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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 31, 1997
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[ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F [ ] Transition Report on
[ ] Transition Report on Form 11-K Form N-SAR
For Period Ended:
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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:
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PART I. REGISTRANT INFORMATION
Full name of registrant TBA ENTERTAINMENT CORPORATION
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Former name if applicable NASHVILLE COUNTRY CLUB, INC.
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Address of principal executive office 402 HERITAGE PLANTATION WAY
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(street and number)
City, State and Zip Code HICKORY VALLEY, TN 38042
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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.
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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 is engaged in preliminary negotiations regarding certain
potential business transaction(s). No definitive agreement(s) have been signed
with respect to such transactions and no assurance can be given that any
definitive agreement(s) will be signed with respect to such transactions. In
light of the foregoing, the registrant believes that disclosure regarding any
such transaction(s) would be premature at this time and, accordingly, has not
made any public announcement(s) or disclosure(s) with respect to any such
matter(s). The registrant believes, however, that the occurrence of any such
transaction(s) would be material to the registrant's financial condition. The
registrant believes that it could not enter into definitive agreement(s)
regarding such potential transaction(s) and thereby file the Form 10-KSB
disclosing such transaction(s) within 90 days of the end of the registrant's
most recent fiscal year without unreasonable effort and expense. The registrant
anticipates entering into definitive agreements regarding such potential
transaction(s) on or before the 15th calendar day following the original due
date of the Form 10-KSB. Accordingly, the registrant believes that disclosure
regarding the potential transaction(s), if any, is advisable in the Form 10-KSB
but that the filing of the Form 10-KSB should be delayed until public disclosure
regarding such transactions is appropriate. The registrant believes that in
light of the foregoing, it could not file the Form 10-KSB within the prescribed
time period without unreasonable effort and expense. A statement of the
registrant's 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
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(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
TBA ENTERTAINMENT CORPORATION
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(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, 1998 By: /s/ Thomas Jackson Weaver III
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Thomas Jackson Weaver, III, Chief
Executive Officer
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
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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).
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EXHIBIT A
[LETTERHEAD OF ARTHUR ANDERSEN LLP]
March 31, 1998
The Audit Committee
TBA Entertainment Corporation
402 Heritage Plantation Way
Hickory Valley, Tennessee 38042
The Audit Committee
TBA Entertainment Corporation:
The Company is currently engaged in preliminary negotiations regarding certain
potential business transaction(s). The Company has not signed any definitive
agreement(s) with respect to such transactions as of March 31, 1998, but
anticipates entering into definitive agreements on or before April 15, 1998. The
disclosure and reporting of these potential transactions would be material to
the Company's consolidated financial statements and therefore preparation of
the Company's consolidated financials after the execution of definitive
agreement(s) will result in more meaningful financial statements regarding the
operations of the Company.
As a result, additional time is necessary in order to determine and disclose
the impact of these potential transactions. We anticipate completing the
additional procedures necessary to review the financial statements and
disclosures prepared by the Company with respect to these potential
transactions 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
