<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: January 2, 1997
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Commission File No. 1-13362
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SENIOR TOUR PLAYERS DEVELOPMENT, INC.
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(Name of Small Business Issuer as specified in its charter)
Nevada 04-3226365
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(State or other jurisdiction (I.R.S. Employer Identification Number)
incorporation or organization)
266 Beacon Street, Boston, MA 02116
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(Address of principal executive offices)(Zip Code)
(617) 266-3600
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(Issuer's Telephone Number, Including Area Code)
Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the issuer was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes x No
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APPLICABLE ONLY TO CORPORATE REGISTRANTS
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:
2,933,333 Shares of Common Stock, as of December 31, 1996
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ITEM 2. DISPOSITON OF ASSETS.
On December 17, 1996 the Company consummated the sale of Forest Lakes Golf
Club located in Sarasota, Florida. The Company had acquired a combined 53.5%
interest in Forest Lakes Limited Partnership, owner of Forest Lakes Golf Club,
in January 1995 for $252,438. The Company's interest was comprised of a 34%
general partnership interest and a 19.5% limited partnership interest. The
Company's general partnership interest had been purchased by the Company from
Senior Tour Players, Inc. an affiliate of the Company.
The sale was structured as a sale of substantially all of the assets of
Forest Lakes Limited Partnership. The buyer was BST Associates, an Illinois
general partnership. The cash contract purchase price was $4,000,000 payable in
full at closing. Broker commissions and closing costs relating to the sale
totalled $172,318 resulting in net sale proceeds to the Partnership of
$3,827,682.
Under the terms of the Forest Lakes Limited Partnership Agreement, the sale
of all of the Partnership's property and the conversion of all proceeds into
cash requires that the Partnership be dissolved. Accordingly, as General
Partner, the Company is taking steps to dissolve the Partnership and cause a
distribution of all available cash proceeds to the partners.
Upon the dissolution of the Partnership, the proceeds from the sale of
assets are required to be applied and distributed in the following order: (1) to
the payment of debts and liabilities of the Partnership; (2) to the
establishment of any reserves which the General Partner deems reasonably
necessary for any contingent or unforseen liabilities or obligations of the
Partnership; (3) any remaining balance shall be distributed among the partners
in proportion to their positive Capital Account balances, after adjusting such
Capital Accounts to take into account the allocation of net income resulting
from the dissolution and liquidation of the Partnership.
<TABLE>
The net sale proceeds of $3,827,682 were allocated and were, or will be
distributed by the Company approximately as follows:
<CAPTION>
<S> <C>
Repayment of long term debt $3,054,985
Partnership liabilities, net of seller credits at closing 272,775
Contingency reserve established by General Partner 25,000
Payable to independent minority interests 332,446
Payable to Senior Tour Players Development, Inc 142,476
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TOTAL $3,827,682
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</TABLE>
For book purposes, the Company will report a net gain on the sale of
Partnership assets and the resulting Partnership dissolution of approximately
$400,000 on its consolidated financial statements for the year ended December
31, 1996, and will receive cash proceeds of approximately $142,000 against its
Partnership investment of $252,438.
Since its acquisition in 1995, the Company has managed the Forest Lakes
Golf Club under a management agreement. Effective December 16, 1996, the Company
will no longer manage the facility.
<PAGE> 3
ITEM 7. PRO FORMA FINANCIAL STATEMENTS.
On the following three pages of this report, there are three pro forma
financial statements.
The Pro Forma Balance Sheet as of September 30, 1996 reflects in column (a)
the actual consolidated balance sheet filed with the Company's Form 10-QSB as of
September 30, 1996, and in column (b) the balance sheet of Forest Lakes Limited
Partnership as of the same date. The pro forma balance sheet in the last column
of the report reflects the elimination in its entirety of Forest Lakes, and
certain additional pro forma adjustments in column (c) to reflect the sale and
dissolution of the Partnership as if it had ocurred at the beginning of the
period, distribution of the Company's portion of the dissolution proceeds, and
the elimination of management fees the Company earned from management of Forest
Lakes during 1996.
Other than the elimination of the long term debt of Forest Lakes as
depicted on the balance sheet of Forest Lakes as of September 30, 1996, the sale
of the Golf Club will have no direct impact on the Company's remaining debt
structure.
The Pro Forma Statement of Operations for the Nine Month Period Ended
September 30, 1996 reflects in the first column the actual consolidated results
of operations as reported in the Company's Form 10-QSB as of September 30, 1996,
and in the second column the Statement of Operations of Forest Lakes as included
in the September 30, 1996 Form 10-QSB. The final pro forma column of the report
reflects the elimination of all revenues and expenses of Forest Lakes, including
management fees earned by the Company during the period.
Net income per common and common equivalent share for the nine month period
ended September 30, 1996 is computed using the weighted average number of common
and common equivalent shares outstanding during each period in accordance with
the treasury stock method. The weighted average number of common shares does not
include the effect of certain out-of-the-money warrants outstanding as their
effect is antidilutive.
The Pro Forma Statement of Operations for the Year Ended December 31, 1995
reflects in the first column the actual consolidated results of operations as
reported in the Company's Form 10-KSB as of December 31, 1995, and in the second
column the Statement of Operations of Forest Lakes as included in the December
31, 1995 Form 10-KSB. The final pro forma column of the report reflects the
elimination of all revenues and expenses of Forest Lakes, including management
fees earned by the Company during the period.
Net loss per share for the year ended December 31, 1995 is computed using
the weighted average number of common shares outstanding during the year.
<PAGE> 4
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS TO FORM 8-K
SENIOR TOUR PLAYERS DEVELOPMENT, INC.
AND SUBSIDIARY
<TABLE>
PRO FORMA CONSOLIDATED BALANCE SHEET
UNAUDITED
<CAPTION>
ACTUAL ACTUAL PRO FORMA
CONSOLIDATED FOREST LAKES REFLECT SALE OF BALANCE SHEET
SEPT 30, 1996 SEPT 30, 1996 FOREST LAKES SEPT 30, 1996
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(A) (B) (C) (A) - (B) + (C)
<S> <C> <C> <C> <C>
ASSETS
CURRENT:
Cash and cash equivalents $ 376,104 $ (4,137) $ 107,264 $ 487,505
Interest and other receivables $ 72,456 $ 2,418 $ 70,038
Inventories $ 162,455 $ 31,964 $ 130,491
Prepaid expenses and other current assets $ 49,939 $ 0 $ (11,376) $ 38,563
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Total current assets $ 660,954 $ 30,245 $ 95,888 $ 726,597
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PROPERTY AND EQUIPMENT:
Property and equipment, net of accumulated depreciation $11,021,290 $2,509,935 $(645,902) $ 7,865,453
Construction in progress $ 2,318,801 $ 0 $ 2,318,801
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Property and equipment, net $13,340,091 $2,509,935 $(645,902) $10,184,254
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OTHER ASSETS:
Restricted cash $ 18,848 $ 0 $ 18,848
Water rights $ 1,051,992 $ 0 $ 1,051,992
Other assets $ 266,871 $ 9,039 $ 257,832
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Total other assets $ 1,337,711 $ 9,039 $ 1,328,672
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$15,338,756 $2,549,219 $(550,014) $12,239,523
=========== ========== ========= ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses $ 941,297 $ 99,698 $ 841,599
Current portion of long term debt $ 298,035 $ 109,800 $ 188,235
Current portion of obligation under water-rights agreement $ 76,766 $ 0 $ 76,766
Deferred revenues $ 197,230 $ 129,730 $ 67,500
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Total current liabilities $ 1,513,328 $ 339,228 $ 0 $ 1,174,100
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LONG TERM LIABILITIES:
Obligation under water rights agreement $ 882,965 $ 0 $ 882,965
Long term debt $ 7,883,387 $3,019,997 $ 4,863,390
STOCKHOLDERS' EQUITY:
Preferred stock, $.10 par value; 5,000,000 shares authorized $ 0 $ 0 $ 0
Common stock, $.001 par value; 15,000,000 shares authorized;
2,933,333 shares issued and outstanding $ 2,933 $ 0 $ 2,933
Additional paid-in capital $ 7,545,040 $ 0 $ 7,545,040
Management options $ 1,805,600 $ 0 $ 1,805,600
Retained Earnings (Deficit) $(4,294,497) $ (810,006) $(550,014) $(4,034,505)
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Total stockholders' equity $ 5,059,076 $ (810,006) $(550,014) $ 5,319,068
----------- ---------- --------- -----------
$15,338,756 $2,549,219 $(550,014) $12,239,523
=========== ========== ========= ===========
</TABLE>
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS TO FORM 8-K
SENIOR TOUR PLAYERS DEVELOPMENT, INC.
AND SUBSIDIARY
<TABLE>
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE NINE MONTH PERIOD ENDED SEPTEMBER 30, 1996
UNAUDITED
<CAPTION>
ACTUAL PRO FORMA
NINE MONTH NINE MONTH
PERIOD ENDED ELIMINATION OF PERIOD ENDED
SEPT 30, 1996 FOREST LAKES SEPT 30, 1996
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<S> <C> <C> <C>
NET REVENUES $4,160,845 $ 936,209 $3,224,636
COSTS AND EXPENSES:
Operating, general and administrative $4,135,747 $ 825,685 3,310,062
Noncash compensation (credit) - management stock options $ (694,400) $ 0 (694,400)
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Operating income $ 719,498 $ 110,524 608,974
Interest Income $ 16,777 $ 410 16,367
Interest Expense $ (680,502) $(246,815) (433,687)
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Net income (loss) $ 55,773 $(135,881) 191,654
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NET INCOME PER COMMON AND COMMON EQUIVALENT SHARE $0.02 $0.05
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WEIGHTED AVG NUMBER OF COMMON AND COMMON EQUIVALENT SHARES OUTSTANDING 3,621,164 621,164
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</TABLE>
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS TO FORM 8-K
SENIOR TOUR PLAYERS DEVELOPMENT, INC.
AND SUBSIDIARY
<TABLE>
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
UNAUDITED
<CAPTION>
ACTUAL PRO FORMA
YEAR ENDED ELIMINATION OF YEAR ENDED
DEC 31, 1995 FOREST LAKES DEC 31, 1995
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<S> <C> <C> <C>
NET REVENUES $ 2,070,305 $1,185,822 $ 884,483
COSTS AND EXPENSES:
Operating, general and administrative $ 3,326,932 $1,191,419 $ 2,135,513
Noncash compensation charge - management stock options $ 2,500,000 $ 0 $ 2,500,000
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Operating (loss) $(3,756,627) $ (5,597) $(3,751,030)
Interest Income $ 111,388 $ 347 $ 111,041
Interest Expense $ (380,169) $ (347,557) $ (32,612)
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Net (loss) $(4,025,408) $ (352,807) $(3,672,601)
=========== ========== ===========
Net Loss Per Share $(1.37) $(1.25)
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WEIGHTED AVG NUMBER OF COMMON SHARES OUTSTANDING 2,933,333 2,933,333
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</TABLE>
<PAGE> 7
SIGNATURES
In accordance with requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
SENIOR TOUR PLAYERS DEVELOPMENT, INC.
Dated: January 2, 1997 By: /s/ Lawrence P. Butler
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Lawrence P. Butler
Chief Financial Officer
