<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
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.)
16501 VENTURA BOULEVARD
ENCINO, CALIFORNIA 91436
(Address of principal executive offices) (Zip Code)
(818) 728-2600
(Issuer's telephone number, including area code)
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. [ ]
The aggregate market value of the voting stock held by non-affiliates
of the registrant (based on the closing sale price of such stock as reported on
March 17, 2000 on the Nasdaq National Market of the National Association of
Securities Dealers, Inc.) was approximately $27,452,000.
As of March 17, 2000, 8,101,800 shares of the registrant's Common Stock were
outstanding.
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EXPLANATORY NOTE
This Form 10-K/A is being filed in order to amend and restate in their
entirety Items 10, 11, 12 and 13 of the Registrant's Form 10-K for the fiscal
year ended December 31, 1999.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The following table sets forth certain information regarding the
directors and executive officers of the Company:
<TABLE>
<CAPTION>
Held
Name Age Position Since
---- --- -------- -----
<S> <C> <C> <C>
Thomas J. Weaver III 42 Chairman of the Board, Chief Executive June 1993
Officer and President
Bryan J. Cusworth 40 Executive Vice President, Chief Financial September 1996
Officer and Treasurer
Frank Bumstead 58 Director June 1993
Charles Flood 55 Director May 1995
Joseph C. Galante 50 Director October 1998
Prab Nallamilli 51 Director June 1993
Louis J. Risi, Jr. 63 Director April 1996
Steven L. Risi 44 Director April 1996
Frank A. McKinnie Weaver, Sr. 39 Director/Secretary June 1993
Kyle Young 44 Director March 1996
Thomas Miserendino 50 Executive Vice President, Chief Operating
Officer 1999, 1998
Greg M. Janese 41 Executive Vice President 1999
Marc W. Oswald 42 Executive Vice President 1999
Robert R. Titley 44 Executive Vice President 1999
</TABLE>
Thomas J. Weaver III 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 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 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.
Frank Bumstead has been President and a principal stockholder of Flood,
Bumstead, McCready & McCarthy, Inc., a business management firm which represents
the financial interests of artists, song writers and producers in the music
industry since 1989. From 1993 until 1999, he served as Chairman and Chief
Executive Officer, and was a principal stockholder, of FBMS Financial, Inc., a
registered investment advisor under the Investment Company Act of 1940. 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 American Retirement Corp. and Syntroleum, Inc.
Charles Flood has been the Chairman of the Board and a principal
stockholder of Flood, Bumstead, McCready & McCarthy, Inc., a business management
firm which represents the financial interests of artists, song writers and
producers in the music industry since 1989. 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.
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Joseph C. Galante has been the Chairman of RCA Label GroupRLG/Nashville
since 1995. From 1990 to 1994, Mr. Galante served as President of the RCA
Records Label/US. From 1982 through 1991, Mr. Galante served as President of RCA
Records/Nashville. Mr. Galante is a director of First American National Bank
Advisory Board, Leadership Music and the Country Music Association. He is also
Chairman of the T.J. Martell Foundation.
Prab Nallamilli has owned and operated restaurants in London and has
served as a consultant in the restaurant industry since 1991. 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.
For more than the past five years, Louis J. Risi, Jr. 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 member of the Executive
Committee of Norin Corp.; 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; and Director of
Corporate Foods, 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 has served as the Chief Financial Officer of Risi
Holdings Group, which owns and operates several privately-held companies, since
1989. He also served as trustee and personal adviser to the beneficiary of the
Bruce A. Norris Trust, Wendy G. Norris, from 1988 to 1997. 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.
Frank A. McKinnie Weaver, Sr. has served as Vice President,
Correspondent Banking, of First Tennessee Bank, N.A., since 1999. Prior to
joining First Tennessee Bank, Mr. Weaver served as Vice President, Correspondent
Banking at National Bank of Commerce (NBC), Memphis, Tennessee. Mr. Weaver
served at NBC for five (5) years prior to joining First Tennessee Bank. Prior to
NBC, Mr. Weaver served The Whiteville Bank from 1985 to 1994, leaving that
institution as Vice President and Director to join NBC in Memphis, Tennessee.
Mr. Weaver is also a Director of Heritage Trust Company and is President of
Heritage Farms of Hickory Valley, Inc. Mr. Weaver is the brother of Thomas J.
Weaver III.
Kyle Young has been the Deputy Director of the Country Music Foundation
(the "CMF") since 1985. From 1975 to 1985, Mr. Young was employed by the CMF in
various 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.
Thomas Miserendino is currently Executive Vice President and Chief
Operating Officer of the Company and head of the Company's Merchandising
division. From 1986 until 1998, Mr. Miserendino was the President and Chief
Operating Officer of Eric Chandler Ltd. and Eric Chandler Merchandising, and was
Vice President and a Director of New Avalon, Inc. (d/b/a Avalon Attractions).
Prior to his employment with Avalon and Eric Chandler, Mr. Miserendino was
employed by the Concerts West, American Broadcasting Company and Ernst & Young.
Mr. Miserendino is a certified public accountant.
Greg M. Janese currently serves as an Executive Vice President of the
Company. He has led the Company's Corporate Communications and Entertainment
division since April 1997, when the Company acquired Avalon Entertainment Group,
Inc. ("AEG"). Mr. Janese has over 20 years of experience in the entertainment
industry. From 1993 to 1997, he served as President of AEG. He co-founded The
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Entertainment Group, a Nashville based concert promotion and production company
and the predecessor to AEG, in 1989. In 1987, Mr. Janese founded World Class
Productions, a corporate production firm partnered with Barbara Mandrell. Prior
to that, Mr. Janese was involved in various capacities with artist promotions,
public relations, and booking and producing talent for corporate meeting and
special events.
Marc W. Oswald currently serves as an Executive Vice President of the
Company. Mr. Oswald has twenty years of production, promotion and entertainment
marketing experience and is a creative director for the Company's Entertainment
Marketing and Special Events division. Mr. Oswald's contributions to the country
music industry were recognized by the Country Music Association in 1996 when he
received the "Founding President's Award," and again in 1997 when the Country
Music Association awarded CountryFest '97 as the "Event of the Year." Mr. Oswald
serves on the Board of Directors of the Country Music Association and the TJ
Martell Foundation.
Robert R. Titley currently serves as an Executive Vice President of the
Company. He has served as the head of the Company's Artist Management division
since June 1998 when the Company acquired Titley Spalding & Associates, LLC.
Since 1979, Mr. Titley has been engaged in the artist management business, and
operated his own management company from 1983 until 1998. Titley Spalding &
Associates, LLC was awarded the Country Music Association's Manager of the Year
award in 1996. Mr. Titley has represented numerous artists during his career,
including Brooks & Dunn, Kathy Mattea and Chely Wright.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires that Company directors, executive officers and persons who own more
than 10% of the outstanding Common Stock file initial reports of ownership and
reports of changes in ownership of Common Stock with the Securities and Exchange
Commission (the "SEC"). Officers, directors and stockholders who own more than
10% of the outstanding Common Stock are required by the SEC to furnish the
Company with copies of all Section 16(a) reports they file.
To the Company's knowledge, based solely on the review of the copies of
such reports furnished to the Company and written representations that no other
reports were required during the year ended December 31, 1999, all officers,
directors and 10% stockholders complied with all applicable Section 16(a) filing
requirements.
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ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth the total compensation paid or accrued
by the Company for the three years ended December 31, 1999 on behalf of each of
the executive officers of the Company.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation
Name and ---------------------- ------------
Principal Position Year Salary Bonus Options(#)
------------------ ---- ------ ----- -----------
<S> <C> <C> <C> <C>
Thomas J. Weaver III 1999 $225,000 $ -0- -0-
Chairman of the Board, 1998 125,000 100,000 375,000(1)
President and Chief 1997 125,000 -0- 200,000
Executive Officer
Bryan J. Cusworth 1999 150,000 -0- -0-
Executive Vice President, 1998 87,500 50,000 120,000(2)
Chief Financial Officer, Treasurer 1997 87,500 -0- 70,000(3)
Thomas Miserendino(4) 1999 175,000 -0- -0-
Executive Vice President, Chief 1998 203,125 -0- -0-
Operating Officer 1997 116,763 -0- -0-
Greg M. Janese(5) 1999 175,000 -0- -0-
Executive Vice President 1998 150,000 156,650 -0-
1997 34,247 -0- -0-
Marc W. Oswald(5) 1999 150,000 -0- -0-
Executive Vice President 1998 150,000 156,650 -0-
1997 34,247 -0- -0-
Robert R. Titley(6) 1999 150,000 -0- -0-
Executive Vice President 1998 68,750 -0- -0-
</TABLE>
- -----------------
(1) Includes options to purchase 250,000 shares which were originally granted
as compensation for 1996 and were repriced in 1998.
(2) Includes (a) options to purchase 50,000 shares which were granted to Mr.
Cusworth in lieu of $70,000 salary in 1998 and (b) options to purchase
20,000 shares which were originally granted in 1997 and were repriced in
1998.
(3) Includes options to purchase 20,000 shares which were repriced in 1998 and
are therefore listed as compensation for both 1997 and 1998.
(4) Mr. Miserendino became an employee of the Company in July 1997.
(5) Messrs. Janese and Oswald became employees of the Company in April 1997.
(6) Mr. Titley became an employee of the Company in June 1998.
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The following table sets forth information with respect to stock
options held by the executive officers of the Company on December 31, 1999. The
closing price for the Company's Common Stock on December 31, 1999 was $5.3125.
None of the executive officers exercised any stock options during 1999.
AGGREGATED FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Name and Options at FY-End at FY-End
Principal Position Exercisable/Unexercisable Exercisable/Unexercisable
------------------ ------------------------- -------------------------
<S> <C> <C>
Thomas J. Weaver III..................... 575,000 / -0- $614,687 / $ -0-
Chairman of the Board,
President and Chief
Executive Officer
Bryan J. Cusworth ....................... 114,000 / 56,000 $152,705 / $85,820
Executive Vice President,
Chief Financial Officer,
Treasurer
Thomas Miserendino....................... -0- / -0- -0- / -0-
Executive Vice President,
Chief Operating Officer
Greg M. Janese........................... -0- / -0- -0- / -0-
Executive Vice President
Marc W. Oswald........................... -0- / -0- -0- / -0-
Executive Vice President
Robert R. Titley......................... -0- / -0- -0- / -0-
Executive Vice President
</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
provided for an initial annual base salary of $125,000. In March 1999, the Board
approved an annual base salary of $225,000 for Mr. Weaver. The agreement also
provides for 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.
The Company has entered into employment agreements with Greg M. Janese
and Marc W. Oswald, each for an original term commencing on April 21, 1997 and
continuing through December 31, 2002. The term of each agreement was extended to
April 30, 2003 pursuant to modification agreements entered into with each of Mr.
Janese and Mr. Oswald in April 2000. Other terms of the agreements were modified
pursuant to such modification agreements and the Company paid each of Mr. Janese
and Mr. Oswald $50,000 in consideration of such modifications. The substantive
terms of each of the agreements, as amended, are identical. The agreements
provide for an annual base salary of $150,000. In addition, Mr. Janese and Mr.
Oswald are entitled to participate in applicable incentive plans established by
the Company. Each of Mr. Janese and Mr. Oswald waived all rights to incentive
compensation under the previous terms of the agreements for all prior periods
pursuant to the modification agreements. If the Company terminates the
employment of Mr. Janese or Mr. Oswald without cause, or if Mr. Janese or Mr.
Oswald terminates his employment for good reason, he will be entitled to (i) one
payment equal to the highest total compensation (base salary and bonus) in a
prior calendar year for the lesser of the unexpired term of the agreement or two
years, and (ii) incentive compensation for the portion of the year in which he
was employed. "Cause" is defined to include failure to perform his duties to the
Company, breach of the agreement, fraud, embezzlement, conviction of certain
serious crimes, conduct harmful to the Company
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and failure of either Mr. Janese or Mr. Oswald to achieve certain performance
objectives. "Good reason" is defined to include a material breach of the
agreement by the Company which remains uncured for 30 days after receipt of
written notice of breach. The agreements contain certain covenants by each of
Mr. Janese and Mr. Oswald not to compete with the business of the Company both
during the term of employment and for a period of two years following the
termination of employment.
The Company has entered into an employment agreement with Robert R.
Titley for a term commencing on June 18, 1998 and continuing through May 31,
2003. The agreement provides for an annual base salary of $150,000 and the
granting of stock options at the discretion of the Company. If the Company
terminates the employment of Mr. Titley without cause, or if Mr. Titley
terminates his employment for good reason, he will be entitled to one payment in
an amount equal to the lesser of $300,000 or the base salary payable for the
remaining term of the agreement. "Cause" is defined to include failure of Mr.
Titley to perform his duties to the Company, breach of the agreement, fraud,
embezzlement, conviction of certain serious crimes, conduct harmful to the
Company and failure of the Company to achieve certain performance objectives.
"Good reason" is defined to include a material breach of the agreement by the
Company which remains uncured for 30 days after receipt of written notice of
breach, the relocation of Mr. Titley away from Nashville, Tennessee, the
assignment to Mr. Titley of duties inconsistent with his defined role in the
Company and termination of Mr. Titley's employment for any reason within six
months following a change in control of the Company.
COMPENSATION OF DIRECTORS
Directors who are officers and 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.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No person who served as a member of the Company's Compensation
Committee during 1999 (i) was an officer or employee of the Company during such
year, (ii) was formerly an officer of the Company or (iii) was a party to any
material transaction set forth under "Certain Relationships and Transactions."
No executive officer of the Company served as a member of the
compensation or similar committee or board of directors of any other entity of
which an executive officer served on the Compensation Committee or Board of
Directors of the Company.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth as of April 24, 2000 certain information
with respect to the beneficial ownership of the Company's Common 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 of the Company, (ii) each of the
Company's directors and nominees for director, (iii) each of the Company's
executive officers and (iv) all directors and executive officers of the Company
as a group. Unless otherwise indicated, each of the stockholders listed below
has sole voting and investment power with respect to the shares of Common Stock
beneficially owned. None of the stockholders listed below beneficially owns any
shares of the Company's Series A Preferred Stock.
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<TABLE>
<CAPTION>
Common Stock
---------------------------
Number of
Shares
Beneficially Percent of
Name and Address (1) Owned Total
- --------------------------- ------------ ----------
<S> <C> <C>
Thomas Jackson Weaver III 1,507,839(2) 14.1%
Frank Bumstead 24,958 *
Charles Flood 24,958 *
Joseph C. Galante 5,000 *
Prab Nallamilli 240 *
Louis Risi, Jr. 142,516(3) 1.8%
Steven L. Risi 20,685(3) *
Frank A. McKinnie Weaver, Sr. 50,000 *
Kyle Young 0 *
Bryan J. Cusworth 128,000(4) 1.6%
Thomas Miserendino 60,492(5) *
Greg M. Janese 177,460 2.2%
Marc W. Oswald 96,648 1.2%
Robert R. Titley 131,250 1.6%
Dimensional Fund Advisors, Inc.(6) 605,800 7.5%
All executive officers and directors as a group
(14) persons(2)(3)(4)(5) 2,374,046 26.9%
</TABLE>
- ----------------------
* Less than 1%.
(1) The address for Mr. Thomas J. Weaver III is 402 Heritage Plantation Way,
Hickory Valley, Tennessee 38042; the address for Messrs. Bumstead and Flood
is 1700 Hayes Street, Suite 304, Nashville, Tennessee 37203; the address
for Mr. Galante is One Music Circle North, Nashville, Tennessee 37203; the
address for Mr. Nallamilli is Northmoor, Oakhill Avenue, Pinner Middlesex,
England HA53DL; the address for Messrs. Risi and Risi is 9200 South
Dadeland Blvd., Suite 705, Miami, Florida 33156; the address for Mr. Frank
A. McKinnie Weaver, Sr. is One Commerce Square, Memphis, Tennessee 38150;
the address for Mr. Young is 4 Music Square East, Nashville, Tennessee
37203; the address for Messrs. Cusworth and Miserendino is 16501 Ventura
Blvd., Suite 601, Encino, California 91436; the address for Messrs. Janese,
Oswald and Titley is 300 Tenth Avenue South, Nashville, Tennessee 37203;
the address for Mr. Titley is 300 Tenth Avenue South, Nashville, Tennessee
37203; and the address for Dimensional Fund Advisors, Inc. is 1299 Ocean
Avenue, 11th Floor, Santa Monica, California 90401.
(2) Includes (a) 575,000 shares issuable to Mr. Weaver upon the exercise of
outstanding stock options and (b) 157,986 shares held by the Katherine
McKinnie Weaver Trust and 98,194 shares held by the Katherine McKinnie
Weaver Trust II, of each of which Mr. Weaver is trustee.
(3) Includes 10,000 shares issuable to each of Messrs. Risi and Risi upon the
exercise of outstanding stock options.
(4) Includes 128,000 shares issuable to Mr. Cusworth upon the exercise of
outstanding stock options.
(5) Includes 10,000 shares issuable to Mr. Miserendino upon the exercise of
warrants to purchase Common Stock.
(6) Beneficial ownership information provided in a Schedule 13G filed by
Dimensional Fund Advisors, Inc. on February 3, 2000.
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
During 1998, the Company loaned Marc W. Oswald $250,000, which loan
bears interest at 6% per annum. The loan was initially secured by a pledge of
100,000 shares of Common Stock of the Company owned by Mr. Oswald. In October
1999, the Company agreed to release 65,000 of such shares and purchase such
shares from Mr. Oswald for a purchase price of $4.125 per share. Mr. Oswald used
a portion of the proceeds from such sale to reduce the amount outstanding under
the Loan. As of April 24, 2000, $200,000 remained outstanding under the loan.
The maturity date of the loan is August 17, 2000.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized in the city of Hickory Valley, Tennessee, on the 28th
day of April, 2000.
TBA ENTERTAINMENT CORPORATION
By: /s/ Thomas Jackson Weaver III
-----------------------------------
Thomas Jackson Weaver III
Chairman of the Board and
Chief Executive Officer
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