UNITED STATES
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): August 5, 2003
RESORTQUEST INTERNATIONAL, INC.
Commission File No. 001-14115
| Delaware | 62-1750352 | |
| (State or other Jurisdiction of Incorporation) | (I.R.S. Employer | |
| Identification No.) | ||
| 8955 Highway 98 West | ||
| Suite 203 | ||
| Destin, FL | 32550 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(850) 278-4000
530 Oak Court Drive
Suite 360
Memphis, TN 38117
| SIGNATURES | ||||||||
| EXHIBIT INDEX | ||||||||
| Ex-2.1 Agreement and Plan of Merger | ||||||||
| Ex-99.1 Press Release | ||||||||
| Ex-99.2 Stock Voting Agreement | ||||||||
| Ex-99.3 Press Release | ||||||||
| Item 5. | Other Events and Regulation FD Disclosure. |
| On August 4, 2003, a definitive Agreement and Plan of Merger (the “Merger Agreement”) was entered into by and between Gaylord Entertainment Company, a Delaware corporation (“Gaylord”), GET Merger Sub, Inc., a Delaware corporation (“Sub”), and ResortQuest International, Inc., a Delaware corporation (“ResortQuest”). Pursuant to the Merger Agreement, Sub, a wholly owned subsidiary of Gaylord, will be merged with and into ResortQuest with ResortQuest continuing as the surviving corporation and a wholly owned subsidiary of Gaylord (the “Merger”). In the Merger, each outstanding share of ResortQuest common stock shall be converted into .275 shares of Gaylord’s common stock, par value $0.01 per share, and each outstanding share of Sub common stock shall be converted into one share of common stock in the surviving corporation. The transaction is intended to be treated as a tax-free reorganization. |
| The closing of the Merger is subject to customary conditions, including the receipt of government, regulatory and shareholder approvals. The closing is expected to occur in early 2004. | ||
| The terms and conditions of the Merger are more fully described in the Merger Agreement, a copy of which is attached as Exhibit 2.1 and is incorporated herein by reference. Also provided as Exhibit 99.1 is a copy of a press release issued August 5, 2003. |
| Item 7. | Financial Statements and Exhibits. |
| (a) | Not applicable. | ||
| (b) | Not applicable. | ||
| (c) | Exhibits. |
| Exhibit No. | Description | |
| 2.1 | Agreement and Plan of Merger among Gaylord Entertainment Company, GET Merger Sub, Inc. and ResortQuest International, Inc., dated as of August 4, 2003 (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). | |
| 99.1 | Press Release issued by Gaylord Entertainment Company and ResortQuest International, Inc., dated August 5, 2003. | |
| 99.2 | Stock Voting Agreement, dated as of August 4, 2003, by and among Gaylord Entertainment Company and Joseph V. Vittoria, James S. |
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| Olin, William W. Abbott, Jr., Elan J. Blutinger, Michael P. Castellano, David C. Sullivan and Theodore L. Weise. | ||
| 99.3 | Press Release issued by ResortQuest International, Inc., dated August 5, 2003. |
| Item 12. | Results of Operations and Financial Condition. |
On August 5, 2003, ResortQuest International, Inc. issued a press release announcing its financial results for the quarter ended June 30, 2003. A copy of the press release is furnished herewith as Exhibit 99.3 and is incorporated into this current report by reference.
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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.
| RESORTQUEST INTERNATIONAL, INC. | ||||
| Dated: August 5, 2003 | By: | /s/ J. Mitchell Collins | ||
| J. Mitchell Collins | ||||
| Executive Vice President and | ||||
| Chief Financial Officer | ||||
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EXHIBIT INDEX
| Exhibit No. | Description | |
| 2.1 | Agreement and Plan of Merger among Gaylord Entertainment Company, GET Merger Sub, Inc. and ResortQuest International, Inc., dated as of August 4, 2003 (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). | |
| 99.1 | Press Release issued by Gaylord Entertainment Company and ResortQuest International, Inc., dated August 5, 2003. | |
| 99.2 | Stock Voting Agreement, dated as of August 4, 2003, by and among Gaylord Entertainment Company, Joseph V. Vittoria, James S. Olin, William W. Abbott, Jr., Elan J. Blutinger, Michael P. Castellano, David C. Sullivan and Theodore L. Weise. | |
| 99.3 | Press Release issued by ResortQuest International, Inc., dated August 5, 2003. |
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