UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
TBA ENTERTAINMENT CORPORATION
--------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK
--------------------------------------------------------------------------------
(Title of Class of Securities)
872173109
--------------------------------------------------------------------------------
(CUSIP Number)
Michael B. Cowan
177 BROAD STREET
STAMFORD, CT 06901
(203) 973-1400
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
COPY TO:
FREDERICK TANNE, ESQ.
ARMAND A. DELLA MONICA, ESQ.
KIRKLAND & ELLIS LLP
153 EAST 53RD STREET
NEW YORK, NEW YORK 10022
(212) 446-4800
APRIL 8, 2004
--------------------------------------------------------------------------------
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties to whom copies are to be sent.
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).
Page 1 of 15 Pages
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (entities only)
TBA Holdings, LLC (IRS Identification No. 20-0971841).
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 660,075 (See Item 5)
WITH -----------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
-----------------------------------------------------
10 SHARED DISPOSITIVE POWER
0 (See Item 5)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
660,075 (See Item 5)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.9% (See Item 5)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
OO
--------------------------------------------------------------------------------
Page 5 of 15 Pages
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (entities only)
JHW Greentree Capital, L.P., a Delaware limited partnership
(IRS Identification No. 20-0075072, the general partner of
which is JHW Greentree Capital GP, LLC, a Delaware limited
liability company (IRS Identification No. 20-0075117), the
managing members of which are Peter M. Castleman, Michael R.
Stone and Daniel J. O'Brien.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware limited partnership and general partnership. Each
managing partner is a United States citizen.
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 660,075 (See Item 5)
WITH -----------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
-----------------------------------------------------
10 SHARED DISPOSITIVE POWER
0 (See Item 5)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
660,075 (See Item 5)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) [X]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.9% (See Item 5)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
PN
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (entities only)
Irving Azoff
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
PF
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 998,575 (See Item 5)
WITH -----------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
-----------------------------------------------------
10 SHARED DISPOSITIVE POWER
338,500 (See Item 5)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
998,575 (See Item 5)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.5% (See Item 5)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS / I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (entities only)
Robert Geddes
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
PF
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(D) OR 2(E) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United Sates
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 660,075 (See Item 5)
WITH -----------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
-----------------------------------------------------
10 SHARED DISPOSITIVE POWER
0 (See Item 5)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
660,075 (See Item 5)
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.9% (See Item 5)
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
--------------------------------------------------------------------------------
ITEM 1. SECURITY AND ISSUER
This schedule relates to the common stock, $0.001 per share (the
"Common Stock"), of TBA Entertainment Corporation, a Delaware corporation (the
"Issuer"). The name and address of the principal executive offices of the Issuer
are 402 Heritage Plantation Way, Hickory Valley, Tennessee 38042.
ITEM 2. IDENTITY AND BACKGROUND
TBA Holdings, LLC ("Holdings") is a Delaware limited liability
company, with offices at 177 Broad Street, Stamford, Connecticut 06901. TBA
Merger Sub, Inc. ("Merger Sub") is a Delaware corporation and whooly-owned
subsidiary of Holdings, with offices at 177 Broad Street, Stamford, Connecticut
06901. Holdings and Merger Sub were formed to effectuate a merger with TBA
Entertainment Corporation ("TBA") as described in Item 3 below.
JHW Greentree Capital, L.P. ("Greentree LP") is a Delaware limited
partnership, with offices at 177 Broad Street, Stamford, Connecticut 06901. JHW
Greentree Capital GP, LLC ("Greentree GP") is a Delaware limited liability
company, with offices at 177 Broad Street, Stamford, Connecticut 06901. The
names of the managing members of Greentree GP are Peter M. Castleman, Michael R.
Stone and Daniel J. O'Brien, each having a business address of 177 Broad Street,
Stamford, Connecticut 06901. The principal business of Greentree LP is that of
a private investment firm. The principal business of Greentree GP is that of
being the general partner of Greentree LP. The principal occupation or
employment of Greentree GP's managing members is that of partner of Whitney &
Co., LLC and managing member of various entities affliated with Whitney & Co.,
LLC. Each managing member of Greentree GP is a citizen of the United States.
Irving Azoff is a settlor and co-trustee of Azoff Family Trust of 1997
("Azoff Family Trust"), with address at 1100 Glendon Avenue, Suite 2000, Los
Angeles, California 90024. Irving Azoff is a citizen of the United States.
Robert Geddes is an entertainment industry executive whose business
address is Eric/Chandler PMB 178, 5942 Edinger Avenue, #113, Huntington Beach,
California 92649. Robert Geddes is a citizen of the United States.
None of the parties listed on the cover pages of this Schedule (the
"Reporting Persons"), has, at any time during the last five years, been (a)
convicted in any criminal proceeding (excluding traffic violations or similar
misdemeanors), or (b) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which any of them
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Holdings, Merger Sub and TBA entered into a Merger Agreement dated
April 8, 2004 (the "Merger Agreement") pursuant to which Holdings will acquire
all of the outstanding shares of TBA's capital stock through the merger of
Merger Sub with and into TBA, with TBA continuing to exist as the surviving
corporation of such merger (the "Merger").
Holdings will acquire all of TBA's capital stock for cash consideration
of $6,150,000 which, after deduction of certain transaction expenses, results in
net consideration of approximately $0.67 per share of Common Stock and
approximately $0.70 per share of preferred stock. The merger consideration is
subject to downward adjustment based on certain of TBA's other expenses incurred
in connection with the Merger, as described in the Merger Agreement.
Page 6 of 15 Pages
The funds for the merger consideration will be provided to Holdings and
Merger Sub by Greentree LP, Irving Azoff and Robert Geddes. The portion of such
funds provided by Greentree LP will be provided from its working capital. The
portion of such funds provided by Irving Azoff and Robert Geddes will, in each
case, come from personal funds.
Greentree LP, Irving Azoff and Robert Geddes share control of Holdings
and, therefore, may be deemed to have beneficial ownership of 660,075 shares of
TBA Common Stock beneficially owned by Thomas Jackson Weaver, III, Chief
Executive Officer of TBA who, in connection with the signing of the Merger
Agreement, entered into a Voting Agreement with Holdings and Merger Sub dated
April 8, 2004, pursuant to which he granted to Holdings an irrevocable proxy to
vote such shares in accordance with the Voting Agreement. A copy of the Voting
Agreement is incorporated hereto as Exhibit 2.
Certain of the Reporting Persons may also be deemed to have beneficial
ownership of 338,500 shares of TBA Common Stock beneficially owned by Azoff
Family Trust, which is under the shared control of Irving Azoff as settlor and
co-trustee, because such Reporting Persons may be deemed to constitute a
"group" as the term is used in Section 13(d) of the Securities Exchange Act of
1934. The information set forth in Item 4 and Item 5 of this Schedule 13D is
hereby incorporated herein by reference.
ITEM 4. PURPOSE OF TRANSACTION.
Holdings, Merger Sub and TBA entered into a Merger Agreement dated
April 8, 2004 (the "Merger Agreement") pursuant to which Holdings will acquire
all of the outstanding shares of TBA's capital stock through the merger of
Merger Sub with and into TBA, with TBA continuing to exist as the surviving
corporation of such merger (the "Merger").
Holdings will acquire all of TBA's capital stock for cash consideration
of $6,150,000 which, after deduction of certain transaction expenses, results in
net consideration of approximately $0.67 per share of Common Stock and
approximately $0.70 per share of preferred stock. The merger consideration is
subject to downward adjustment based on certain of TBA's other expenses incurred
in connection with the Merger, as described in the Merger Agreement.
The closing of the Merger is contingent upon the approval of the
transaction by TBA's stockholders and other customary closing conditions set
forth in the Merger Agreement.
The foregoing summary description of the Merger Agreement does not
purport to be complete and is qualified in its entirety by reference to the copy
of the Merger Agreement incorporated hereto as Exhibit 3.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the date hereof, the Reporting Persons beneficially own
(or may be deemed for purposes of Rule 13d-3 promulgated under the Exchange Act
to beneficially own) directly or indirectly, an aggregate of 998,575 shares of
Common Stock, or approximately 13.5% of the Common Stock outstanding on the date
hereof (including the number of shares of Common Stock that the Reporting
Persons have the right to acquire within 60 days of the date hereof).
Each of the Reporting Persons (other than Holdings) disclaims
beneficial ownership with respect to the 660,075 shares of Common Stock
beneficially owned by Thomas Jackson Weaver, III and subject to the Voting
Agreement. Each of the Reporting Persons (other than Irving Azoff, except to
the extent of his pecuniary interest therein) also disclaims beneficial
ownership with respect to the 338,500 shares of Common Stock beneficially owned
by Azoff
Page 7 of 15 Pages
Family Trust. The filing of this Schedule shall not be deemed an admission that
any of the Reporting Persons is the beneficial owner for the purposes of Section
13(d) of the Exchange Act of 1934 or for any other purpose.
Each of the Reporting Persons disclaims that they constitute a "person"
or a "group" as such terms are used in Section 13(d) of the Securities Exchange
Act of 1934. The filing of this Schedule shall not be deemed an admission that
any of the Reporting Persons constitute such a "person" or "group."
(b) As of the date hereof, the Reporting Persons have the shared power
to vote or to dispose of (or may be deemed for purposes of Rule 13d-3
promulgated under the Exchange Act to have such powers) an aggregate of 998,575
shares of Common Stock.
Each of the Reporting Persons (other than Holdings) disclaims
beneficial ownership with respect to the 660,075 shares of Common Stock
beneficially owned by Thomas Jackson Weaver, III subject to the Voting
Agreement. Each of the Reporting Persons (other than Irving Azoff, except to
the extent of his pecuniary interest therein) also disclaims beneficial
ownership with respect to the 338,500 shares of Common Stock beneficially owned
by Azoff Family Trust. The filing of this Schedule shall not be deemed an
admission that any of the Reporting Persons is the beneficial owner for the
purposes of Section 13(d) of the Exchange Act of 1934 or for any other purpose.
Each of the Reporting Persons disclaims that they constitute a "person"
or a "group" as such terms are used in Section 13(d) of the Securities Exchange
Act of 1934. The filing of this Schedule shall not be deemed an admission that
any of the Reporting Persons constitute such a "person" or "group."
(c) Except for the transactions described herein, there have been
no other transactions in the securities of the Company effected by the Reporting
Persons in the last 60 days.
(d) Except as stated within this Item 5, to the knowledge of the
Reporting Persons, only the Reporting Persons have the right to receive or the
power to direct the receipt of dividends from, or proceeds from the sale of, the
shares of Common Stock reported by this Schedule 13D.
(e) Inapplicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1. Joint Filing Agreement.*
Exhibit 2. Voting Agreement dated April 8, 2004.**
Exhibit 3. Merger Agreement dated April 8, 2004.**
* Filed herewith.
** Filed as an Exhibit by the Company on its current report filed
on Form 8-K dated April 12, 2004.
Page 8 of 15 Pages
SIGNATURES
After reasonable inquiry and to the best of each of the undersigned's
knowledge and belief, each of the undersigned certify that the information set
forth in this statement is true, complete and correct.
Date: April 19, 2004 TBA HOLDINGS, LLC
BY: /s/ Michael B. Cowan
----------------------------------------
Name: Michael B. Cowan
Its: Vice President
JHW GREENTREE CAPITAL, L.P.
By: JHW Greentree Capital GP, LLC
By: /s/ Daniel J. O'Brien
----------------------------------------
Name: Daniel J. O'Brien
Its: Managing Member
IRVING AZOFF
/s/ Irving Azoff
--------------------------------------------
Page 9 of 15 Pages
ROBERT GEDDES
/s/ Robert Geddes
--------------------------------------------
Page 10 of 15 Pages