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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
June 12, 1997
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 5. OTHER EVENTS
On June 12, 1997, Nashville Country Club, Inc. (the "Registrant")
entered into a letter agreement (the "Agreement") with Robert E. Geddes, Thomas
Miserendino and Brian F. Murphy (the "Sellers") relating to the purchase (the
"Acquisition") by the Registrant of a fifty-one percent interest in Irvine
Meadows Amphitheater, a California general partnership ("IMA Partners"), and a
group of affiliated entities (collectively, "Avalon West Coast") which produce
concerts and manage merchandising for concerts and sports events. The entities
which comprise Avalon West Coast include IMA Partners, New Avalon, Inc., a
California corporation, TBA Media, Inc., a California corporation,
Eric/Chandler Ltd., Inc., a Texas corporation, and Eric Chandler Merchandising,
Inc., a California corporation.
Pursuant to the terms of the Letter Agreement, the Registrant has
agreed to pay an aggregate purchase price equal to the greater of (i)
$7,000,000 or (ii) fifty-one percent of the sum of (a) six times the average of
EBITDA for Avalon West Coast's amphitheater operations for 1996, 1997 and 1998
and (b) six times the average of the net income before taxes of Avalon West
Coast's non-amphitheater operations for the same period. The Company expects to
enter into a definitive acquisition agreement with the Sellers relating to the
proposed Acquisition which will contain customary representations and
warranties and covenants as to the operation of the entities comprising Avalon
West Coast for the period from the date of such agreement to the closing date.
In connection with the consummation of the Acquisition, the Registrant
anticipates entering into employment agreements with Robert Geddes, Thomas
Miserendino and Brian Murphy. Messrs. Geddes and Miserendino have been
directors of the Registrant since April 1997.
The foregoing description of the terms of the Agreement does not
purport to be complete and is qualified in its entirety by reference to the
Agreement, a copy of which is attached hereto and incorporated herein by
reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
N/A
(b) RESTATED AND PRO FORMA FINANCIAL INFORMATION
N/A
(c) EXHIBITS.
2.2 Letter Agreement, dated June 12, 1997, among Nashville Country
Club, Inc., and each of Robert E. Geddes, Thomas Miserendino
and Brian F. Murphy.
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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: June 20, 1997 By: /s/ Thomas J. Weaver III
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Thomas J. Weaver III
Chief Executive Officer
and President
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INDEX TO EXHIBITS
Sequentially
Exhibit Numbered
Number Description of Document Page
------ ----------------------- ----
2.2 Letter Agreement, dated June 12, 1997, among Nashville
Country Club, Inc., and each of Robert E. Geddes,
Thomas Miserendino and Brian F. Murphy.