<PAGE> 1
As filed with the Securities and Exchange Commission on August 28, 1998.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-----------------------------
TBA ENTERTAINMENT CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 62-1535897
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
402 HERITAGE PLANTATION WAY
HICKORY VALLEY, TENNESSEE 38042
(901) 764-2300
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
THOMAS J. WEAVER III
TBA ENTERTAINMENT CORPORATION
402 HERITAGE PLANTATION WAY
HICKORY VALLEY, TENNESSEE 38042
(901) 764-2300
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
RANDALL E. ROBERTS, ESQ.
TED S. SCHWEINFURTH, ESQ.
WINSTEAD SECHREST & MINICK P.C.
1201 ELM STREET
5400 RENAISSANCE TOWER
DALLAS, TEXAS 75270
(214) 745-5400
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after the effective date of this Registration Statement, as determined by
the selling securityholders named herein.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
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(Calculation table continued on next page)
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(Calculation table continued from previous page)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================================
PROPOSED
PROPOSED MAXIMUM
AMOUNT MAXIMUM AGGREGATE AMOUNT OF
TO BE AGGREGATE PRICE OFFERING REGISTRATION
TITLE OF SHARES TO BE REGISTERED REGISTERED PER SHARE(1) PRICE(1) FEE
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<S> <C> <C> <C> <C>
Common Stock, par value $.001 per share 415,015 $3.97 $1,647,610 $486.05
===================================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c).
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The registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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<PAGE> 3
PROSPECTUS DATED AUGUST 28, 1998
415,015 SHARES
TBA ENTERTAINMENT CORPORATION
COMMON STOCK
-----------------------------
All of the 415,015 shares of common stock, par value $.001 per share
(the "Common Stock"), of TBA Entertainment Corporation (the "Company") offered
hereby are offered for the account of the stockholders named herein (the
"Selling Stockholders"). See "Selling Stockholders." The shares to be offered
are those acquired by the Selling Stockholders directly from the Company in
privately negotiated transactions. The Company will not receive any proceeds
from the sale of shares by the Selling Stockholders. See "Use of Proceeds."
The Selling Stockholders directly, through agents designated from time
to time, or through dealers or underwriters also to be designated, may sell the
shares of Common Stock offered hereby from time to time on terms to be
determined at the time of sale. To the extent required, the specific shares of
Common Stock to be sold, the names of the Selling Stockholders, the public
offering price, name of any such agent, dealer or underwriter, and any
applicable commission or discount with respect to a particular offer will be set
forth in an accompanying Prospectus Supplement. The expenses of registering the
Common Stock are being paid by the Company. See "Plan of Distribution" for a
more complete discussion of the method of distribution of the shares of Common
Stock by the Selling Stockholders.
The Common Stock is traded on The Nasdaq Stock Market's National
Market (the "Nasdaq National Market") under the symbol "TBAE." On August 27,
1998, the last reported sale price of the Common Stock on the Nasdaq National
Market was $3.9375 per share.
------------------------------
THE COMMON STOCK OFFERED HEREBY INVOLVES CERTAIN RISKS.
SEE "RISK FACTORS" BEGINNING ON PAGE 1.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
-------------------------------
The date of this Prospectus is August 28, 1998
<PAGE> 4
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement (of which this Prospectus is a part) on
Form S-3 under the Securities Act of 1933, as amended (the "Securities Act")
with respect to the securities offered hereby. This Prospectus does not contain
all of the information set forth in the Registration Statement, certain portions
of which have been omitted as permitted by the rules and regulations of the
Commission. Statements contained in this Prospectus as to the content of any
contract or other document are not necessarily complete, and in each instance
reference is made to the copy of the contract or other document filed as an
exhibit to the Registration Statement, each statement being qualified in all
respects by that reference and the exhibits and schedules to the Registration
Statement. For further information regarding the Company and the securities
offered hereby, reference is hereby made to the Registration Statement and the
exhibits and schedules to the Registration Statement which may be obtained from
the Commission at rates prescribed by the Commission upon request to the
Commission or inspected, without charge at the offices of the Commission. In
addition, the Commission maintains a Website (at http://www.sec.gov) that
contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission, and the
Registration Statement of which this prospectus is a part, and the exhibits
thereto, are available on that site.
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and, in
accordance therewith, files reports, proxy statements and other information with
the Commission. Such reports and other information can be inspected and copied
at the public reference facilities maintained by the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the Commission's regional offices
located at Seven World Trade Center, 13th Floor, New York, New York 10048 and at
500 West Madison Street, Chicago, Illinois 60661. Copies of such material can
also be obtained from the Commission at prescribed rates through its public
reference section at 450 Fifth Street N.W., Washington, D.C. 20549. The Common
Stock is listed on the Nasdaq National Market and such reports, proxy statements
and other information also can be inspected at the offices of the National
Association of Securities Dealers, Inc., Corporate Financing Department, 9513
Key West Avenue, 3rd Floor, Rockville, Maryland 20850.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company hereby incorporates by reference into this Prospectus: (i)
the reports listed below (which include all reports filed by the Company with
the Commission pursuant to Sections 13(a) or 15(d) of the Exchange Act since
December 31, 1997; and (ii) the description of the Common Stock contained in the
Company's registration statement on Form 8-A under the Exchange Act (Commission
File No. 0-22582) filed by the Company with the Commission, including any
amendments or reports filed for the purpose of updating such description:
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Reports Incorporated by Reference
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1. Annual Report on Form 10-KSB for the fiscal year ended December
31, 1997;
2. Quarterly Report on Form 10-QSB for the fiscal quarter ended March
31, 1998;
3. Current Report on Form 8-K filed May 22, 1998, as amended by Form
8-K/A filed May 26, 1998; and
4. Quarterly Report on Form 10-QSB for the fiscal quarter ended June
30, 1998.
In addition, all documents filed by the Company subsequent to the date
hereof pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act but
prior to the termination of the offering of the shares of Common Stock offered
hereby shall be deemed to be incorporated by reference into this Prospectus and
to be a part hereof from the date of the filing of such documents. Any statement
contained herein or in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained in any other
subsequently filed document which also is incorporated or deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, upon the
written or oral request of such person, a copy of any document incorporated
herein by reference (other than exhibits to those documents unless the exhibits
are specifically incorporated by reference into the documents that this
Prospectus incorporates by reference). Requests for such copies should be
directed to: Bryan J. Cusworth, Chief Financial Officer, TBA Entertainment
Corporation, 16501 Ventura Boulevard, Suite 601, Encino, California 91436.
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RISK FACTORS
In addition to the other information in this Prospectus, the following
risk factors should be considered carefully in evaluating an investment in the
Common Stock offered hereby.
GENERAL RISKS ASSOCIATED WITH THE COMPANY
Limited Operating History; Operating Losses. The Company commenced
operations in November 1994, and consequently, has a limited operating history
upon which investors may evaluate its performance. In view of its limited
operating history, the Company remains susceptible to a variety of business
risks. Future operating results will depend on many factors, including, but not
limited to, the Company's ability to successfully integrate and expand its
business operations and the revenues generated from its acquired operations. The
Company has experienced losses from inception through December 31, 1996. The
Company had a net loss of approximately $646,000 for the year ended December 31,
1994, a net loss of approximately $794,000 for the year ended December 31, 1995
and a net loss of approximately $3,127,000 for the year ended December 31, 1996.
The Company had net income of approximately $402,300 for the year ended December
31, 1997. There can be no assurance that the Company will be able to achieve and
sustain profitability on an ongoing basis.
Liquidity Shortages; Need for Additional Financing. Since inception,
the Company has experienced temporary liquidity shortages. The Company's
business operations and growth strategy require substantial amounts of capital
on a continuing basis. The Company will depend on obtaining additional capital
in the future through securities offerings, unsecured and secured debt
financing, cash flow from operations and proceeds from the sale of existing
businesses to expand its business operations and effect its business strategy.
Should the Company's actual results of operations fall short of, or its rate of
expansion significantly exceed, its projections, or should its costs or capital
expenditures exceed the amounts projected, the Company could be required to seek
additional financing sooner than currently expected. There can be no assurance
that the Company will be able to raise additional capital on terms satisfactory
to the Company.
No Assurance of Successful Integration of Business Operations;
Management of Growth. The Company's success depends, to a significant degree, on
its ability to effectively implement its business strategy. Central to such
strategy is the expansion of the Company's core entertainment operations through
strategic acquisitions of existing businesses and the successful integration of
any such acquired businesses. The Company believes it will realize substantial
benefits from the integration of Avalon Entertainment Group, Inc. ("AEG"), which
the Company acquired in April 1997 and through which the Company currently
conducts its entertainment operations, with Corporate Productions, Inc. ("CPI"),
which the Company acquired in August 1998, and with Titley Spalding &
Associates, LLC ("Titley Spalding"), an artist management firm which the Company
acquired in June 1998. However, there can be no assurance that the Company will
be able to operate AEG, CPI, Titley Spalding and other acquired businesses
profitably or that such businesses will be
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successfully integrated into the Company's operations. In addition, there can be
no assurance that the Company will realize the synergies it has identified in
connection with integrating AEG's and CPI's entertainment operations and Titley
Spalding's artist management business with its existing business operations. The
Company continually evaluates potential acquisitions and intends to actively
pursue acquisition opportunities. Future acquisitions could be financed by
internally generated funds, proceeds from the sale of existing businesses, bank
borrowings, public offerings or private placements of equity or debt securities,
or any combination of the foregoing. There can be no assurance that the Company
will be able to make acquisitions on terms favorable to the Company. If the
Company completes acquisitions, it will encounter various associated risks,
including the difficulty associated with integrating an acquired business into
the Company's operations, diversion of management's attention and unanticipated
problems or liabilities, some or all of which could have a material adverse
effect on the Company's results of operations and financial condition.
Dependence on Key Personnel. The success of the Company is
substantially dependent on the abilities and continued service of the executive
officers of the Company and its subsidiaries. In particular, the Company is
dependent on Thomas J. Weaver III, the Company's Chief Executive Officer. Mr.
Weaver founded the Company and is essential to its growth. Mr. Weaver devotes
all of his business time to the Company. The Company has obtained key-man life
insurance on the life of Mr. Weaver in the amount of $1,000,000. The Company has
also entered into an employment agreement with Mr. Weaver. AEG's continued
success depends in large part upon the abilities and continued service of Marc
W. Oswald and Greg M. Janese. In connection with the acquisition of AEG, the
Company entered into employment agreements with each of Messrs. Oswald and
Janese. Titley Spalding's continued success depends in large part upon the
abilities and continued service of Bob Titley and Clarence Spalding. In
connection with the acquisition of Titley Spalding, the Company entered into
employment agreements with each of Messrs. Titley and Spalding. CPI's continued
success depends in large part upon the abilities and continued service of
Richard S. Smith, Richard W. Perry and Pamela J. Furmanek, each of whom has
entered into employment agreements with the Company.
Economic Conditions. The Company's results of operations will be
adversely affected by economic downturns. The Company's business is dependent in
large part on the sale of services to clients in connection with discretionary
spending activities that decrease during periods of economic slowdown. Spending
on marketing and sales activities generally declines during recessionary
climates. There can be no assurance that a general economic recession or
slowdown would not have a material adverse effect on the Company's results of
operations and financial condition.
Seasonality; Adverse Effects of Unfavorable Weather. The businesses of
the Company are highly seasonal. AEG generally realizes a substantial majority
of its cash flow during the second and third quarters of each fiscal year.
Attracting audiences to AEG's entertainment events depends upon favorable
weather conditions. While the Company may be able to mitigate the adverse
effects
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of unfavorable weather conditions, continuing periods of adverse weather
conditions could have a material adverse impact on the Company's results of
operations and financial condition.
Losses in Excess of Insurance Coverage. The Company maintains
comprehensive insurance on the Company's properties, including liability, fire
and extended coverage. In addition, AEG, CPI and Titley Spalding maintain
comprehensive insurance, including liability coverage, for their general
operations and obtain event-specific coverage in connection with certain
concerts and events. Nevertheless, there are certain types of losses, generally
of a catastrophic nature, such as hurricanes, earthquakes and floods, that may
be uninsurable or not economically insurable. The Company will use its
discretion in determining amounts, coverage limits and deductibility provisions
of insurance, with a view to obtaining appropriate insurance on the operations
of AEG, Titley Spalding and on the Company's properties and operations at a
reasonable cost and on suitable terms. This may result in insurance coverage
that, in the event of a loss, would not be sufficient to pay the full current
market value or current replacement value of the Company's lost investment and
the insurance proceeds received by the Company might not be adequate to restore
its economic position with respect to such properties and operations. The
inability of the Company, AEG or Titley Spalding to obtain comprehensive
insurance at adequate levels, or the inability to obtain event-specific coverage
at a reasonable cost, could have a material adverse impact on the Company's
results of operations and financial condition.
Risks Involved in Development Activities Through Partnerships and Joint
Ventures. The Company is a venturer in Warner/Avalon, a joint venture with
Warner Custom Music Corp., a subsidiary of Time Warner, Inc. ("Warner/Avalon"),
and may enter into similar partnership or joint venture arrangements with other
unaffiliated investors in the future. Partnership and joint venture arrangements
may, under certain circumstances, present certain risks to the Company,
including the possibility that the Company's partners or co-venturers might
become bankrupt, that such partners or co-investors might have economic or other
business interests or goals that are inconsistent with the interests or goals of
the Company, and that such partners or co-venturers may, in certain
circumstances, be in a position to take actions contrary to the instructions or
requests of the Company or contrary to the Company's policies or objectives. In
the event that a co-venturer becomes bankrupt, such development has the risk of
imposing greater financial obligations on the Company than anticipated to
continue the operations of the venture. Such developments also have the risk of
delay or impasse on decisions regarding the jointly-held business, which may
prevent the Company from making business decisions that would be in its best
interests with respect to the jointly-held business. In addition, the agreements
governing the partnerships and joint ventures to which the Company is currently
a party provide for their termination under certain circumstances, the
occurrence of which could have a material adverse effect on the Company's
results of operations and financial condition.
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Anti-takeover Considerations. The Company is subject to certain
provisions of Delaware law which limit or restrict certain "business
combinations." These provisions could have the effect of discouraging, delaying
or preventing a change in control of the Company.
Reliance on Large Clients. A significant portion of Warner/Avalon's
revenues are derived from a small number of large corporate clients.
Warner/Avalon's two largest clients, Union Underwear Company, Inc., d/b/a Fruit
of the Loom ("Fruit of the Loom"), and Seagrams Crown Royal ("Crown Royal"),
accounted for approximately 95% of Warner/Avalon's revenues in 1996 and Fruit of
the Loom and Blockbuster Entertainment Corporation accounted for approximately
97% of Warner/Avalon's revenues in 1997. Titley Spalding's artist management
agreement with the recording and performance artists Brooks & Dunn accounted for
approximately 91% of Titley Spalding's revenues for 1997. Accordingly, the loss
of any one client could have a material adverse effect on the results of
operations and financial condition of AEG and Warner/Avalon and the loss of the
artist management agreement with Brooks & Dunn would have a material adverse
effect on the results of operations and financial condition of Titley Spalding.
Episodic Nature of Corporate Entertainment Business. AEG and CPI
generally produce corporate entertainment events for their clients on an
event-by-event basis and typically do not have long-term arrangements with their
clients requiring such clients to utilize AEG or CPI on an on-going basis for
such clients' corporate entertainment needs. Accordingly, there can be no
assurance that AEG and CPI will maintain their present client relationships or
that their clients will continue to use AEG and CPI for their future corporate
entertainment needs. Titley Spalding's artist management agreement with Brooks &
Dunn is terminable on thirty days notice.
Variance from Budgeted Costs. AEG and CPI generally provide services to
their clients on a fixed-fee-for-services basis, with the fee established based
upon estimated expenditures required to produce an entertainment event. If the
expenditures for an event are greater than anticipated, neither AEG nor CPI
generally will be able to pass along the higher costs to the client, which may
result in lower net profits or a loss for such event, which could have a
material adverse effect on AEG's and CPI's results of operations and financial
condition.
Changes in Entertainment Trends; Concert Promotion; Artist Management.
AEG's and CPI's entertainment marketing and corporate entertainment businesses
are based primarily upon the appeal to audiences of seeing live performances in
a concert setting. The increasing trend toward electronic presentations,
including music videos, compact disks and CD-ROMs, and the increasing
sophistication of home equipment for utilizing such products may result in a
decrease in the popularity of large concerts, which could have a material
adverse effect on the demand for AEG's and CPI's services. Titley Spalding's
artist management revenues are based primarily on the continuing commercial
popularity of the live performances and record sales of Brooks & Dunn.
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Absence of Operating History in Corporate Entertainment; Concert
Promotion and Artist Management Businesses. The Company's ownership of AEG, CPI
and Titley Spalding is subject to all of the risks inherent in the acquisition
and ownership of a new business. The Company's absence of an operating history
in the corporate entertainment business makes it impossible to predict whether
the Company will operate AEG and CPI profitably. There can be no assurance that
the Company will effectively integrate Titley Spalding's artist management
operations into the Company's existing artist management and corporate
entertainment operations.
Competition. The entertainment industry is highly competitive and the
success of the Company's entertainment operations depends on its ability to
attract and promote popular and successful artists and events. Some of the
Company's competitors have been in existence for a substantially longer period
than Company, have greater financial, marketing, personnel and other resources
than the Company and are better established in markets where the Company may
look to expand.
RISKS ASSOCIATED WITH THE COMPANY'S SECURITIES
Shares Eligible for Future Sale. The Company has 8,462,869 shares of
Common Stock outstanding. Of these shares of Common Stock, 7,428,576 shares
(including the shares being offered hereby) are freely tradeable except for
shares held by "affiliates" of the Company. In addition, the Company has
outstanding (i) options to purchase up to 600,000 shares of Common Stock at
exercise prices ranging from $3.78 per share to $5.50 per share; (ii) warrants
to purchase up to 12,500 shares of Common Stock at an exercise price of $6.00
per share; (iii) 1,351,455 redeemable Common Stock purchase warrants (the
"Redeemable Warrants") with an exercise price of $6.25 per share; (iv) a warrant
to purchase up to 60,000 shares of Common Stock at an exercise price of $6.00
per share issued to Yee, Desmond, Schroeder & Allen, Inc. ("Yee Desmond") in
connection with the Company's initial public offering; (v) warrants to purchase
up to an aggregate of 120,000 units (the "Units"), each Unit consisting of two
shares of Common Stock and one Redeemable Warrant, issued to H.J. Meyers & Co.,
Inc. and Yee Desmond in connection with the Company's public offering in April
1996, having an exercise price of $15.50 per Unit, with the underlying
Redeemable Warrants having an exercise price of $7.75 per share; (vi) warrants
to purchase up to 130,000 shares of Common Stock at an exercise price of $4.20
per share issued to the placement agent in connection with the Company's public
offering in October 1997; and (vii) warrants to purchase up to 75,000 shares of
Common Stock at an exercise price of $4.375 per share issued equally to
Oppenheimer & Co., Inc. and Wheat First Butcher Singer in connection with the
Company's sale of The Village at Breckenridge Resort, located in Breckenridge,
Colorado. Sales by present stockholders of substantial amounts of Common Stock
in the public market pursuant to Rule 144 adopted under the Act, or otherwise,
or the availability of such shares for sale, could adversely affect prevailing
market prices and could impair the Company's future ability to raise capital
through the sale of its equity securities should it desire to do so.
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Risks Associated with Forward-Looking Statements Included in this
Prospectus. This Prospectus may contain certain forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934. Such statements are intended to be
covered by the safe harbors created by such provisions. These statements include
the plans and objectives of management for future growth of the Company,
including plans and objectives relating to the operation of AEG, the disposition
of the Breckenridge Resort and the consummation of future private and public
issuances of the Company's equity and debt securities. The forward-looking
statements included herein are based on current expectations that involve
numerous risks and uncertainties. The Company's plans and objectives are also
based on the assumptions that competitive conditions within the entertainment
and resort industries will not change materially or adversely and that there
will be no material adverse change in the Company's operations or business.
Assumptions relating to the foregoing involve judgments with respect to, among
other things, future economic, competitive and market conditions and future
business decisions, all of which are difficult or impossible to predict
accurately and many of which are beyond the control of the Company. Although the
Company believes that the assumptions underlying the forward-looking statements
are reasonable, any of the assumptions could be inaccurate and, therefore, there
can be no assurance that the forward-looking statements included in this
Prospectus will prove to be accurate. In light of the significant uncertainties
inherent in the forward-looking statements included herein, the inclusion of
such information should not be regarded as a representation by the Company or
any other person that the objectives and plans of the Company will be achieved.
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THE COMPANY
GENERAL
TBA Entertainment Corporation (the "Company") is a diversified
entertainment company. The Company currently produces live entertainment for
corporate meetings and special events ("Corporate Entertainment"), develops and
produces integrated music marketing programs for corporate clients
("Entertainment Marketing"), manages entertainers ("Artist Management") and
manages merchandising for concerts and sporting events ("Events Merchandising").
The Company's Corporate Entertainment, Entertainment Marketing and
certain of its Artist Management operations are currently conducted through AEG,
which the Company acquired in April 1997, and CPI, which the Company acquired in
August 1998. The Company's remaining Artist Management Operations are conducted
through its wholly-owned subsidiary, Titley Spalding, which the Company acquired
in June 1998. In 1997, AEG produced approximately 150 Corporate Entertainment
events for corporate clients, including events for Lucent Technologies, Northern
Telecom, State Farm, Microsoft and Toyota. AEG provides Entertainment Marketing
services through Warner/Avalon. In 1997, Warner/Avalon produced approximately 70
Entertainment Marketing events, including the Blockbuster RockFest ("RockFest")
and the Fruit of the Loom CountryFest ("CountryFest") events in June 1997, which
together were attended by over 400,000 people. Titley Spalding currently manages
Brooks & Dunn, Kathy Mattea and Chely Wright.
The Company conducts its Events Merchandising operations through a
wholly owned subsidiary, Eric Chandler Merchandising, Inc. ("ECM"). ECM is
primarily engaged in merchandising and sponsor procurement. ECM provides
merchandising activities, focusing primarily on serving large-scale
entertainment and sporting events and was the event merchandiser for the 1997
RockFest and CountryFest events.
The Company was incorporated in Tennessee in June 1993 and
reincorporated in Delaware in September 1997. The Company's executive offices
are located at 402 Heritage Plantation Way, Hickory Valley, Tennessee 38042, and
its telephone number is (901) 764-2300.
BUSINESS STRATEGY
The Company's strategy is to (i) grow its operations through strategic
acquisitions of businesses and assets in the entertainment industry, (ii)
integrate the acquired businesses and assets into its existing operations, (iii)
divest those assets that are less profitable or which are capital intensive, and
(iv) re-invest the capital received from such dispositions to grow the Company's
more profitable core entertainment operations, either through additional
acquisitions or internal capital expenditures.
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RECENT DEVELOPMENTS
On May 13, 1998, the Company sold its 51% interest in Avalon West Coast
("AWC"), a group of affiliated entities engaged primarily in amphitheater
operations on the West coast, to New York-based SFX Entertainment. The Company
received proceeds from the sale of its interest in AWC in the amount of
approximately $10,200,000, without giving effect to applicable transaction
costs. The Company plans to use such proceeds to expand the Company's core
entertainment operations pursuant to the Company's business strategy.
On June 18, 1998, the Company acquired Titley Spalding, an artist
management firm based in Nashville, Tennessee, for a maximum aggregate purchase
price of approximately $7,450,000. Titley Spalding began operations in 1983,
representing Country Music Association ("CMA") award-winning artist Terri Gibbs
and then newcomer Kathy Mattea, who has since been named twice as CMA's Female
Vocalist of the Year and achieved gold and platinum status. In 1991, Titley
Spalding signed new duo Brooks & Dunn, who today with record sales of more than
18 million, are the second largest selling music duo in music history following
Simon and Garfunkel. The Company believes that the acquisition of Titley
Spalding will not only enhance the Company's existing Artist Management
business, but will result in increased opportunities for the Entertainment
Marketing and Corporate Entertainment businesses due to the Company's ability to
direct corporate opportunities to Artist Management clients, as well as
customize entertainment marketing and merchandising programs for management
clients.
On June 24, 1998, the Company entered into a letter of intent to
acquire all of the issued and outstanding capital stock of Image Entertainment
Productions, Inc. ("Image") for an aggregate purchase price of $1,375,000. The
purchase price will be payable in cash, Common Stock and notes. Image is a
corporate marketing and corporate entertainment company based in Tempe, Arizona.
The Company expects to close the acquisition of Image on or around August 31,
1998.
On July 6, 1998, the Company entered into a binding letter agreement to
form a joint venture with Frank Productions, Inc., a concert producer
headquartered in Madison, Wisconsin. Frank Productions, Inc. was founded in 1965
and promotes and produces more than 130 shows per year throughout the U.S. and
Canada for artists including Alan Jackson, Brooks & Dunn, John Michael
Montgomery, Vince Gill, Pink Floyd, The Rolling Stones, U2 and Metallica, among
others. The joint venture will be known as "TBA/Frank" and will produce the
country music group Alabama's Inaugural Christmas Tour scheduled for December
1998 as its first tour.
On August 11, 1998, the Company acquired all of the outstanding equity
interests in Corporate Productions, Inc. ("CPI"), a privately-held,
Chicago-based corporate communications and entertainment company, for
$5,000,000. The purchase price was paid in a combination of cash, Common Stock
and notes. The Company expects that CPI will complement the Company's existing
-11-
<PAGE> 14
core entertainment operations by enhancing the Company's extensive service
offerings, particularly in the areas of corporate meeting production and
corporate special events, while also expanding the Company's geographic reach
and national and international client base. With accounts such as Motorola,
BellSouth, McDonald's and Harley-Davidson, CPI generates annual revenues of
approximately $20,000,000.
On August 12, 1998, the Company sold all of its interests in The
Village at Breckenridge Acquisition Corp., Inc. and Property Management
Acquisition Corp., Inc., the wholly-owned subsidiaries of the Company that own
the Village at Breckenridge Resort located in Breckenridge, Colorado, and the
associated property management business operating in Breckenridge (the
"Resort"), to Vail Summit Resorts, Inc., an affiliate of Vail Resorts, Inc., for
an aggregate purchase price of $34 million in cash. Consistent with its business
strategy, the Company plans to utilize the net proceeds from the sale of the
Resort to repay indebtedness associated with the Resort and to expand the
Company's core entertainment operations.
The Company will file separate Current Reports on Form 8-K relating to
the acquisition of Titley Spalding, the acquisition of CPI and the disposition
of the Resort.
USE OF PROCEEDS
The Selling Stockholders will receive all of the net proceeds from the
sale of the shares of Common Stock owned by such Selling Stockholders and
offered hereby. The Company will not receive any of the net proceeds from the
sale of such shares.
SELLING STOCKHOLDERS
The following table sets forth with respect to the Selling
Stockholders: (i) the name of each of the Selling Stockholders; (ii) the nature
of any position, office or other material relationship which the Selling
Stockholders have had within the past three years with the Company or any of its
predecessors or affiliates; (iii) the number of shares of Common Stock owned by
each Selling Stockholder as of August 28, 1998; and (iv) the number of shares of
each of the Selling Stockholders to be offered hereby.
<TABLE>
<CAPTION>
Number of
Shares
of Common Number of
Stock Shares
Owned as of Offered
Name and Relationship August 28, 1998 Hereby(1)
- ---------------------- --------------- ------
<S> <C> <C>
Jose F. Rosado (2)(6) 185,599 185,599
Louis Risi, Jr. (2) 3,193 3,193
Steven L. Risi (2)(7) 11,193 11,193
</TABLE>
-12-
<PAGE> 15
<TABLE>
<CAPTION>
Number of
Shares
of Common Number of
Stock Shares
Owned as of Offered
Name and Relationship August 28, 1998 Hereby(1)
- ---------------------- --------------- ------
<S> <C> <C>
FBMS Financial, Inc. (3) 11,142 11,142
Oklawaha Farms, Inc. (4) 135,183 135,183
Guttman & del Valle, P.A.,
Pension Trust (8) 1,059 1,059
Guttman & del Valle, P.A.,
Profit Sharing Trust (9) 1,984 1,984
Jeffrey S. McIntyre (2) 18,233 18,233
Mark vanHartesvelt (2) 18,233 18,233
Wick Investments, Inc. 15,214 15,214
Colorado Worldwide 4,302 4,302
Holdings Limited (5)
Danby Investments Ltd. 4,378 4,378
Maria L. Barquin (5) 1,000 1,000
Albert G. Rex (5) 2,151 2,151
Roger E. Rex (5) 2,151 2,151
-------- --------
Totals 415,015 415,015
</TABLE>
(1) After completion of the offering contemplated hereby, none of the Selling
Stockholders will own any shares of Common Stock (assuming that all shares
of Common Stock that may be offered hereby are sold, and assuming that the
Selling Stockholders do not acquire any additional shares of Common Stock
subsequent to August 28, 1998).
(2) The Selling Stockholder is a director of the Company.
(3) Frank Bumstead and Charles Flood, directors of the Company, control the
Selling Stockholder.
(4) Louis Risi, Jr., a director of the Company, controls the Selling
Stockholder.
(5) Represents shares of Common Stock to be acquired by the Selling
Stockholder upon exercise of a Warrant.
(6) Includes 2,033 shares of Common Stock to be acquired by the Selling
Stockholder upon exercise of a Warrant.
(7) Includes 508 shares of Common Stock to be acquired by the Selling
Stockholder upon exercise of a Warrant.
(8) Includes 152 shares of Common Stock to be acquired by the Selling
Stockholder upon exercise of a Warrant.
(9) Includes 203 shares of Common Stock to be acquired by the Selling
Stockholder upon exercise of a Warrant.
-13-
<PAGE> 16
PLAN OF DISTRIBUTION
The shares of Common Stock offered hereby may be sold from time to time
by the Selling Stockholders, or by pledgees, donees, transferees or other
successors in interest. Such sales may be made on the Nasdaq National Market or
on any exchange on which the Common Shares are then traded, in the
over-the-counter market, or otherwise at prices and at terms then prevailing or
at prices related to the then current market price, or in negotiated
transactions. The shares of Common Stock offered hereby may be sold in one or
more of the following transactions: (a) a block trade in which the broker or
dealer so engaged will attempt to sell the shares as agent but may position and
resell a portion of the block as principal to facilitate the transaction; (b)
purchases by a broker or dealer as principal and resale by the broker or dealer
for its account pursuant to this Prospectus; (c) an exchange distribution in
accordance with the rules of the exchange; and (d) ordinary brokerage
transactions and transactions in which the broker solicits purchasers. In
effecting sales, brokers or dealers engaged by the Selling Stockholders may
arrange for other brokers or dealers to participate. Any broker or dealer to be
utilized by a Selling Stockholder will be selected by such Selling Stockholder.
Brokers or dealers will receive commissions or discounts from Selling
Stockholders in amounts to be negotiated immediately prior to the sale. These
brokers or dealers and any other participating brokers or dealers, as well as
certain pledgees, donees, transferees and other successors in interest, may be
deemed to be "underwriters" within the meaning of Section 2(11) of the
Securities Act in connection with the sales. In addition, any securities covered
by this Prospectus that qualify for sale pursuant to Rule 144 under the
Securities Act may be sold under Rule 144 rather than pursuant to this
Prospectus.
Upon the Company being notified by a Selling Stockholder that any
material arrangement has been entered into with a broker-dealer for the sale of
shares of Common Stock through a block trade, special offering, exchange
distribution or secondary distribution or a purchase by a broker or dealer, a
supplemental prospectus will be filed, if required, pursuant to Rule 424(c)
under the Securities Act, disclosing (i) the name of each such Selling
Stockholder and of the participating broker-dealer(s), (ii) the number of shares
involved, (iii) the price at which such shares were sold, (iv) the commissions
paid or discounts or concessions allowed to such broker-dealer(s), where
applicable, (v) that such broker-dealer(s) did not conduct any investigation to
verify the information set out or incorporated by reference in this Prospectus
and (vi) other facts material to the transaction.
The Selling Stockholders reserve the sole right to accept and, together
with any agent of the Selling Stockholders, to reject in whole or in part any
proposed purchase of the shares of Common Stock offered hereby. The Selling
Stockholders will pay any sales commissions or other seller's compensation
applicable to such transactions.
-14-
<PAGE> 17
To the extent required, the number of shares to be sold, purchase
prices, public offering prices, the names of any agents, dealers or
underwriters, and any applicable commissions or discounts with respect to a
particular offer will be set forth by the Company in a prospectus supplement
accompanying this Prospectus or, if appropriate, a post-effective amendment to
the Registration Statement. The Selling Stockholders and agents who execute
orders on their behalf may be deemed to be underwriters as that term is defined
in Section 2(11) of the Securities Act and a portion of any proceeds of sales
and discounts, commissions or other seller's compensation may be deemed to be
underwriting compensation for purposes of the Securities Act.
Offers or sales of the shares of Common Stock offered hereby have not
been registered or qualified under the laws of any country, other than the
United States. To comply with certain states' securities laws, if applicable,
the shares of Common Stock offered hereby will be offered or sold in such
jurisdictions only through registered or licensed brokers or dealers. In
addition, in certain states the shares of Common Stock offered hereby may not be
offered or sold unless they have been registered or qualified for sale in such
states or an exemption from registration or qualification is available and is
complied with.
Under applicable rules and regulations under the Exchange Act, any
person engaged in a distribution of Common Stock may not simultaneously engage
in market-making activities with respect to such Common Stock for a period of
two to nine business days prior to the commencement of such distribution. In
addition to and without limiting the foregoing, each Selling Stockholder and any
other person participating in a distribution will be subject to applicable
provisions of the Exchange Act and the rules and regulations thereunder,
including without limitation, Rules 10b-2, 10b-6 and 10b-7, which provisions may
limit the timing of purchases and sales of any Common Stock by the Selling
Stockholders or any such other person. All of the foregoing may affect the
marketability of the Common Stock and the brokers' and dealers' ability to
engage in market-making activities with respect to the Common Stock.
The Company will pay substantially all of the expenses incident to the
registration of the shares of Common Stock offered hereby, estimated to be
approximately $5,000.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby will be
passed upon for the Company by Winstead Sechrest & Minick P.C., Dallas, Texas.
EXPERTS
The audited financial statements incorporated by reference in this
prospectus and elsewhere in the registration statement have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
report with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in giving said report.
-15-
<PAGE> 18
No dealer, salesperson or any other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus in connection with the offer made by this Prospectus and, if given or
made, such information or representations must not be relied upon as having been
authorized by the Company or the Selling Stockholders. This Prospectus does not
constitute an offer to sell, or a solicitation of an offer to buy, the
securities offered hereby in any jurisdiction in which such offer or
solicitation is not authorized, or to any person to whom it is unlawful to make
such offer or solicitation. Neither the delivery of this Prospectus nor any sale
made hereunder shall, under any circumstances, create any implication that any
information contained therein is correct as of any time subsequent to the date
hereof.
-------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Available Information ........................................ 2
Incorporation of Certain Documents by Reference .............. 2
Risk Factors.................................................. 4
The Company................................................... 10
Use of Proceeds............................................... 12
Selling Stockholders.......................................... 12
Plan of Distribution ......................................... 14
Legal Matters................................................. 15
Experts....................................................... 15
</TABLE>
415,015 Shares
TBA ENTERTAINMENT
CORPORATION
Common Stock, $.001 Par Value
-------------
PROSPECTUS
-------------
August 28, 1998
<PAGE> 19
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated expenses payable by the Company in connection with the
registration of the Common Stock offered hereby are as follows:
<TABLE>
<S> <C>
SEC registration fee....................................$ 499.28
Legal fees and expenses.................................$3,000.72
Accounting fees and expenses............................$1,500.00
--------
Total..............................................$5,000.00
========
</TABLE>
All expenses (other than discounts and commissions incurred in
effecting any sales of shares of Common Stock offered hereby), including,
without limitation, those itemized above, shall be borne by the Company;
provided, however, that (i) discounts and commissions attributable to sales by
the Selling Stockholders shall be borne by the Selling Stockholders, and (ii)
the fees of any attorneys, accountants or other professionals retained by the
Selling Stockholders shall be paid by the Selling Stockholders.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Delaware General Corporation Law (the "DGCL") provides that a
corporation's certificate of incorporation may contain a provision which,
subject to the limitations described below, would limit or eliminate a
director's personal liability to the corporation or its stockholders for
monetary damages for breach of his or her fiduciary duty. The DGCL prohibits the
limitation of liability of a director (i) for breaches of the duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions not in good
faith or that involve intentional misconduct or a knowing violation of law,
(iii) for transactions from which the director derived an improper personal
benefit, or (iv) for the payment of unlawful dividends or expenditures of funds
for unlawful stock purchases or redemptions. The Company's Certificate of
Incorporation eliminates liability for monetary damages for breach of a
director's fiduciary duty to the fullest extent possible under Delaware law.
The DGCL permits a corporation to indemnify its directors, officers and
employees. The DGCL allows for indemnification if the person acted in good faith
and in a manner he or she believed to be in, or at least not opposed to, the
best interests of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe the conduct was unlawful. Under
the DGCL, indemnification of officers, directors and employees is permissive;
however, a director, officer, employee or agent of a corporation must be
indemnified against expenses if he or she is successful on the merits or
otherwise in defense of any action, suit or proceeding to which he or she was
made a party by reason of the fact that he or she is or was a director, officer,
employee
II-1
<PAGE> 20
or agent of the corporation, unless otherwise set forth in the corporation's
certificate of incorporation. A corporation may not indemnify a director or
officer of the corporation in connection with a proceeding by or in the right of
the corporation in which the director, officer, employee or agent was adjudged
liable to the corporation pursuant to the DGCL. The DGCL does, however, permit
indemnification in such a case if the Delaware Court of Chancery or the court in
which such action or suit was brought determines that the person is fairly and
reasonably entitled to indemnification. The Company's Certificate of
Incorporation does not limit indemnification of directors, officers and
employees.
ITEM 16. EXHIBITS.
(a) Exhibits. See attached Exhibit Index.
(b) Financial Statement Schedules. None.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933 (the "Securities Act");
(ii) to reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the
information in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement;
(iii) to include any additional or changed material
information on the plan of distribution;
provided, however, that paragraphs (1)(i) and (1)(ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by the registrant pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the
II-2
<PAGE> 21
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the small
business issuer has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the small business issuer of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the small business issuer
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
II-3
<PAGE> 22
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Hickory Valley, State of Tennessee, on August 24,
1998.
TBA ENTERTAINMENT CORPORATION
By: /s/ Thomas Jackson Weaver III
---------------------------------
Thomas Jackson Weaver III
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Thomas J. Weaver III and Bryan J.
Cusworth, or either of them, his true and lawful attorney-in-fact and agent,
with full power of substitution, for him and on his behalf and in his name,
place and stead, in any and all capacities, to sign, execute, and file any and
all documents relating to this Registration Statement, including any and all
amendments, post-effective amendments, exhibits and supplements thereto, with
any regulatory authority, granting unto said attorneys, and each of them, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises in order to effectuate the same
as fully to all intents and purposes as he himself might or could do if
personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done.
II-4
<PAGE> 23
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- -------------------------------------------- ----------------------------------- ---------------
<S> <C> <C>
/s/ Thomas Jackson Weaver III Chairman of the Board and Chief August 21, 1998
- -------------------------------------------- Executive Officer and (Principal
Thomas Jackson Weaver III Executive and Financial
Officer)
/s/ Bryan J. Cusworth Chief Financial Officer (Principal August 21, 1998
- -------------------------------------------- Accounting Officer)
Bryan J. Cusworth
- -------------------------------------------- Director August 21, 1998
Prab Nallamilli
/s/ Frank Bumstead Director August 21, 1998
- --------------------------------------------
Frank Bumstead
/s/ Charles Flood Director August 21, 1998
- --------------------------------------------
Charles Flood
/s/ Jeffrey McIntyre Director August 21, 1998
- --------------------------------------------
Jeffrey McIntyre
/s/ Frank A. McKinnie Weaver, Sr. Director August 21, 1998
- --------------------------------------------
Frank A. McKinnie Weaver, Sr.
/s/ Louis J. Risi, Jr. Director August 21, 1998
- --------------------------------------------
Louis J. Risi, Jr.
/s/ Steven L. Risi Director August 21, 1998
- --------------------------------------------
Steven L. Risi
/s/ Jose F. Rosado Director August 21, 1998
- --------------------------------------------
Jose F. Rosado
/s/ Mark van Hartesvelt Director August 21, 1998
- --------------------------------------------
Mark van Hartesvelt
- -------------------------------------------- Director August 21, 1998
Kyle Young
</TABLE>
II-5
<PAGE> 24
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Number Description of Document
-------------- -----------------------
<S> <C> <C>
4.1 -- Specimen Common Stock Certificate.(1)
4.2 -- Paragraph 6 of the Charter of the Company.(1)
4.3 -- Specimen Warrant Certificate.(2)
5.1 -- Opinion of Winstead Sechrest & Minick P.C.
23.1 -- Consent of Arthur Andersen LLP.
23.2 -- Consent of Winstead Sechrest & Minick P.C. (included in
Exhibit 5.1).
24.1 -- Power of Attorney (included in Page II-4 of this Registration
Statement).
</TABLE>
(1) Incorporated by reference to the same exhibit number in the Company's
Registration Statement on Form SB-2 (Registration No. 33-69944).
(2) Incorporated by reference to the same exhibit number in the Company's
Registration Statement on Form SB-2 (Registration No. 33-97890).
II-6
<PAGE> 1
EXHIBIT 5.1
[LETTERHEAD OF WINSTEAD SECHREST & MINICK P.C.]
Direct Dial: (214) 745-5280
[email protected]
August 27, 1998
TBA Entertainment Corporation
402 Heritage Plantation Way
Hickory Valley, Tennessee 38042
Gentlemen:
We have acted as counsel for TBA Entertainment Corporation, a Delaware
corporation (the "Company"), in connection with the offer and sale by certain
stockholders of the Company (the "Selling Stockholders") of 415,015 shares (the
"Stockholder Shares") of the common stock, par value $0.001 per share (the
"Common Stock"), of the Company pursuant to the Company's Registration Statement
on Form S-3 being filed with the Securities and Exchange Commission (the
"Registration Statement"). This Opinion Letter is delivered in accordance with
the requirements of Item 601(b)(5) of Regulation S-B under the Securities Act of
1933, as amended.
We have examined originals, or copies identified to our satisfaction as
being true copies, of (a) the Company's Certificate of Incorporation and all
amendments thereto, (b) the Company's Bylaws, as amended, (c) minutes of
meetings or unanimous consents in lieu of meetings of the Company's board of
directors and stockholders, and (d) such other corporate records and documents,
certificates of corporate and public officials and statutes as we have deemed
necessary for the purpose of this opinion.
Based upon such examination and in reliance thereon, we are of the opinion
that the Stockholder Shares are validly issued, fully paid, and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement. We also consent to the reference to our firm under the
heading "Legal Matters" in the Registration Statement. In giving such consent,
we do not thereby admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act.
Yours very truly,
WINSTEAD SECHREST & MINICK P.C.
By: /s/ Randall E. Roberts
----------------------------
Randall E. Roberts
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
April 10, 1998 included in TBA Entertainment Corporation's Form 10-KSB for the
year ended December 31, 1997 and to all references to our firm included in this
registration statement.
ARTHUR ANDERSEN LLP
Los Angeles, California
August 27, 1998
