<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
Commission File Number 0-22582
NOTIFICATION OF LATE FILING
[X] Form 10-KSB [ ] Form 11-K [ ] Form 20-F [ ] Form 10-Q [ ] Form N-SAR
For Period Ended: DECEMBER 29, 1996
---------------------------------------------------------------
[ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
For Period Ended:
--------------------------------------------------------------
Read attached instruction sheet before preparing form. Please print or
type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
------------------------
PART I. REGISTRANT INFORMATION
Full name of registrant NASHVILLE COUNTRY CLUB, INC.
--------------------------------------------------------
Former name if applicable NA
Address of principal executive office (street and number) 402 HERITAGE
----------------------
PLANTATION WAY
- -------------------------------------------------------------------------------
City, State and Zip Code HICKORY VALLEY, TN 38042
------------------------------------------------------
PART II. RULE 12B-25 (b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check appropriate box.)
[ X ] (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
[ X ] (b) The subject annual report, semi-annual report, transition report
on Form 10-KSB, 20-F, 11-K or Form N-SAR, or portion thereof will
be filed on or before the 15th calendar day following the
prescribed due date; or the subject quarterly report or transition
report on Form 10-Q, or portion thereof will be filed on or before
the fifth calendar day following the prescribed due date; and
[ X ] (c) The accountant's statement or other exhibit required by
Rule 12b-25(c) has been attached if applicable.
<PAGE> 2
PART III. NARRATIVE
State below in reasonable detail the reasons why Form 10-KSB, 11-K, 20-F,
10-Q, N-SAR or the transition report portion thereof could not be filed within
the prescribed time period.
The registrant's Form 10-KSB includes consolidated statements of
operations, stockholders' equity and cash flows for each of the two years in
the period ended December 29, 1996. The registrant's consolidated statements
of operations, stockholders' equity and cash flows for the year ended December
29, 1996 are being audited by Arthur Andersen LLP, the registrant's current
independent accountants (the "Current Accountants"). The registrant's
consolidated statements of operations, stockholders' equity and cash flows for
the year ended December 31, 1995 were audited by the registrant's former
independent auditors (the "Former Accountants"). The registrant anticipated
timely receiving the consent of the Former Accountants to the inclusion of its
report on the registrant's consolidated statements of operation, stockholders'
equity and cash flows for the year ended December 31, 1995 in the Form 10-KSB.
The registrant now believes that it could not obtain the consent of the Former
Accountants to the inclusion of its report on the registrant's consolidated
statements of operations, stockholders' equity and cash flows for the year
ended December 31, 1995 in the Form 10-KSB for purposes of filing the Form
10-KSB within the prescribed time period without unreasonable expense.
Accordingly, the registrant has engaged the Current Accountants to audit the
registrant's consolidated statements of operations, stockholders' equity and
cash flows for the year ended December 31, 1995 for inclusion in the Form
10-KSB. In that regard, the registrant believes that it could not obtain the
report of the Current Accountants on the registrant's consolidated statements
of operations, stockholders' equity and cash flows for the year ended December
31, 1995 for inclusion in the Form 10-KSB within the prescribed time period
without unreasonable effort and expense. A statement of the Current
Accountants is attached hereto as Exhibit A.
PART IV. OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
THOMAS JACKSON WEAVER, III 901 764-2300
-----------------------------------------------------------------------
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter
period that the registrant was required to file such report(s) been
filed? If the answer is no, identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject
report or portion thereof?
[ ] Yes [X] No
NASHVILLE COUNTRY CLUB, INC.
- --------------------------------------------------------------------------------
(Name of registrant as specified in charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: March 31, 1997 By: /s/ THOMAS JACKSON WEAVER III
-------------------- -------------------------------------------
Thomas Jackson Weaver, III, Chief
Executive Officer and President
<PAGE> 3
Instruction. The form may be signed by an executive officer of the
registrant or by any other duly authorized representative. The name and
title of the person signing the form shall be typed or printed beneath the
signature. If the statement is signed on behalf of the registrant by an
authorized representative (other than an executive officer), evidence of
the representative's authority to sign on behalf of the registrant shall be
filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal criminal
violations (see 18 U.S.C. 1001).
<PAGE> 4
EXHIBIT A
[LETTERHEAD OF ARTHUR ANDERSEN LLP]
March 28, 1997
The Audit Committee
Nashville Country Club, Inc.
402 Heritage Plantation Way
Hickory Valley, Tennessee 38042
The Audit Committee
Nashville Country Club, Inc.:
We were engaged on March 27, 1997 by Nashville Country Club, Inc. (the Company)
to perform an audit of the Company's consolidated statement of operations,
stockholders' equity and cash flows for the year ended December 31, 1995, for
inclusion in the Company's Form 10-KSB. As a result, additional time is
necessary in order to complete the requested procedures. We anticipate
completing the additional procedures within a time period which should allow
the Company to file the Form 10-KSB on or before the 15th calendar day
following the prescribed due date of the Form 10-KSB.
Arthur Andersen LLP
