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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 31, 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
TBA ENTERTAINMENT CORPORATION
(Name of Small Business Issuer 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
(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, PAR VALUE $.001 PER SHARE
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
---
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
September 11, 1998 on The Nasdaq National Market of the National Association of
Securities Dealers, Inc.) was approximately $24,000,000.
As of September 11, 1998, 8,462,869 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 31, 1997.
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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>
Thomas Jackson Weaver III(3)............... 41 Chairman of the Board, Chief Executive
Officer and President
Bryan J. Cusworth.......................... 38 Chief Financial Officer
Prab Nallamilli............................ 48 Director
Jeffrey McIntyre........................... 48 Director
Mark van Hartesvelt........................ 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)........ 37 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. 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 resort, real estate and entertainment industries. Mr.
Cusworth is a Certified Public Accountant.
Prab Nallamilli. Mr. Nallamilli has served as a director of the Company
since inception. Since 1991, Mr. Nallamilli has owned and operated restaurants
in London and has served as a consultant in the restaurant industry. 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.
Mr. Nallamilli is also a director of Sunrise Diner, Limited.
Jeffrey McIntyre. Mr. McIntyre has served as a director of the Company
since April 1996. He served as Co-Managing Director of The Village at
Breckenridge Resort (the "Resort") from
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December 1994 until August 1998, when the Resort was sold by the Company. Since
August 1998, Mr. McIntyre has remained an employee of the Company. 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 served as Co-Managing Director of the Resort from
December 1994 until August 1998, when the Resort was sold by the Company. Since
August 1998, Mr. van Hartesvelt has remained an employee of the Company. . 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 stockholder, 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, and a director of First Union Bank of
Tennessee, American Retirement Corp. and 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 stockholder, 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.
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.
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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. 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 its inception. Mr. Weaver has served as Vice President,
Correspondent Banking, of National Bank of Commerce ("NBC"), a wholly-owned
subsidiary of National Commerce Bancorporation, since 1994. Prior to joining
NBC, Mr. Weaver served as Vice President and Director of Whiteville Bank from
1991 to 1994. Prior to joining NBC, Mr. Weaver served as Vice President and
Director of The Whiteville Bank from 1991 to 1994. Mr. Weaver is also a director
of Heritage Trust Company and Heritage Farms of Hickory Valley, Inc. 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 involved in the Country Music Association, the National
Academy of the Recording Arts and Sciences, the National Association 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.
Thomas J. Weaver III, the Company's Chairman of the Board, President
and Chief Executive Officer, was the only executive officer of the Company who
received annual salary and bonus in excess of $100,000 for the three years ended
December 31, 1997 (the "Named Executive Officer"). The following table sets
forth the total compensation paid or accrued by the Company on behalf of the
Named Executive Officer for the three years ended December 31, 1997.
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SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Compensation
Name and Principal ------------------------
Position Year Salary($) Bonus($)
------------------ ---- ------------- --------
<S> <C> <C> <C>
Thomas J. Weaver III............. 1997 $ 125,000 $ 0
Chairman of the Board, 1996 62,500 0
President and Chief 1995 125,000 0
Executive Officer
</TABLE>
To assist the Company's cash flow position, Mr. Weaver waived one-half
of his 1996 salary earned under his employment agreement. The Company has an
employment agreement with Mr.
Weaver. See "--Employment Agreements."
The following table sets forth information with respect to stock
options issued to the Named Executive Officer for the year ended December 31,
1997.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Number of Securities % of Total Options
Name and Principal Underlying Options Granted to Employees in
Position Granted Fiscal Year Exercise Price Expiration Date
------------------ -------------------- ----------------------- -------------- ---------------
<S> <C> <C> <C> <C>
Thomas J. Weaver III........ 250,000 92.6% $5.40 April 20, 2002
Chairman of the Board,
President and Chief
Executive Officer
</TABLE>
EMPLOYMENT 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.
COMPENSATION OF DIRECTORS
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 for each Board meeting
personally 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 September 11, 1998 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
outstanding shares of Common Stock, (ii) each of the Company's directors, (iii)
the Named Executive Officers and (iv) all
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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 and Preferred 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............ 1,382,839(2) 0 16.3% 0%
Prab Nallamilli...................... 0 240 0 *
Frank Bumstead....................... 36,100(3) 0 * 0
Charles Flood........................ 36,100(3) 0 * 0
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....................... 179,884(4) 0 2.1% 0
Mark van Hartesvelt.................. 18,233 0 * 0
Frank A. McKinnie Weaver, Sr......... 0 54,000 0 77.1%
Kyle Young........................... 0 0 0 0
Prophet Capital Management, Ltd.(5).. 419,050 0 5.0% 0
All executive officers and directors
as a group (12 persons)............ 1,820,253 54,240 21.5% 77.5%
</TABLE>
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* 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 Messrs. McIntyre and van Hartesvelt is 535 South
Park, Breckenridge, Colorado 80424; the address for Mr. Young is 4 Music
Square East, Nashville, Tennessee 37203; the address for Messrs. Risi,
Rosado and Risi is 2333 Ponce de Leon Blvd., Suite 650, Coral Gables,
Florida 33134; and the address for Prophet Capital Management, Ltd. is 5000
Plaza on the Lake Blvd., Suite 180, Austin, Texas 78746.
(2) Includes 450,000 shares issuable upon the exercise of outstanding stock
options and 256,180 shares held by the Katherine McKinnie Weaver Trust,
over which Mr. Weaver is trustee.
(3) Includes 11,142 shares held by a corporation over which Mr. Bumstead and
Mr. Flood share voting and investment power.
(4) Includes 10,000 shares issuable to each of Messrs. Risi, Rosado and Risi
upon the exercise of outstanding stock options.
(5) Beneficial ownership information provided in a Schedule 13G filed by
Prophet Capital Management, Ltd. on August 25, 1998.
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 21st day of September, 1998.
TBA ENTERTAINMENT CORPORATION
By: /s/ Thomas Jackson Weaver III
-------------------------------------
Thomas Jackson Weaver III
Chairman of the Board, Chief
Executive Officer and President
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