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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
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WESTERN COUNTRY CLUBS, INC.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
958054 10 8
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(CUSIP Number)
Troy H. Lowrie
1601 West Evans
Denver, Colorado 80223
(303) 934-2424
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 9, 1996
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-l(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13a-l(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes)
SEC 1746 (12-91)
<PAGE>
SCHEDULE 13D
CUSIP No. 958054 108 PAGE 2 OF 6 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR l.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TROY H. LOWRIE
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO [ ]
ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7 SOLE VOTING POWER
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NUMBER OF | | SOLE VOTING POWER
SHARES | | 1,538,800
BENEFICIALLY |-----------------------------------------------------------------
OWNED BY | | SHARED VOTING POWER
EACH | |
REPORTING |-----------------------------------------------------------------
WITH | | SOLE DISPOSITIVE POWER
| | 1,538,800
|-----------------------------------------------------------------
| | SHARED DIPOSITIVE POWER
| |
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,538,800
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.2%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 958054 108 PAGE 3 OF 4 PAGES
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Item 1: SECURITY AND ISSUER
Common Stock, $.01 par value
WESTERN COUNTRY CLUBS, INC.
1601 West Evans
Denver, colorado 80223
Item 2: IDENTITY AND BACKGROUND
(a) The Reporting Person is Troy H. Lowrie.
(b) The mailing address and principal business address of the Reporting
Person is:
Troy H. Lowrie
1601 West Evans
Denver, Colorado 80223
(c) Reporting Person is the President and a director of the Issuer.
(d) During the last five years, the Reporting Person has not been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) During the last five years, the Reporting Person has not been a party
to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violations with
respect to such laws.
(f) Reporting Person is a citizen of the United States.
<PAGE>
CUSIP No. 958054 108PAGE PAGE 4 OF 6 PAGES
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Item 3. Source and Amount of Funds or Other Consideration
In April 1996, Mr. Lowrie gifted a total of 75,000 shares to three
persons.
In June 1996, Mr. Lowrie sold 30,000 shares to one person in
consideration of a promissory note in the principal amount of $60,000.
The 30,000 shares and other property were pledged as collateral under
the note.
On July 23, 1996, Mr. Lowrie was granted 82,000 shares under the
Issuer's 1995 Employee Stock Compensation Plan, valued at $3.50 per
share.
On August 6, 1996, Mr. Lowrie sold 10,000 shares to one person for a
total of $25,000.
As a result of the foregoing transactions, Mr. Lowrie currently owns
1,538,800 shares.
Item 4. Purpose of Transaction
The Issuer filed a Form 8-K dated August 26, 1996 disclosing, among
other things, that Mr. Lowrie is negotiating to sell a substantial portion
of his shares in the Issuer in a private transaction pursuant to a Letter
of Intent. The sale contemplates that new directors and new management of
the Issuer will be chosen by the purchasers of Mr. Lowrie's shares. The
Letter of Intent has been renegotiated and at this time neither Mr. Lowrie
nor the Issuer can predict whether the sale of Mr. Lowrie's shares will be
consummated.
Except as otherwise stated herein, the Reporting Person has no plans
or proposals which relate to or would result in:
(a) The acquisition by any person of additional securities of the Issuer,
or the disposition of securities of the Issuer;
<PAGE>
CUSIP No. 958054 108 PAGE 5 OF 6 PAGES
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(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or any
of its subsidiaries;
(d) Any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or term
of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy
of the Issuer;
(f) Any other material change in the Issuer's business or corporate
structure;
(g) Changes in the Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control
of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted from a
national securities exchange or cease to be authorized to be quoted in
an inter-dealer quotation system of a registered national securities
association;
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934, as amended; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in the Securities of the Issuer
(a) The Reporting Person beneficially owns 1,538,800 shares, representing
48.2% of the Issuer's outstanding common stock as of September 17,
1996.
<PAGE>
CUSIP No. 958054 108 PAGE 6 OF 6 PAGES
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(b) The Reporting Person has sole power to vote or to direct the vote and
sole power to dispose or direct the disposition of all 1,538,800
shares reported herein.
(c) The transactions in the last 60 days are as follows:
On July 23, 1996, Mr. Lowrie was granted 82,000 shares under the
Issuer's 1995 Employee Stock Compensation Plan, valued at $3.50 per
share.
On August 6, 1996, Mr. Lowrie sold 10,000 shares to one person for a
total of $25,000.
(d) No other person has the right or the power to direct the receipt of
dividends or the proceeds from the sale of the securities reported
herein.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
None.
Item 7. Material to be Filed as Exhibits
None.
<PAGE>
CUSIP No. 958054 108 PAGE 7 OF 6 PAGES
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Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: September 17, 1996 \s\ Troy H. Lowrie
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Troy H. Lowrie
Attention Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001).
