
	Item 5. Other Information and Regulation FD Disclosure.
	Item 7. Financial Statements and Exhibits.
SIGNATURE
Exhibit 2.1
Exhibit 99.1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): ~~February~~April 108, 2004

TBA ENTERTAINMENT CORPORATION ~~(Exact name of registrant as specified in its charter)~~

~~DELAWARE~~ (~~State~~Exact orname ~~other~~of ~~jurisdiction~~registrant ofas ~~incorporation~~specified in its charter)

0-22582	62-1535897
DELAWARE	0-22582	62-1535897
(Commission File Number)	(I.R.S. Employer Identification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

16501 VENTURA BOULEVARD, SUITE 601, ENCINO, CALIFORNIA 91436
(Address of principal executive offices, including zip code)

(818) 728-2600
(Registrant’s telephone number, including area code)

~~TABLE~~Not OFapplicable (Former ~~CONTENTS~~name or former address, if changed since last report)

	Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
	Item 9. Regulation FD Disclosure.
INDEX OF EXHIBITS
EXHIBIT 99.1

Item 5. Other Information and Regulation FD Disclosure.

~~Table~~ On April 8, 2004, TBA Entertainment Corporation, a Delaware corporation (“TBA”), entered into a Merger Agreement (the “Merger Agreement”) with TBA Holdings, LLC, a Delaware limited liability company (“Purchaser”), and TBA Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Purchaser ~~Contents~~(“Merger Sub”). Pursuant to the Merger Agreement, Purchaser will acquire all the outstanding shares of TBA’s capital stock by merging Merger Sub with and into TBA, with TBA continuing to exist as the surviving corporation and a wholly-owned subsidiary of Purchaser (the “Merger”).

~~Item 7.~~ Purchaser ~~Financial~~will ~~Statements~~acquire all of TBA’s capital stock for cash consideration of $6,150,000 ~~Pro~~which, ~~Forma~~after ~~Financial~~deduction ~~Information~~of certain transaction expenses, results in net consideration of approximately $0.67 per share of common stock and approximately ~~Exhibits~~$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.

~~(c)~~ The ~~Exhibits.~~Merger ~~The~~Agreement ~~following~~conditions isthe ~~filed~~closing asof the Merger upon the approval of the transaction by TBA’s stockholders, the restructuring of TBA’s credit facility with AmSouth Bank, the issuance by TBA’s independent auditors of an ~~Exhibit~~unqualified audit report for the year ended December 31, 2003, the inclusion in TBA’s Form 10-K for 2003 of certain disclosure related to available ~~this~~cash ~~Report:~~flows, and other customary closing conditions.

~~99.1~~ The ~~TBA~~foregoing ~~Entertainment~~summary ~~Corporation~~description ~~Press~~of ~~Release~~the ~~dated~~Merger ~~February~~Agreement ~~10,~~does ~~2004~~not purport to be complete and is qualified in its entirety by reference to the Merger Agreement attached hereto as Exhibit 2.1.

Item 9.Table Regulation FDof Disclosure. Contents

On In ~~February 10~~connection with the Merger Agreement, ~~2004~~Thomas Jackson Weaver III, Chief Executive Officer and Chairman of TBA, ~~Entertainment~~has ~~Corporation~~agreed ~~issued~~to avote ~~press~~his ~~release~~shares in favor ~~announcing~~of ~~that~~approving itthe ~~has~~Merger ~~entered~~Agreement ~~into~~and ~~exclusive~~the ~~negotiations~~Merger, ~~for~~and aagainst ~~possible~~any proposal or ~~acquisition~~action ofthat could interfere with or impede the ~~company~~Merger. Pursuant to a Consulting Agreement between Mr. Weaver and Merger Sub, Mr. Weaver will serve as a consultant to TBA for three years following the ~~text~~Merger and will receive compensation of ~~which~~$175,000 isper ~~attached~~year asfor ~~Exhibit 99~~such services.1.

~~Limitation~~ The onBoard ~~Incorporation~~of byDirectors ~~Reference:~~of InTBA, ~~accordance~~acting ~~with~~upon ~~general~~a recommendation of a special ~~instruction~~committee ~~B.2~~composed entirely of ~~Form~~disinterested ~~8-K~~directors, has determined that the Merger ~~information~~Agreement and the Merger are advisable and in ~~this~~the ~~report~~best isinterests ~~furnished~~of ~~under~~the ~~Item 9~~stockholders of TBA, and ~~shall~~has ~~not~~unanimously beapproved ~~deemed~~and adopted the Merger Agreement. Bear Stearns & Co. Inc. served as the financial advisor to beTBA ~~“filed”~~in connection ~~for~~with the ~~purposes~~transaction. ofPurchaser ~~Section 18~~and ofMerger Sub have represented in the ~~Securities~~Merger ~~Exchange~~Agreement ~~Act~~that ofthey ~~1934~~have orsufficient ~~otherwise~~committed ~~subject~~funds available to pay the ~~liability~~merger ~~of that section~~consideration.

~~Pursuant~~ As soon as practicable, TBA will file a proxy statement relating to the Merger ~~requirements~~with of the Securities and Exchange ~~Act~~Commission and will schedule a special meeting of ~~1934,~~stockholders to vote on a proposal to approve and adopt the Merger ~~registrant~~Agreement and the Merger. TBA’s Board of Directors has ~~duly~~unanimously ~~caused~~recommended that ~~this~~the ~~report~~stockholders toapprove beand ~~signed~~adopt onthe ~~its~~Merger ~~behalf~~Agreement byand the Merger. ~~undersigned~~Stockholders ~~hereunto~~who ~~duly~~do ~~authorized~~not vote in favor of the Merger Agreement will be entitled to seek appraisal rights under Delaware law.

	TBA ENTERTAINMENT CORPORATION
	By:	/s/ Bryan J. Cusworth
DATE: February 10, 2004		Bryan J. Cusworth Chief Financial Officer

A copy of the press release issued by TBA on April 8, 2004, announcing the execution of the Merger Agreement is attached hereto as Exhibit 99.1.

~~Table~~Item of7. ~~Contents~~Financial Statements and Exhibits.

INDEX OF EXHIBITS


(a)	None.

(b)	None.

(c)	Exhibits. The following are filed as Exhibits to this report:

	2.1	Merger Agreement, dated April 8, 2004 by and among TBA Holdings, LLC, TBA Merger Sub, Inc. and TBA Entertainment Corporation. (The exhibits and schedules to the Merger Agreement have been omitted from this report pursuant to Item 601(b)(2) of Regulation S-K, and the registrant agrees to furnish supplementally a copy of such omitted exhibits and schedules to the Securities and Exchange Commission upon request)

	99.1	Press Release, dated April 8, 2004.

Exhibit Number		Exhibit Description
99.1		Press Release dated February 10, 2004

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.


	TBA ENTERTAINMENT CORPORATION

DATE: April 9, 2004	By:	/s/ Bryan J. Cusworth

		Bryan J. Cusworth
		Chief Financial Officer

Table of Contents

Item 9.Table Regulation FDof Disclosure. Contents

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