . . . . . . . . . 0 0 0 0
Robert E. Geddes . . . . . . . . 165,342 0 3.1% 0
Thomas Miserendino . . . . . . . 40,492 0 * 0
All executive officers and
directors 1,654,400 268,135 30.6% 80.2
as a group (14 persons) . . . .
</TABLE>
- ----------
* Less than 1%.
(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, the address for Messrs. Risi,
Rosado and Risi is 2333 Ponce de Leon Blvd., Suite 650, Coral Gables,
Florida 33134, and the address for Messrs. Geddes and Miserendino is 17835
Ventura Blvd., Suite 300, Encino, California 91316.
(2) Includes 250,000 shares issuable by the company upon the exercise of
outstanding stock options.
(3) Includes 11,140 shares held by a corporation over which Mr. Bumstead and
Mr. Flood share voting and investment power.
(4) Includes 10,000 shares issuable by the Company upon the exercise of
outstanding stock options.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The Board of Directors has adopted a policy which provides that any
transaction between the Company and any of its officers, directors or 5%
shareholders, or affiliates thereof, must be on terms no less favorable than
those which could be obtained from unaffiliated parties and must be approved by
a majority of the disinterested members of the Company's Board of Directors.
The Company will not make loans to officers, directors or affiliates
of the Company other than advances for travel, business expense, relocation and
similar operating expenditures, and other loans for specific purposes directly
related to the ordinary course of the Company's business; provided, that these
loans will be approved by a majority of the members of the Company's Board of
Directors, including a majority of the disinterested members of the Board of
Directors.
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SIGNATURES
In accordance with the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized in the city
of Hickory Valley, Tennessee, on the 30th day of April, 1997.
NASHVILLE COUNTRY CLUB, INC.
By: /s/ Thomas Jackson Weaver III
----------------------------------
Thomas Jackson Weaver III
Chairman of the Board, Chief
Executive Officer and
President
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