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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
GAYLORD ENTERTAINMENT COMPANY
-----------------------------
(Name of Issuer)
Common Stock, Par Value $0.01
-----------------------------
(Title of Class of Securities)
367905-10-6
-----------
(CUSIP Number)
Murray A. Indick
Richard C. Blum & Associates, L.P.
909 Montgomery Street, Suite 400
San Francisco, CA 94133
(415) 434-1111
--------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 26, 1997
-----------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box [ ].
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Page 1 of 11
CUSIP NO. 367905-10-6 SCHEDULE 13D Page 2 of 11
- ------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON RICHARD C. BLUM & ASSOCIATES, L.P.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 94-3205364
- ------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
- ------------------------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------------------------
4. SOURCE OF FUNDS* See Item 3 below
- ------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- ------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION California
- ------------------------------------------------------------------------------
7. SOLE VOTING POWER -0-
NUMBER OF -----------------------------------------------------------
SHARES 8. SHARED VOTING POWER 1,732,300**
BENEFICIALLY
OWNED BY EACH -----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER -0-
-----------------------------------------------------------
10. SHARED DISPOSITIVE POWER 1,732,300**
- ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,732,300**
- ------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- ------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.3%**
- ------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON PN, IA
- ------------------------------------------------------------------------------
** See Item 5 below
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 367905-10-6 SCHEDULE 13D Page 3 of 11
- ------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON RICHARD C. BLUM & ASSOCIATES, INC.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 94-2967812
- ------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
- ------------------------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------------------------
4. SOURCE OF FUNDS* See Item 3 below
- ------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- ------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION California
- ------------------------------------------------------------------------------
7. SOLE VOTING POWER -0-
NUMBER OF -----------------------------------------------------------
SHARES 8. SHARED VOTING POWER 1,732,300**
BENEFICIALLY
OWNED BY EACH -----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER -0-
-----------------------------------------------------------
10. SHARED DISPOSITIVE POWER 1,732,300**
- ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,732,300**
- ------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- ------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.3%**
- ------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON CO
- ------------------------------------------------------------------------------
** See Item 5 below
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 367905-10-6 SCHEDULE 13D Page 4 of 11
- ------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON RICHARD C. BLUM
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- ------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
- ------------------------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------------------------
4. SOURCE OF FUNDS* See Item 3 below
- ------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- ------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION California
- ------------------------------------------------------------------------------
7. SOLE VOTING POWER -0-
NUMBER OF -----------------------------------------------------------
SHARES 8. SHARED VOTING POWER 1,732,300**
BENEFICIALLY
OWNED BY EACH -----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER -0-
-----------------------------------------------------------
10. SHARED DISPOSITIVE POWER 1,732,300**
- ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,732,300**
- ------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- ------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.3%**
- ------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON IN
- ------------------------------------------------------------------------------
** See Item 5 below
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 367905-10-6 SCHEDULE 13D Page 5 of 11
Item 1. Security and Issuer
- ----------------------------
This Schedule 13D relates to shares of Common Stock, par value $0.01 (the
"Common Stock") of Gaylord Entertainment Company, a Delaware corporation (the
"Issuer"). The principal executive office and mailing address of the Issuer
is One Gaylord Drive, Nashville, TN 37214.
Item 2. Identity and Background
- --------------------------------
This Schedule 13D is being filed by Richard C. Blum & Associates, L.P., a
California limited partnership ("RCBA L.P."); Richard C. Blum & Associates,
Inc., a California corporation ("RCBA Inc."); and Richard C. Blum, the
Chairman and a substantial shareholder of RCBA Inc. (collectively, the
"Reporting Persons").
RCBA L.P. is a California limited partnership whose principal business is
acting as general partner for investment partnerships and providing investment
advisory and financial consulting services. RCBA L.P. is a registered
investment adviser with the Securities and Exchange Commission. The sole
general partner of RCBA L.P. is RCBA Inc. The shares of Common Stock were
acquired on behalf of RCBA L.P.'s limited partnerships and investment advisory
clients.
The principal business office address of RCBA L.P. and RCBA Inc. is 909
Montgomery Street, Suite 400, San Francisco, California 94133. The names of
the executive officers and directors of RCBA Inc., their addresses,
citizenship and principal occupations are as follows:
Name and Business Citizen- Principal Occupation
Office Held Address ship or Employment
- -------------------- ----------------------- --------- --------------------
Richard C. Blum 909 Montgomery St. USA President & Chairman
President, Chairman Suite 400 RCBA L.P.
and Director San Francisco, CA 94133
Nils Colin Lind 909 Montgomery St. Norway Managing Director
Managing Director Suite 400 RCBA L.P.
and Director San Francisco, CA 94133
Jeffrey W. Ubben 909 Montgomery St. USA Managing Director
Managing Director Suite 400 of Investments,
of Investments San Francisco, CA 94133 RCBA L.P.
William C. Johnston 909 Montgomery St. USA Managing Director
Managing Director Suite 400 RCBA L.P.
San Francisco, CA 94133
CUSIP NO. 367905-10-6 SCHEDULE 13D Page 6 of 11
Name and Business Citizen- Principal Occupation
Office Held Address ship or Employment
- -------------------- ----------------------- --------- --------------------
John C. Walker 909 Montgomery St. USA Managing Director
Managing Director Suite 400 of Investments,
of Investments San Francisco, CA 94133 RCBA L.P.
Murray A. Indick 909 Montgomery St. USA Managing Director
Managing Director, Suite 400 and General Counsel,
General Counsel and San Francisco, CA 94133 RCBA L.P.
Secretary
George F. Hamel, Jr. 909 Montgomery St. USA Managing Director
Managing Director Suite 400 of Marketing,
of Marketing San Francisco, CA 94133 RCBA L.P.
Marc T. Scholvinck 909 Montgomery St. USA Managing Director
Managing Director Suite 400 and Chief Financial
and Chief Financial San Francisco, CA 94133 Officer,
Officer RCBA, L.P.
Thomas L. Kempner 40 Wall Street USA Chairman, Loeb
Director New York, NY 10005 Partners Corporation,
Investment Banking
Business
To the best knowledge of the Reporting Persons, none of the entities or
persons identified in this Item 2 has, during the past five years, been
convicted of any criminal proceeding (excluding traffic violations or similar
misdemeanors), nor been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to such
laws.
Item 3. Source and Amount of Funds or Other Consideration
- ----------------------------------------------------------
On October 1, 1997, Issuer's former parent ("Old Gaylord") consummated a
merger with a wholly-owned subsidiary of Westinghouse Electric Corporation.
Prior to the merger, Old Gaylord was restructured so that certain assets and
liabilities of Old Gaylord were transferred to or retained by Issuer.
Following the restructuring and on the day prior to the effective time of the
merger, Old Gaylord distributed pro rata to its stockholders (which included
the Reporting Persons) all of the outstanding capital stock of Issuer. As a
result, Reporting Persons received one share of Common Stock for every three
shares of Old Gaylord Class A Common Stock owned by them at record date of
September 30, 1997; this amounted to 1,101,963 shares of Common Stock.
CUSIP NO. 367905-10-6 SCHEDULE 13D Page 7 of 11
The source of funds for the balance of the Reporting Persons' shares of Common
Stock., 630,337 shares, was the working capital of RCBA L.P.'s limited
partnerships and investment advisory clients.
Item 4. Purpose of Transaction
- -------------------------------
The purpose of the acquisition of the Common Stock is for investment, and the
acquisitions of the Common Stock were made in the ordinary course of business
and were not made for the purpose of acquiring control of the Issuer.
Although no Reporting Person has any specific plan or proposal to acquire or
dispose of the Common Stock, consistent with its investment purpose, each
reporting Person at any time and from time to time may acquire additional
Common Stock or dispose of any or all of its Common Stock depending upon an
ongoing evaluation of the investment in the Common Stock, prevailing market
conditions, other investment opportunities, liquidity requirements of the
Reporting Persons and/or other investment considerations.
Also, consistent with the investment purpose, the Reporting Persons may engage
in communications with one or more shareholders of the Issuer, one or more
officers of the Issuer and/or one or more members of the board of directors of
the Issuer and/or one or more representatives of the Issuer regarding the
Issuer, including but not limited to its operations. The Reporting Persons
may discuss ideas that, if effected may result in any of the following: the
acquisition by persons of additional Common Stock of the Issuer, an
extraordinary corporate transaction involving the Issuer, and/or changes in
the board of directors or management of the Issuer.
Except to the extent the foregoing may be deemed a plan or proposal, none of
the Reporting Persons has any plans or proposals which relate to, or could
result in, any of the matters referred to in paragraphs (a) through (j),
inclusive, of the instructions to Item 4 of Schedule 13D. The Reporting
Persons may, at any time and from time to time, review or reconsider their
position and/or change their purpose and/or formulate plans or proposals with
respect thereto.
Item 5. Interest in Securities of the Issuer
- ---------------------------------------------
(a),(b) According to the Issuer's most recent Form 10-Q, there were 32,490,037
shares of Common Stock issued and outstanding as of October 31, 1997. Based on
such information, after taking into account the transactions described in Item
5(c) below, the Reporting Persons report direct holdings of 1,462,000 shares
of the Common Stock on behalf of its clients, which represents 4.5% of the
outstanding shares of the Common Stock.
In addition, because RCBA L.P. has voting and investment power with respect to
270,300 shares that are legally owned by The Common Fund for the account of
its Equity Fund ("The Common Fund"), those shares are reported as beneficially
owned by RCBA L.P. The Common Fund is principally engaged in the business of
CUSIP NO. 367905-10-6 SCHEDULE 13D Page 8 of 11
managing investments for educational institutions. The principal
administrative office of The Common Fund is located at 450 Post Road East,
Westport, Connecticut 06881-0909. The Common Fund disclaims membership in a
group with any of the Reporting Persons, and disclaims beneficial ownership of
any shares held by the Reporting Persons.
Voting and investment power concerning the above shares are held solely by
RCBA L.P. The Reporting Persons therefore may be deemed to be members in a
group, in which case each Reporting Person would be deemed to have beneficial
ownership of an aggregate of 1,732,300 shares of the Common Stock, which is
5.3% of the outstanding Common Stock. As the sole general partner of RCBA
L.P., RCBA Inc. is deemed the beneficial owner of the securities over which
RCBA L.P. has voting and investment power. As Chairman, director and a
substantial shareholder of RCBA Inc., Richard C. Blum might be deemed to be
the beneficial owner of the securities beneficially owned by RCBA Inc.
Although Mr. Blum is joining in this Schedule as a Reporting Person, the
filing of this Schedule shall not be construed as an admission that he, or any
of the other shareholders, directors or executive officers of RCBA Inc. is,
for any purpose, the beneficial owner of any of the securities that are
beneficially owned by RCBA Inc.
(c) During the last 60 days, the Reporting Persons had the following
transactions in the shares of Common Stock:
Trade Date Shares Price/Share Type of Transaction
- ---------- ------ ----------- -------------------
10-09-97 1,101,963 (*) (*)
10-22-97 151,437 30.19 Open market purchase
10-28-97 3,000 28.44 Open market purchase
10-29-97 50,000 29.38 Open market purchase
10-30-97 80,000 28.88 Open market purchase
10-31-97 110,000 29.00 Open market purchase
11-07-97 10,500 30.00 Open market purchase
11-26-97 225,400 30.50 Open market purchase
(*) shares acquired in distribution described in Item 3.
(d) and (e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
- ------------------------------------------------------------------------------
None of the Reporting Persons or, to the best knowledge of the Reporting
Persons, the other persons named in Item 2, is a party to any contract,
arrangement, understanding or relationship with respect to any securities of
the Issuer, including but not limited to the transfer or voting of any
securities of the Issuer, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or
CUSIP NO. 367905-10-6 SCHEDULE 13D Page 9 of 11
loss, or the giving or withholding of proxies, except (i) as previously
disclosed, or (ii) as noted above, RCBA L.P. has voting and investment power
of the shares held by it for the benefit of the Common Fund.
Item 7. Material to be Filed as Exhibits
- -----------------------------------------
Exhibit A Joint Filing Undertaking.
CUSIP NO. 367905-10-6 SCHEDULE 13D Page 10 of 11
SIGNATURES
After reasonable inquiry and to the best or our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: December 2, 1997
RICHARD C. BLUM & ASSOCIATES, L.P. RICHARD C. BLUM & ASSOCIATES, INC.
By /s/ Murray A. Indick By /s/ Murray A. Indick
------------------------------- -----------------------------------
Murray A. Indick Murray A. Indick
Managing Director Managing Director, General Counsel
and General Counsel and Secretary
/s/ Murray A. Indick
---------------------------------------
RICHARD C. BLUM
By Murray A. Indick, Attorney-in-Fact
CUSIP NO. 367905-10-6 SCHEDULE 13D Page 11 of 11
Exhibit A
JOINT FILING UNDERTAKING
The undersigned, being duly authorized thereunto, hereby execute this
agreement as an exhibit to this Schedule 13D to evidence the agreement of the
below-named parties, in accordance with the rules promulgated pursuant to the
Securities Exchange Act of 1934, to file this Schedule jointly on behalf of
each such party.
Dated: December 2, 1997
RICHARD C. BLUM & ASSOCIATES, L.P. RICHARD C. BLUM & ASSOCIATES, INC.
By /s/ Murray A. Indick By /s/ Murray A. Indick
------------------------------- -----------------------------------
Murray A. Indick Murray A. Indick
Managing Director Managing Director, General Counsel
and General Counsel and Secretary
/s/ Murray A. Indick
---------------------------------------
RICHARD C. BLUM
By Murray A. Indick, Attorney-in-Fact