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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
SCHEDULE 13D
Under the Securities Act of 1934
(Amendment No. )*
Western Country Clubs, Inc.
---------------------------
(Name of Issuer)
Common Stock, $.01 par value
----------------------------
(Title of Class of Securities)
958054 108
------------
(CUSIP Number)
Joe R. Love, 1601 Northwest Expressway, Suite 1910,
Oklahoma City, Oklahoma 73118
(405) 848-0993
----------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 10, 1996
-----------------------------------------------------
(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-1(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 13d-1(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).
Page 1 of 8 pages
<PAGE>
1. Name of Reporting Person
Social Security or I.R.S. Identification No. of above Person
Red River Concepts, Inc.
Shane Investments, L.C.
Joe Robert Love, Jr.
2. Check the Appropriate Box If a Member of a Group
|_| A
|_| B
3. Sec Use Only
4. Source of Funds*
00
5. Check box if disclosure of legal proceedings is required pursuant
to Items 2(d) or 2(e) |_|
6. Citizenship or Place of Organization
Delaware
Texas
USA
7. Sole Voting Power
Number of Red River Concepts, Inc. - 800,000 shares
Shares Shane Investments, L.C. - 0 shares
Beneficially Joe Robert Love, Jr. - 0 shares
Owned by
Each 8. Shared Voting Power
Reporting
Person None
With
9. Sole Dispositive Power
Red River Concepts, Inc. - 800,000 shares
Shane Investments, L.C. - 0 shares
Joe Robert Love, Jr. - 0 shares
10. Shared Dispositive Power
None
11. Aggregate Amount Beneficially Owned by Each Reporting Person
Red River Concepts, Inc. - 800,000 shares
Shane Investments, L.C. - 800,000 shares
Joe Robert Love, Jr. - 800,000 shares
12. Check If the Aggregate Amount in Row (11) Excludes Certain Shares* |_|
13. Percent of Class Represented by Amount in Row (11)
Red River Concepts, Inc. - 25.72%
Shane Investments, L.C. - 25.72%
Joe Robert Love, Jr. - 25.72%
14. Type of Reporting Person*
Red River Concepts, Inc. - CO
Shane Investments, L.C. - OO
Joe Robert Love, Jr. - IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATUREATTESTATION
Page 2 of 8 pages
<PAGE>
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 following are the Reporting Persons covered by this Report:
(i) Red River Concepts, Inc., a Delaware corporation ("Red
River"); (ii) Shane Investments, L.C., a Texas limited liability
company ("Shane") which owns 100% of Red River and is deemed to
own beneficially all 800,000 shares of the Issuer which are owned
directly by Red River; and (iii) Joe Robert Love, Jr. ("Joe
Robert Love"), an individual who is an officer and director of
Red River and is the sole owner of Shane and is also deemed to
own beneficially all 800,000 shares of the Issuer which are owned
directly by Red River. Joe R. Love ("Joe Love"), the father of
Joe Robert Love, is an officer and director of Red River and may
be deemed to own beneficially all 800,000 shares of the Issuer
which are owned directly by Red River. James E. Blacketer
("Blacketer") is an officer and director of Red River and also
may be deemed to own beneficially all 800,000 shares of the
Issuer which are owned directly by Red River. For disclosure
purposes only, Red River, Shane, Joe Robert Love, Joe Love and
Blacketer are referred to herein collectively as the "Reporting
Persons."
(b) The principal business address and principal office of Red River,
Joe Love and Blacketer is:
1601 N.W. Expressway, Suite 1910
Oklahoma City, Oklahoma 73118
The mailing address and principal business address of Shane
and Joe Robert Love is:
2200 N Lamar, Suite 250
Dallas, Texas 75202
(c) Red River's principal business is investments.
Shane's principal business is investments.
Joe Robert Love is an attorney and a partner of Love, Payma &
McCorkel, P.C., 2200 N. Lamar, Suite 250, Dallas, Texas, 75202.
Joe Love is Chairman of C.H. Financial Corporation, a financial
services company located at 1601 N.W. Expressway, Suite 1910,
Oklahoma City, Oklahoma, 73118.
Blacketer is a consultant in the restaurant and night club
industry.
Page 3 of 8 pages
<PAGE>
(d) During the last five years, none of the Reporting Persons have
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, none of the Reporting Persons have
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) Joe Robert Love, Joe Love and Blacketer are citizens of the
United States.
Item 3. Source and Amount of Funds or Other Consideration
Red River entered into a Stock Purchase Agreement dated as of
September 20, 1996 (the "Agreement") with Troy H. Lowrie, the President, a
director and a principal shareholder of the Issuer ("Lowrie"), and the Issuer,
under which Red River agreed to purchase from Lowrie 1,300,000 shares of common
stock, $.01 par value (the "Shares"), of the Issuer, upon the terms and
conditions set forth in the Agreement.
Pursuant to the first closing under the Agreement which occurred on
October 10, 1996 (the "First Closing"), Lowrie sold: (i) 200,000 Shares (the
"Initial Shares") for $1.00 per share or $200,000 in cash to certain designees
of Red River; and (ii) 800,000 Shares (the "Second Shares") for $1.00 per share
or $800,000 paid with a one-year promissory note in the principal amount of
$800,000 (the "Note") to Red River. The Note bears interest at the prime rate of
First Interstate Bank of Denver, N.A., to be paid semi-annually, is secured by
the Second Shares, is guaranteed by Red River and is personally guaranteed by
James E. Blacketer and Joe R. Love (officers and directors of Red River). The
failure of Red River to purchase the Third Shares at the second closing (the
"Second Closing") constitutes a default under the Note.
At the Second Closing under the Agreement, Lowrie will sell to Red
River 300,000 Shares (the "Third Shares") at $1.00 per share or $300,000 payable
in cash. The Second Closing will occur on or before November 15, 1996.
In connection with the First Closing, Lowrie and Red River entered
into a Voting Trust Agreement with respect to the Second and Third Shares under
which Red River granted to Lowrie the right to vote the Second and Third Shares
on all matters submitted to the shareholders of the Issuer, but only upon the
occurrence of an event of default under the Note and during the pendency
thereof.
New officers have been appointed for the Issuer in connection with the
Agreement, and Mr. Love will become a director and Mr. Blacketer has been
appointed President and will become a director. Mr. Lowrie has agreed to remain
as a director of the Issuer for up to one year in order to assist with the
transition.
Page 4 of 8 pages
<PAGE>
As a result of the First Closing, Red River owns 800,000 shares of the
Issuer. Shane, by virtue of its 100% ownership of Red River, is deemed to
beneficially own all 800,000 of the shares owned by Red River. Joe Robert Love,
by virtue of his 100% ownership of Shane and as an officer and director of Red
River, also is deemed to beneficially own all 800,000 of the shares owned by Red
River. Joe R. Love and James E. Blacketer, as officers and directors of Red
River, each may be deemed to beneficially own all 800,000 shares owned by Red
River.
For a more complete description of the Agreement and the transactions
contemplated thereby, see the Issuer's Form 8-K dated October 10, 1996.
Item 4. Purpose of Transaction
Except as otherwise stated herein, the Reporting Persons have 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;
(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.
Page 5 of 8 pages
<PAGE>
Item 5. Interest in the Securities of the Issuer
(a) Red River beneficially owns 800,000 shares, representing 25.72%
of the Issuer's outstanding common stock as of October 15, 1996.
Shane beneficially owns these same 800,000 shares, representing
25.72% of the Issuer's outstanding common stock as of October 15,
1996.
Joe Robert Love beneficially owns these same 800,000 shares,
representing 25.72% of the Issuer's outstanding common stock as
of October 15, 1996.
Joe Love beneficially owns these same 800,000 shares,
representing 25.72% of the Issuer's outstanding common stock as
of October 15, 1996.
Blacketer beneficially owns these same 800,000 shares,
representing 25.72% of the Issuer's outstanding common stock as
of October 15, 1996.
(b) Red River has the sole power to vote or to direct the vote and
sole power to dispose or direct the disposition of all 800,000
shares reported herein.
Red River does not share the power to vote or to direct the vote
or the power to dispose or direct the disposition of any shares
reported herein.
None of Shane, Joe Robert Love, Joe Love or Blacketer has the
sole power or the shared power to vote or to direct the vote or
to dispose or direct the disposition of the shares reported
herein or any other shares of the Issuer.
(c) The transactions in the last 60 days are as follows:
The only transactions in the Issuer's securities in the last 60
days are those described above under Item 3.
(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.
See Item 3. above for a description of the Stock Purchase Agreement,
the Voting Trust Agreement and the Note entered into between Red River, the
Issuer and Mr. Lowrie in connection with Red River's purchase of shares from Mr.
Lowrie.
Page 6 of 8 pages
<PAGE>
Item 7. Material to be Filed as Exhibits
Exhibit 9.1 Voting Trust Agreement between Troy H. Lowrie and Red River
Concepts, Inc. dated as of September 20, 1996. Incorporated
by reference to the like numbered exhibit filed with the
Issuer's Form 8-K dated October 10, 1996.
Exhibit 10.1 Stock Purchase Agreement between the Issuer, Troy H. Lowrie
and Red River Concepts, Inc. dated as of September 20, 1996.
Incorporated by reference to the like numbered exhibit filed
with the Issuer's Form 8-K dated October 10, 1996.
Exhibit 99.1 Agreement between Red River Concepts, Inc., Shane
Investments, L.C. and Joe Robert Love, Jr.
Page 7 of 8 pages
<PAGE>
Signature
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true, complete
and correct.
RED RIVER CONCEPTS, INC.
Dated: October 18, 1996 By: /S/ JAMES E. BLACKETER
-----------------------------
James E. Blacketer, President
SHANE INVESTMENTS, L.C.
Dated: October 18, 1996 By: /S/ JOE ROBERT LOVE, JR.
-----------------------------
Joe Robert Love, Jr., Manager
JOE ROBERT LOVE, JR.
/S/ JOE ROBERT LOVE, JR.
Dated: October 18, 1996 -------------------------------
Joe Robert Love, Jr.
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001).
Page 8 of 8 pages
AGREEMENT
Red River Concepts, Inc., Shane Investments, L.C. and Joe Robert Love,
Jr., hereby agree that the Schedule 13D filed with the Securities and Exchange
Commission on or about October 20, 1996 was filed on behalf of each of us.
Dated as of this 18th day of October, 1996.
RED RIVER CONCEPTS, INC.
By: /S/ JAMES E. BLACKETER
--------------------------------
James E. Blacketer, President
SHANE INVESTMENTS, L.C.
By: /S/ JOE ROBERT LOVE, JR.
--------------------------------
Joe Robert Love, Jr., Manager
JOE ROBERT LOVE, JR.
/S/ JOE ROBERT LOVE, JR.
------------------------------------
Joe Robert Love, Jr.
