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Form 12b-25
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
NOTIFICATION OF LATE FILING
/X/ Form 10-KSB for the period ended December 31, 1996
Part I
Commission File Number: 0-24058
WESTERN COUNTRY CLUBS, INC.
(Full name of registrant)
1601 N.W. Express Way, Suite 1610
Oklahoma City, Oklahoma 73118
(Address of principal executive office) (Zip code)
Part II
The subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b). /X/ Yes
(a) The reasons described in reasonable detail in Part III of this form could
not be eliminated without unreasonable effort or expense.
(b) The subject annual report will be filed on or before the fifteenth calendar
day following the prescribed due date.
(c) The accountant's statement or other exhibit required by Rule 12b-25 has
been attached.
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PART III
As reported in Form 8-K dated January 30, 1997, Western Country Clubs,
Inc. (the "Company") dismissed its prior certifying accountants, Causey,
Derngen & Moore, Inc., and engaged the firm of Gross, Collins + Cress, P.C., as
certifying accountants for the year ending December 31, 1996. As a result of
this change and the timing thereof, Gross, Collins + Cress, P.C. has not been
able to complete their examination of the Company's financial statements for
such period in order to include same in the required annual report for filing by
the due date.
The Company expects that the audit will be completed in a timeframe
which will allow the Company's annual report to be filed within the fifteen day
extension period.
PART IV
1. Name and Telephone number of person to contact in regard to this
notification:
Ted W. Strickland (405) 848-0996
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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 reports been filed?
[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? [X] Yes [ ] No
(Please see Attachment #1 for an explanation of the anticipated change
in results of operations of registrant for the years ending December 31,
1995 and 1996.)
SIGNATURE
Registrant has caused this notification to be signed on its behalf by
the undersigned thereunto duly authorized.
Western Country Clubs, Inc.
/s/ Ted W. Strickland
March 28, 1997 -----------------------------------
Ted W. Strickland
Chief Financial Officer
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Form 12b-25
Western Country Clubs, Inc.
March 28, 1997
ATTACHMENT #1
At December 31, 1996, the Company recognized an impairment of the
long-lived assets of its Stampede Club,located in Tucson, Arizona, in the amount
of $1,719,818. This impairment, coupled with a decline in operating revenues,
resulted in a significant loss from operations for the Company for the period
ending December 31, 1996, as compared to the period ending December 1,1995. The
schedule as set forth below reflects the comparison of selected preliminary 1996
operating results to 1995 operating results, as previously reported.
<TABLE>
<CAPTION>
<S> <C> <C>
Revenues: 1995 1996
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Beverage and food sales $ 5,878,502 $ 4,961,467
Admission fees 1,986,847 2,312,992
Other revenues 642,709 393,226
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Total revenues 8,508,058 7,667,685
Costs and expenses:
Cost of products and services 2,349,097 2,488,218
Depreciation and amortization 642,812 636,806
Interest 137,059 135,630
General and administrative
expense 4,909,189 4,832,476
Consulting fees - related
parties 11,400 0
Merger expenses 117,190 0
Impairment of long-lived assets 0 1,719,818
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Total costs and expenses 8,166,747 9,812,948
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Income before taxes, minority
interest, and equity in loss
of partnership $ 341,311 $(2,145,263)
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</TABLE>
Comparison of Provision (Benefit) From Income Taxes and other
adjustments to Income Before Taxes, Minority Interest, and Equity in Loss of
Partnership, have not yet been determined and are therefore, not provided. The
audit for 1996 has not yet been completed; therefore, the above amounts are
preliminary amounts only and are subject to adjustment should such become
necessary.
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[GROSS COLLINS CRESS, P.C. LETTERHEAD]
Form 12b-25
Western Country Clubs, Inc.
March 28, 1996
Attachment #2
Accountants Statement
We were engaged by Western Country Clubs, Inc. to be the Company's
independent auditors on January 29, 1997. Due to the timing of the engagement
after December 31, 1996, we are unable to complete the Company's audit and
issue our report on the Company's financial statements by the annual report's
filing due date without unreasonable effort or expense. We anticipate
completing our audit and issuing our report in time to allow the filing of the
annual report on or before the fifteenth calendar day following the prescribed
due date.
/s/ GROSS, COLLINS + CRESS, P.C.
GROSS, COLLINS + CRESS, P.C.
Atlanta, Georgia
March 27, 1997
