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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): October 7, 1997 (September
30, 1997)
GAYLORD ENTERTAINMENT COMPANY
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(Exact name of registrant as specified in its charter)
Delaware 1-13079 73-0664379
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(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer
Identification No.)
One Gaylord Drive
Nashville, TN 37214
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (615) 316-6000
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New Gaylord Entertainment Company
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
On October 1, 1997, the Registrant issued a press release announcing
that the distribution of its Common Stock and a related merger of the
Registrant's parent with a subsidiary of Westinghouse Electric Corporation had
been completed. A copy of the press release is attached hereto as Exhibit 99 and
is incorporated herein in its entirety.
Item 7. Financial Statements, Pro Forma Financial Information, and Exhibits.
3 Restated Certificate of Incorporation of the Registrant, as
amended by Certificate of Ownership and Merger, effective as
of October 1, 1997.
10.1 Agreement and Plan of Distribution, dated as of September 30,
1997, between Gaylord Entertainment Company, a Delaware
corporation now known as CBS Cable Networks, Inc. ("Old
Gaylord"), and the Registrant.
10.2 Post-Closing Covenants Agreement, dated as of September 30,
1997, by and among Westinghouse Electric Corporation
("Westinghouse"), Old Gaylord, the Registrant, and certain
subsidiaries of the Registrant.
10.3 Tax Disaffiliation Agreement, dated as of September 30, 1997,
by and among Old Gaylord, the Registrant, and Westinghouse.
99 Press Release issued by the Registrant on October 1, 1997.
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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.
Date: October 7, 1997
GAYLORD ENTERTAINMENT COMPANY
By: /s/ Terry E. London
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Terry E. London
President and Chief Executive Officer