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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM __________ TO __________.
COMMISSION FILE NUMBER
0-22582
TBA ENTERTAINMENT CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 62-1535897
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
16501 VENTURA BOULEVARD
ENCINO, CALIFORNIA 91436
(Address of principal executive offices) (Zip Code)
(818) 728-2600
(Registrant's telephone number, including area code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
COMMON STOCK, PAR VALUE $0.001 PER SHARE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES [X] NO [ ].
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of the voting stock held by non-affiliates of the
registrant (based on the closing sale price of such stock as reported on March
9, 2001 on the American Stock Exchange) was approximately $24,323,700.
As of March 9, 2001, 7,461,900 shares of the registrant's Common Stock were
outstanding.
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EXPLANATORY NOTE
This Form 10-K/A is being filed in order to amend and restate in their
entirety Items 10, 11, 12 and 13 of the Registrant's Form 10-K for the fiscal
year ended December 31, 2000.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
The following table sets forth certain information regarding the
directors and executive officers of the Company:
Name Age Position Held Since
---- --- -------- ----------
Thomas J. Weaver III 43 Chairman of the Board, Chief 1993
Executive Officer
Frank Bumstead 59 Director 1993
Charles Flood 56 Director 1995
Joseph C. Galante 51 Director 1998
S. Herbert Rhea 78 Director 2000
W. Reid Sanders 51 Director 2000
Frank A. McKinnie Weaver, Sr. 40 Director, Secretary 1993
Kyle Young 45 Director 1996
Greg M. Janese 42 President and Chief Operating Officer 2001
Bryan J. Cusworth 41 Executive Vice President, Chief 1996, 1999
Financial Officer and Treasurer
Thomas J. Weaver III has served as Chairman of the Board and Chief
Executive Officer of the Company since its inception. Mr. Weaver also served as
President until January 2001. From 1986 to 1988, Mr. Weaver served as president
of Hard Rock International plc, an English public company whose securities
traded on the London Stock Exchange and the American Stock Exchange. Since 1988
he has been the President of Heritage Trust Company, a corporation with
investments in numerous public and private companies. Mr. Weaver devotes his
full-time efforts to the business operations of the Company. Mr. Weaver is the
brother of Frank A. McKinnie Weaver, Sr.
Frank Bumstead has been President and a principal stockholder of Flood,
Bumstead, McCready & McCarthy, Inc., a business management firm which represents
the financial interests of artists, song writers and producers in the music
industry since 1989. From 1993 until 1999, he served as Chairman and Chief
Executive Officer, and was a principal stockholder, of FBMS Financial, Inc., a
registered investment advisor under the Investment Company Act of 1940. From
1986 to December 1990, Mr. Bumstead was President of Bumstead Co., a financial
consulting company. He is also Vice Chairman of the Board of Response Oncology
Inc., a health care services firm traded on the OTC Bulletin Board operated by
The Nasdaq Stock Market, Inc., and a director of American Retirement Corp. and
Syntroleum, Inc.
Charles Flood has been the Chairman of the Board and a principal
stockholder of Flood, Bumstead, McCready & McCarthy, Inc., a business management
firm which represents the financial interests of artists, song writers and
producers in the music industry since 1989. Prior to that time, Mr. Flood worked
at Capitol Records in Nashville as the Director of Artist Relations and later as
Director of Talent Acquisition.
Joseph C. Galante has been the Chairman of RCA Label GroupRLG/Nashville
since 1995. From 1990 to 1994, Mr. Galante served as President of the RCA
Records Label/US. From 1982 through 1991, Mr. Galante served as President of RCA
Records/Nashville. Mr. Galante is a director of First American National Bank
Advisory Board, Leadership Music and the Country Music Association. He is also
Chairman of the T.J. Martell Foundation.
Since 1983, Mr. Rhea has been a Director and President of Rhea
Financial Corporation, a financial consulting firm. Since 1987, he has been a
shareholder in the corporate general partner of Private Investment Consortium,
Ltd., a public venture capital firm with total assets in excess of $100 million.
In prior years, Mr. Rhea has served as a Director of the following corporations:
Bryce Corporation, Auto-Chlor System, H.T. Marketing, Inc., Day Companies, Inc.,
DeSoto Hardwood Flooring Company,
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Raiford's, Inc., Leader Federal Savings & Loan Association, Orgill Brothers,
Inc., Day Oil, Inc., Hardwood Dimension Company, National Manufacturing Company,
National Leader Life Insurance Company, Parts Industries Corporation, Southern
States Oil Company, Valmac Industries, Inc., National Trust Life Insurance
Company and Choctow, Inc., corporations with aggregate revenues and assets of
several billion dollars. Mr. Rhea currently serves as a Trustee of the Frank Z.
Jemison, Jr. Foundation, Inc. and the Hugo Dixon Foundation. Mr. Rhea is also
the Chairman, Board of Trustees, Dixon Gallery & Gardens and is on the Board of
Trustees, Rhodes College.
Since 1976, Mr. Sanders has been President of Long Leaf Partners Funds,
a family of funds with net assets under management in excess of $12 billion. Mr.
Sanders is a Director of Harbor Global Co., Ltd. and TV Pioneer Group, Inc.,
Chairman of the Regional Selection Committee for the Jefferson Scholarship at
the University of Virginia, a member of the Advisory Board of the University of
Tennessee at Memphis, a Trustee of the Hugo Dixon Foundation, and serves on the
Board of Trustees of TV Dixon Gallery & Gardens and is on the Board of Trustees,
Rhodes College.
Frank A. McKinnie Weaver, Sr. has served as Vice President,
Correspondent Banking, of First Tennessee Bank, N.A., since 1999. Prior to
joining First Tennessee Bank, Mr. Weaver served as Vice President, Correspondent
Banking at National Bank of Commerce (NBC), Memphis, Tennessee. Mr. Weaver
served at NBC for five (5) years prior to joining First Tennessee Bank. Prior to
NBC, Mr. Weaver served The Whiteville Bank from 1985 to 1994, leaving that
institution as Vice President and Director to join NBC in Memphis, Tennessee.
Mr. Weaver is also a Director of Heritage Trust Company and is President of
Heritage Farms of Hickory Valley, Inc. Mr. Weaver is the brother of Thomas J.
Weaver III.
Kyle Young has been the Deputy Director of the Country Music Foundation
(the "CMF") since 1985. From 1975 to 1985, Mr. Young was employed by the CMF in
various capacities, including involvement in the development and licensing of
television shows, radio programs and music festivals produced by the CMF. Mr.
Young is involved in the Country Music Association, the National Academy of the
Recording Arts and Sciences, the National Association of Independent Record
Distributors, the Nashville Entertainment Association, the Inter-Museum Council
of Nashville, the Nashville Institute for the Arts and Vanderbilt University
Press.
Greg M. Janese currently serves as President and Chief Operating
Officer of the Company and served as an Executive Vice President from April 1997
until January 2001. He has led the Company's Corporate Communications and
Entertainment division since April 1997, when the Company acquired Avalon
Entertainment Group, Inc. ("AEG"). Mr. Janese has over 20 years of experience in
the entertainment industry. From 1993 to 1997, he served as President of AEG. He
co-founded The Entertainment Group, a Nashville based concert promotion and
production company and the predecessor to AEG, in 1989. In 1987, Mr. Janese
founded World Class Productions, a corporate production firm partnered with
Barbara Mandrell. Prior to that, Mr. Janese was involved in various capacities
with artist promotions, public relations, and booking and producing talent for
corporate meeting and special events.
Bryan J. Cusworth has served as Executive Vice President and Chief
Financial Officer of the Company since 1996 and Treasurer since 1999. Prior to
joining the Company, Mr. Cusworth was employed by Arthur Andersen LLP from July
1982 to September 1996, where he specialized in the resort, real estate and
entertainment industries. Mr. Cusworth is a certified public accountant.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires that Company directors, executive officers and persons who own more
than 10% of the outstanding Common Stock file initial reports of ownership and
reports of changes in ownership of Common Stock with the Securities and Exchange
Commission (the "SEC"). Officers, directors and stockholders who own more than
10% of the outstanding Common Stock are required by the SEC to furnish the
Company with copies of all Section 16(a) reports they file.
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Based on a review of such forms, the Company believes that all Section
16(a) filing requirements applicable to its executive officers, directors and
10% stockholders were complied with for the year ended December 31, 2000, except
that W. Reid Sanders, a director, reported twelve purchases of common stock that
occurred from November 21, 2000 to December 21, 2000 on Form 5; each of Mr.
Sanders and S. Herbert Rhea, a director, reported Form 3 holdings on Form 5; and
Joseph C. Galante, a director, reported five purchases of common stock that
occurred from August 18, 2000 to November 17, 2000 on Form 5. All Form 5's were
filed timely.
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth the total compensation paid or accrued
by the Company for the three years ended December 31, 2000 on behalf of each of
the named executive officers of the Company.
SUMMARY COMPENSATION TABLE
Long Term
Annual Compensation Compensation
Name and ----------------------------- ------------
Principal Position Year Salary Bonus Options (#)
------------------ ---- ------------ ------------ ------------
Thomas J. Weaver III 2000 $ 350,000 $ -0- 175,000
Chairman of the Board, 1999 225,000 -0- -0-
Chief Executive Officer 1998 125,000 100,000 375,000(1)
Greg M. Janese 2000 200,000 50,000 75,000
President and Chief 1999 175,000 -0- -0-
Operating Officer 1998 150,000 156,650 -0-
Thomas Miserendino (2) 2000 250,000 -0- 75,000
Executive Vice President 1999 175,000 -0- -0-
1998 203,125 -0- -0-
Bryan J. Cusworth 2000 200,000 -0- 75,000
Executive Vice President, 1999 150,000 -0- -0-
Chief Financial Officer, 1998 87,500 50,000 120,000(3)
Treasurer
Marc W. Oswald (4) 2000 175,000 50,000 50,000
Executive Vice President 1999 150,000 -0- -0-
1998 150,000 156,650 -0-
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(1) Includes options to purchase 250,000 shares which were originally
granted as compensation for 1996 and were repriced in 1998.
(2) Effective as of April 10, 2001, Mr. Miserendino is no longer an
executive officer of the Company.
(3) Includes (a) options to purchase 50,000 shares which were granted to
Mr. Cusworth in lieu of $70,000 salary in 1998 and (b) options to
purchase 20,000 shares which were originally granted in 1997 and were
repriced in 1998.
(4) Mr. Oswald's employment was terminated as of December 31, 2000.
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The following table sets forth information with respect to stock
options issued to the named executive officers of the Company for the year ended
December 31, 2000.
OPTION GRANTS IN LAST FISCAL YEAR
Potential Realizable
Value at
Assumed Annual
Stock Price
Number of % of Appreciation for
Securities Total Option Term(1)
Underlying Granted -------------------------
Options in Fiscal Exercise Expiration
Name Granted 2000 Price(5) Date 5% 10%
---- ---------- ---------- ---------- ---------- ---------- ----------
Thomas J. Weaver III 175,000(2) 28.7% $ 4.44 6/28/10 $ 488,250 $1,239,000
Greg M. Janese 75,000(3) 12.3% 4.44 6/28/10 209,250 531,000
Thomas Miserendino 75,000(4) 12.3% 4.44 6/28/10 209,250 531,000
Bryan J. Cusworth 75,000(3) 12.3% 4.44 6/28/10 209,250 531,000
Marc W. Oswald 50,000(4) 8.2% 4.44 6/28/10 139,500 354,000
(1) These amounts represent certain assumed rates of appreciation only.
Actual gains, if any, on stock option exercises are dependent on the
future performance of our Common Stock and overall market conditions.
There can be no assurance that the amounts reflected in this table
will be achieved.
(2) Fully vested on date of grant.
(3) Options are exercisable at 33 1/3% per year, beginning one year from
the date of grant.
(4) Options are exercisable at 20% per year, beginning one year from the
date of grant. Mr. Oswald's options were forfeited as of December 31,
2000.
(5) The exercise price was fixed at the date of the grant and represented
the fair market value per share of Common Stock on such date.
The following table sets forth information with respect to stock
options held by the named executive officers of the Company on December 31,
2000. The closing price for the Company's Common Stock on December 29, 2000 (the
last trading day of the year) was $3.9375. None of the executive officers
exercised any stock options during 2000.
AGGREGATED FISCAL YEAR-END OPTION VALUES
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Name and Options at FY-End at FY-End
Principal Position Exercisable/Unexercisable Exercisable/Unexercisable
------------------ ------------------------- -------------------------
Thomas J. Weaver III ......... 750,000 / -0- $-0- / $ -0-
Greg M. Janese ............... -0- / 75,000 -0- / -0-
Thomas Miserendino ........... -0- / 75,000 -0- / -0-
Bryan J. Cusworth ............ 128,000 / 117,000 $4,410 / $6,615
Marc W. Oswald ............... -0- / 50,000 -0- / -0-
EMPLOYMENT AGREEMENTS
The Company has entered into an employment agreement with Thomas J.
Weaver III for a term of five years, commencing January 1, 1994. The agreement
provided for an initial annual base salary of $125,000, with increases at the
discretion of the Board of Directors. Pursuant to action taken by the Board of
Directors, Mr. Weaver's current annual base salary is $350,000. The agreement
also provides for an
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annual bonus as determined by the Board of Directors based on the operating
results of the Company. The agreement is automatically renewed on each
anniversary date for an additional five-year term unless it is terminated by
either party prior to the anniversary date. The agreement provides that Mr.
Weaver is entitled to payment for the unexpired portion of the current term in
the event his employment is terminated without cause by the Company. Under the
agreement, "cause" is defined to include failure to perform the duties of his
office, breach of fiduciary duty to the Company and willful violation of the
confidentiality or non-competition provisions of the agreement.
The Company has entered into an employment agreement with Greg M.
Janese, for an original term commencing on April 21, 1997 and continuing through
December 31, 2002. The term of the agreement was extended to April 30, 2003
pursuant to a modification agreement entered into with Mr. Janese in April 2000.
Other terms of the agreement were modified pursuant to such modification
agreement and the Company paid Mr. Janese $50,000 in consideration of such
modifications. The agreement provides for an initial annual base salary of
$150,000, with increases at the discretion of the Board of Directors. Pursuant
to action taken by the Board of Directors, Mr. Janese's current annual base
salary is $200,000. In addition, Mr. Janese is entitled to participate in
applicable incentive plans established by the Company. Mr. Janese waived all
rights to incentive compensation under the previous terms of the agreement for
all prior periods pursuant to the modification agreement. If the Company
terminates the employment of Mr. Janese without cause, or if Mr. Janese
terminates his employment for good reason, he will be entitled to (i) one
payment equal to the highest total compensation (base salary and bonus) in a
prior calendar year for the lesser of the unexpired term of the agreement or two
years, and (ii) incentive compensation for the portion of the year in which he
was employed. "Cause" is defined to include failure to perform his duties to the
Company, breach of the agreement, fraud, embezzlement, conviction of certain
serious crimes, conduct harmful to the Company and failure of Mr. Janese to
achieve certain performance objectives. "Good reason" is defined to include a
material breach of the agreement by the Company which remains uncured for 30
days after receipt of written notice of breach. The agreement contains certain
covenants by Mr. Janese not to compete with the business of the Company both
during the term of employment and for a period of two years following the
termination of employment.
COMPENSATION OF DIRECTORS
Directors who are officers and employees of the Company receive no
compensation, as such, for serving as members of the Board. Directors who are
not officers or employees of the Company receive $100 for each Board meeting
personally attended, and all Directors are reimbursed for their out-of-pocket
expenses incurred in attending Board and Committee meetings.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No person who served as a member of the Company's Compensation
Committee during 2000 (i) was an officer or employee of the Company during such
year, (ii) was formerly an officer of the Company or (iii) was a party to any
material transaction set forth under "Certain Relationships and Transactions."
No executive officer of the Company served as a member of the
compensation or similar committee or board of directors of any other entity of
which an executive officer served on the Compensation Committee or Board of
Directors of the Company.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth as of April 26, 2001 certain information
with respect to the beneficial ownership of the Company's Common Stock by (i)
each person who is known by the Company to be the beneficial owner of more than
5% of the outstanding shares of Common Stock of the Company, (ii) each of the
Company's directors, (iii) each of the Company's executive officers and (iv) all
directors and executive officers of the Company as a group. Unless otherwise
indicated, each of the stockholders listed below has sole voting and investment
power with respect to the shares of Common Stock beneficially owned. In each
case, the number of shares includes the beneficial ownership of Common Stock
issuable
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upon the exercise of options that are exercisable within 60 days. Any shares not
outstanding which are subject to such options and beneficially owned by a person
in the table below are deemed to be outstanding for the purpose of computing the
percentage of outstanding securities of the class owned by such person but are
not deemed to be outstanding for the purpose of computing the percentage of the
class beneficially owned by any other person. None of the stockholders listed
below beneficially owns any shares of the Company's Series A Preferred Stock.
Common Stock
---------------------------------------------
Number of Shares Beneficially Percent of
Name and Address (1) Owned Total
-------------------- ----------------------------- ------------
Thomas Jackson Weaver III 1,682,839(2) 20.5%
Frank Bumstead 24,850 *
Charles Flood 24,850 *
Joseph C. Galante 35,000(3) *
S. Herbert Rhea 29,000(3) *
W. Reid Sanders 100,000(3) 1.3%
Frank A. McKinnie Weaver, Sr 50,000 *
Kyle Young 0 *
Greg M. Janese 177,460 2.4%
Bryan J. Cusworth 128,000(4) 1.7%
Dimensional Fund Advisors, Inc. (5) 615,900 8.3%
All executive officers and directors as a group (ten 2,251,999 26.8%
(10) persons) (2) (3) (4) (5)
----------
* Less than 1%.
(1) The address for Mr. Thomas J. Weaver III is 402 Heritage Plantation Way,
Hickory Valley, Tennessee 38042; the address for Messrs. Bumstead and Flood
is 1700 Hayes Street, Suite 304, Nashville, Tennessee 37203; the address
for Mr. Galante is 1400 18th Avenue South, Nashville, Tennessee 37212; the
address for Mr. Rhea is 845 Crossover Lane, Suite 140, Memphis, Tennessee
38117-4908; the address for Mr. Sanders is 6225 Green Meadows Road,
Memphis, Tennessee 38120; the address for Mr. Frank A. McKinnie Weaver, Sr.
is One Commerce Square, Memphis, Tennessee 38150; the address for Mr. Young
is 4 Music Square East, Nashville, Tennessee 37203; the address for Mr.
Cusworth is 16501 Ventura Blvd., Suite 601, Encino, California 91436; the
address for Mr. Janese is 300 Tenth Avenue South, Nashville, Tennessee
37203; and the address for Dimensional Fund Advisors, Inc. is 1299 Ocean
Avenue, 11th Floor, Santa Monica, California 90401.
(2) Includes (a) 750,000 shares issuable to Mr. Weaver upon the exercise of
outstanding stock options and (b) 22,641 shares held by the Katherine
McKinnie Weaver Trust II and 233,719 shares held by the Katherine McKinnie
Weaver Trust III, of each of which Mr. Weaver is trustee.
(3) Includes 25,000 shares issuable upon the exercise of outstanding stock
options.
(4) Includes 128,000 shares issuable to Mr. Cusworth upon the exercise of
outstanding stock options.
(5) Dimensional Fund Advisors Inc. ("Dimensional"), an investment advisor
registered under Section 203 of the Investment Advisors Act of 1940,
furnishes investment advice to four investment companies registered under
the Investment Company Act of 1940, and serves as investment manger to
certain other investment vehicles, including commingled group trusts.
(These investment companies and investment vehicles are the "Portfolios").
In its role as investment advisor and investment manager, Dimensional
possessed both investment and voting power over 615,900 shares of Common
Stock as of February 2, 2001. The Portfolios own all securities reported in
this statement, and Dimensional disclaims beneficial ownership of such
securities.
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Effective as of December 31, 2000, Marc W. Oswald's employment with the
Company was terminated. In connection with such termination, the Company
repurchased an aggregate of 96,648 shares of Common Stock of the Company owned
by Mr. Oswald for an aggregate purchase price of $386,592, the fair market value
of the shares on the date of purchase. After payment in full of the outstanding
loan balance under Mr. Oswald's loan from the Company plus accrued interest, Mr.
Oswald received net proceeds of $171,340.92.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized in the city of Hickory Valley, Tennessee, on the 27th
day of April, 2001.
TBA ENTERTAINMENT CORPORATION
By: /s/ Thomas Jackson Weaver III
-----------------------------------------
Thomas Jackson Weaver III
Chairman of the Board and
Chief Executive Officer