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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): May 23, 2000 (May 22, 2000)
GAYLORD ENTERTAINMENT COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
1-13079 73-0664379
(Commission File Number) (I.R.S. employer identification number)
ONE GAYLORD DRIVE, NASHVILLE, TENNESSEE 37214
(Address of principal executive offices) (Zip Code)
(615) 316-6000
(Registrant's Telephone Number, Including Area Code)
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
On May 22, 2000, the Registrant entered into a seven-year forward
purchase contract with an affiliate of Credit Suisse First Boston pursuant to
which the Registrant monetized shares of Viacom Inc. stock owned by the
Registrant which has a current market value of more than $600 million. The
Registrant utilized the SAILS (Shared Appreciation Income Linked Securities)
instrument from Credit Suisse First Boston, which enabled the Registrant to
realize the cash value of its Viacom stock at market prices. The Registrant
received net proceeds of approximately $500 million after fees, expenses and the
pre-payment of certain annual contractual obligations under the SAILS
instrument. The forward purchase contract eliminates Registrant's exposure to
any decline in Viacom's share price. The contract also provides the Registrant
an opportunity to share in any increase in Viacom's stock price during the
seven-year term of the SAILS contract. The securities contract requires certain
contract payments during the final 3 3/4 years (unless prepaid) and obligates
the Registrant to certain covenants. At the end of the term, the Registrant may
elect to pay its counterparty in cash rather than delivering the Viacom shares.
The Registrant acquired the Viacom stock in connection with the sale to
CBS Corporation in October 1999 of the Registrant's television station KTVT-TV
in Dallas-Ft. Worth, Texas. CBS subsequently merged with Viacom.
The Registrant used approximately $394 million of the net proceeds from
the transaction to repay all outstanding debt under its bank credit agreement,
and will use the balance to finance developing projects, including its new
Opryland Hotel Florida in Kissimee-St. Cloud and Opryland Hotel Texas in
Grapevine, Texas.
The foregoing summary description of these transactions is qualified in
its entirety by reference to the full text of the SAILS Securities Contract,
SAILS Pledge Agreement, and press release, copies of which are annexed hereto as
Exhibits 10.1, 10.2 and 99, respectively, and incorporated herein by this
reference.
This Current Report contains certain forward-looking statements
regarding, among other things, the anticipated financial and operating results
of the Registrant. In connection with the "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995, the Registrant cautions
investors that future financial and operating results may differ materially from
those projected in forward-looking statements made by, or on behalf of, the
Registrant.
ITEM 7(C). EXHIBITS
The exhibits filed with this report are listed in the Index to Exhibits
set forth elsewhere herein.
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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, thereunto duly authorized.
GAYLORD ENTERTAINMENT COMPANY
By: /s/ Denise Wilder Warren
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Denise Wilder Warren
Senior Vice President and
Chief Financial Officer
By: /s/ Carl W. Kornmeyer
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Carl W. Kornmeyer
Executive Vice President Corporate
and Operational Development
May 23, 2000
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INDEX TO EXHIBITS
Exhibit Number Description
10.1+ SAILS Mandatorily Exchangeable Securities Contract dated as of
May 22, 2000, among the Registrant, OLH G.P., Credit Suisse
First Boston International, and Credit Suisse First Boston
Corporation, as agent.
10.2+ SAILS Pledge Agreement dated as of May 22, 2000, among the
Registrant, Credit Suisse First Boston International, and
Credit Suisse First Boston Corporation, as agent.
99 Press Release issued by the Registrant on May 23, 2000.
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+ As directed by Item 601(b)(2) of Regulation S-K, certain schedules and
exhibits to this exhibit are omitted from this filing. Registrant agrees to
furnish supplementally a copy of any omitted schedule or exhibit to the
Commission upon request.
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