1 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 3, 2000 (July 31, 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)
2 ITEM 5. OTHER EVENTS. Gaylord Entertainment Company (the "Company") is filing this current report on Form 8-K in order to file with the Securities and Exchange Commission a press release issued by the Company on July 31, 2000. A copy of the press release is included as an exhibit to this filing On July 31, 2000, the Company announced the resignation of Terry E. London as President and Chief Executive Officer with immediate effect. Mr. London also resigned from the Company's Board of Directors. The Board of Directors has appointed E. K. Gaylord II, the Chairman of the Board of Directors, as interim President and Chief Executive Officer pending the appointment of a new, permanent chief executive officer. This Current Report contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The actual results of Gaylord Entertainment Company could differ materially from those set forth in the forward-looking statements. ITEM 7(c). EXHIBITS The following exhibit is filed as part of this Current Report: 1. Exhibit Number Description of Exhibits -------------- ----------------------- 99.1 Press Release of Gaylord Entertainment Company dated July 31, 2000, regarding the resignation of Terry E. London 2
3 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/ Rod Connor ------------------------------ Rod Connor Senior Vice President and Chief Administrative Officer August 3, 2000 3
4 INDEX TO EXHIBITS Exhibit Number Description -------------- ----------- 99.1 Press Release issued by Gaylord Entertainment Company on July 31, 2000 regarding the resignation of Terry E. London. 4
1 EXHIBIT 99.1 Media Contact: Tom Adkinson 615/316-6302 tadkinson@gaylordentertainment.com Investor Contact: J. Russell Worsham 615/316-6564 rworsham@gaylordentertainment.com TERRY LONDON RESIGNS AS PRESIDENT, CEO OF GAYLORD ENTERTAINMENT; BOARD CHAIRMAN E.K. GAYLORD II ASSUMES INTERIM ROLE NASHVILLE, Tenn. (July 31, 2000)--Gaylord Entertainment Company (NYSE: GET) today announced the resignation of Terry E. London as president and chief executive officer and said the company's chairman, E.K. Gaylord II, will assume the role of interim president and CEO. London, who has been a part of the Gaylord organization since 1978, said, "After 22 years with the company, I have decided it is the right time for me to resign as president and CEO." "We have a good plan and strategy in place," London said. "We have key leadership on board. The company is in good shape and ready to go forward. That enables me to leave now and focus on some other things that are very important to me." Commenting on the move, E.K. Gaylord II said, "From knowing and working with Terry London for the past 22 years, I understand and respect the decision he has made. Our friendship will endure. I wish him and his family the very best and Godspeed. As interim CEO, I will keep our team focused and motivated. We have an approved plan, and we will stick to it." London said, "I greatly appreciate the opportunity the company and the Gaylord family have given me. There are few organizations such as this one that have consistently created shareholder value through innovative and creative investments while also maintaining a standard of honesty and integrity." "I want to thank all the wonderful employees who have supported me and who have given their talent and time to make Gaylord Entertainment a great place to be. I am confident the success will continue." Gaylord Entertainment is a diversified entertainment company whose businesses operate in three groups: hospitality and attractions, creative content and interactive media. Its headquarters are in Nashville, Tenn., and its stock is traded on the New York Stock Exchange (symbol: GET). #