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): March 12, 2001 (March 9, 2001) 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 today announced that it has sold its stock and equity interests in five businesses to the privately held Oklahoma Publishing Company (OPUBCO). OPUBCO owns 6.3% of Gaylord Entertainment. Four directors of Gaylord Entertainment, who are the beneficial owners of an additional 28.2% of Gaylord Entertainment, also are directors of OPUBCO and voting trustees of a voting trust that controls OPUBCO. The transaction was reviewed and approved by a special committee of the independent directors of Gaylord Entertainment. The press release issued by Gaylord Entertainment Company on March 9, 2001 announcing this transaction is attached hereto as Exhibit 99.1. 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/Denise Wilder Warren ---------------------------------------- Denise Wilder Warren Chief Financial Officer March 9, 2001 3
4 INDEX TO EXHIBITS Exhibit Number Description - -------------- ----------- 99.1 Press Release dated March 9, 2001.
1 Exhibit 99.1 MEDIA CONTACT: Tom Adkinson E-MAIL: tadkinson@gaylordentertainment.com TELEPHONE: 615/316-6302 INVESTOR CONTACT: J. Russell Worsham E-MAIL: rworsham@gaylordentertainment.com TELEPHONE: 615/316-6564 GAYLORD ENTERTAINMENT SELLS FIVE FILM AND SPORTS BUSINESSES TO OKLAHOMA PUBLISHING COMPANY NASHVILLE, Tenn. (March 9, 2001)--Gaylord Entertainment Company (NYSE: GET) has sold its stock and equity interests in five businesses to the privately held Oklahoma Publishing Company (OPUBCO) for $22 million in cash as well as the assumption of approximately $20 million in third party debt. The businesses sold were Gaylord Films, Pandora Films, Gaylord Sports Management Group, Gaylord Event Television and Gaylord Production Company. Gaylord Films, Pandora and Gaylord Event Television are located in California, Gaylord Sports Management Group is in Arizona and Gaylord Production Company is in Tennessee. "The sale of these businesses continues our work to streamline Gaylord Entertainment and allows us to focus on our core operations in hospitality, music, media and entertainment. Our core businesses--among them established entities such as the Opryland Hotel, the Grand Ole Opry, Word Entertainment, Acuff-Rose Music Publishing and WSM Radio--warrant our substantial interest," said Dennis J. Sullivan Jr., president and chief executive officer of Gaylord Entertainment. Four of the five businesses sold were relatively new to Gaylord Entertainment. The fifth, Gaylord Production Company, formerly an active production company, maintains a library of television series, made-for-television movies and feature-length movies which it licenses to third parties. It was created in 1980. Gaylord Films, with offices in Burbank, Calif., was established in September 2000 to produce and distribute major motion pictures. Pandora Films, acquired by Gaylord Entertainment in 1998, is a worldwide distributor of films and television programming. It recently was relocated to Burbank from Paris, France, in order to consolidate operations and eliminate repetitive functions. Gaylord Sports Management Group in Scottsdale, Ariz., is a golf management company that manages the careers of professional golfers. It was purchased by Gaylord Entertainment in 1998. Gaylord Event Television in Santa Monica, Calif., is a producer of televised specialty golf events. It was established as Jack Nicklaus Productions and was acquired by Gaylord Entertainment in 1999.
2 OPUBCO owns 6.3% of Gaylord Entertainment. Four directors of Gaylord Entertainment, who are the beneficial owners of an additional 28.2% of Gaylord Entertainment, also are directors of OPUBCO and voting trustees of a voting trust that controls OPUBCO. The transaction was reviewed and approved by a special committee of the independent directors of Gaylord Entertainment. The Company received an appraisal from a firm that specializes in valuations related to films, entertainment and service businesses as well as a fairness opinion from an investment bank. The transaction is subject to customary warranties, indemnifications, covenants and closing conditions. The table below summarizes the revenues and operating cash flow of the company's on-going business segments, excluding those operations listed above which are no longer part of the company. The table below also excludes the following which were closed or divested during 2000: Operations of Gaylord Digital, the Wildhorse Saloon in Orlando and the Opryland KOA campground and country music record label development costs. Also excluded are the operating results of television station KTVT which was divested in 1999, and development fees earned in 1999 on the Opry Mills shopping complex which did not recur in 2000 (amounts in thousands). Three Months Ended Year Ended December 31, December 31, 2000 1999 2000 1999 REVENUES Hospitality and attractions $ 70,039 $ 71,334 255,755 $ 256,742 Music, media and entertainment 50,928 51,244 209,398 208,736 Corporate and other 64 244 64 294 TOTAL REVENUES 121,031 122,822 465,217 465,772 OPERATING CASH FLOW Hospitality and attractions 22,545 20,089 70,135 63,769 Music, media and entertainment (4,605) (3,157) (15,529) (393) Corporate and other (7,007) (6,856) (29,282) (23,933) TOTAL OPERATING CASH FLOW $ 10,933 $ 10,076 25,324 $ 39,443 This press release contains certain forward-looking statements. In connection with the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, Gaylord Entertainment cautions investors that future events or operating results of Gaylord Entertainment may differ materially from those projected in the forward-looking statements made by Gaylord Entertainment Company. Gaylord Entertainment is a diversified entertainment company whose businesses operate in two groups: hospitality and attractions, and music, media and entertainment. It is headquartered in Nashville, Tennessee, and its stock is traded on the New York Stock Exchange (symbol: GET). #