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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
April 29, 1996
Date of Report
(Date of earliest event reported)
NASHVILLE COUNTRY CLUB, INC.
(Exact name of registrant as specified in its charter)
Tennessee 0-22582 62-1535897
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
402 Heritage Plantation Way
Hickory Valley, Tennessee
(Address of principal executive offices)
38042
(Zip Code)
(901) 764-2300
(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On April 29, 1996, The Village at Breckenridge Acquisition Corp., Inc.
and Property Management Acquisition Corp., Inc., each Tennessee corporations
and wholly-owned subsidiaries of Nashville Country Club, Inc. (the
"Registrant"), acquired The Village at Breckenridge Resort (the "Resort"),
located in Breckenridge, Colorado, for approximately $31 million pursuant to a
Purchase and Sale Agreement, dated March 15, 1996 (the "Purchase Agreement"),
among the Registrant and IBEX Breckenridge Partners, Ltd., Oklawaha Farms,
Inc., Breckenridge Resort Group and IBEX Hotel and Resort Management Group
(collectively, the "Sellers").
Pursuant to the Purchase Agreement, the Registrant assumed
approximately $20.8 million of outstanding indebtedness and approximately $2.2
million of working capital deficit on the Resort as of December 31, 1995, and
paid the balance of the purchase price in cash and through the issuance to the
Sellers of 417,525 shares of the Registrant's common stock, no par value per
share ("Common Stock"). The total purchase price and structure of the
consideration paid was determined by negotiation between the Registrant and the
Sellers. The source of the cash consideration was a portion of the proceeds of
the Registrant's public offering of 1,200,000 units (the "Units"), each Unit
consisting of two shares of Common Stock and one redeemable common stock
purchase warrant. Prior to commencing negotiation of the Purchase Agreement,
there was no material relationship between (i) the Registrant, any of its
affiliates, any of its officers or directors, or any associate of such officers
and directors, and (ii) the Sellers, any affiliates of the Sellers, any of the
Sellers' officers or directors or any associate of such officers and directors.
The Resort consists primarily of the 60-room Village Hotel, the
71-room Breckenridge Mountain Lodge, eight restaurants and 120,000 rentable
square feet of commercial and meeting space. Pursuant to the Purchase
Agreement, the Registrant also acquired management contracts relating to the
management of 301 residential housing units located within and outside of the
Resort and a full-service travel agency. The 60-room Village Hotel and 220
other residential units managed by the Resort are currently being operated as a
Wyndham Resort pursuant to a ten-year franchise agreement with Wyndham Hotel
Company.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(A) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
The following financial statements of The Village at Breckenridge
Resort are hereby incorporated by reference from the Registrant's
Registration Statement on Form SB-2 (Registration No. 33-97890):
Report of Independent Auditors
Combined Balance Sheet as of December 31, 1995
For the Year Ended December 31, 1995, the Two Months Ended December
31, 1994 and the Ten Months Ended
October 31, 1994:
Combined Statements of Operations
Combined Statements of Partners' and Stockholders' Equity
Combined Statements of Cash Flows
Notes to Combined Financial Statements
(B) RESTATED AND PRO FORMA FINANCIAL INFORMATION
The following financial information of the Registrant is hereby
incorporated by reference from the Registrant's Registration Statement on Form
SB-2 (Registration No. 33-97890):
Unaudited Proforma Combined Balance Sheet as of December 31, 1995
Unaudited Proforma Combined Statement of Operation For the Year Ended
December 31, 1995
(C) EXHIBITS.
Exhibit number and description
(2) Plan of Acquisition, Reorganization, Arrangement, Liquidation
or Succession
2.1 Purchase and Sale Agreement, dated as of March 15, 1996, among
Nashville Country Club, Inc., Oklawaha Farms, Inc., IBEX
Breckenridge Partners, Ltd., Breckenridge Resort Group and
IBEX Hotel and Resort Management Group, Inc.*
(23) Consents
23.1 Consent of Ehrhardt Keefe Steiner & Hottman P.C.
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* Incorporated by reference to the same exhibit number in the
Registrant's Annual Report on Form 10-KSB filed March 29, 1996, as
amended by Form 10-KSB/A filed April 18, 1996.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
NASHVILLE COUNTRY CLUB, INC.
Date: May 15, 1996 BY: /s/ Thomas J. Weaver III
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Thomas J. Weaver III
President
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INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
Number Description of Document Page
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2.1 Purchase and Sale Agreement, dated as of March 15, 1996, among
Nashville Country Club, Inc., Oklawaha Farms, Inc., IBEX
Breckenridge Partners, Ltd., Breckenridge Resort Group and IBEX
Hotel and Resort Management Group, Inc.*
23.1 Consent of Ehrhardt Keefe Steiner & Hottman P.C.
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* Incorporated by reference to the same exhibit number in the
Registrant's Annual Report on Form 10-KSB filed March 29, 1996, as
amended by Form 10-KSB/A filed April 18, 1996.