3//SEC Filing
TBA ENTERTAINMENT CORP 3
Accession 0001209191-04-021190
CIK 0000913201operating
Filed
Apr 18, 8:00 PM ET
Accepted
Apr 19, 5:23 PM ET
Size
6.8 KB
Accession
0001209191-04-021190
Insider Transaction Report
Form 3
GEDDES ROBERT
10% Owner
Holdings
- 0(indirect: See footnotes.)
Common Stock
Footnotes (4)
- [F1]TBA Merger Sub, Inc. ("Merger Sub"), TBA Holdings, LLC ("Holdings") and TBA Entertainment Corporation ("TBA") entered into a Merger Agreement dated April 8, 2004 (the "Merger Agreement") pursuant to which Holdings may 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 (the "Merger"). JHW Greentree Capital, L.P., 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, ("Weaver") Chief Executive Officer of TBA who, in connection with the signing of the Meger 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.
- [F2]The reporting person may also be deemed to have beneficial ownership of 338,500 shares of TBA common stock beneficially owned by Azoff Family Trust of 1997, of which Irving Azoff has shared control as settlor and co-trustee, because the reporting person may be deemed to constitute part of a "group" as the term is used in Section 13(d) of the Securities Exchange Act of 1934.
- [F3]The reporting person disclaims beneficial ownership with respect to the Issuer's securities beneficially owned by Azoff Family Trust. The reporting person disclaims beneficial ownership with respect to the Issuer's securities benefically owned by Weaver. The filing of this form shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
- [F4]The reporting person disclaims that he constitutes 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 form shall not be deemed an admission that the reporting person constitutes such a "person" or "group."
Documents
Issuer
TBA ENTERTAINMENT CORP
CIK 0000913201
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0000913201
Filing Metadata
- Form type
- 3
- Filed
- Apr 18, 8:00 PM ET
- Accepted
- Apr 19, 5:23 PM ET
- Size
- 6.8 KB