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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
SCHEDULE 13D
Under the Securities Act of 1934
(Amendment No. 3 )*
------------
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 108
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(CUSIP Number)
Troy H. Lowrie, 1601 West Evans, Denver, Colorado 80223 (303) 934-2424
- -------------------------------------------------------------------------
(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.
<PAGE>
CUSIP NO. 958054 108
Page 2 of 8
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).
1. Name of Reporting Person
Social Security or I.R.S. Identification No. of above Person
Troy H. Lowrie
2. Check the Appropriate Box If a Member of a Group
[ ] A
[ ] B
3. Sec Use Only
4. Source of Funds*
N/A
5. Check box if disclosure of legal proceedings is required pursuant to
Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization
USA
Number of 7. Sole Voting Power
Shares 466,800
Beneficially
Owned by 8. Shared Voting Power
Each
Reporting
Person 9. Sole Dispositive Power
With 466,800
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting Person
466,800
12. Check If the Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
13. Percent of Class Represented by Amount in Row (11)
12.84%
14. Type of Reporting Person*
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 SIGNATURE ATTESTATION
<PAGE>
CUSIP NO. 958054 108
Page 3 of 8
ITEM 1. SECURITY AND ISSUER
Common Stock, $.01 par value
WESTERN COUNTRY CLUBS, INC.
5218 Classen Blvd.
Oklahoma City, Oklahoma 73118
ITEM 2. IDENTITY AND BACKGROUND
(a) The Reporting Person is Troy H. Lowrie ("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 sole owner of Lowrie Investment
Management, Inc., a company engaged in the restaurant/nightclub
business, with offices at 1601 West Evans, Denver, Colorado
80223.
(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 108
Page 4 of 8
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Lowrie entered into a Stock Purchase Agreement dated as of September
20, 1996 (the "Agreement") with Red River Concepts, Inc., a Delaware
corporation ("Red River"), 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., is
secured by the Second Shares, is guaranteed by Red River and is personally
guaranteed by James E. Blacketer and Joe R. Love. 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 is scheduled to occur on or before
April 15, 1997.
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 has become a director and Mr. Blacketer has been
appointed President and a director. By agreement dated February 4, 1997,
Mr. Lowrie resigned as a director of the Issuer and agreed to divest
himself of all beneficial ownership in the Company by May 15, 1997.
<PAGE>
CUSIP NO. 958054 108
Page 5 of 8
For a more complete description of the Agreement and the transactions
contemplated thereby, see the Issuer's Form 8-K dated October 10, 1996.
On July 23, 1996, Lowrie was granted 10,000 shares under the Issuer's
1995 Employee Stock Compensation Plan, valued at $3.50 per share, not
82,000 shares as previously reported in the Reporting Person's Schedule 13D
Amendment No. 2.
As a result of the foregoing transactions, Mr. Lowrie currently owns
466,800 shares.
ITEM 4. PURPOSE OF TRANSACTION
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;
(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;
<PAGE>
CUSIP NO. 958054 108
Page 6 of 8
(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 466,800 shares,
representing 12.84% of the Issuer's outstanding common stock as
of February 20, 1997.
(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
466,800 shares reported herein.
(c) The transactions in the last 60 days are as follows:
None.
(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>
CUSIP NO. 958054 108
Page 7 of 8
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 10.2 Amendment to Stock Purchase Agreement dated
November 26, 1996.
Exhibit 10.3 Cessation Agreement dated February 4, 1997
between Troy H. Lowrie, Red River Concepts, Inc., Western Country
Clubs, Inc. and Jebco, L.L.C.
<PAGE>
CUSIP NO. 958054 108
Page 8 of 8
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: February 28, 1997 /s/Troy H. Lowrie
--------------------------------
Troy H. Lowrie
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
AMENDMENT TO STOCK PURCHASE AGREEMENT
-------------------------------------
THIS AMENDMENT TO STOCK PURCHASE AGREEMENT dated September 20, 1996 is
made as of this 26th day of November, 1996 by and among Troy H. Lowrie
("Seller"); Red River Concepts, Inc. a Delaware corporation, and/or its
designees consisting of Roger D. and Davina S. Lockhart, John W. Ritter,
Connie Simon, Davina S. Lockhart and Donna Murray-Muenzler (collectively
the "Purchaser"); Western Country Clubs, Inc., a Colorado corporation
("WCCI"); and, C.H. Financial Corporation, an Oklahoma corporation
("CHFC").
WHEREAS, Seller, Purchaser and WCCI entered into a Stock Purchase
Agreement dated September 20, 1996 (the "Agreement") pursuant to which
Purchaser contracted to purchase from Seller 1,300,000 shares of common
stock, $.01 par value (the "Shares"), of WCCI, upon the terms and subject
to the conditions therein set forth a copy of which is attached hereto;
and,
WHEREAS, the Second Closing of the Third Shares (as defined in the
Agreement) did not occur as required on or before November 15, 1996 because
Purchaser did not purchase said shares; and,
WHEREAS, Purchaser, CHFC and Seller desire to extend the Second
Closing in accordance with the terms and conditions herein set forth;
NOW, THEREFORE, in consideration of the foregoing premises and the
representations, warranties and agreements herein, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. ARTICLE I, Section 1.01 (b) SECOND CLOSING. of the Agreement is
amended as follows:
(b) SECOND CLOSING. At the second closing (the "Second
Closing"), Seller shall sell and transfer to Purchaser and CHFC and
Purchaser and CHFC shall purchase from Seller three hundred thousand
(300,000) Shares (the "Third Shares") at $1.00 per share or $300,000
payable in cash together with interest at the rate of ten percent (10%) per
annum from November 15, 1996 to the occurrence of the Second Closing. The
Second Closing shall take place at the offices of Brenman Key & Bromberg,
P.C., 1775 Sherman Street, Suite 1001, Denver, Colorado 80203 on or before
February 15, 1997. At the Second Closing, the Purchaser and/or CHFC shall
deliver to Seller $300,000 for the Third Shares in immediately available
federal funds by wire transfer or by cashier's check, and Seller shall
deliver to Purchaser and CHFC a stock certificate(s) representing the Third
Shares, duly endorsed for transfer. The obligation of Purchaser and CHFC to
purchase the Third Shares is joint and several.
2. All of the remaining provisions of the Agreement are hereby
restated with respect to CHFC as a Purchaser under the Agreement including,
but not limited to, Article III Representations and Warranties of the
Purchaser and Article IV Conditions to Seller's Obligations.
<PAGE>
3. CHFC shall execute and deliver to Seller the Guaranty attached
hereto as Exhibit A and made a part hereof.
4. Purchaser and CHFC hereby acknowledge that neither has any claim
to assert against Seller for not purchasing the Third Shares.
5. NOTICES. All notices, requests, demands and other communications
which are required or may be given under this Agreement shall be in writing
and shall be delivered by personal delivery, by overnight courier or by
registered or certified mail, postage prepaid, to the parties as set forth
in the Agreement and to CHFC as follows:
C.H. Financial Corporation
1601 NW Expressway, Suite 1910
Oklahoma City, OK 73118
Attention: Joe R. Love, President
with a copy to:
John Hudson, Attorney
1601 NW Expressway, Suite 1910
Oklahoma City, OK 73118
All notices shall be effective upon delivery. Rejection or other refusal
to accept delivery of notice or the inability to deliver because of change
of address as to which no notice was given hereunder shall be deemed to be
receipt of the notice sent.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the date first above written.
RED RIVER CONCEPTS, INC.
By:/s/James E. Blacketer Troy H. Lowrie
----------------------------- -----------------------------
James E. Blacketer, President Troy H. Lowrie
WESTERN COUNTRY CLUBS, INC.
By:/s/ James E. Blacketer
------------------------------------
James E. Blacketer, President
Designees:
/s/ Roger D. and Davina S. Lockhart
- ---------------------------------------
Roger D. and Davina S. Lockhart, JTWROS
/s/ John W. Ritter
- ---------------------------------------
John W. Ritter
/s/ Connie Simon
- ---------------------------------------
Connie Simon for Hanifen, Imhoff, Custodian
for IRA/SEP for the Benefit of Roger D. Lockhart
/s/ Davina S. Lockhart
- ---------------------------------------
Davina S. Lockhart
/s/ Donna Murray-Muenzler
- ---------------------------------------
Donna Murray-Muenzler
C.H. FINANCIAL CORPORATION
By:
------------------------------------
CESSATION AGREEMENT
This Agreement made this February 4, 1997, by and between Troy H.
Lowrie, a Colorado resident ("Lowrie"), Red River Concepts, Inc., a
Delaware corporation ("Red River"), Western Country Clubs, Inc., a Colorado
corporation ("WCCI"), and Jebco, L.L.C., an Oklahoma limited liability
company ("Jebco").
RECITALS
A. Lowrie and WCCI wish to provide for the cessation of Lowrie's
service as a director of WCCI and for the settlement of obligations arising
from their former relationships.
B. The parties desire to amend (i) that Stock Purchase Agreement
dated September 1996, as amended November 1996, between and among them and
(ii) those instruments provided for in the Stock Purchase Agreement.
C. Jebco desires to purchase and Lowrie desires to sell certain
shares of the common stock of WCCI held by Lowrie and to divest other
shares.
The parties agree as follows:
TERMS AND CONDITIONS
1.RESIGNATION. Lowrie hereby resigns as a director of WCCI effective as of
the date of this Agreement, and further resigns from any and all offices
that he may have in any subsidiary or affiliated entity.
2.INDEMNIFICATION.
(a)WCCI shall indemnify and hold harmless Lowrie from and against any
and all losses, claims, demands, costs, damages, liabilities, joint
and several, expenses of any nature (including attorneys' fees and
disbursements), judgments, fines, settlements, penalties and other
expenses actually and reasonably incurred by the Lowrie in connection
with any and all claims, demands, actions, suits, or proceedings,
civil, criminal, administrative or investigative, in which the Lowrie
may be involved, or threatened to be involved, as a party or
otherwise, by reason of the fact that Lowrie is or was a director or
officer of WCCI or is or was an employee or agent of WCCI, arising out
of or incidental to the business of WCCI, provided: (i) Lowrie's
conduct did not constitute willful misconduct or recklessness, (ii)
the action is not based on breach of his duty of loyalty, (iii) Lowrie
acted in good faith and in a manner he reasonably believed to be in,
or not opposed to, the best interests of WCCI and within the scope of
Lowrie's authority and (iv) with respect to a criminal action or
proceeding, Lowrie had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit, or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo
contendre, or its equivalent, shall not, in and of itself, create a
presumption or otherwise constitute evidence that Lowrie acted in a
manner contrary to that specified above.
<PAGE>
(b)Lowrie shall notify WCCI within 45 days of the assertion of any
purported third-party claim or discovery of any fact upon which Lowrie
intends to base a claim for indemnification; provided, however, that
the failure of Lowrie to so notify WCCI shall not relieve WCCI from
any liability under this Agreement to Lowrie with respect to such
claim unless such WCCI is prejudiced or damaged by the failure to
receive timely notice. In the event of any purported third-party
claim, WCCI, at its option, may assume (with legal counsel reasonably
acceptable to Lowrie) the defense of any claim, demand, lawsuit or
other proceeding brought against Lowrie, which claim, demand, lawsuit
or other proceeding may give rise to the indemnity obligation of WCCI
under this Section, and may assert any defense of WCCI or Lowrie;
provided, however, that Lowrie shall have the right at his own expense
to participate jointly with WCCI in the defense of any purported
third-party claim, demand, lawsuit or other proceeding in connection
with which Lowrie claims indemnification. Notwithstanding the right
of Lowrie so to participate, WCCI shall have the sole right to settle
or otherwise dispose of such purported third-party claim, demand,
lawsuit or other proceeding on such terms as WCCI, in its sole
discretion, shall deem appropriate with respect to any issue involved
in such claim, demand, lawsuit or other proceeding as to which (i)
WCCI shall have acknowledged the obligation to indemnify Lowrie or
(ii) Lowrie shall have declined so to participate.
(c)Notwithstanding anything herein to the contrary, WCCI shall have no
obligation to indemnify Lowrie, and such obligation of WCCI to
indemnify Lowrie shall expire and terminate, unless such WCCI shall
have received written notice of such claim for indemnity prior to the
close of business on the expiration of two years after the date of
this Agreement.
(d)The indemnification obligations of WCCI set forth in this Agreement
shall be limited to indemnification for actual damages suffered and
shall not include incidental, consequential, special or indirect
damages, and any indemnification payments may be set off against
amounts owed to WCCI by Lowrie.
(e)In addition to the rights of indemnification provided above, WCCI
shall indemnify and hold harmless Lowrie from liability on (i) amounts
due Dunlaney National Bank, Marshall, Illinois, relating to the Indy
Club; (ii) amounts due Colonial Bank, Denver, Colorado, relating to
the Tucson Club; (iii) all guaranties of debt reflected on WCCI's
September 30, 1996 balance sheet; and (iv) purchase money amounts due
on the Tucson condominium provided that Lowrie duly convey proper
title, free and clear of all other liens and encumbrances, on or
before February 28, 1997. Lowrie shall indemnify and hold harmless
WCCI from liability on the Indy condominium and WCCI releases any and
all claim to title thereto. WCCI will use its best efforts to remove
Lowrie as signatory on any of the above instruments and to restore any
personal collateral pledge thereto.
3.SHARE DIVESTITURE. On May 15, 1997, Lowrie shall sell and transfer to
Jebco 90,000 shares
2
<PAGE>
of the common stock of WCCI (the "Shares") in exchange for a promissory
note in the amount of $75,000 due in two semi-annual installments with
interest at 8% per year. Lowrie shall immediately duly endorse the
certificate or certificates evidencing the Shares to Jebco, and tender a
copy of the duly endorsed certificate to Jebco. Lowrie shall further
divest the remainder of his shares of the common stock of WCCI to persons
or entities unaffiliated with WCCI on or before May 15, 1997.
4.LETTER AGREEMENT WITH ROBERT R. SPENCER. Simultaneously with the date of
this Agreement, Lowrie shall enter into a binding and enforceable letter
agreement with Robert Spencer in the form attached as Exhibit B. The
letter agreement shall provide for the transfer by Lowrie of up to 13,000
shares of WCCI common stock and for Spencer's release of claims against
Lowrie and WCCI.
5.AMENDMENT OF STOCK PURCHASE AGREEMENT AND PROMISSORY NOTE TERMS. Lowrie
and Red River agree that the interest due date on the $800,000 promissory
note given under the above-referenced Stock Purchase Agreement shall be
changed to become payable on the earlier of June 1, 1997, or the effective
date of a Form SB-2 registration statement filed by WCCI and covering
shares of WCCI convertible preferred stock. Lowrie and Red River also
agree to extend the Second Closing to April 15, 1997. These changes shall
not alter any guaranties given in connection with the promissory note.
6.ENTIRE AGREEMENT. This Agreement, including the Exhibits and other
writings referred to herein or delivered pursuant hereto, constitutes the
entire agreement between the parties hereto with respect to the subject
matter hereof and supersedes all prior agreements and understandings, both
written and oral, with respect to the subject matter.
7.AMENDMENTS AND WAIVER. This Agreement may be amended, superseded,
canceled, renewed or extended, and the terms hereof may be waived, only by
a written instrument signed by the parties or, in the case of a waiver, by
the party waiving compliance. No delay on the part of either party in
exercising any right, power or privilege hereunder shall operate as a
waiver, nor shall any waiver on the part of either party of any such right,
power or privilege, or any single or partial exercise of any such right,
power or privilege, preclude any further exercise or the exercise of any
other such right, power or privilege.
8.GOVERNING LAW. The parties agree that Oklahoma law shall govern the
terms of this Agreement.
9.BINDING EFFECT; ASSIGNMENT; NO THIRD PARTY BENEFIT.
(a)This Agreement and all its provisions shall be binding upon and
inure to the benefit of the parties and their respective successors
and permitted assigns; provided, however, that neither this Agreement
nor any of the rights, interests or obligations hereunder shall be
assigned by the parties (by operation of law or otherwise) without the
prior written consent of the other parties.
(b)Nothing in this Agreement, express or implied, is intended to or
shall confer upon any
3
<PAGE>
person other than the parties any rights, benefits or remedies of any
nature whatsoever under or by reason of this Agreement.
10.COUNTERPARTS. This Agreement may be executed simultaneously in two or
more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same agreement.
The parties so agree as of the date first above written.
WCCI: Western country Clubs, Inc.
By:/s/ James E. Blacketer
------------------------------
(Vice) President
Red River: Red River Concepts, Inc.
By:/s/ James E. Blacketer
------------------------------
(Vice) President
Jebco Jebco, L.L.C.
/s/ James E. Blacketer
---------------------------------
Manager
Lowrie:
/s/ Troy H. Lowrie
---------------------------------
Troy H. Lowrie
4
