Table of Contents
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
Date of Report (Date of earliest event reported): January 16, 2002 (January 4, 2002)
GAYLORD ENTERTAINMENT COMPANY
Delaware | 001-10881 | 730383730 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer | ||
Identification No.) |
One Gaylord Drive | ||
Nashville, Tennessee | 37214 | |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (615) 316-6000
Item 2. Acquisition or Disposition of Assets | ||||||||
Item 7. Financial Statements and Exhibits | ||||||||
SIGNATURES | ||||||||
EXHIBIT INDEX | ||||||||
PURCHASE AGREEMENT | ||||||||
PRESS RELEASE |
Table of Contents
Item 2. Acquisition or Disposition of Assets
On January 4, 2002, Gaylord Entertainment Company (the “Company”) completed the sale of its Word Entertainment operations through the contribution of substantially all of the assets and liabilities of Gaylord Creative Group, Inc. (“GCG”), a wholly-owned subsidiary of the Company, to Idea Entertainment LLC (“Idea”), a wholly-owned subsidiary of GCG, and the sale of all of the outstanding membership interests of Idea to WMGA LLC, an affiliate of Warner Music Group Inc. GCG and its subsidiaries, operating under the trade name “Word Entertainment”, engaged in the business of producing, distributing and marketing recorded music and related products, music publishing and creating audio-visual work. The proceeds from the sale totaled approximately $84 million in cash and the net proceeds were used to pay down amounts outstanding under the Company’s credit facility with Deutsche Banc, Citibank and CIBC.
The foregoing description of the disposition of assets does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement attached hereto as Exhibit 2.1 and incorporated herein by reference.
Item 7. Financial Statements and Exhibits
(c) Exhibits
2.1 | Purchase Agreement among WMGA LLC and Gaylord Entertainment Company and Gaylord Creative Group, Inc., dated as of November 21, 2001. (Pursuant to Item 601(b)(2) of Regulation S-K, the schedules to this agreement are omitted, but will be provided supplementally to the Commission upon request.) | |
99 | Press Release dated January 7, 2002. |
2
Table of Contents
SIGNATURES
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.
GAYLORD ENTERTAINMENT COMPANY | ||||||||
Date: | January 15, 2002 | By: | /s/ Carter R. Todd | |||||
Name: | Carter R. Todd | |||||||
Title: | Senior Vice President |
3
Table of Contents
EXHIBIT INDEX
Exhibit No. | Description | |
2.1 | Purchase Agreement among WMGA LLC and Gaylord Entertainment Company and Gaylord Creative Group, Inc., dated as of November 21, 2001. (Pursuant to Item 601(b)(2) of Regulation S-K, the schedules to this agreement are omitted, but will be provided supplementally to the Commission upon request.) | |
99 | Press Release dated January 7, 2002. |
4