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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
SCHEDULE 13D
Under the Securities Act of 1934
(Amendment No. 4 )*
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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 108
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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 14, 1997
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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-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>
CUSIP NO. 958054 108
Page 2 of 8
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 76,800
Beneficially
Owned by 8. Shared Voting Power
Each
Reporting
Person 9. Sole Dispositive Power
With 76,800
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting Person
76,800
12. Check If the Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
13. Percent of Class Represented by Amount in Row (11)
2.1%
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.
1601 N.W. Expressway, Suite 1610
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.
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CUSIP NO. 958054 108
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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 bore
interest at the prime rate of First Interstate Bank of Denver, N.A., was
secured by the Second Shares, was guaranteed by Red River and was
personally guaranteed by James E. Blacketer and Joe R. Love. The balance
of 300,000 shares were to be purchased by Red River for $300,000 cash on or
before April 15, 1997.
On April 14, 1997, the parties amended the Agreement so that (i) Red
River purchased the original 800,000 shares for $100,000 in cash and a
$300,000 promissory note due July 14, 1997, bearing interest at the rate of
10% per annum, secured by 550,000 of the original 800,000 shares and
personally guaranteed by James E. Blacketer, Joe R. Love and C.H. Financial
Corporation, a company controlled by Joe R. Love, and the $800,000 note was
cancelled; (ii) LAF, a limited partnership, purchased 137,500 shares for
$68,750 in cash; (iii) the John Michael Love Trust purchased 132,500 shares
for $66,250 in cash; and (iv) JEBCO, L.L.C. purchased 30,000 shares for
$15,000 in cash.
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. The Voting Trust Agreement was terminated in
connection with the amendment to the Agreement.
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CUSIP NO. 958054 108
Page 5 of 8
Pursuant to a Cessation Agreement dated February 4, 1997, effective
May 15, 1997 Mr. Lowrie sold 90,000 shares of Common Stock to Jebco, L.L.C.
in consideration for a one-year $75,000 promissory note, due in two
semi-annual installments of principal and accrued interest and bearing interest
at 8% per annum. The note is secured by the 90,000 shares. Pursuant to
the Cessation Agreement, Mr. Lowrie resigned as a director of the Company
effective February 4, 1997.
For a more complete description of the Agreement and the transactions
contemplated thereby, see the Issuer's Form 8-K dated October 10, 1996.
As a result of the foregoing transactions, Mr. Lowrie currently owns
76,800 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;
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CUSIP NO. 958054 108
Page 6 of 8
(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 76,800 shares,
representing 2.1% of the Issuer's outstanding common stock as of
May 21, 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 76,800
shares reported herein.
(c) The transactions in the last 60 days are as follows:
See Item 3 above for a description of Mr. Lowrie's sale of
300,000 shares of Common Stock effective April 14, 1997 and
90,000 shares of Common Stock effective May 15, 1997.
(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.
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CUSIP NO. 958054 108
Page 7 of 8
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,
as amended, the Voting Trust Agreement, the Cessation Agreement and the
Notes entered into between Red River, Jebco, L.L.C., the Issuer and Mr.
Lowrie in connection with the purchase of shares from Mr. Lowrie.
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. Previously filed.
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. Previously filed.
Exhibit 10.34 Second Amendment to Stock Purchase Agreement
and Cessation Agreement dated April 14, 1997 by and between Troy
H. Lowrie, Red River Concepts, Inc., Western Country Clubs, Inc.,
Jebco, L.L.C., John Michael Love Trust, and LAF. Incorporated by
reference to the like numbered exhibit filed with the Issuer's
Registration Statement on Form SB-2, SEC Registration No. 333-21547.
<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: May 27, 1997 /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).
