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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): APRIL 19, 1999
(APRIL 12, 1999)
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)
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
On April 12, 1999 the Registrant announced that it had entered into a
definitive agreement (the "Agreement") whereby CBS Corporation ("CBS") will
acquire the Registrant's interest in the entities that own television station
KTVT-TV located in Dallas-Fort Worth. The Registrant will receive CBS Common
Stock having an aggregate value of $485,000,000, based upon the average market
price of CBS Common Stock shortly before the closing date.
The foregoing summary description of the Agreement and the transactions
contemplated by the Agreement is qualified in its entirety by reference to the
full text of the Agreement, a Tax Matters Agreement among the parties to the
Agreement and a press release issued by the Registrant, copies of which are
annexed hereto as Exhibits 2, 10.1 and 99, respectively, incorporated herein by
this reference. In addition, the Registrant and CBS amended the Post-Closing
Covenants Agreement, dated as of September 30, 1997, among the Registrant, CBS
and certain executive officers of the Registrant, a copy of which is filed as
Exhibit 10.2 to the Registrant's Current Report on Form 8-K, dated October 7,
1997.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) The exhibits filed with this report are listed in the Exhibit
Index 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/ THOMAS J. SHERRARD
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Thomas J. Sherrard
Secretary
April 19, 1999
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INDEX TO EXHIBITS
Exhibit
Number Description
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2+ Agreement and Plan of Merger, dated as of April 9, 1999, by
and among the Registrant, Gaylord Television Company, Gaylord
Communications, Inc., CBS Corporation, CBS Dallas Ventures,
Inc. and CBS Dallas Media, Inc.
10.1 Tax Matters Agreement, dated as of April 9, 1999, by and among
the Registrant, Gaylord Television Company, Gaylord
Communications, Inc. and CBS Corporation.
10.2 First Amendment to Post-Closing Covenants Agreement and
Non-Competition Agreements, dated as of April 9, 1999, by and
among the Registrant, CBS Corporation, Edward L. Gaylord and
E.K. Gaylord II.
99 Press Release issued by the Registrant on April 12, 1999.
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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. Registration agrees to
furnish supplementally a copy of any omitted schedule or exhibit to the
Commission upon request.