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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
SCHEDULE 13D
Under the Securities Act of 1934
(Amendment No. 1)*
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)
April 14, 1997
(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).
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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
Red River Concepts, Inc. - Delaware
Shane Investments, L.C. - Texas
Joe Robert Love, Jr. - USA
7. Sole Voting Power
Red River Concepts, Inc. - 800,000 shares
Shane Investments, L.C. - 250,500 shares
Joe Robert Love, Jr. - 0 shares
Number of
Shares 8. Shared Voting Power
Beneficially None
Owned by Each
Reporting 9. Sole Dispositive Power
Person With Red River Concepts, Inc. - 800,000 shares
Shane Investments, L.C. - 250,500 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. - 1,050,500 shares
Joe Robert Love, Jr. - 1,050,500 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. - 22.0%
Shane Investments, L.C. - 28.9%
Joe Robert Love, Jr. - 28.9%
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 SIGNATURE ATTESTATION
Page 2 of 6
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Item 1. Security and Issuer
This Amendment No. 1 to Schedule 13D is filed with the Securities and
Exchange Commission by (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 (iii) Joe Robert Love, Jr. ("Joe
Robert Love"), an individual who is an officer and director of Red River and
the sole owner of Shane, in respect of their ownership of shares of common
stock, par value of $.01 per share, of Western Country Clubs, Inc., 1601 N.W.
Expressway, Suite 1610, Oklahoma City, Oklahoma, 73118. This Amendment is
filed to report an amendment to the Stock Purchase Agreement dated as of
September 20, 1996, between Red River and Mr. Troy H. Lowrie, former President
and largest shareholder of the Issuer ("Purchase Agreement"), which was
previously reported.
Item 2. Identity and Background
No change
Item 3. Source and Amount of Funds or Other Consideration
Under an agreement dated February 4, 1997, Mr. Troy H. Lowrie, former
President and largest shareholder of the Issuer, resigned as a director and
agreed to divest himself of all beneficial ownership in the Issuer by May 15,
1997. As part of the divestiture, Mr. Lowrie agreed to sell 90,000 shares to a
company owned by the adult sons of Mr. James E. Blacketer, President and a
director of the Issuer, for a $75,000 promissory note due May 15, 1998, payable
in two semi-annual installments, bearing interest at eight percent per year,
and secured by the 90,000 shares. The Issuer agreed to hold Mr. Lowrie
harmless from loss on certain promissory notes and guarantees made in favor of
the Issuer and to indemnify him against certain claims until February 4, 1999.
Ted W. Strickland, Chief Financial Officer and Treasurer of the Issuer, became
a Director upon Mr. Lowrie's resignation.
On April 14, 1997, Red River and Mr. Lowrie amended the Purchase
Agreement so that (i) Red River purchased 800,000 shares for $100,000 and a
$300,000 promissory note due July 14,1997, bearing interest at the rate of 10%
per annum, secured by 550,000 shares and personally guaranteed by James E.
Blacketer, Joe R. Love and C.H. Financial Corporation, a company controlled by
Mr. Love; (ii) L A F, an Oklahoma limited partnership, purchased 137,500 shares
for $68,750; (iii) the John Michael Love Trust purchased 132,500 shares for
$61,250; (iv) JEBCO, L.L.C. purchased 30,000 shares for $15,000; and (v) Mr.
Lowrie cancelled the $800,000 note previously made by Red River. The Issuer
has agreed to pay a bank note with a current balance of approximately $278,000
and a note to Mr. Lowrie with a current balance of approximately $106,000 from
the proceeds of a pending public offering; and, in the event the public
offering is not closed by June 1, 1997, the Issuer will begin on June 1, 1997
to make payments to the bank of $10,000 per month and payments to Mr. Lowrie of
$3,000 per month and will pay both notes in full by December 31, 1997.
Mr. James E. Blacketer, President and a director of the Issuer, is the
President and a director of Red River. Mr. Joe R. Love, a director of the
Issuer, is a director of Red River. JEBCO, L.L.C. is owned by the adult sons
of Mr. Blacketer. The John Michael Love Trust is a trust for the benefit of an
adult son of Mr. Love. Messrs. Blacketer and Love have no financial interest
in or control over either JEBCO or the trust and disclaim beneficial ownership
of the shares to be purchased by JEBCO or the trust. L A F is not affiliated
with the Issuer or its directors or officers.
Page 3 of 6
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Item 4. Purpose of Transaction
No change.
Item 5. Interest in the Securities of the Issuer
(a) Red River beneficially owns 800,000 shares, representing 22.0% of the
Issuer's outstanding common stock as of May 1 1997. As the 100% owner of
Red River, Shane beneficially owns these shares. As an officer and
director of Red River, Joe Robert Love beneficially owns the 800,000
shares held by Red River. As a director of Red River, Joe Love
beneficially owns the 800,000 shares held by Red River. As President and
a director of Red River, James Blacketer beneficially owns the 800,000
shares held by Red River. No other persons hold a beneficial interest in
the shares of the Issuer owned by Red River.
Shane beneficially owns 1,050,500 shares, representing 28.9% of the
Issuer's outstanding common stock as of May 1, 1997. This number reflects
indirect beneficial ownership of 800,000 shares owned directly by Red
River, a company owned 100% by Shane, and 250,500 shares owned directly.
Joe Robert Love beneficially owns these same 1,050,500 shares,
representing 28.9% of the Issuer's outstanding common stock as of May 1,
1997. This number reflects indirect beneficial ownership of shares owned
directly by Red River, a company owned 100% by Shane. Mr. Love is the
manager and 100% owner of Shane, is an officer and director of Red River.
(b) Red River has the sole power to vote or to direct the vote and sole power
to dispose or direct the disposition of the 800,000 shares it holds.
Shane has the sole power to vote or to direct the vote and sole power to
dispose or direct the disposition of the 250,500 shares it holds directly.
Mr. Blacketer has the sole power to vote or to direct the vote and to
dispose or direct the disposition of the 63,000 shares he holds indirectly
through a controlled corporation.
(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.
Item 7. Material to be Filed as Exhibits
<TABLE>
<CAPTION>
EXH. NO. DESCRIPTION
-------- -----------
<S> <C>
10.31 Amendment dated November 26, 1996, to the Stock Purchase Agreement
dated September 20, 1996, by and among Troy H. Lowrie, Red River
Concepts, Inc. and/or its designees, Western Country Clubs, Inc. and
C.H. Financial Corporation. Incorporated by reference to the like
numbered exhibit filed with Amendment No. 1 to Issuer's Registration
Statement on Form SB-2, No. 333-21547.
</TABLE>
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<TABLE>
<S> <C>
10.32 Cessation Agreement dated February 4, 1997, between Troy H. Lowrie,
Red River Concepts, Inc., Western Country Clubs, Inc. and JEBCO,
L.L.C. Incorporated by reference to the like numbered exhibit filed
with Amendment No. 1 to Issuer's Registration Statement on Form SB-2,
No. 333-21547.
10.34 Second Amendment to the Stock Purchase Agreement and Cessation
Agreement dated April 14, 1997, between Troy H. Lowrie, Red River
Concepts, Inc. and Western Country Clubs, Inc. Incorporated by
reference to the like numbered exhibit filed with Amendment No. 1 to
Issuer's Registration Statement on Form SB-2, No. 333-21547.
</TABLE>
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.
Dated: May 14, 1997 RED RIVER CONCEPTS, INC.
By: /s/ JAMES E. BLACKETER
-----------------------------------
James E. Blacketer, President
Dated: May 14, 1997 SHANE INVESTMENTS, L.C.
By: /s/ JOE ROBERT LOVE, JR.
-----------------------------------
Joe Robert Love, Jr., Manager
Dated: May 14, 1997 JOE ROBERT LOVE, JR.
/s/ JOE ROBERT LOVE, JR.
--------------------------------------
Joe Robert Love, Jr.
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001).
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AGREEMENT
Red River Concepts, Inc., Shane Investments, L.C. and Joe Robert Love,
Jr., hereby agree that Amendment No. 1 to the Schedule 13D filed with the
Securities and Exchange Commission on or about May 14, 1997, was filed on
behalf of each of us.
Dated as of this May 14, 1997.
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.
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