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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF
THE SECURITIES EXCHANGE ACT OF 1934
NEW GAYLORD ENTERTAINMENT COMPANY
(Exact name of registrant as specified in its charter)
Delaware 73-0664379
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
One Gaylord Drive
Nashville, Tennessee 37214
(Address of principal executive offices) (ZIP code)
(615) 316-6000
(Registrant's telephone number, including area code)
Securities to be registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
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Common Stock, $.01 par value New York Stock Exchange, Inc.
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of class)
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PRELIMINARY INFORMATION STATEMENT
NEW GAYLORD ENTERTAINMENT COMPANY
COMMON STOCK, $.01 PAR VALUE
This Information Statement ("Information Statement") is being furnished by
Gaylord Entertainment Company, a Delaware corporation ("Old Gaylord"), in
connection with the proposed pro rata distribution (the "Distribution") by Old
Gaylord to its stockholders of all of the outstanding Common Stock, $.01 par
value ("New Gaylord Common Stock"), of New Gaylord Entertainment Company, a
Delaware corporation and a wholly owned subsidiary of Old Gaylord ("New
Gaylord"). It is currently anticipated that the Distribution will be effected on
the day prior to the effective time of the proposed merger (the "Merger") of G
Acquisition Corp. ("Sub"), a Delaware corporation and a wholly owned subsidiary
of Westinghouse Electric Corporation, a Pennsylvania corporation
("Westinghouse"), with and into Old Gaylord, as such Merger is described in the
Proxy Statement/Prospectus dated June , 1997 (the "Proxy
Statement/Prospectus"), relating to the Special Meeting of Stockholders of Old
Gaylord to be held on July 29, 1997 (the "Special Meeting"), which accompanies
this Information Statement.
As a result of the Distribution, each holder of record as of the record date
for the Distribution (as established below, the "Record Date") of (a) shares of
Class A Common Stock, $.01 par value, of Old Gaylord ("Old Gaylord Class A
Common Stock"), and (b) shares of Class B Common Stock, $.01 par value, of Old
Gaylord ("Old Gaylord Class B Common Stock" and, together with the old Gaylord
Class A Common Stock, the "Old Gaylord Common Stock"), will receive that number
of shares of New Gaylord Common Stock equal to one-third the number of shares of
Old Gaylord Common Stock held of record by such holder, and cash in lieu of any
fractional shares of New Gaylord Common Stock. The Record Date for the
Distribution will not be established by Old Gaylord's Board of Directors until
all material conditions to the Distribution are satisfied.
The obligation of Old Gaylord to consummate the Distribution is subject to
the satisfaction or waiver of a number of conditions, including, among other
things, the satisfaction or waiver of all conditions to the obligations of
Westinghouse and Old Gaylord to effect the Merger (other than the consummation
of the Recapitalization (as defined herein), the Restructuring (as defined
herein), and the Distribution) as set forth in the Agreement and Plan of Merger,
dated as of February 9, 1997, among Westinghouse, Sub, and Old Gaylord (the
"Merger Agreement"). The consummation of the Distribution is a condition to the
obligations of Westinghouse and Old Gaylord to effect the Merger but will occur
only if all other conditions to the Merger are satisfied or waived and the
Merger is about to occur. See "THE RESTRUCTURING, THE DISTRIBUTION, AND THE
MERGER." Old Gaylord is currently soliciting proxies for the Special Meeting at
which Old Gaylord stockholders will vote on the approval and adoption of the
Merger Agreement and the New Gaylord Entertainment Company 1997 Stock Option and
Incentive Plan (the "1997 Stock Plan").
Prior to the Distribution and the Merger, Old Gaylord will be restructured
(the "Restructuring") so that the assets and liabilities that are part of Old
Gaylord's hospitality, attractions, music, television, and radio businesses,
including all of Old Gaylord's long-term debt, as well as Old Gaylord's interest
in the Country Music Television cable networks outside of the United States and
Canada ("CMT International") and its management of and option to acquire Z
Music, Inc. ("Z Music"), a contemporary Christian music video cable network,
will be transferred to or retained by New Gaylord or one of its subsidiaries.
Following the Restructuring, the businesses of New Gaylord will include the
Grand Ole Opry; the Opryland Hotel; the Opryland theme park; the Wildhorse
Saloon; the Ryman Auditorium; the broadcasting operations comprised of the
CBS-affiliate television station KTVT in Dallas-Fort Worth and three
Nashville-based radio stations; interests in country and Christian music
publishing and recording with the Opryland Music Group and Word Entertainment
("Word"), and the operations of CMT International and the management of Z Music.
As a result of the Restructuring, certain of the assets of Old Gaylord's cable
networks business, consisting primarily of The Nashville Network ("TNN") and the
domestic and Canadian operations of Country Music Television ("CMT"), and
certain other related businesses, and certain liabilities related thereto, will
be held by Old Gaylord or one of its subsidiaries (other than New Gaylord or its
subsidiaries after giving effect to the Restructuring) and will be acquired by
Westinghouse in the Merger.
No consideration will be paid by Old Gaylord stockholders for the shares of
New Gaylord Common Stock to be received by them in the Distribution. There is
currently no public trading market for the New Gaylord Common Stock. New Gaylord
has applied to list the shares of New Gaylord Common Stock to be distributed in
the Distribution on the New York Stock Exchange (the "NYSE") under the symbol
"GET," which is currently the symbol for the Old Gaylord Class A Common Stock.
No fractional shares of New Gaylord Common Stock will be distributed in the
Distribution. Old Gaylord stockholders who otherwise would be entitled to
receive a fractional share of New Gaylord Common Stock will receive cash in lieu
thereof. See "THE RESTRUCTURING, THE DISTRIBUTION, AND THE MERGER -- Manner of
Effecting the Distribution."
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THE SECURITIES TO BE ISSUED IN THE DISTRIBUTION HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS INFORMATION
STATEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Preliminary Information Statement is June 11, 1997.
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TABLE OF CONTENTS
AVAILABLE INFORMATION....................................... 2
SUMMARY OF INFORMATION STATEMENT............................ 3
SUMMARY CONSOLIDATED HISTORICAL AND PRO FORMA FINANCIAL DATA
OF NEW GAYLORD............................................ 8
CAPITALIZATION.............................................. 10
LISTING AND TRADING OF NEW GAYLORD COMMON STOCK............. 11
DIVIDEND POLICY............................................. 11
THE RESTRUCTURING, THE DISTRIBUTION, AND THE MERGER......... 12
BUSINESS OF NEW GAYLORD..................................... 18
CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES................ 29
SELECTED CONSOLIDATED HISTORICAL AND PRO FORMA FINANCIAL
DATA OF NEW GAYLORD....................................... 31
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS................................. 34
MANAGEMENT.................................................. 44
EXECUTIVE COMPENSATION...................................... 47
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT................................................ 56
DESCRIPTION OF CAPITAL STOCK................................ 60
INDEX TO FINANCIAL STATEMENTS............................... F-1
AVAILABLE INFORMATION
New Gaylord has filed with the Securities and Exchange Commission (the
"SEC") a registration statement on Form 10 (such registration statement, as it
may be amended or supplemented, the "Registration Statement") under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), with respect
to the New Gaylord Common Stock. This Information Statement does not contain all
of the information that is set forth in the Registration Statement and the
exhibits and schedules thereto. Additional information concerning the Merger and
related transactions may be found in the Proxy Statement/Prospectus included in
the registration statement on Form S-4 (the "Form S-4") filed by Westinghouse
under the Securities Act of 1933, as amended (the "Securities Act"). The
Registration Statement and the Form S-4, as well as the respective annexes,
exhibits, and schedules thereto, are available for inspection and copying at the
public reference facilities maintained by the SEC at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, as well as the Regional Offices of the SEC
at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661; Seven World Trade Center, Suite 1300, New York, New York 10048; and at
5670 Wilshire Boulevard, Suite 1100, Los Angeles, California 90036. Copies of
such information are obtainable by mail from the Public Reference Section of the
SEC at 450 Fifth Street N.W., Washington, D.C. 20549 at prescribed rates. Copies
of such material may also be obtained from the SEC's web site
(http://www.sec.gov).
Following the Distribution, New Gaylord will be subject to the
informational requirements of the Exchange Act and, in accordance therewith,
will file reports, proxy statements, and other information with the SEC. The
reports, proxy statements, and other information that will be filed by New
Gaylord with the SEC will be available for inspection and copying at the SEC's
public reference facilities referred to above. Copies of such material will be
obtainable by mail from the Public Reference Section of the SEC at the address
referred to above at prescribed rates and from the SEC's web site referred to
above. In addition, it is expected that reports, proxy statements, and other
information concerning New Gaylord will be available for inspection at the
offices of the NYSE at 20 Broad Street, New York, New York 10005.
NO PERSON IS AUTHORIZED BY OLD GAYLORD OR NEW GAYLORD TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS WITH RESPECT TO THE MATTERS DESCRIBED
IN THIS INFORMATION STATEMENT OTHER THAN THOSE CONTAINED IN THIS INFORMATION
STATEMENT AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY EITHER OLD GAYLORD OR NEW GAYLORD.
NEITHER THE DELIVERY OF THIS INFORMATION STATEMENT NOR CONSUMMATION OF THE
DISTRIBUTION CONTEMPLATED HEREBY SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF NEW GAYLORD SINCE
THE DATE HEREOF, OR THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO ITS DATE.
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SUMMARY OF INFORMATION STATEMENT
The following summary is not intended to be complete and is qualified in
its entirety by reference to the more detailed information and financial
statements, including the notes thereto, included in this Information Statement
and the Annexes to the Proxy Statement/Prospectus which accompanies this
Information Statement, including (i) the Merger Agreement attached as Annex I to
the Proxy Statement/Prospectus, and (ii) the form of Agreement and Plan of
Distribution attached as Annex II to the Proxy Statement/Prospectus (the
"Distribution Agreement"). Stockholders are urged to read this Information
Statement, the Proxy Statement/Prospectus, and the Annexes thereto in their
entirety. The Recapitalization, the Restructuring, the Distribution, the Merger,
and the other transactions contemplated thereby are sometimes collectively
referred to herein as the "Transactions." TNN, CMT, and the other related
businesses that will be acquired by Westinghouse in the Merger are collectively
referred to herein as the "Cable Networks Business." All businesses of Old
Gaylord and its subsidiaries that are not part of the Cable Networks Business,
including CMT International and the management of and option to acquire Z Music,
are collectively referred to herein as the "New Gaylord Business."
NEW GAYLORD
Following the Restructuring, the Distribution, and the Merger, New Gaylord
will be a diversified entertainment company emphasizing family values and its
country music roots, operating principally in three industry segments: (i)
hospitality and attractions; (ii) broadcasting and music; and (iii) cable
networks. New Gaylord's predecessor traces its origins to a newspaper publishing
business founded in 1903 in the Oklahoma Territory by a group including the
Gaylord and Dickinson families. In 1928, New Gaylord's predecessor entered the
radio broadcasting business and, in 1949, expanded its broadcasting interests to
include television stations. In 1983, New Gaylord's predecessor acquired an
interrelated group of businesses ("Opryland USA") tracing their origins to the
Grand Ole Opry music radio show created in 1925. Opryland USA has become the
cornerstone of the company's hospitality and attractions businesses. Also in
1983, Opryland USA entered the cable networks business by launching TNN, a cable
network with a national audience featuring country lifestyles, entertainment,
and sports, and, in 1991, acquired a 67% interest in CMT, a cable network with a
24-hour country music video format. The first of the CMT International cable
networks was launched in Europe in 1992 and CMT International has since expanded
into Asia, the South Pacific, and Latin America. In 1994, New Gaylord's
predecessor acquired an option to purchase 95% of Z Music, a cable network
featuring primarily contemporary Christian music videos, which it currently
manages. In 1997, New Gaylord's predecessor acquired the assets of Word, a
contemporary Christian music company.
As a result of the Restructuring, the Distribution, and the Merger, the
Cable Networks Business will be acquired by Westinghouse. Following the
Restructuring, the Distribution, and the Merger, the New Gaylord Business will
consist of Old Gaylord's hospitality, attractions, music, television, and radio
businesses, as well as CMT International and the management of and option to
acquire 95% of Z Music, and will include the Grand Ole Opry, the Opryland Hotel,
the Opryland theme park, the Wildhorse Saloon, the Ryman Auditorium,
CBS-affiliate television station KTVT (Dallas-Fort Worth), three Nashville-based
radio stations, Opryland Music Group's interests in music publishing, and Word's
music publishing and recording operations. See "BUSINESS OF NEW GAYLORD."
As a result of the Distribution, New Gaylord will be an independent,
publicly held company. The current executive officers and directors of Old
Gaylord are expected to be directors and executive officers of New Gaylord, with
the exception of David Hall, currently a Vice President of Old Gaylord, who will
remain with the Cable Networks Business following the Merger and will be
employed by an affiliate of Westinghouse. See "MANAGEMENT."
New Gaylord was incorporated under the laws of the State of Delaware in
1956 and, since that time, has been a wholly owned subsidiary of Old Gaylord.
Prior to the Restructuring, substantially all of Old Gaylord's assets and
liabilities have been held by, and substantially all of Old Gaylord's operations
have been conducted through, New Gaylord and direct and indirect subsidiaries of
New Gaylord, and such assets, liabilities, and results of operations are
reflected in the historical Consolidated Financial Statements of New Gaylord
included herein.
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New Gaylord's principal executive offices are located at One Gaylord Drive,
Nashville, Tennessee 37214, and its telephone number is (615) 316-6000.
Immediately after the Merger, New Gaylord will change its name to "Gaylord
Entertainment Company."
THE TRANSACTIONS
The Recapitalization. Prior to the Distribution, New Gaylord will effect a
recapitalization (the "Recapitalization") pursuant to which New Gaylord will
amend and restate its Certificate of Incorporation to, among other things, (i)
authorize one class of common stock of New Gaylord, (ii) increase the currently
authorized number of shares of New Gaylord Common Stock to 150,000,000 shares,
(iii) convert the 1,000 shares of New Gaylord common stock, $100.00 par value,
currently outstanding into a number of shares of New Gaylord Common Stock equal
to one-third the total number of shares of Old Gaylord Common Stock outstanding
immediately prior to the Record Date, and (iv) authorize 100,000,000 shares of
preferred stock, $.01 par value, of New Gaylord ("Preferred Stock"). See
"DESCRIPTION OF CAPITAL STOCK." Based on the number of shares of Old Gaylord
Common Stock outstanding on June , 1997, the 1,000 shares of New Gaylord
common stock currently outstanding would be converted into shares of New
Gaylord Common Stock, all of which will be distributed to Old Gaylord's
stockholders in the Distribution.
The Restructuring. Prior to the Distribution, Old Gaylord will effect a
series of mergers, asset and stock transfers, and liability assumptions among
itself and its subsidiaries. The purpose and effect of the Restructuring is to
separate the New Gaylord Business, which is not being acquired by Westinghouse
in the Merger, from the Cable Networks Business. In connection with the
Restructuring, New Gaylord will, or will cause one of its subsidiaries to,
assume all liabilities of Old Gaylord and its subsidiaries other than certain
liabilities to the extent that they arise out of the Cable Networks Business,
which Old Gaylord will, or will cause one of its subsidiaries to, retain or
assume. See "THE RESTRUCTURING, THE DISTRIBUTION, AND THE MERGER -- The
Restructuring."
The Distribution. Upon completion of the Restructuring and on the day
prior to the effective time of the Merger, Old Gaylord will effect the
Distribution by distributing to each holder of record of Old Gaylord Common
Stock as of the Record Date certificates representing that number of shares of
New Gaylord Common Stock equal to one-third the number of shares of Old Gaylord
Common Stock held by such holder. Cash will be distributed in lieu of any
fractional shares of New Gaylord Common Stock. See "THE RESTRUCTURING, THE
DISTRIBUTION, AND THE MERGER."
The Merger. At the effective time of the Merger, Sub will be merged with
and into Old Gaylord, with Old Gaylord continuing as the surviving corporation
and a wholly owned subsidiary of Westinghouse. The number of shares of
Westinghouse Common Stock to be received by Old Gaylord's stockholders in
connection with the Merger for each outstanding share of Old Gaylord Common
Stock (subject to the proviso to this sentence, the "Per Share Merger
Consideration") will be equal to (i) the quotient of (x) $1.55 billion divided
by (y) the number of shares of Old Gaylord Common Stock issued and outstanding
immediately prior to the effective time of the Merger, divided by (ii) the
average of the daily closing prices per share of Common Stock, par value $1.00
per share, of Westinghouse ("Westinghouse Common Stock") as reported on the NYSE
Composite Transactions List for the 15 consecutive full NYSE trading days
immediately preceding the third full NYSE trading day prior to the effective
time of the Merger; provided, that Westinghouse will not be required to issue
more than 110 million shares of Westinghouse Common Stock in the Merger (or 88
million shares in the event that Westinghouse consummates the anticipated
separation of its media and industrial businesses into two companies (the
"Westinghouse Distribution") prior to the effective time of the Merger). If the
issuance of 110 million shares (or 88 million shares, as the case may be) of
Westinghouse Common Stock would result in Old Gaylord's stockholders receiving
shares with an aggregate value of less than $1.55 billion (calculated as
described above), then Old Gaylord would have the right to terminate the Merger
Agreement, subject to Westinghouse's right to issue additional shares. Based on
the average daily closing prices per share of Westinghouse Common Stock as
reported on the NYSE Composite Transactions List for the 15 day trading period
ended June , 1997, and on the number of shares of Old Gaylord Common Stock
outstanding on that date, the Per Share Merger Consideration
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would have been shares of Westinghouse Common Stock. The actual Per Share
Merger Consideration at the effective time of the Merger may be greater or less
than the above number.
Old Gaylord and Westinghouse currently anticipate that the Merger will be
consummated prior to the Westinghouse Distribution. In such event, stockholders
of Old Gaylord who become shareholders of Westinghouse in connection with the
Merger and who continue to hold their shares of Westinghouse Common Stock on the
record date for the Westinghouse Distribution will be entitled to participate in
the Westinghouse Distribution on the same basis as all other shareholders of
Westinghouse. The foregoing is a brief summary of certain terms of the Merger
Agreement. A more complete description of the Merger and the Merger Agreement
may be found in the Proxy Statement/Prospectus.
THE DISTRIBUTION
Set forth below is a brief summary of certain terms of the Distribution and
related transactions. The Distribution Agreement is more fully described herein
under "THE RESTRUCTURING, THE DISTRIBUTION, AND THE MERGER," and is attached as
Annex II to the Proxy Statement/Prospectus.
Distributing Company....... Old Gaylord
Securities to be
Distributed................ All the outstanding shares of New Gaylord Common
Stock on the basis of one share of New Gaylord
Common Stock for each three shares of Old Gaylord
Common Stock, and cash in lieu of any fractional
shares of New Gaylord Common Stock. Based on the
shares of Old Gaylord Common Stock
outstanding as of June , 1997, it is estimated
that shares of New Gaylord Common Stock will
be distributed to Old Gaylord stockholders in the
Distribution.
Time of Distribution....... The time at which the Distribution is effective
(the "Time of Distribution") is expected to be on
the day prior to the effective time of the Merger.
Stock certificates for shares of New Gaylord Common
Stock will be mailed as soon as practicable after
the Time of Distribution. See "THE RESTRUCTURING,
THE DISTRIBUTION, AND THE MERGER -- Manner of
Effecting the Distribution."
Record Date................ It is expected that the Record Date for the
Distribution will not be established by Old
Gaylord's Board of Directors until all material
conditions to the Distribution have been satisfied
or waived.
Trading Market............. New Gaylord has applied to list the shares of New
Gaylord Common Stock to be distributed in the
Distribution on the NYSE under the symbol "GET."
See "LISTING AND TRADING OF NEW GAYLORD COMMON
STOCK."
Conditions to
Distribution............... The obligation of Old Gaylord to consummate the
Distribution is subject to the satisfaction or
waiver of a number of conditions, including, among
other things, the satisfaction or waiver of all
conditions to the obligations of Westinghouse and
Old Gaylord to effect the Merger (other than the
consummation of the Recapitalization, the
Restructuring, and the Distribution). See "THE
RESTRUCTURING, THE DISTRIBUTION, AND THE
MERGER -- Conditions."
Distribution Agent,
Transfer Agent, and
Registrar................ SunTrust Bank, Atlanta, the transfer agent for the
Old Gaylord Common Stock, is expected to serve as
the distribution agent and as the transfer agent
and registrar for the New Gaylord Common Stock.
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Tax Consequences........... Consummation of the Distribution and the Merger is
conditioned upon the receipt of private letter
rulings (the "Tax Rulings") issued by the Internal
Revenue Service (the "IRS") to the effect that (i)
the Distribution will qualify as a transaction
described in Section 355(a) of the United States
Internal Revenue Code of 1986, as amended (the
"Code"), and the transfer of assets and liabilities
to New Gaylord immediately preceding the
Distribution will qualify as a transaction
described in Section 351 of the Code and/or a
"reorganization" under Section 368(a)(1)(D) of the
Code, and (ii) the Merger will qualify as a
"reorganization" under Section 368(a)(1)(B) of the
Code. In addition, Old Gaylord and Westinghouse
have requested rulings from the IRS to the effect
that certain aspects of the Restructuring will not
be taxable to New Gaylord or any of its
subsidiaries, and consummation of the Distribution
and the Merger is conditioned upon either (i) the
receipt of such rulings or (ii) the receipt by Old
Gaylord and Westinghouse of opinions of their
respective counsel to the same effect. See "CERTAIN
U.S. FEDERAL INCOME TAX CONSEQUENCES."
Post-Closing Covenants
Agreement................ Westinghouse, Old Gaylord, New Gaylord, and certain
of New Gaylord's subsidiaries will enter into a
Post-Closing Covenants Agreement, the form of which
is attached as Annex V to the Proxy
Statement/Prospectus (the "Post-Closing Covenants
Agreement"), which will provide, among other
things, (i) that New Gaylord and certain of its
subsidiaries will indemnify Westinghouse and its
affiliates (including, after the Merger, Old
Gaylord) against certain liabilities and
Westinghouse will indemnify New Gaylord and its
affiliates against certain liabilities; (ii) that
New Gaylord and its subsidiaries will not engage in
certain specified activities that would constitute
competition with the Cable Networks Business, and
Westinghouse will not engage in certain activities
that would constitute competition with CMT
International; and (iii) for a post-closing
adjustment based on the level of working capital of
the Cable Networks Business. See "THE
RESTRUCTURING, THE DISTRIBUTION, AND THE MERGER --
Post-Closing Covenants Agreement."
Tax Disaffiliation
Agreement.................. New Gaylord, Old Gaylord, and Westinghouse will
also enter into a Tax Disaffiliation Agreement, the
form of which is attached as Annex IV to the Proxy
Statement/Prospectus (the "Tax Disaffiliation
Agreement"), which will set forth each party's
rights and obligations with respect to U.S.
Federal, state, local, and foreign taxes for
periods before and after the Merger and related
matters. See "THE RESTRUCTURING, THE DISTRIBUTION,
AND THE MERGER -- Tax Disaffiliation Agreement."
Relationship with Old
Gaylord After the
Distribution and Merger.. New Gaylord and Old Gaylord (or one of their
respective subsidiaries after giving effect to the
Restructuring) will enter into a number of other
agreements relating to, among other things, the
leasing by New Gaylord of certain real property to
Old Gaylord, the provision of services between New
Gaylord and Old Gaylord, and the licensing of
certain intellectual property. See "THE
RESTRUCTURING, THE DISTRIBUTION, AND THE
MERGER -- Relationships with Old Gaylord and
Westinghouse Following the Distribution and the
Merger."
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FORWARD-LOOKING STATEMENTS
Certain statements contained in this Information Statement, including those
under the captions "BUSINESS OF NEW GAYLORD" and "MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS," constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements involve known and
unknown risks, uncertainties, and other factors that may cause the actual
results, performance, or achievements of New Gaylord to be materially different
from any future results, performance, or achievements expressed or implied by
such forward-looking statements. When used in this Information Statement, the
words "estimate," "project," "intend," "expect," "anticipate," and similar
expressions are intended to identify forward-looking statements. These
forward-looking statements are based on various factors, many of which are
beyond New Gaylord's control, and were derived utilizing numerous assumptions
and other important factors that could cause actual results to differ materially
from those in the forward-looking statements. Important factors that could cause
actual results to differ materially from those in the forward-looking statements
include, but are not limited to, the following: uncertainty as to New Gaylord's
future profitability without the Cable Networks Business; the growth in the
popularity of Christian music and family values lifestyles; the advertising
market in the United States in general and in New Gaylord's local television and
radio markets; the perceived attractiveness of Nashville, Tennessee as a
convention and tourist destination; competition in New Gaylord's existing and
potential future lines of business; New Gaylord's ability to integrate and
successfully operate any acquired businesses and the risks associated with such
businesses; and uncertainty as to the future profitability of any acquired
businesses. Other factors and assumptions not identified above were also
involved in the derivation of these forward-looking statements, and the failure
of such other assumptions to be realized as well as other factors may also cause
actual results to differ materially from those projected. New Gaylord assumes no
obligation to update these forward-looking statements to reflect actual results,
changes in assumptions, or changes in other factors affecting such
forward-looking statements.
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SUMMARY CONSOLIDATED HISTORICAL AND PRO FORMA
FINANCIAL DATA OF NEW GAYLORD
(AMOUNTS IN THOUSANDS)
The following table sets forth (i) unaudited summary consolidated
historical financial data as of March 31, 1997 and for the three months ended
March 31, 1997 and 1996, before giving effect to the Transactions, which has
been derived from New Gaylord's unaudited Condensed Consolidated Financial
Statements as of March 31, 1997 and for the three months ended March 31, 1997
and 1996, included elsewhere herein, (ii) summary consolidated historical
financial data as of December 31, 1996 and 1995 and for each year in the
three-year period ended December 31, 1996, before giving effect to the
Transactions, which has been derived from New Gaylord's Consolidated Financial
Statements as of December 31, 1996 and 1995, and for each year in the three-year
period ended December 31, 1996, included elsewhere herein; (iii) summary
consolidated balance sheet data as of December 31, 1994, which has been derived
from the audited consolidated balance sheet of New Gaylord as of December 31,
1994, not included elsewhere herein; and (iv) unaudited summary consolidated pro
forma financial data as of and for the three months ended March 31, 1997 and for
the year ended December 31, 1996, which gives effect to the Transactions, and
which has been derived from New Gaylord's Unaudited Pro Forma Consolidated
Financial Statements included elsewhere herein. Such data should be read in
conjunction with the consolidated financial statements (including the notes
thereto) and "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS" included elsewhere herein. The unaudited summary
consolidated pro forma balance sheet data as of March 31, 1997 is presented as
if the Transactions had occurred on March 31, 1997, and the unaudited summary
consolidated pro forma income statement data for the three months ended March
31, 1997 and for the year ended December 31, 1996 is presented as if the
Transactions had occurred on January 1, 1997 and January 1, 1996, respectively.
The unaudited summary consolidated pro forma financial data incorporates certain
assumptions set forth in the footnotes to New Gaylord's Unaudited Pro Forma
Consolidated Financial Statements included elsewhere herein. The summary
consolidated pro forma information does not purport to represent what New
Gaylord's financial position or results of operations actually would have been
had the Transactions, in fact, occurred on such date or at the beginning of the
period indicated, or to project New Gaylord's financial position or results of
operations at any future date or for any future period.
THREE MONTHS ENDED MARCH 31, YEARS ENDED DECEMBER 31,
---------------------------------- ----------------------------------------------------
ACTUAL ACTUAL
PRO FORMA --------------------- PRO FORMA --------------------------------------
1997(1) 1997 1996 1996(1) 1996 1995 1994
---------- ---------- -------- --------- ---------- ---------- --------
(UNAUDITED)
Revenues:
Hospitality and
attractions........... $ 57,304 $ 57,304 $ 43,347 $313,023 $ 313,023 $ 276,638 $274,494
Broadcasting and
music................. 44,702 23,059 21,215 102,368 102,368 148,175 169,538
Cable networks.......... 3,100 83,062 74,295 11,155 331,767 282,647 243,899
---------- ---------- -------- -------- ---------- ---------- --------
Total revenues.... 105,106 163,425 138,857 426,546 747,158 707,460 687,931
Operating expenses:
Operating costs......... 70,541 102,804 88,944 261,175 443,236 442,177(3) 427,853
Selling, general and
administrative........ 31,461 33,176 27,550 95,586 125,456 115,355 108,624
Depreciation and
amortization:
Hospitality and
attractions......... 6,583 6,583 4,231 28,861 28,861 21,782 19,040
Broadcasting and
music............... 1,878 1,174 1,037 4,421 4,421 3,954 3,854
Cable networks........ 521 3,333 2,629 1,991 12,406 9,522 7,758
Corporate............. 745 745 737 3,168 3,168 2,828 2,293
---------- ---------- -------- -------- ---------- ---------- --------
Total depreciation and
amortization........ 9,727 11,835 8,634 38,441 48,856 38,086 32,945
---------- ---------- -------- -------- ---------- ---------- --------
Total operating
expenses........ 111,729 147,815 125,128 395,202 617,548 595,618 569,422
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THREE MONTHS ENDED MARCH 31, YEARS ENDED DECEMBER 31,
---------------------------------- ----------------------------------------------------
ACTUAL ACTUAL
PRO FORMA --------------------- PRO FORMA --------------------------------------
1997(1) 1997 1996 1996(1) 1996 1995 1994
---------- ---------- -------- --------- ---------- ---------- --------
Operating income (loss):
Hospitality and
attractions........... 1,408 1,408 (241) 45,938 45,941 40,215 38,305
Broadcasting and
music................. 1,939 2,430 2,250 23,846 23,846 19,578(3) 37,837
Cable networks.......... (4,139) 17,603 17,932 (13,379) 84,884 74,459 63,343
Corporate............... (5,831) (5,831) (6,212) (25,061) (25,061) (22,410) (20,976)
---------- ---------- -------- -------- ---------- ---------- --------
Total operating income
(loss).............. (6,623) 15,610 13,729 31,344 129,610 111,842 118,509
Interest expense.......... (7,615) (10,802) (9,721) (18,976) (49,880) (40,856) (27,578)
Interest income........... 5,755 5,759 5,210 22,904 21,580 5,968 738
Other gains (losses)...... (8) (446) 74,121(2) 74,281(2) 72,220(2) (8,088)(4) (15,172)(4)(6)
---------- ---------- -------- -------- ---------- ---------- --------
Income (loss) from
continuing operations
before provision
(benefit) for income
taxes................. (8,491) 10,121 83,339 109,553 173,530 68,866 76,497
Provision (benefit) for
income taxes............ (4,223) 3,358 33,346 35,770 62,947 27,500 29,451
---------- ---------- -------- -------- ---------- ---------- --------
Income (loss) from
continuing
operations............ (4,268) 6,763 49,993 73,783 110,583 41,366 47,046
Discontinued operations,
net of taxes............ -- -- -- -- -- 42,998(5) --
---------- ---------- -------- -------- ---------- ---------- --------
Net income
(loss).......... $ (4,268) $ 6,763 $ 49,993 $ 73,783 $ 110,583 $ 84,364 $ 47,046
========== ========== ======== ======== ========== ========== ========
AS OF MARCH 31,
----------------------- AS OF DECEMBER 31,
PRO FORMA ACTUAL --------------------------------------
1997(1) 1997 1996 1995 1994
---------- ---------- ---------- ---------- --------
(UNAUDITED)
BALANCE SHEET DATA:
Total assets.................................... $1,168,836 $1,184,426 $1,152,626 $1,071,842 $988,476
Net assets of discontinued operations........... -- -- -- -- 214,649(5)
Payable to Old Gaylord.......................... -- 489,731 476,316 554,488 560,422
Long-term debt, including current portion....... 515,751 -- -- -- --
Total stockholders' equity...................... 361,687 407,974 401,211 203,628 114,264
- ---------------
(1) See Unaudited Pro Forma Consolidated Financial Statements and the notes
thereto included elsewhere herein.
(2) Includes a pretax gain of $73,850 on sale of Houston television station
KHTV.
(3) Includes non-recurring pretax charge of $13,302 for write-down to net
realizable value of certain television program rights.
(4) Includes pretax losses of $5,529 and $26,000 for 1995 and 1994,
respectively, to reflect the loss on the January 1996 disposal of New
Gaylord's 14% limited partnership interest in the Fiesta Texas theme park.
(5) In November 1993, New Gaylord formalized plans to sell its cable television
systems segment (the "Systems") and began accounting for the Systems as
discontinued operations. The Systems were sold in September 1995 which
resulted in a gain of $42,998, net of income taxes of $30,824.
(6) Includes a pretax gain of $10,689 on sale of Milwaukee television station
WVTV.
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CAPITALIZATION
The following table sets forth the actual capitalization of New Gaylord as
of March 31, 1997 before giving effect to the Transactions and the pro forma
capitalization of New Gaylord as of such date after giving effect to the
Transactions (amounts in thousands except share data). This table should be read
in conjunction with New Gaylord's Consolidated Financial Statements and the
notes thereto, New Gaylord's Unaudited Pro Forma Consolidated Financial
Statements and the footnotes thereto, and "MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS," all of which are included
elsewhere herein.
AS OF MARCH 31, 1997
---------------------
ACTUAL PRO FORMA
-------- ---------
Long-term debt:
Payable to Old Gaylord.................................... $489,731 $ --
Other long-term debt...................................... -- 515,751
-------- --------
Total............................................. 489,731 515,751
-------- --------
Stockholders' equity:
Common Stock, $100.00 par value, 10,000 shares authorized,
1,000 shares issued and outstanding.................... 100 --
Class B Common Stock, $.01 par value, 10,000 shares
authorized, no shares issued or outstanding............ -- --
New Gaylord Preferred Stock, $.01 par value, 100,000,000
shares authorized, no shares issued or outstanding..... -- --
New Gaylord Common Stock, $.01 par value, 150,000,000
shares authorized, 32,140,000 shares issued and
outstanding............................................ -- 321
Additional paid-in capital................................ 92,400 335,198
Retained earnings......................................... 315,474 26,168
-------- --------
Total stockholders' equity........................ 407,974 361,687
-------- --------
Total capitalization......................... $897,705 $877,438
======== ========
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LISTING AND TRADING OF NEW GAYLORD COMMON STOCK
New Gaylord has applied to list the shares of New Gaylord Common Stock to
be distributed in the Distribution on the NYSE under the symbol "GET," which is
currently the symbol for the Old Gaylord Class A Common Stock. There is
currently no public trading market for the New Gaylord Common Stock and there
can be no assurance as to the establishment or consistency of any such market.
Of the shares of New Gaylord Common Stock that are expected to be
outstanding following the Distribution, shares will become eligible for
sale in the public market immediately following the Distribution, and the
remaining shares held by affiliates will become eligible for resale, either
immediately following the Distribution or 90 days thereafter depending on the
SEC's response to Old Gaylord's request for interpretive guidance on this point,
subject to volume, manner of sale, and other limitations of Rule 144 under the
Securities Act. Persons who may be deemed to be affiliates of New Gaylord after
the Distribution generally include individuals or entities that control, are
controlled by, or are under common control with New Gaylord, and may include the
directors and executive officers of New Gaylord as well as any principal
stockholder of New Gaylord.
DIVIDEND POLICY
After the Distribution, the Board of Directors of New Gaylord intends to
establish an initial policy of declaring quarterly dividends at the rate of
$. per share ($. annually) on the New Gaylord Common Stock. Pursuant to
the Restructuring, all of Old Gaylord's long-term debt, including bank
indebtedness, will be assumed by New Gaylord. The payment and amount of future
dividends remain within the discretion of the Board of Directors and will depend
upon New Gaylord's future earnings, financial condition, capital requirements,
and other factors, including any limitations under then-existing credit
facilities. See "THE RESTRUCTURING, THE DISTRIBUTION, AND THE MERGER -- New
Gaylord Credit Facility." New Gaylord believes that any contractual restrictions
on the payment of dividends required by its lenders will not materially limit
New Gaylord's ability to pay currently anticipated cash dividends.
Old Gaylord has historically paid regular quarterly cash dividends. In the
first and second quarters of 1995, Old Gaylord paid a dividend of $.073 per
share with respect to the outstanding Old Gaylord Common Stock. For the third
and fourth quarters of 1995, Old Gaylord paid a $.076 per share dividend with
respect to its outstanding Old Gaylord Common Stock. Old Gaylord paid a dividend
of $.086 per share of outstanding Old Gaylord Common Stock for the first and
second quarters of 1996, $.09 per share for the third quarter of 1996, and $.10
per share for the fourth quarter of 1996 and the first quarter of 1997. The
foregoing cash dividend amounts for 1995 and for the first two quarters of 1996
have been adjusted to reflect 5% stock dividends paid in June 1995 and June
1996.
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THE RESTRUCTURING, THE DISTRIBUTION, AND THE MERGER
This section of the Information Statement describes certain aspects of the
Recapitalization, the Restructuring, the Distribution, and the Merger. This
description does not purport to be complete and is qualified in its entirety by
reference to the agreements (including the Merger Agreement and the form of
Distribution Agreement) which are attached as Annexes to the Proxy
Statement/Prospectus.
REASONS FOR THE TRANSACTIONS
For information concerning the background and reasons for the Transactions,
see "THE MERGER -- Background of the Merger," "-- The Company's Reasons for the
Merger; Recommendation of its Board of Directors," and "THE COMPANY DISTRIBUTION
AND RELATED TRANSACTIONS -- General" in the Proxy Statement/Prospectus. As
stated therein, the Old Gaylord Board of Directors believes that the
Transactions, taken together, will permit the Old Gaylord stockholders to
continue to be involved in the New Gaylord Business while also providing them
with the opportunity to participate in the growth of the Cable Networks Business
as shareholders of Westinghouse. The structure of the Transactions was designed
to enable (i) Old Gaylord to transfer the Cable Networks Business to
Westinghouse on a tax-free basis, and (ii) Old Gaylord's stockholders to receive
the proceeds of such transfer on a tax-free basis while addressing
Westinghouse's objective of effecting a transaction that would result in stock
being issued directly to Old Gaylord's stockholders.
THE RECAPITALIZATION
Prior to the Distribution, New Gaylord will effect the Recapitalization
pursuant to which New Gaylord will amend and restate its Certificate of
Incorporation to, among other things, (i) authorize one class of common stock of
New Gaylord, (ii) increase the currently authorized number of shares of common
stock of New Gaylord to 150,000,000 shares of New Gaylord Common Stock, (iii)
convert the 1,000 shares of New Gaylord common stock, $100.00 par value,
currently outstanding into that number of shares of New Gaylord Common Stock
equal to one-third the total number of shares of Old Gaylord Common Stock
outstanding immediately prior to the Record Date, and (iv) authorize 100,000,000
shares of the Preferred Stock. See "DESCRIPTION OF CAPITAL STOCK." Based on the
number of shares of Old Gaylord Common Stock outstanding on June , 1997, the
1,000 shares of New Gaylord common stock currently outstanding would be
converted into shares of New Gaylord Common Stock, all of which will be
distributed to Old Gaylord's stockholders in the Distribution.
THE RESTRUCTURING
Prior to the Distribution, Old Gaylord will effect a series of mergers,
asset and stock transfers, and liability assumptions among itself and its
subsidiaries. The purpose and effect of the Restructuring is to separate the New
Gaylord Business, which is not being acquired by Westinghouse in the Merger,
from the Cable Networks Business. In connection with the Restructuring, New
Gaylord will, or will cause one of its subsidiaries to, assume all liabilities
of Old Gaylord and its subsidiaries, including all of Old Gaylord's long-term
debt, other than certain liabilities to the extent that they arise out of the
Cable Networks Business, which Old Gaylord will, or will cause one of its
subsidiaries to, retain or assume.
Following the Restructuring, the assets transferred to or retained by Old
Gaylord or one of its subsidiaries and to be acquired by Westinghouse in the
Merger will consist principally of all of the assets that are used, or are being
held for use, in the Cable Networks Business (excluding certain specified
assets), including, but not limited to: (i) TNN and CMT; (ii) all of Old
Gaylord's contractual rights and obligations under the programming contracts for
programs (a) produced for and originally aired on TNN and/or CMT, or (b)
licensed from a third party for exhibition on TNN or CMT; (iii) all of Old
Gaylord's right, title, and interest in and to the program inventory in its
inventory tape library that was produced for and originally aired on TNN and/or
CMT; and (iv) all of Old Gaylord's right, title, and interest in and to certain
trademarks and other registered intellectual property relating primarily to the
Cable Networks Business. The Distribution Agreement provides that certain assets
that are or may be used or held for use in the Cable Networks Business prior to
the closing date of the Merger (the "Merger Closing Date") will be transferred
to or retained by New Gaylord, including, but not limited to: (i) all prepaid
insurance amounts; (ii) Old Gaylord's indirect ownership interest in the
Wildhorse Saloon and related
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entities; (iii) certain specified assets related to CMT International and Z
Music; (iv) the cash surrender value of all life insurance policies owned by Old
Gaylord or any of its subsidiaries; (v) the Opryland Productions Duplicating
Services service mark; (vi) all real property and related improvements
(excluding certain properties listed in the Distribution Agreement) owned by,
used by, or in any way related to the Cable Networks Business; (vii) certain
shared computer software; and (viii) one Astra jet aircraft.
THE DISTRIBUTION
Upon completion of the Restructuring and on the day prior to the effective
time of the Merger, Old Gaylord will effect the Distribution by distributing pro
rata to each holder of record of Old Gaylord Common Stock as of the Record Date
certificates representing that number of shares of New Gaylord Common Stock
equal to one-third the number of shares of Old Gaylord Common Stock held by such
holder, and cash in lieu of any fractional shares of New Gaylord Common Stock.
See "-- Manner of Effecting the Distribution."
The Distribution Agreement provides that the Board of Directors of Old
Gaylord will formally declare the Distribution and authorize Old Gaylord to
effect the Distribution on the day prior to the effective time of the Merger
subject to the satisfaction or waiver of all the conditions to the consummation
of the Merger, other than the consummation of the Distribution. The Distribution
will occur only if, and at such time as, such conditions are satisfied and the
Merger is about to occur. See "-- Conditions."
MANNER OF EFFECTING THE DISTRIBUTION
Old Gaylord will effect the Distribution by delivering share certificates
for New Gaylord Common Stock to SunTrust Bank, Atlanta as the distribution agent
(the "Distribution Agent"), for delivery on a pro rata basis to the holders of
Old Gaylord Common Stock as of the close of business on the Record Date without
further action by such holders. It is expected that the Distribution Agent will
begin mailing share certificates representing the New Gaylord Common Stock as
soon as practicable after the Distribution. The Distribution will be deemed
effective upon notification by Old Gaylord to the Distribution Agent that the
Distribution has been declared and that the Distribution Agent is authorized to
proceed with the distribution of New Gaylord Common Stock. All shares of New
Gaylord Common Stock to be distributed in the Distribution will be fully paid,
nonassessable, and free of preemptive rights. See "DESCRIPTION OF CAPITAL
STOCK."
No fractional shares of New Gaylord Common Stock will be distributed in the
Distribution. Old Gaylord stockholders who otherwise would be entitled to
receive fractional shares of New Gaylord Common Stock in the Distribution will
receive a number of shares of New Gaylord Common Stock equal to the next lower
number of shares of Old Gaylord Common Stock from the number of shares actually
held by such holder which is evenly divisible by three. All fractional shares of
New Gaylord Common Stock that otherwise would have been distributed to such
holders of Old Gaylord Common Stock will be aggregated and sold in the open
market as soon as practicable after the Time of Distribution and the holders
otherwise entitled to such fractional shares will receive their pro rata share
of the proceeds of such sale in lieu of such fractional shares.
No holder of Old Gaylord Common Stock will be required to pay any cash or
any other consideration for the shares of New Gaylord Common Stock to be
received in the Distribution or to surrender or exchange shares of Old Gaylord
Common Stock in order to receive shares of New Gaylord Common Stock.
THE DISTRIBUTION AGENT WILL SEND YOU YOUR NEW GAYLORD STOCK CERTIFICATES
FOLLOWING CONSUMMATION OF THE DISTRIBUTION.
CONDITIONS
The obligation of Old Gaylord to consummate the Distribution is subject to
the fulfillment or waiver of each of the following conditions: (i) the
Recapitalization shall have been consummated in accordance with the terms of the
Distribution Agreement in all material respects; (ii) the Tax Disaffiliation
Agreement shall have been executed and delivered by each of Old Gaylord, New
Gaylord, and Westinghouse; (iii) the Restructuring shall have been consummated
in accordance with the terms of the Distribution Agreement in all material
respects; (iv) each condition to the closing of the Merger set forth in the
Merger Agreement, including, but not limited to, the receipt
13
15
of the Tax Rulings and the execution and delivery of the Post-Closing Covenants
Agreement by each of Westinghouse, Old Gaylord, New Gaylord, and certain of New
Gaylord's subsidiaries other than (a) the condition to each party's obligations
set forth therein as to the consummation of the transactions contemplated by the
Distribution Agreement and (b) the condition to Westinghouse's obligation set
forth therein as to the satisfaction of conditions contained in the Distribution
Agreement, shall have been satisfied or waived by the party for whose benefit
such provision exists; and (v) the Board of Directors of Old Gaylord shall be
reasonably satisfied that, after giving effect to the Restructuring, (a) Old
Gaylord will not be insolvent and will not have unreasonably small capital with
which to engage in its businesses and (b) Old Gaylord's surplus will be
sufficient to permit the Distribution, without violation of Section 170 of the
General Corporation Law of the State of Delaware. See "CERTAIN U.S. FEDERAL
INCOME TAX CONSEQUENCES." See also "THE COMPANY DISTRIBUTION AND RELATED
TRANSACTIONS -- Conditions to Consummation of the Distribution," "THE MERGER
AGREEMENT -- Conditions to Each Party's Obligation to Effect the Merger,"
"-- Conditions to Obligations of Westinghouse and Sub," "-- Conditions to
Obligations of the Company" in the Proxy Statement/Prospectus.
THE MERGER
At the effective time of the Merger, Sub will be merged with and into Old
Gaylord, with Old Gaylord continuing as the surviving corporation and a wholly
owned subsidiary of Westinghouse. The Per Share Merger Consideration to be
received by Old Gaylord's stockholders in the Merger will be equal to (i) the
quotient of (x) $1.55 billion divided by (y) the number of shares of Old Gaylord
Common Stock issued and outstanding immediately prior to the effective time of
the Merger, divided by (ii) the average of the daily closing prices per share of
Westinghouse Common Stock as reported on the NYSE Composite Transactions List
for the 15 consecutive full NYSE trading days immediately preceding the third
full NYSE trading day prior to the effective time of the Merger; provided, that
Westinghouse will not be required to issue more than 110 million shares of
Westinghouse Common Stock in the Merger (or 88 million shares in the event that
Westinghouse consummates the Westinghouse Distribution prior to the effective
time of the Merger). If the issuance of 110 million shares (or 88 million
shares, as the case may be) of Westinghouse Common Stock would result in Old
Gaylord's stockholders receiving shares with an aggregate value of less than
$1.55 billion (calculated in accordance with the average of the daily closing
prices as described above), then Old Gaylord would have the right to terminate
the Merger Agreement, subject to Westinghouse's right to issue additional
shares. Based on the average daily closing prices per share of Westinghouse
Common Stock as reported on the NYSE Composite Transactions List for the 15-day
trading period ended June , 1997, and on the number of shares of Old Gaylord
Common Stock outstanding on that date, the Per Share Merger Consideration would
have been shares of Westinghouse Common Stock. The actual Per Share Merger
Consideration at the effective time of the Merger may be greater or less than
the above number.
Old Gaylord and Westinghouse currently anticipate that the Merger will be
consummated prior to the Westinghouse Distribution. In such event, stockholders
of Old Gaylord who become shareholders of Westinghouse in connection with the
Merger and who continue to hold their shares of Westinghouse Common Stock on the
record date for the Westinghouse Distribution will be entitled to participate in
the Westinghouse Distribution on the same basis as all other shareholders of
Westinghouse.
The foregoing is a brief summary of certain terms of the Merger. A more
complete description of the Merger and the Merger Agreement may be found in the
Proxy Statement/Prospectus.
POST-CLOSING COVENANTS AGREEMENT
Pursuant to the Merger Agreement and prior to the Distribution, Old
Gaylord, New Gaylord, certain of New Gaylord's subsidiaries, and Westinghouse
will enter into the Post-Closing Covenants Agreement, which will provide, among
other things, (i) that New Gaylord and certain of its subsidiaries will
indemnify Westinghouse and its affiliates against certain liabilities and
Westinghouse will indemnify New Gaylord and its affiliates against certain
liabilities; (ii) that New Gaylord and its subsidiaries will not engage in
certain specified activities that would constitute competition with the Cable
Networks Business (see "THE BUSINESS OF NEW GAYLORD -- Competition -- Cable
Networks"), and Westinghouse will not engage in certain activities that would
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16
constitute competition with CMT International; and (iii) for a post-closing
adjustment based on the level of working capital of the Cable Networks Business.
See "THE POST-CLOSING COVENANTS AGREEMENT" in the Proxy Statement/Prospectus for
a more complete description of the Post-Closing Covenants Agreement.
TAX DISAFFILIATION AGREEMENT
Pursuant to the Merger Agreement and prior to the Distribution, New
Gaylord, Old Gaylord, and Westinghouse will enter into the Tax Disaffiliation
Agreement, which will set forth each party's rights and obligations with respect
to U.S. Federal, state, local, and foreign taxes for periods before and after
the Merger, and related matters such as the filing of tax returns and the
conduct of audits and other tax proceedings. In general, under the Tax
Disaffiliation Agreement, New Gaylord will be responsible for any tax liability
of Old Gaylord and its subsidiaries for any taxable period (or portion thereof)
ending on or prior to the date of the Merger; any tax liability of New Gaylord
and its subsidiaries for any taxable period (or portion thereof) beginning after
the Merger; and certain other tax liabilities imposed on Westinghouse or any of
its subsidiaries after the Merger that are related to the tax position of Old
Gaylord or its subsidiaries at the time of the Merger. In addition, Westinghouse
will generally be responsible for all tax liabilities of Westinghouse and its
subsidiaries for any taxable period (or portion thereof) beginning after the
Merger. See "THE TAX DISAFFILIATION AGREEMENT" in the Proxy Statement/Prospectus
for a more complete description of the Tax Disaffiliation Agreement.
RELATIONSHIPS WITH OLD GAYLORD AND WESTINGHOUSE FOLLOWING THE DISTRIBUTION AND
THE MERGER
Prior to the Distribution, New Gaylord will enter into various agreements
described below with Old Gaylord relating to the future relationship between New
Gaylord and Old Gaylord after the Transactions. The net cost of these
arrangements, if any, is not expected to be material to New Gaylord. For the
purposes of this section, New Gaylord includes one or more of its subsidiaries
and Old Gaylord includes one or more of its subsidiaries, in each case after
giving effect to the Restructuring.
Leases. New Gaylord and Old Gaylord will enter into various five-year
leases of certain properties which are currently used by the Cable Networks
Business but which will be transferred to or retained by New Gaylord in the
Restructuring. Each of the leases will be on the terms set forth in the Annexes
to the Distribution Agreement.
Production and Promotional Services. New Gaylord and Old Gaylord will
enter into an agreement whereby Old Gaylord will provide to New Gaylord certain
production, exhibition, and promotional services, on the terms set forth in the
Annexes to the Distribution Agreement, including but not limited to: (i)
producing and exhibiting, at Old Gaylord's expense, the program "Grand Ole Opry
Live," which will consist of (a) airing Grand Ole Opry Live, on a weekly basis
for a period of five years from the Merger Closing Date, and (b) promoting the
program on TNN and otherwise; and (ii) for so long as New Gaylord retains a
33 1/3% or greater ownership interest in the Wildhorse Saloon, (a) producing and
exhibiting in prime-time at least four one-hour television specials originating
from the Wildhorse Saloon in each year for a period of five years from the
Merger Closing Date, (b) promoting such specials on TNN and otherwise, and (c)
providing additional ongoing promotion of the Wildhorse Saloon on TNN and CMT.
Promotional Advertising Services. New Gaylord and Old Gaylord will enter
into an agreement whereby Old Gaylord will provide to New Gaylord, for a period
of five years from the Merger Closing Date, certain promotional advertising
services for the New Gaylord Business, on terms set forth in the Annexes to the
Distribution Agreement, including, but not limited to: (i) exhibiting eight
30-second commercial announcements per day on TNN, inserted in local breaks
throughout the day, and (ii) exhibiting five 30-second commercial announcements
on CMT, inserted in local breaks throughout the day.
Intercompany Services to CMT International. New Gaylord and Old Gaylord
will enter into an agreement whereby Old Gaylord will provide, at New Gaylord's
request, for a period of five years from the Merger Closing Date, certain
programming, operating, and management services to CMT International on the
terms set forth in the Annexes to the Distribution Agreement.
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Transponder Use. Westinghouse, as successor in interest to Group W
Television, Inc., will provide to Z Music, for a period of five years from the
Merger Closing Date, the use of the GI-R transponder number 6 (the
"Transponder") for distribution of Z Music. Furthermore, Old Gaylord will
provide uplink services to Z Music from Nashville, Tennessee, for such five-year
period, regardless of whether the use of the Transponder is terminated earlier.
Trademark License Agreements. New Gaylord and Old Gaylord will enter into
various license agreements whereby: (i) Old Gaylord will grant to New Gaylord
the exclusive, irrevocable, perpetual, royalty-free right to use all CMT
trademarks and service marks in jurisdictions other than the United States and
Canada, and (ii) New Gaylord will grant to Old Gaylord the exclusive, worldwide,
royalty-free right to use, for a period of one year from the Merger Closing
Date, the Opryland Productions Duplicating Services service mark (with mandolin
design), in each case on the terms set forth in the Annexes to the Distribution
Agreement.
Software License Agreement. New Gaylord and Old Gaylord will enter into an
agreement whereby New Gaylord will grant to Old Gaylord the non-exclusive,
worldwide, perpetual, irrevocable, royalty-free license to use certain software
packages, in each case on the terms set forth in the Annexes to the Distribution
Agreement.
Transition Services Agreements. New Gaylord and Old Gaylord will enter
into an agreement whereby New Gaylord, at the request and expense of Old
Gaylord, will provide, for a period of five years from the Merger Closing Date
(unless otherwise stated in the Annexes to the Distribution Agreement), certain
goods and services on terms set forth in the Annexes to the Distribution
Agreement, including, but not limited to, access to and use of the Opryland
Hotel, the Opry House, the Wildhorse Saloon, the Opryland theme park, and the
Ryman Auditorium.
Furthermore, New Gaylord and Old Gaylord will also enter into an agreement
whereby Old Gaylord, at the request and expense of New Gaylord, will provide,
for a period of five years from the Merger Closing Date (unless otherwise stated
in the Annexes to the Distribution Agreement), certain goods and services on
terms set forth in the Annexes to the Distribution Agreement, including, but not
limited to, access to and use of its production facilities, studio, edit,
post-production, remote units, and staff.
NEW GAYLORD CREDIT FACILITY
Pursuant to the Restructuring, New Gaylord will assume all of Old Gaylord's
long-term indebtedness, which, as of March 31, 1997, aggregated approximately
$520 million. It is currently anticipated that New Gaylord will repay the
existing indebtedness with the proceeds from a new revolving credit facility
(the "1997 Credit Facility"), the final terms of which are currently being
negotiated by representatives of New Gaylord and various lenders. There can be
no assurance that New Gaylord and the lenders will reach an agreement on the
1997 Credit Facility or that if such an agreement is reached it will be on the
terms described herein.
It is currently anticipated that the lenders under the 1997 Credit Facility
will be a syndicate of banks with NationsBank of Texas, N.A., acting as agent
(the "Agent"). The maximum amount that can be borrowed under the 1997 Credit
Facility will be $600 million. The final maturity of the 1997 Credit Facility
will be five years from the effective date thereof, although amounts available
for borrowing thereunder will be permanently reduced by proceeds from certain
asset sales, permitted debt issuances, or equity issuances. The 1997 Credit
Facility will be unsecured and guaranteed by certain New Gaylord subsidiaries.
Amounts outstanding under the 1997 Credit Facility will bear interest at a
rate equal to either, at New Gaylord's option, (i) the higher of the Agent's
prime rate or the federal funds rate plus 1/2%, or (ii) LIBOR plus a margin
ranging from .40% to 1% depending on New Gaylord's ratio of debt to
capitalization or debt ratings. In addition, New Gaylord will be required to pay
a commitment fee ranging between .125% and .25% per year, also depending on the
ratio of debt to capitalization or debt ratings, on the average unused portion
of the 1997 Credit Facility and $100,000 per year to the Agent as an
administrative fee.
It is expected that the 1997 Credit Facility will require New Gaylord to
maintain certain financial ratios and minimum stockholders' equity levels and
will be subject to limitations on, among other things, mergers and sales of
assets, additional indebtedness, dividends and stock repurchases, liens, and
transactions with affiliates.
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EXPENSES
Regardless of whether the Distribution and the Merger are consummated, all
fees, costs, and expenses incurred in connection with the Transactions will be
paid by the party incurring such fees, costs, and expenses, except that each of
Westinghouse and New Gaylord will bear and pay one-half of (i) the fees, costs,
and expenses incurred in connection with filing, printing, and mailing of the
Form S-4, the Registration Statement, and the Proxy Statement/Prospectus, and
(ii) all filing fees incurred under the Hart Scott Rodino Antitrust Improvements
Act of 1976, as amended, in connection with the Merger.
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BUSINESS OF NEW GAYLORD
The following description of the business of New Gaylord gives effect to
the Transactions.
INTRODUCTION AND HISTORY
New Gaylord is a diversified entertainment company emphasizing family
values and its country music roots, operating principally in three industry
segments: (i) hospitality and attractions; (ii) broadcasting and music; and
(iii) cable networks. New Gaylord's predecessor traces its origins to a
newspaper publishing business founded in 1903 in the Oklahoma Territory by a
group including the Gaylord and Dickinson families. In 1928, New Gaylord's
predecessor entered the radio broadcasting business and, in 1949, expanded its
broadcasting interests to include television stations. New Gaylord currently
owns a television station that is affiliated with the CBS television network and
three radio stations. See "-- Broadcasting and Music."
In 1983, New Gaylord's predecessor acquired Opryland USA, an interrelated
group of businesses tracing their origins to the Grand Ole Opry music radio show
created in 1925, which has become the cornerstone of the company's hospitality
and attractions businesses. Opryland USA has developed an entertainment and
convention/resort complex in Nashville, Tennessee, that is anchored by the Opry
House (the current home of the Grand Ole Opry), the Opryland Hotel, which is one
of the nation's largest convention/resort hotels, and the Opryland theme park.
Also in 1983, Opryland USA entered the cable networks business by launching
TNN, a cable network with a national audience featuring country lifestyles,
entertainment, and sports, and, in 1991, acquired a 67% interest in CMT, a cable
network with a 24-hour country music video format. Since TNN's formation and
CMT's acquisition, TNN and CMT have been marketed by Westinghouse through
certain of Westinghouse's divisions and subsidiaries. An affiliate of
Westinghouse also owns the remaining 33% interest in CMT. Both TNN and the U.S.
and Canadian operations of CMT will be acquired by Westinghouse in the Merger.
The first of the CMT International cable networks was launched in Europe in
1992. CMT International, which programs primarily country music videos, was
later expanded into Asia, the South Pacific, and Latin America. In 1994, New
Gaylord's predecessor acquired an option to purchase 95% of the outstanding
common stock of Z Music, a cable network that currently programs contemporary
Christian music videos. New Gaylord currently manages the operations of Z Music.
In January 1997, New Gaylord's predecessor acquired the assets of Word, a record
and music publishing company featuring primarily contemporary Christian music.
HOSPITALITY AND ATTRACTIONS
New Gaylord's hospitality and attractions operations consist primarily of
an interrelated group of businesses including the Grand Ole Opry, the Opryland
Hotel, the Opryland theme park, the Wildhorse Saloon, the Ryman Auditorium, the
General Jackson (an entertainment showboat), and other related businesses.
Convention/Resort Hotel Operations
The Opryland Hotel. The Opryland Hotel, situated on approximately 120
acres in the Opryland complex, is the seventh largest hotel in the United States
in terms of number of guest rooms and has more exhibit space per room than any
other convention hotel in the world. The Opryland Hotel attracts convention
business, which accounted for approximately 78% of the hotel's revenues in each
of 1996, 1995, and 1994, from major trade associations and corporations. It also
serves as a destination resort for vacationers seeking accommodations in close
proximity to the Opryland theme park and the Grand Ole Opry as well as to other
attractions in the Nashville area. New Gaylord believes that the ambience
created at the Opryland Hotel by combining a state of the art convention
facility, live musical entertainment, and old-fashioned Southern hospitality and
charm are factors that differentiate it from other convention/resort hotels.
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The following table sets forth information concerning the Opryland Hotel
for each of the five years in the period ended December 31, 1996.
YEARS ENDED DECEMBER 31,
----------------------------------------------------
1996 1995 1994 1993 1992
-------- -------- -------- -------- --------
Average number of guest rooms............... 2,613 1,907 1,878 1,891 1,891
Occupancy Rate.............................. 84.7% 87.5% 87.9% 85.5% 85.5%
Average Room Rate........................... $ 131.21 $ 132.99 $ 130.15 $ 126.27 $ 121.09
Food and beverage revenues (in thousands)... $ 59,904 $ 50,418 $ 48,694 $ 46,870 $ 45,702
Total revenues (in thousands)............... $196,226 $153,062 $147,049 $140,573 $133,288
To serve conventions, the Opryland Hotel has 2,883 guest rooms, four
ballrooms with approximately 123,900 square feet, 85 banquet/meeting rooms, and
total dedicated exhibition space of approximately 289,000 square feet. In
addition to extensive convention facilities, the Opryland Hotel features the
Delta, a 4.5 acre atrium containing a New Orleans street scene with shops; a 1.5
acre garden conservatory; a 1.5 acre water-oriented interior space called the
Cascades; six restaurants; a food court featuring a variety of cuisines; three
swimming pools; and twenty-nine retail shops. In the Delta, hotel guests and
visitors can take boat rides on the Delta's indoor river. Live entertainment is
featured in the Cascades and in the hotel's restaurants and lounges, and special
productions for conventions are often staged in the hotel or on the General
Jackson showboat. Springhouse Golf Club, New Gaylord's 18-hole championship golf
course, attracts conventions requiring the availability of golf and makes the
hotel more attractive to vacationers. The Springhouse Golf Club also hosts an
annual Senior PGA Tour event, the BellSouth Senior Classic at Opryland, which is
televised on NBC.
The Opryland Hotel directs its convention marketing efforts primarily to
major trade, industry, and professional associations and corporations. New
Gaylord believes that the primary factors in successfully marketing the Opryland
Hotel to meeting planners have been the reputation of the Opryland Hotel's
services and facilities; the Opryland Hotel's ability to offer comprehensive
convention services at a single facility; the quality and variety of
entertainment and activities available at the hotel and in the Opryland complex
generally; and the central location of Nashville within the United States. The
Opryland Hotel typically enters into contracts for conventions several years in
advance. To date, Opryland Hotel has experienced a minimal number of
cancellations. Conventions that cancel are contractually required to pay certain
penalties and face the possible loss of future convention space at the hotel. As
of April 30, 1997, convention bookings for the balance of 1997 and for 1998 were
for approximately 578,000 and 676,000 guest room nights, respectively,
representing 82% and 64%, respectively, of the available guest room nights for
such periods.
New Gaylord also markets the Opryland Hotel as a destination resort through
national and local advertising and a variety of promotional activities. As part
of its marketing activities, New Gaylord advertises promotional "packages" on
TNN and CMT and through other media. Such promotions include a "Country Winter
Celebration," "Spring into Summer," the International Country Music Fan Fair
Celebration in June of each year, and "A Country Christmas," which runs each
year from early November through Christmas Day. The Country Christmas program
has contributed to the hotel's high occupancy rate during the month of December
(approximately 84%, 90%, and 91% of available guest room nights during December
1996, 1995, and 1994, respectively), traditionally a slow period for the hotel
industry. Following the Merger, New Gaylord will continue to have access to
promotional spots on TNN and CMT, consistent with past practices, allowing New
Gaylord to promote the Opryland Hotel and other properties on these cable
networks for a period of five years. See "THE RESTRUCTURING, THE DISTRIBUTION,
AND THE MERGER -- Relationships with Old Gaylord and Westinghouse Following the
Distribution and Merger."
The General Jackson. The General Jackson, a 300-foot, four-deck paddle
wheel showboat, operates on the Cumberland River, which flows past the Opryland
complex. Its Victorian Theatre can seat 620 people for banquets and 1,000 people
for theater-style presentations. The showboat stages Broadway-style shows and
other theatrical productions. It is one of many sources of entertainment that
New Gaylord makes available to conventions held at the Opryland Hotel and
contributes to New Gaylord's revenues from convention participants. During the
day it serves primarily tourists visiting the Opryland complex and the Nashville
area.
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Opryland Theme Park
The Opryland theme park is a musical show park that emphasizes live
productions of country, rock 'n' roll, gospel, bluegrass, and Broadway show
tunes. The 218-acre park consists of approximately 80 acres of developed in-park
entertainment area, 30 acres of support facilities, 70 acres of parking lot, and
38 acres of contiguous undeveloped land. The park has 11 theaters, bandstands,
and other facilities where it can stage musical productions. These facilities,
including a 4,000-seat amphitheater and an additional 2,200-seat theater, have a
total seating capacity of approximately 12,000. The park can simultaneously
stage up to 11 musical shows and, during the summer months, presents up to 50
shows each day. The amphitheater is also used regularly for television
productions and other events. "Nashville On Stage," a series of live concerts,
is slated for its fourth year of operation during the 1997 season. From May to
August 1997, top-name music stars, including The Oak Ridge Boys, Billy Ray
Cyrus, The Temptations, and Sandi Patty are scheduled to perform at the park.
New Gaylord believes that its attention to, and emphasis on, live
entertainment productions are the principal factors that differentiate the
Opryland theme park from other amusement and theme parks. In addition to
offering shows and other live entertainment, the park operates 21 rides as well
as shops, restaurants, children's play areas, and other facilities. New Gaylord
makes regular capital improvements in the form of new rides and attractions. The
park also features the Grand Ole Opry Museum and other museums containing
memorabilia collections of country music legends Roy Acuff and Minnie Pearl.
These museums are located in the Opry Plaza area of the park, which remains open
year round. The park has a broadcast studio from which New Gaylord's radio
station WSM-FM is broadcast. With certain exceptions, such as "Nashville on
Stage" concerts, visitors to the park purchase a single ticket for a full day's
admission to all of the park's entertainment and attractions.
The park operates on weekends in the spring and the autumn and seven days a
week in the summer. In recent years, the "Christmas in the Park" program during
November and December has provided an additional attraction for the Country
Christmas program at the Opryland Hotel, extending the park's operating season.
The following table sets forth certain information concerning the park.
"Revenues per visitor" include revenues from tickets, food and beverage sales,
and sales of retail merchandise. "Total attendance" and "Revenues per visitor"
include paying and non-paying visitors. "Average ticket price" includes paying
visitors only. The data set forth for 1993 through 1996 below includes results
of the "Christmas in the Park" program during which the revenues per visitor and
ticket prices were significantly less than during the park's other operating
periods.
YEARS ENDED DECEMBER 31,
------------------------------------------
1996 1995 1994 1993 1992
------ ------ ------ ------ ------
Total attendance (in thousands)....................... 1,980 2,100 2,266 2,247 2,023
Revenues per visitor.................................. $26.73 $27.66 $26.52 $24.11 $25.49
Average ticket price.................................. $15.60 $16.34 $15.15 $14.01 $15.05
Number of operating days.............................. 190 197 218 190 147
Country Music Entertainment
The Grand Ole Opry. The Grand Ole Opry, the most widely known platform for
country music in the world, is a live country music show with performances every
Friday and Saturday night and frequent summer matinees. The Opry House, home of
the Grand Ole Opry, is located in the Opryland complex. The show is radio
broadcast by WSM-AM every Friday and Saturday night from the Opry House, and TNN
telecasts a 30-minute live segment every Saturday night together with a
30-minute live segment of the warm-up preceding the show. Following the Merger,
the 30-minute live segment of the Grand Ole Opry will continue to be shown on
TNN for five years. See "THE RESTRUCTURING, THE DISTRIBUTION, AND THE
MERGER -- Relationships with Old Gaylord and Westinghouse Following the
Distribution and Merger." The show has been radio broadcast since 1925 on
WSM-AM, making it the longest running live radio program in the world. During
the summer months, the Grand Ole Opry, which requires the purchase of a separate
admission ticket, is a complementary attraction to the live shows in the
Opryland theme park.
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The Grand Ole Opry currently has 72 performing members who are stars or
other notables in the country music field. Members perform at the Grand Ole Opry
and there are no financial inducements attached to membership in the Grand Ole
Opry other than the prestige associated with membership. In addition, the Grand
Ole Opry presents performances by many other country music artists. The
following is a list of the current members of the Grand Ole Opry (including year
of membership).
MEMBERS OF THE GRAND OLE OPRY
Bill Anderson -- 1961 Jan Howard -- 1972 Charley Pride -- 1993
Ernie Ashworth -- 1964 Alan Jackson -- 1991 Jeanne Pruett -- 1973
Clint Black -- 1991 Stonewall Jackson -- 1956 Del Reeves -- 1966
Garth Brooks -- 1990 Jim & Jesse -- 1964 Riders In The Sky -- 1982
Jim Ed Brown -- 1963 George Jones* -- 1969 Johnny Russell -- 1985
The Carlisles -- 1953 Grandpa Jones* -- 1947 Jeannie Seely -- 1967
Roy Clark -- 1987 Hal Ketchum -- 1994 Ricky Van Shelton -- 1988
Jerry Clower -- 1973 Pete Kirby ("Bashful Jean Shepard -- 1955
John Conlee -- 1981 Brother Oswald") -- 1995 Ricky Skaggs -- 1982
Wilma Lee Cooper -- 1957 Alison Krauss -- 1993 Melvin Sloan Dancers -- 1957
Skeeter Davis -- 1959 Hank Locklin -- 1960 Connie Smith -- 1971
Little Jimmy Dickens* -- 1948 Charlie Louvin -- 1955 Mike Snider -- 1990
Joe Diffie -- 1993 Patty Loveless -- 1988 Hank Snow* -- 1950
Roy Drusky -- 1958 Loretta Lynn* -- 1962 Marty Stuart -- 1992
Holly Dunn -- 1989 Martina McBride -- 1995 Randy Travis -- 1986
The 4 Guys -- 1967 Mel McDaniel -- 1986 Travis Tritt -- 1992
Larry Gatlin & The Gatlin Reba McEntire -- 1985 Justin Tubb -- 1955
Brothers Band -- 1976 Barbara Mandrell -- 1972 Porter Wagoner -- 1957
Don Gibson -- 1958 Ronnie Milsap -- 1976 Billy Walker -- 1960
Vince Gill -- 1991 Lorrie Morgan -- 1984 Charlie Walker -- 1967
Billy Grammar -- 1959 Jimmy C. Newman -- 1956 Steve Wariner -- 1996
Jack Greene -- 1967 Osborne Brothers -- 1964 The Whites -- 1984
Tom T. Hall -- 1980 Dolly Parton -- 1969 Teddy Wilburn -- 1953
George Hamilton IV -- 1960 Stu Phillips -- 1967 Boxcar Willie -- 1981
Emmylou Harris -- 1992 Ray Pillow -- 1966
- ---------------
* Members of the Country Music Hall of Fame.
The Opry House, which was built in 1974 to replace the Ryman Auditorium as
the home of the Grand Ole Opry, contains a 45,000 square foot auditorium with
4,400 seats, a television production center that includes a 300-seat studio as
well as lighting, audio, and video control rooms, and set design and scenery
shops. The Opry House is used by New Gaylord for the production of television
and other programming and for third parties such as national television networks
and the Public Broadcasting System. The Opry House is also rented for concerts,
theatrical productions, and special events and is used by the Opryland Hotel for
convention entertainment and events. Following the Merger, the Cable Networks
Business will have continued access to and use of the Opry House and certain
other properties owned by New Gaylord. See "THE RESTRUCTURING, THE DISTRIBUTION,
AND THE MERGER -- Relationships with Old Gaylord and Westinghouse Following the
Distribution and the Merger."
The Wildhorse Saloon. Since 1994, New Gaylord has operated the Wildhorse
Saloon, a country music dance club on historic Second Avenue in downtown
Nashville. The three-story, 56,000 square-foot facility includes a 3,000 square
foot dance floor, a 190-seat restaurant and banquet facility, and a 15 x 22 foot
television screen featuring, among other things, country music videos. The club
also has a broadcast-ready stage and facilities to house mobile production units
from which broadcasts of live concerts may be distributed nationwide. New
Gaylord owns 51% of a joint venture with Levy Restaurants Group ("Levy"), which
was established to expand the Wildhorse Saloon concept to major, high-profile
tourism cities around the country. Levy will provide
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restaurant management expertise and oversee day-to-day operations, site
selections, and lease negotiations for the restaurants. Cities currently under
consideration for expansion of the Wildhorse Saloon concept include Atlanta,
Dallas, Las Vegas, Los Angeles, Orlando, and Washington, D.C. Following the
Merger, the Wildhorse Saloon will receive continued exposure and promotion on
TNN for a period of five years, including the airing of four shows annually on
TNN to originate from the Wildhorse Saloon. See "THE RESTRUCTURING, THE
DISTRIBUTION, AND THE MERGER -- Relationships with Old Gaylord and Westinghouse
Following the Distribution and the Merger."
Ryman Auditorium. In 1994, New Gaylord re-opened the renovated Ryman
Auditorium, the former home of the Grand Ole Opry, for concerts and musical
productions, including musicals produced by New Gaylord such as "Always Patsy
Cline" and the currently-running "Lost Highway," a tribute to the life and music
of Hank Williams. The Ryman Auditorium, built in 1892, is listed on the National
Register of Historic Places and seats approximately 2,100. Recent performers at
the Ryman Auditorium include James Brown, Bob Dylan, Amy Grant, Lyle Lovett,
Ricky Skaggs, and Bruce Springsteen.
BROADCASTING AND MUSIC
Television Stations
New Gaylord and its predecessor have been engaged in television
broadcasting since 1949, at one time owning as many as seven television
stations. As of December 31, 1996, New Gaylord owned and operated two television
stations: KTVT (Dallas-Fort Worth, Texas), and KSTW (Tacoma-Seattle,
Washington), which have been affiliated with the CBS television network since
1995. In June 1997, New Gaylord consummated the sale of KSTW for $160 million in
cash.
As of November 1996, based on the Nielsen Station Index produced by the
A.C. Nielsen Company ("Nielsen"), KTVT, broadcasting on channel 11, was the
fourth ranked station, out of 13 commercial stations, in the Dallas-Fort Worth
Designated Market Area ("DMA"), which is an exclusive geographic area consisting
of all counties in which the local stations receive a preponderance of total
viewing hours. The Dallas-Fort Worth DMA, consisting of 1.85 million television
households, is the eighth largest DMA in the United States. KTVT's broadcast
license issued by the Federal Communications Commission (the "FCC") expires in
August 1998.
KTVT has historically generated revenues from local, regional, and national
spot advertising. The majority of local, regional, and national spot advertising
contracts are short-term, generally running for only a few weeks. Advertising
rates charged by a television station are based primarily upon the demographics
and number of television households in the area served by the station, as well
as the station's ability to attract audiences as reflected in surveys made by
Nielsen. DMA data, which is published by Nielsen, is a significant factor in
determining television advertising rates. Rates are highest during the most
desirable viewing hours (generally between 5:00 p.m. and midnight). The rates
for local and national advertising are determined by KTVT. Local advertising
spots are sold by KTVT's sales personnel and national advertising spots are sold
by HRP, Inc., the national advertising sales agent for KTVT. Pursuant to an
affiliation agreement with CBS, KTVT receives cash compensation and network
programming from CBS (which represents the majority of the programming for
KTVT). In turn, the affiliation agreement entitles CBS to a portion of the
advertising spots on KTVT. Accordingly, KTVT now has fewer advertising spots to
sell than it did prior to July 1995, when it was an independent television
station.
Radio Stations
WSM-AM and WSM-FM. New Gaylord's radio stations WSM-AM and WSM-FM
commenced broadcasting in 1925 and 1967, respectively. New Gaylord's involvement
with country music dates back to the creation of the Grand Ole Opry, which has
been broadcast live on WSM-AM since 1925.
WSM-AM and WSM-FM are each broadcast from the Opryland complex and have
country music formats. WSM-AM went on the air in 1925 and is one of the nation's
25 "clear channel" stations, meaning that no other station in a 750-mile radius
uses the same frequency for nighttime broadcasts. As a result, the station's
signal, transmitted by a 50,000 watt transmitter, can be heard at night in much
of the United States and parts of Canada.
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New Gaylord has radio broadcast studios in the Opryland Hotel, at the Opryland
theme park, and at the Wildhorse Saloon.
WWTN-FM. In 1995, New Gaylord acquired the assets of radio station
WWTN-FM, operated out of Nashville, Tennessee, which has a news/talk/sports
format.
Music
Word Entertainment. In January 1997, New Gaylord's predecessor acquired
the assets of Word for $120 million, which included approximately $40 million of
working capital. Word is one of the largest contemporary Christian music
companies in the world, with nine recording labels featuring artists such as Amy
Grant, Shirley Caesar, Sandi Patty, and Point of Grace. Other significant Word
operations include print and hymnal music sales, distribution of music and video
products owned by third parties, and music publishing, including a 40,000 song
catalog. Word produces a wide variety of traditional and contemporary Christian
inspirational music, including adult contemporary, pop, country, rock, gospel,
praise and worship, rap, metal, and rhythm and blues, with an emphasis on
positive, inspirational, and family values themes. In addition, Word produces
master recordings of classical music and is a leading supplier of value-priced
Christmas music to mass market, convenience, and specialty stores.
In April 1997, New Gaylord announced the acquisition of Blanton/Harrell
Entertainment, an international management company which, together with Word and
Z Music, will anchor New Gaylord's family values entertainment offerings.
Blanton/Harrell Entertainment manages primarily Christian music artists,
including Word artist Amy Grant, the top-selling contemporary Christian music
artist of all time, Michael W. Smith, and Gary Chapman.
Opryland Music Group. Opryland Music Group ("OMG") is primarily engaged in
the music publishing business and owns one of the world's largest catalogs of
copyrighted country music songs. The OMG catalog also includes popular music,
with songs of legendary writers such as Hank Williams, Pee Wee King, Roy
Orbison, and Don and Phil Everly. Songs in the OMG catalog have accumulated more
country "Song of the Year" awards from the major performing rights organizations
than the songs of any other publisher, and the OMG catalog contains more than 40
songs that have been publicly performed over a million times. Standards such as
"Oh, Pretty Woman," "Blue Eyes Cryin' in the Rain," and "When Will I Be Loved"
are included in the roster of OMG songs. In addition to commercially recorded
music, OMG issues licenses for the use of its songs in films, plays, print,
commercials, videos, cable, and television. Through various subsidiaries and
sub-publishers, OMG collects royalties on licenses granted in a number of
foreign countries in addition to its U.S.-based business.
CABLE NETWORKS
CMT International. In October 1992, CMT launched CMT International through
a new cable network, CMT Europe. CMT International expanded its reach to include
portions of Asia and the South Pacific, including Australia and New Zealand,
with the launch of a second cable network in 1994. In 1995, CMT International
launched its third cable network in Latin America, allowing CMT's satellite
signals to potentially reach an estimated 90% of the world's homes with
televisions. The programming for CMT International currently consists primarily
of country music videos. At December 31, 1996, CMT International had 6.8 million
subscribers.
Z Music. In 1994, New Gaylord's predecessor entered into an agreement to
manage Z Music in exchange for an option to purchase 95% of Z Music's
outstanding capital stock. Z Music, a cable network currently featuring
primarily contemporary Christian music videos, is currently available in
approximately 19 million U.S. broadcast and cable homes. Z Music's contemporary
Christian programming covers a spectrum of musical styles, ranging from
inspirational, country and rock videos to spiritual music videos with more overt
Christian messages. The Z Music network also programs music news and artists'
interviews, featuring artists with strong convictions and a passion for their
message. Z Music has recently expanded its programming to include positive,
uplifting music by artists that are not necessarily categorized as Christian. Z
Music also produces and syndicates radio news features, "Radio Z Buzz," that
reach audiences in more than 100 markets across the U.S. New Gaylord anticipates
that it will exercise its option to purchase Z Music in 1997.
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ADDITIONAL INTERESTS
Bass Pro Shops. In 1993, New Gaylord's predecessor purchased a minority
interest in a partnership that owns and operates Bass Pro Shops, a leading
retailer of premium outdoor sporting goods and fishing tackle. Bass Pro Shops
serves its customers through an extensive mail order catalog operation, a
185,000-square-foot retail center in Springfield, Missouri, and an additional
retail store in Atlanta, Georgia. Bass Pro Shops currently has four new stores
under construction, including one in Nashville adjacent to the Opryland Hotel,
which New Gaylord expects will open in the spring of 1998. The partnership also
owns a two-thirds interest in Tracker Marine, a manufacturer of fiberglass and
aluminum fishing boats, which are sold through the Bass Pro Shops catalogs and
by means of wholesale distribution to authorized dealers. New Gaylord's
properties are featured in the approximately 40 million Bass Pro Shops catalogs
published annually. New Gaylord also provides hotel consulting services to Bass
Pro Shops' Big Cedar Lodge, a 1,250 acre resort development on Table Rock Lake
located in the Ozark Mountains in southern Missouri.
Texas Rangers Baseball Club. New Gaylord owns a 10% interest in B/R
Rangers Associates, Ltd., a limited partnership that owns the Texas Rangers
major league baseball club, the American League West Division Champions in 1996.
COMPETITION
Hospitality and Attractions
New Gaylord's hospitality and attractions operations compete with all other
forms of entertainment, lodging, and recreational activities. In addition to the
competitive factors outlined below for each of New Gaylord's businesses within
the hospitality and attractions segment, the success of the hospitality and
attractions segment is dependent upon certain factors beyond New Gaylord's
control including economic conditions, amount of available leisure time,
transportation costs, public taste, and weather conditions.
The Opryland Hotel competes with other hotels throughout the United States
and abroad, including many hotels operated by companies with greater financial,
marketing, and human resources than New Gaylord. Principal factors affecting
competition within the convention/resort hotel industry include the hotel's
reputation, quality of facilities, location and convenience of access, price,
and entertainment. The hotel business is management and marketing intensive, and
the Opryland Hotel competes with other hotels throughout the United States for
high quality management and marketing personnel. Although the Opryland Hotel has
historically enjoyed a relatively low rate of turnover among its managerial and
marketing personnel, there can be no assurance that it will continue to be able
to attract and retain high quality employees with managerial and marketing
skills. The hotel also competes with other employers for nonmanagerial employees
in the Middle Tennessee labor market, which recently has had a low level of
unemployment. The low unemployment rate makes it difficult to attract qualified
nonmanagerial employees and has been a substantial factor in the high turnover
rate among those employees.
The principal competitive factors in the amusement park industry generally
include the uniqueness and perceived quality of the rides and attractions in a
particular park; its proximity to densely populated areas; the atmosphere,
cleanliness, and safety of a park; the quality of food and beverages; and
available entertainment. New Gaylord believes that its attention to, and
emphasis on, live musical productions is one of the factors that differentiates
the Opryland theme park from other amusement and theme parks. Opryland's
emphasis on live musical entertainment requires that it compete with other show
parks, concert halls, and other forums for live entertainment for musical talent
as well as creative and production personnel, who are essential to New Gaylord's
operations. In addition, the same factors affecting the hotel's ability to
recruit and retain qualified nonmanagerial employees also affect the park.
Broadcasting and Music
KTVT competes for advertising revenues primarily with television stations
serving the same markets, including both independent stations and
network-affiliated stations. Advertising rates of KTVT are based principally on
the size, market share, and demographic profile of its viewing audience. WSM-AM,
WSM-FM,
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and WWTN-FM similarly compete for advertising revenues with other radio stations
in the same market area on the basis of formats, ratings, market share, and the
demographic make-up of their audiences. New Gaylord's television and radio
stations also compete with cable networks and local cable channels for both
audience share and advertising revenues and with radio, newspapers, billboards,
and magazines for advertising revenues. Other sources of present and potential
competition are prerecorded video cassettes, direct broadcast satellite
services, and multi-channel, multi-point distribution services ("MMDS" also
known as "wireless cable"). Management competence and experience, station
frequency signal coverage, network affiliation, format effectiveness of
programming, sales effort, and level of customer service are all important
factors in determining competitive position.
Word competes with numerous other companies that publish and distribute
Christian inspirational music, many of which have longer operating histories and
certain of which are tax-exempt organizations. Word competes with other record
and music publishing companies, both Christian and secular, to sign top artists
and songwriters, and new talent. New Gaylord's ability to sign and re-sign
popular recording artists and successful songwriters depends on a number of
factors, including distribution and marketing capabilities, Word's management
team, and the royalty and advance arrangements offered.
Cable Networks
CMT International and Z Music compete for viewer acceptance with all forms
of video entertainment, including other basic cable services, premium cable
services, commercial television networks, independent television stations, and
products distributed for the home video markets, in addition to the motion
picture industry and other communications, media, and entertainment services. Z
Music is delivered to subscribers primarily by cable television systems. CMT
International is carried in many different ways depending on the technology
available in the country where it is carried. CMT International and Z Music
compete with other nationally and internationally distributed cable networks and
local broadcast television stations for available channel space on cable
television systems, with other cable networks for subscriber fees from cable
systems operators, and with all forms of advertiser-supported media for
advertising revenues. New Gaylord also competes to obtain creative talents,
properties, and market share, which are essential to the success of its cable
networks business.
The principal competitive factors in obtaining viewer acceptance, on which
cable subscriber fees and advertiser support ultimately depend, are the appeal
of the networks' programming focus and the quality of their programming. Music
videos constitute substantially all of CMT International's and Z Music's
programming. These videos are currently provided to New Gaylord for promotional
purposes by record companies and may also be distributed to other programming
services as well as to other media.
For a period of five years following the Merger, New Gaylord is prohibited
by the Post-Closing Covenants Agreement from owning or operating a cable network
featuring country music videos or a significant amount of musical, sports,
variety, or other entertainment features or series, the theme of which is
perceived by the viewing public as "country entertainment." New Gaylord is also
prohibited, during such five-year period, from providing, or making available
for viewing, "country entertainment" programming on a cable network or an
over-the-air broadcast television station. Notwithstanding the foregoing, New
Gaylord can own and operate CMT International in any area outside of the United
States and Canada, provided that CMT International's programming, other than
country music videos, will not primarily consist of programming featuring or
related to "country entertainment." In addition, New Gaylord is prohibited by
the Post-Closing Covenants Agreement from hiring any Cable Networks Business
employee (unless such person is no longer a Cable Networks Business employee)
for a period of one year following the Merger. For additional information, see
"THE POST-CLOSING COVENANTS AGREEMENT -- Agreement Not to Compete" in the Proxy
Statement/Prospectus.
REGULATION AND LEGISLATION
Hospitality and Attractions
The Opryland Hotel is subject to certain federal, state, and local
governmental regulations including, without limitation, health, safety, and
environmental regulations applicable to hotel and restaurant operations. New
Gaylord believes that it is in substantial compliance with such regulations. In
addition, the sale of alcoholic
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beverages by the Opryland Hotel requires a license and is subject to regulation
by the applicable state and local authorities. The agencies involved have full
power to limit, condition, suspend, or revoke any such license, and any
disciplinary action or revocation could have an adverse effect upon the results
of the operations of New Gaylord's hospitality and attractions segment.
The Opryland theme park is subject to certain federal, state, and local
governmental regulations including, without limitation, health, safety, and
environmental regulations applicable to amusement park operations, and state and
local regulations applicable to restaurant operations at the park. New Gaylord
believes that it is in substantial compliance with such regulations. The park's
rides are not subject to federal regulations although bills have been introduced
in Congress at various times proposing such regulation. The park's rides are
inspected frequently by New Gaylord's own maintenance personnel. These
inspections include safety checks as well as regular maintenance.
Broadcasting and Music
Radio and television broadcasting is subject to regulation under the
Communications Act of 1934, as amended (the "Communications Act"). Under the
Communications Act, the FCC, among other things, assigns frequency bands for
broadcasting; determines the frequencies, location, and signal strength of
stations; issues, renews, revokes, and modifies station licenses; regulates
equipment used by stations; and adopts and implements regulations and policies
that directly or indirectly affect the ownership, operation, and employment
practices of broadcasting stations.
The FCC has adopted new rules to implement a provision of the 1996
Communications Act Amendments (the "1996 Amendments") pursuant to which licenses
issued for radio renewal applications filed on or after June 1, 1995 and for
television renewal applications filed on or after June 3, 1996, will have terms
of eight years. (The maximum periods were formerly five years and seven years,
respectively.) Television and radio broadcast licenses are renewable upon
application to the FCC and in the past usually have been renewed except in rare
cases. In a departure from past practice, the 1996 Amendments provide that
competing applications will not be accepted at the time of license renewal, and
will not be entertained at all unless the FCC first concludes that renewal of
the license would not serve the public interest. A station will be entitled to
renewal in the absence of serious violations of the Communications Act or the
FCC regulations or other violations which constitute a pattern of abuse. New
Gaylord is aware of no reason why its radio and television station licenses
should not be renewed.
FCC regulations also prohibit concentrations of media ownership on both the
local and national levels. FCC regulations prohibit the common ownership or
control of most communications media serving the same market areas (i.e., (i)
television and radio ownership; (ii) television and daily newspapers; (iii)
radio and daily newspapers; and (iv) television and cable television). Pursuant
to the 1996 Amendments, however, the FCC's liberal waiver policy for joint
television and radio ownership in the top 25 markets will be expanded to include
the top 50 markets. The 1996 Amendments also increase the number of radio
stations a single entity may own in the same market area (depending on the
number of stations operating in the local radio market), and the FCC is
conducting a rulemaking to consider whether owning more than one television
station in the same market area may be permitted. The FCC has also issued a
notice of inquiry for the purpose of reevaluating the restriction on
radio/newspaper cross ownership. Pursuant to the 1996 Amendments, FCC
regulations no longer will limit the total number of television broadcast
stations held by any single entity so long as all of the stations under common
control do not attain an aggregate national audience reach exceeding 35%, up
from the prior cap of 25%, and no more than 12 stations. The 1996 Amendments
also eliminated previous limits on the total number of radio stations commonly
owned on a national basis. The FCC is in the process of amending certain of its
regulations to implement the 1996 Amendments.
The Communications Act also places certain limitations on alien ownership
or control of entities holding broadcast licenses. The Restated Certificate of
Incorporation of New Gaylord (the "Restated Certificate") will contain a
provision permitting New Gaylord to redeem common stock from certain holders if
the Board of Directors deems such redemption necessary to prevent the loss or
secure the reinstatement of any of its licenses or
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franchises. See "DESCRIPTION OF CAPITAL STOCK." The 1996 Amendments have deleted
existing restrictions on communications companies having non-citizen officers
and directors.
The foregoing is only a brief summary of certain provisions of the
Communications Act and FCC regulations. The Communications Act and FCC
regulations may be amended from time to time, and New Gaylord cannot predict
whether any such legislation will be enacted or whether new or amended FCC
regulations will be adopted, or the effect on New Gaylord of any such changes,
including those made by the 1996 Amendments.
Cable Networks
Although the operations of New Gaylord's cable networks are not directly
subject to regulation, the Cable Television Consumer Protection and Competition
Act of 1992 (the "1992 Act") and the regulations thereunder have required cable
networks to, in certain instances, lower charges for their programming for
certain distributors. Although the recently enacted 1996 Amendments did not have
such an effect, any future legislation or regulatory actions that increase rate
regulation or effect structural changes in New Gaylord's cable networks could
have such an effect. For example, increased rate regulation could, among other
things, affect the ability or willingness of cable system operators to establish
or retain Z Music as a basic tier cable service.
CMT International's programming and uplink services are handled in the
United States. The network has no employees abroad and any contracts between the
network and cable systems are executed in the United States. The network
generally does not require a license or authorization from the British
government to conduct its business. New Gaylord's management is currently
studying the regulatory frameworks of certain other European countries and at
this time is not aware of any material regulation that would prevent it from
delivering the network into such countries. There currently exists a European
Community Directive requiring that a majority of programming delivered to
European countries be locally originated, where practicable. Representatives of
the British government have informed New Gaylord that this would not impact the
network with respect to the United Kingdom as there currently is no
locally-originated country music programming available. New Gaylord does not
expect the European Community Directive will be a material obstacle to entering
other European countries for the foreseeable future.
EMPLOYEES
As of December 31, 1996, New Gaylord (excluding the Cable Networks
Business) had approximately 5,600 full-time and 3,050 part-time and seasonal
employees. The Opryland theme park employs approximately 1,700 additional
seasonal employees during the summer months. New Gaylord believes that its
relationship with its employees is good.
PROPERTIES
New Gaylord owns its executive offices and corporate headquarters located
at One Gaylord Drive, Nashville, Tennessee, which consists of a four-story
office building comprising approximately 80,000 square feet. New Gaylord
believes that its present facilities for each of its business segments as
described below are generally well maintained and currently sufficient to serve
each segment's particular needs.
Hospitality and Attractions
New Gaylord owns approximately 800 acres of land in Nashville, Tennessee
and the improvements thereon that comprise the Opryland complex including in
excess of 100 acres of undeveloped land. The Opryland complex is comprised of
the Opryland Hotel, the Opryland theme park, the General Jackson showboat's
docking facility, the TNN/CMT production and administration facilities, the Opry
House, and WSM Radio's offices and studios. New Gaylord also owns the
Springhouse Golf Club, an 18-hole golf course situated on approximately 240
acres, and a 26-acre KOA campground, both of which are located near the Opryland
complex. In addition, New Gaylord owns the Ryman Auditorium in downtown
Nashville; the Wildhorse Saloon, a dance hall/production facility, on Company
property in downtown Nashville; and a 100,000 square foot warehouse in Old
Hickory, Tennessee.
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Broadcasting and Music
New Gaylord owns all of KTVT's business facilities which are comprised of
an office and two studios containing an aggregate of approximately 48,000 square
feet. KTVT owns its transmitter facilities and tower. KTVT leases additional
space for sales and news offices in Dallas, Texas. In addition, New Gaylord owns
the Opryland Music Group building located on Nashville's "Music Row" and
adjacent real estate. New Gaylord leases approximately 34,000 square feet on
various floors in a Nashville office building, which space is primarily used for
Word's executive and administrative offices. These leases expire on various
dates ranging from October 1998 to June 2001. Word also leases sales office and
warehouse space in Waco, Texas; Richmond, Canada; and Milton Keynes, United
Kingdom.
Cable Networks
New Gaylord owns the offices and three television studios of TNN, all of
which are located within the Opryland complex and contain approximately 84,000
square feet of space. The transmitter used for satellite uplink is owned by New
Gaylord and is located at the Opryland complex. New Gaylord owns the offices of
CMT and CMT International which were added to the offices of TNN and contain
approximately 2,700 square feet of space. CMT began using a Company-owned
transmitter located on the Opryland complex during 1992. CMT International
currently leases its transmitters. Following the Merger, certain equipment and
facilities used by TNN and CMT will be leased to Westinghouse. See "THE
RESTRUCTURING, THE DISTRIBUTION, AND THE MERGER -- Relationships with Old
Gaylord and Westinghouse Following the Distribution and Merger."
INSURANCE AND LEGAL PROCEEDINGS
New Gaylord maintains various insurance policies, including general
liability and property damage insurance, as well as product liability, workers'
compensation, business interruption, and other policies, which it believes
provide adequate coverage for its operations. Various subsidiaries of New
Gaylord are involved in lawsuits incidental to the ordinary course of their
businesses, such as personal injury actions by guests and employees and
complaints alleging employee discrimination. New Gaylord believes that it is
adequately insured against these claims by its existing insurance policies and
that the outcome of any pending claims or proceedings will not have a material
adverse effect upon its results of operations or financial condition.
New Gaylord may have liability under the Comprehensive Environmental
Response, Compensation, and Liability Act of 1980, as amended ("CERCLA" or
"Superfund"), for response costs at two Superfund sites. The liability relates
to properties formerly owned by Old Gaylord. In 1991, Old Gaylord and The
Oklahoma Publishing Company ("OPUBCO"), a former subsidiary of Old Gaylord,
entered into a distribution agreement (the "OPUBCO Distribution Agreement"),
pursuant to which OPUBCO assumed such liabilities and agreed to indemnify Old
Gaylord for any losses, damages, or other liabilities incurred by Old Gaylord in
connection with such matters. Under the OPUBCO Distribution Agreement, OPUBCO is
required to maintain adequate reserves to cover potential Superfund liabilities.
In connection with the Restructuring, Old Gaylord will assign its rights under
the OPUBCO Distribution Agreement to New Gaylord, and Old Gaylord will have a
right of subrogation to New Gaylord's right to indemnification from OPUBCO.
Although statutorily liable private parties cannot contractually transfer
liability so as to render themselves no longer liable, CERCLA permits private
parties to indemnify one another against CERCLA liability pursuant to a
contract, and to enforce such a contract in an appropriate court. New Gaylord
believes that OPUBCO's indemnification will fully cover New Gaylord's Superfund
liabilities, if any, and that, based on New Gaylord's current estimates of these
liabilities, OPUBCO has sufficient financial resources to fulfill its
indemnification obligations under the OPUBCO Distribution Agreement.
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CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES
The following is a discussion of certain U.S. Federal income tax
consequences of the Distribution and the Restructuring. The discussion which
follows is based upon the Code, Treasury regulations promulgated thereunder, and
judicial and administrative interpretations thereof, all as in effect on the
date hereof, and is subject to any changes in these or other laws occurring
after such date, possibly with retroactive effect. The discussion below is for
general information only and does not address the effects of any state, local,
or foreign tax laws on the Distribution. The tax treatment of an Old Gaylord
stockholder may vary depending on his or her particular situation, and certain
stockholders (including insurance companies, tax-exempt organizations, financial
institutions or broker-dealers, persons who do not hold Old Gaylord Common Stock
as capital assets, individuals who received Old Gaylord Common Stock pursuant to
the exercise of employee stock options or otherwise as compensation, and
non-U.S. persons) may be subject to special rules not discussed below.
EACH STOCKHOLDER OF OLD GAYLORD IS URGED TO CONSULT SUCH STOCKHOLDER'S OWN
TAX ADVISOR AS TO THE PARTICULAR TAX CONSEQUENCES OF THE DISTRIBUTION, INCLUDING
THE APPLICABILITY AND EFFECT OF ANY STATE, LOCAL, OR FOREIGN LAWS AND OF CHANGES
IN APPLICABLE TAX LAWS.
U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE DISTRIBUTION AND THE RESTRUCTURING
Consummation of the Distribution and the Merger is conditioned upon the
receipt of the Tax Rulings issued by the IRS to the effect that (i) the
Distribution will qualify as a transaction described in Section 355(a) of the
Code and the transfer of assets and liabilities to New Gaylord immediately
preceding the Distribution will qualify as a transaction described in Section
351 of the Code and/or a "reorganization" under Section 368(a)(1)(D) of the Code
and (ii) the Merger will qualify as a "reorganization" under Section
368(a)(1)(B) of the Code. In addition, Old Gaylord and Westinghouse have
requested rulings from the IRS to the effect that certain aspects of the
Restructuring will not be taxable to New Gaylord or any of its subsidiaries, and
consummation of the Distribution and the Merger is conditioned upon either (i)
the receipt of such rulings or (ii) the receipt by Old Gaylord and Westinghouse
of opinions of their respective counsel to the same effect.
The Tax Rulings and the opinions of counsel (if any) will be based on
current law, and will be based on certain representations as to factual matters
made by, among others, Old Gaylord, New Gaylord and Westinghouse. Such
representations, if incorrect in certain material respects, could jeopardize the
conclusions reached in the Tax Rulings or the opinions. None of New Gaylord, Old
Gaylord, or Westinghouse is currently aware of any facts or circumstances which
would cause any such representations required to be made to the IRS or to
counsel to be untrue or incorrect in any material respect. Further, an opinion
of counsel is not binding on the IRS or the courts.
Based on the rulings and opinions (if any) discussed above, the material
federal income tax consequences that will result from the Restructuring and the
Distribution are as follows:
(a) No income, gain or loss will be recognized by New Gaylord or Old
Gaylord in the Distribution or as a result of certain aspects of the
Restructuring. As a result of certain other aspects of the Restructuring,
however, New Gaylord or Old Gaylord will recognize income, gain, or loss.
(b) An Old Gaylord stockholder will not recognize any income, gain or
loss as a result of the receipt of New Gaylord Common Stock in the
Distribution, except with respect to any cash received in lieu of
fractional shares of New Gaylord Common Stock.
(c) An Old Gaylord stockholder's tax basis for the New Gaylord Common
Stock and Old Gaylord Common Stock immediately after the Distribution,
including any fractional share interest of New Gaylord Common Stock for
which cash is received, will equal such stockholder's tax basis in the Old
Gaylord Common Stock immediately before the Distribution, allocated in
proportion to the relative fair market values of New Gaylord Common Stock
and Old Gaylord Common Stock at the time of the Distribution.
(d) An Old Gaylord stockholder's holding period for the shares of New
Gaylord Common Stock received in the Distribution, including any fractional
share interest of New Gaylord Common Stock for
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which cash is received, will include the period during which the
stockholder held Old Gaylord Common Stock, provided that the Old Gaylord
Common Stock was held as a capital asset.
(e) An Old Gaylord stockholder that receives cash in lieu of a
fractional share interest of New Gaylord Common Stock pursuant to the
Distribution will be treated as having received such cash in exchange for
such fractional share interest and generally will recognize capital gain or
loss on such deemed exchange in an amount equal to the difference between
the amount of cash received and the Old Gaylord stockholder's adjusted tax
basis in such fractional share. Such capital gain or loss generally will be
long-term capital gain or loss if the holding period for the New Gaylord
Common Stock or the Old Gaylord Common Stock with respect to which such
fractional share is deemed issued exceeds one year.
BECAUSE OF THE INDIVIDUAL NATURE OF TAX CONSEQUENCES, EACH OLD GAYLORD
STOCKHOLDER IS URGED TO CONSULT ITS TAX ADVISOR WITH RESPECT TO THE TAX
CONSEQUENCES TO IT OF THE DISTRIBUTION, INCLUDING THE EFFECT OF U.S. FEDERAL,
STATE AND LOCAL, AND FOREIGN AND OTHER TAX RULES, AND THE EFFECT OF POSSIBLE
CHANGES IN TAX LAWS.
Unless the Merger is effected after the Westinghouse Distribution, Old
Gaylord stockholders who continue to hold Westinghouse Common Stock on the
record date for the Westinghouse Distribution will be entitled to participate in
the Westinghouse Distribution on the same basis as all other Westinghouse
shareholders. Westinghouse has applied to the IRS for rulings substantially to
the effect that no income, gain, or loss will be recognized by Westinghouse
shareholders (including former stockholders of Old Gaylord) as a result of
participating in the Westinghouse Distribution.
POSSIBLE LEGISLATIVE ACTION
On April 17, 1997, Senators William V. Roth, Jr. and Daniel Patrick
Moynihan and Congressman Bill Archer introduced legislation (the "Proposed
Legislation") proposing certain changes to the Code, which, if enacted, would,
among other things, cause transactions similar to the Distribution followed by
the Merger to be taxable to the distributed (or controlled) corporation (but not
the distributing corporation's stockholders). While the Proposed Legislation
would generally apply to distributions occurring after April 16, 1997, the
Proposed Legislation contains certain "grandfathering" rules that would apply to
the Distribution and related transactions. Accordingly, if the Proposed
Legislation were enacted in its current form, the Proposed Legislation would not
apply to the Distribution and such related transactions. There can be no
assurance that the Proposed Legislation will be enacted in its current form or
that other legislation with different effective date and grandfathering
provisions will not be introduced or enacted after the date hereof. Old
Gaylord's and Westinghouse's respective obligations to consummate the
Distribution and the Merger (as applicable) are conditioned upon there not being
any pending legislation in bill form introduced, passed by either House of
Congress or enacted, which in the opinion of either Skadden, Arps, Slate,
Meagher & Flom LLP (in the case of Old Gaylord) or Cravath, Swaine & Moore (in
the case of Westinghouse), if enacted with the effective date and transition
rules described therein, would have the effect of causing the Distribution to be
taxable for U.S. Federal income tax purposes to, and result in a material
increase in the U.S. Federal income tax liability of, Old Gaylord or its
stockholders. Accordingly, the introduction or enactment of legislation
differing from the Proposed Legislation could delay or prevent the consummation
of the Distribution.
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SELECTED CONSOLIDATED HISTORICAL AND
PRO FORMA FINANCIAL DATA OF NEW GAYLORD
The following table sets forth (i) unaudited selected consolidated
historical financial data as of March 31, 1997 and for the three months ended
March 31, 1997 and 1996, before giving effect to the Transactions, which has
been derived from New Gaylord's unaudited Condensed Consolidated Financial
Statements as of March 31, 1997 and for the three months ended March 31, 1997
and 1996, included elsewhere herein, (ii) selected consolidated historical
financial data as of December 31, 1996 and 1995 and for each year in the
three-year period ended December 31, 1996, before giving effect to the
Transactions, which has been derived from New Gaylord's Consolidated Financial
Statements as of December 31, 1996 and 1995, and for each year in the three-year
period ended December 31, 1996, included elsewhere herein; (iii) selected
consolidated historical financial data as of December 31, 1994, 1993, and 1992,
and for each year in the two-year period ended December 31, 1993, before giving
effect to the Transactions, which has been derived from the audited consolidated
financial statements of New Gaylord, not included elsewhere herein; and (iv)
unaudited selected consolidated pro forma financial data as of and for the three
months ended March 31, 1997 and for the year ended December 31, 1996 which gives
effect to the Transactions and which has been derived from New Gaylord's
Unaudited Pro Forma Consolidated Financial Statements included elsewhere herein.
The unaudited selected consolidated pro forma balance sheet data as of March 31,
1997 is presented as if the Transactions had occurred on March 31, 1997, and the
unaudited selected consolidated pro forma income statement data for the three
months ended March 31, 1997 and for the year ended December 31, 1996 is
presented as if the Transactions had occurred on January 1, 1997 and January 1,
1996, respectively. The unaudited selected consolidated pro forma financial data
incorporates certain assumptions which are set forth in the footnotes to New
Gaylord's Unaudited Pro Forma Consolidated Financial Statements included
elsewhere herein. The selected consolidated pro forma information does not
purport to represent what New Gaylord's financial position or results of
operations actually would have been had the Transactions, in fact, occurred on
such date or at the beginning of the period indicated, or to project New
Gaylord's financial position or results of operations at any future date or for
any future period.
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NEW GAYLORD ENTERTAINMENT COMPANY
(A WHOLLY OWNED SUBSIDIARY OF GAYLORD ENTERTAINMENT COMPANY)
SELECTED CONSOLIDATED HISTORICAL AND PRO FORMA FINANCIAL DATA
(AMOUNTS IN THOUSANDS)
THREE MONTHS ENDED
MARCH 31, YEARS ENDED DECEMBER 31,
----------------------------- ---------------------------------
ACTUAL ACTUAL
PRO FORMA ----------------- PRO FORMA --------------------
1997(1) 1997 1996 1996(1) 1996 1995
--------- ------- ------- --------- -------- --------
(UNAUDITED)
INCOME STATEMENT DATA:
Revenues:
Hospitality and
attractions............ $57,304 $57,304 $43,347 $313,023 $313,023 $276,638
Broadcasting and music... 44,702 23,059 21,215 102,368 102,368 148,175
Cable networks........... 3,100 83,062 74,295 11,155 331,767 282,647
------- ------- ------- -------- -------- --------
Total revenues..... 105,106 163,425 138,857 426,546 747,158 707,460
Operating expenses:
Operating costs.......... 70,541 102,804 88,944 261,175 443,236 442,177(3)
Selling, general and
administrative......... 31,461 33,176 27,550 95,586 125,456 115,355
Depreciation and
amortization:
Hospitality and
attractions.......... 6,583 6,583 4,231 28,861 28,861 21,782
Broadcasting and
music................ 1,878 1,174 1,037 4,421 4,421 3,954
Cable networks......... 521 3,333 2,629 1,991 12,406 9,522
Corporate.............. 745 745 737 3,168 3,168 2,828
------- ------- ------- -------- -------- --------
Total depreciation
and
amortization..... 9,727 11,835 8,634 38,441 48,856 38,086
------- ------- ------- -------- -------- --------
Total operating
expenses......... 111,729 147,815 125,128 395,202 617,548 595,618
Operating income (loss):
Hospitality and
attractions............ 1,408 1,408 (241) 45,938 45,941 40,215
Broadcasting and music... 1,939 2,430 2,250 23,846 23,846 19,578(3)
Cable networks........... (4,139) 17,603 17,932 (13,379) 84,884 74,459
Corporate................ (5,831) (5,831) (6,212) (25,061) (25,061) (22,410)
------- ------- ------- -------- -------- --------
Total operating
income (loss).... (6,623) 15,610 13,729 31,344 129,610 111,842
Interest expense........... (7,615) (10,802) (9,721) (18,976) (49,880) (40,856)
Interest income............ 5,755 5,759 5,210 22,904 21,580 5,968
Other gains (losses)....... (8) (446) 74,121(2) 74,281(2) 72,220(2) (8,088)(4)
------- ------- ------- -------- -------- --------
Income (loss) from
continuing operations
before provision
(benefit) for income
taxes.................. (8,491) 10,121 83,339 109,553 173,530 68,866
Provision (benefit) for
income taxes............. (4,223) 3,358 33,346 35,770 62,947 27,500
------- ------- ------- -------- -------- --------
Income (loss) from
continuing
operations............. (4,268) 6,763 49,993 73,783 110,583 41,366
Discontinued operations,
net of taxes(5).......... -- -- -- -- -- 42,998
Cumulative effect of
accounting change, net of
taxes.................... -- -- -- -- -- --
------- ------- ------- -------- -------- --------
Net income
(loss)........... $(4,268) $ 6,763 $49,993 $ 73,783 $110,583 $ 84,364
======= ======= ======= ======== ======== ========
YEARS ENDED DECEMBER 31,
-----------------------------------
ACTUAL
-----------------------------------
1994 1993 1992
-------- -------- --------
INCOME STATEMENT DATA:
Revenues:
Hospitality and
attractions............ $274,494 $243,460 $232,614
Broadcasting and music... 169,538 170,255 156,255
Cable networks........... 243,899 208,869 176,035
-------- -------- --------
Total revenues..... 687,931 622,584 564,904
Operating expenses:
Operating costs.......... 427,853 392,124 358,828
Selling, general and
administrative......... 108,624 92,849 87,255
Depreciation and
amortization:
Hospitality and
attractions.......... 19,040 16,959 17,872
Broadcasting and
music................ 3,854 3,936 3,974
Cable networks......... 7,758 6,608 4,995
Corporate.............. 2,293 1,420 948
-------- -------- --------
Total depreciation
and
amortization..... 32,945 28,923 27,789
-------- -------- --------
Total operating
expenses......... 569,422 513,896 473,872
Operating income (loss):
Hospitality and
attractions............ 38,305 41,222 44,115
Broadcasting and music... 37,837 34,107 18,200
Cable networks........... 63,343 50,869 45,884
Corporate................ (20,976) (17,510) (17,167)
-------- -------- --------
Total operating
income (loss).... 118,509 108,688 91,032
Interest expense........... (27,578) (14,526) (7,402)
Interest income............ 738 214 102
Other gains (losses)....... (15,172)(4)(6) 1,131 (162)
-------- -------- --------
Income (loss) from
continuing operations
before provision
(benefit) for income
taxes.................. 76,497 95,507 83,570
Provision (benefit) for
income taxes............. 29,451 40,113 28,950
-------- -------- --------
Income (loss) from
continuing
operations............. 47,046 55,394 54,620
Discontinued operations,
net of taxes(5).......... -- (26,905) (29,045)
Cumulative effect of
accounting change, net of
taxes.................... -- (8,152)(7) --
-------- -------- --------
Net income
(loss)........... $ 47,046 $ 20,337 $ 25,575
======== ======== ========
AS OF MARCH 31,
----------------------- AS OF DECEMBER 31,
PRO FORMA ACTUAL --------------------------------------------------------
1997(1) 1997 1996 1995 1994 1993 1992
---------- ---------- ---------- ---------- -------- -------- --------
(UNAUDITED)
BALANCE SHEET DATA:
Total assets................................. $1,168,836 $1,184,426 $1,152,626 $1,071,842 $988,476 $902,019 $802,632
Net assets of discontinued operations(5)..... -- -- -- -- 214,649 222,830 258,474
Payable to Old Gaylord....................... -- 489,731 476,316 554,488 560,422 525,546 450,715
Long-term debt, including current portion.... 515,751 -- -- -- -- -- --
Total stockholders' equity................... 361,687 407,974 401,211 203,628 114,264 67,218 46,336
- ---------------
(1) See Unaudited Pro Forma Consolidated Financial Statements and the notes
thereto included elsewhere herein.
(2) Includes a pretax gain of $73,850 on sale of Houston television station
KHTV.
(3) Includes non-recurring pretax charge of $13,302 for write-down to net
realizable value of certain television program rights.
(4) Includes pretax losses of $5,529 and $26,000 for 1995 and 1994,
respectively, to reflect the loss on the January 1996 disposal of New
Gaylord's 14% limited partnership interest in the Fiesta Texas theme park.
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34
(5) In November 1993 New Gaylord formalized plans to sell its cable television
systems segment (the "Systems") and began accounting for the Systems as
discontinued operations. The Systems were sold in September 1995 which
resulted in a gain of $42,998, net of income taxes of $30,824.
(6) Includes a pretax gain of $10,689 on sale of Milwaukee television station
WVTV.
(7) Reflects the adoption of Statement of Financial Accounting Standards No.
106, "Employers' Accounting of Postretirement Benefits Other Than Pensions."
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35
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
New Gaylord is currently a wholly owned subsidiary of Old Gaylord. New
Gaylord operates principally in three industry segments: hospitality and
attractions; broadcasting and music; and cable networks. New Gaylord sold its
cable television systems segment (the "Systems") on September 29, 1995. Prior to
the sale, the Systems were accounted for as discontinued operations. The
accompanying financial statements and the following financial analysis represent
the consolidated financial position and results of operations of New Gaylord,
both before and after giving effect to the Transactions.
THREE MONTHS ENDED MARCH 31, 1997, COMPARED TO THREE MONTHS ENDED MARCH 31, 1996
RESULTS OF OPERATIONS
The following table contains unaudited selected income statement data for
each of the three month periods ended March 31, 1997 and 1996 (amounts in
thousands). The pro forma data for the three months ended March 31, 1997 is
presented as if the Transactions had occurred on January 1, 1997. The table also
shows the percentage relationships to total revenues and, in the case of segment
operating income (loss), its relationship to segment revenues. Old Gaylord
purchased all of the assets of Word on January 7, 1997 for approximately $120
million in cash. In addition to the Transactions, the pro forma data for the
three months ended March 31, 1997 reflects the impact of the results of
operations of Word subsequent to the acquisition date as detailed in New
Gaylord's Unaudited Pro Forma Consolidated Financial Statements and the
footnotes thereto for the three months ended March 31, 1997.
THREE MONTHS ENDED MARCH 31,
-------------------------------------------------------
PRO FORMA ACTUAL
----------------- -----------------------------------
1997 % 1997 % 1996 %
-------- ------ -------- ----- -------- -----
Revenues:
Hospitality and attractions........... $ 57,304 54.5% $ 57,304 35.1% $ 43,347 31.2%
Broadcasting and music................ 44,702 42.5 23,059 14.1 21,215 15.3
Cable networks........................ 3,100 3.0 83,062 50.8 74,295 53.5
-------- ------ -------- ----- -------- -----
Total revenues................ 105,106 100.0 163,425 100.0 138,857 100.0
-------- ------ -------- ----- -------- -----
Operating expenses:
Operating costs....................... 70,541 67.1 102,804 62.9 88,944 64.1
Selling, general and administrative... 31,461 29.9 33,176 20.3 27,550 19.8
Depreciation and amortization:
Hospitality and attractions........ 6,583 6,583 4,231
Broadcasting and music............. 1,878 1,174 1,037
Cable networks..................... 521 3,333 2,629
Corporate.......................... 745 745 737
-------- ------ -------- ----- -------- -----
Total depreciation and
amortization.................. 9,727 9.3 11,835 7.2 8,634 6.2
-------- ------ -------- ----- -------- -----
Total operating expenses...... 111,729 106.3 147,815 90.4 125,128 90.1
-------- ------ -------- ----- -------- -----
Operating income (loss):
Hospitality and attractions........... 1,408 2.5 1,408 2.5 (241) (0.6)
Broadcasting and music................ 1,939 4.3 2,430 10.5 2,250 10.6
Cable networks........................ (4,139) (133.5) 17,603 21.2 17,932 24.1
Corporate............................. (5,831) -- (5,831) -- (6,212) --
-------- ------ -------- ----- -------- -----
Total operating income (loss)........... $ (6,623) (6.3)% $ 15,610 9.6% $ 13,729 9.9%
======== ====== ======== ===== ======== =====
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36
Revenues
Total Revenues -- Total revenues increased $24.6 million, or 17.7%, to
$163.4 million in the first quarter of 1997. The increase is primarily
attributable to the expansion of the Opryland Hotel in the hospitality and
attractions segment and continued growth in the cable networks segment. Revenues
in the broadcasting and music segment also increased due primarily to increased
revenues at New Gaylord's two television stations. On a pro forma basis assuming
the Transactions had occurred on January 1, 1997, total revenues for the three
months ended March 31, 1997 would have been $105.1 million, and would have been
$83.5 million excluding the revenues of Word subsequent to the date of the Word
acquisition.
Hospitality and attractions -- Revenues in the hospitality and attractions
segment increased $14.0 million, or 32.2%, to $57.3 million in the first quarter
of 1997. Opryland Hotel revenues increased $14.4 million, or 41.9%, to $48.8
million in the first three months of 1997, principally because of the hotel
expansion. The hotel's occupancy rate increased to 78.1% in the first three
months of 1997 compared to 74.3% in the first three months of 1996. The hotel
sold 191,900 rooms in the first three months of 1997 compared to 142,600 rooms
sold in the same period of 1996 reflecting a 34.6% increase over 1996. The
hotel's average guest room rate increased to $124.63 in the first three months
of 1997 from $120.31 in the first three months of 1996. At March 31, 1997, the
hotel's advanced bookings were approximately $1 billion of future revenues at
current rates with a significant portion of these advanced bookings relating to
the next three years.
Broadcasting and music -- Revenues increased $1.8 million, or 8.7%, to
$23.1 million in the first quarter of 1997. The increase in broadcasting and
music revenues reflects an increase of $1.8 million in advertising revenues at
New Gaylord's two television stations. In June 1997, New Gaylord consummated the
sale of KSTW, its Tacoma-Seattle, Washington, television station, for $160.0
million in cash, which will result in the recognition of a gain. On a pro forma
basis, revenues for the broadcasting and music segment for the three month
period ended March 31, 1997 would have been $44.7 million, $21.6 million of
which would have been derived from the operating results of Word subsequent to
the date of the Word acquisition.
Cable networks -- Revenues increased $8.8 million, or 11.8%, to $83.1
million in the first quarter of 1997. Advertising revenues increased 10.5%
during the first quarter of 1997 at TNN. Subscriber revenues at TNN increased
6.2% in the first quarter of 1997 as the number of U.S. subscribers increased to
69.0 million in March 1997 from 64.8 million in March 1996. Revenues related to
CMT increased 21.9% in the first quarter of 1997 due to growth in both
advertising and subscriber revenues. CMT subscribers increased to 38.3 million
in March 1997 from 33.0 million in March 1996. CMT International revenues
increased to $3.1 million in the first quarter of 1997 from $2.0 million in the
first quarter of 1996. On a pro forma basis, revenues for the cable networks
segment for the first quarter of 1997 would have been $3.1 million.
Operating Expenses
Total Operating Expenses -- Total operating expenses increased $22.7
million, or 18.1%, to $147.8 million in the first quarter of 1997. Operating
costs, as a percentage of revenues, decreased to 62.9% during the first three
months of 1997 as compared to 64.1% during the first three months of 1996.
Selling, general and administrative expenses, as a percentage of revenues,
increased to 20.3% in the first three months of 1997 from 19.8% in the first
three months of 1996, as explained below. On a pro forma basis, total operating
expenses for the first quarter of 1997 would have been $111.7 million, and would
have been $90.0 million excluding the total operating expenses of Word
subsequent to the date of the Word acquisition.
Operating Costs -- Operating costs increased $13.9 million, or 15.6%, to
$102.8 million in the first quarter of 1997. The increase is attributable to
increased operating costs at the Opryland Hotel of $8.1 million primarily as a
result of the hotel expansion. In addition, operating costs increased due to the
continued growth in the cable networks segment, including a $1.5 million
increase in TNN's commissions payable to an affiliate of Westinghouse, a $1.2
million increase in programming costs at TNN, and a $2.0 million increase in
operating costs related to the expansion of CMT International including
increased costs for a 24-hour transponder for CMT International's European
operations. On a pro forma basis, operating costs for the first quarter of 1997
would have been $70.5 million, and would have been $57.4 million excluding the
operating costs of Word subsequent to the date of the Word acquisition.
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37
Selling, General and Administrative -- Selling, general and administrative
expenses increased $5.6 million, or 20.4%, to $33.2 million in the first quarter
of 1997. The increase is primarily attributable to higher promotional expenses
related to CMT and CMT International of $1.2 million and $1.3 million,
respectively. In addition, administrative costs increased by $1.1 million at the
Opryland Hotel during the first quarter of 1997 related to the hotel expansion.
Selling, general, and administrative expenses for the first quarter of 1997
would have been $31.5 million on a pro forma basis, and would have been $23.1
million excluding the selling and administrative expenses of Word subsequent to
the date of the Word acquisition.
Depreciation and Amortization -- Depreciation and amortization increased
$3.2 million, or 37.1%, to $11.8 million in the first quarter of 1997. The
increase is primarily attributable to capital improvements at the Opryland
Hotel. On a pro forma basis, depreciation and amortization would have been $9.7
million for the first quarter of 1997, and would have been $9.0 million
excluding the depreciation and amortization expense of Word subsequent to the
date of the Word acquisition.
Operating Income (Loss)
Total operating income increased $1.9 million, or 13.7%, to $15.6 million
in the first quarter of 1997. The hospitality and attractions segment increase
is primarily related to greater operating income generated by the Opryland Hotel
expansion. The cable networks segment decrease reflects increased operating
losses associated with CMT International's expansion, which losses were offset,
in part, by continued growth of TNN and CMT. The operating losses of CMT
International increased to $4.0 million in the first quarter of 1997 from $1.5
million in the first quarter of 1996. On a pro forma basis, the results of
operations for the first quarter of 1997 would have been an operating loss of
$6.6 million, and would have been an operating loss of $6.1 million excluding
the operating losses of Word subsequent to the date of the Word acquisition.
Interest Expense
Interest expense increased $1.1 million to $10.8 million in the first
quarter of 1997. The majority of New Gaylord's interest expense is derived from
interest charged on outstanding amounts payable to Old Gaylord. On a pro forma
basis, interest expense would have been $7.6 million in the first quarter of
1997.
Interest Income
Interest income increased $0.5 million to $5.8 million in the first quarter
of 1997. Interest income primarily results from noncash interest income recorded
on a long-term note receivable.
Other Gains (Losses)
In January 1996, New Gaylord sold its Houston, Texas, television station,
KHTV, for $97.8 million, including certain working capital and other adjustments
of approximately $4.3 million. The sale resulted in a pretax gain of $73.9
million which is included in other gains (losses) for the first three months of
1996.
Income Taxes
New Gaylord's provision for income taxes was $3.4 million for the first
quarter of 1997 compared to $33.3 million for the first quarter of 1996 which
included the tax provision on the gain from the sale of KHTV. New Gaylord's
effective tax rate on its income before provision for income taxes was 33.2% for
the first quarter of 1997 compared to 40.0% for the first quarter of 1996. On a
pro forma basis, the income tax benefit for the first quarter of 1997 would have
been $4.2 million.
36
38
YEAR ENDED DECEMBER 31, 1996, COMPARED TO YEAR ENDED DECEMBER 31, 1995
RESULTS OF OPERATIONS
The following table contains selected income statement data for each of the
three years ended December 31, 1996, 1995, and 1994 (amounts in thousands). The
pro forma data for the year ended December 31, 1996 is presented as if the
Transactions had occurred on January 1, 1996. The table also shows the
percentage relationships to total revenues and, in the case of segment operating
income, its relationship to segment revenues.
YEARS ENDED DECEMBER 31,
------------------------------------------------------------------------------
ACTUAL
PRO FORMA --------------------------------------------------------
1996 % 1996 % 1995 % 1994 %
--------- ------ -------- ----- -------- ----- -------- -----
Revenues:
Hospitality and
attractions............... $313,023 73.4% $313,023 41.9% $276,638 39.1% $274,494 39.9%
Broadcasting and music...... 102,368 24.0 102,368 13.7 148,175 20.9 169,538 24.6
Cable networks.............. 11,155 2.6 331,767 44.4 282,647 40.0 243,899 35.5
-------- ------ -------- ----- -------- ----- -------- -----
Total revenues....... 426,546 100.0 747,158 100.0 707,460 100.0 687,931 100.0
-------- ------ -------- ----- -------- ----- -------- -----
Operating expenses:
Operating costs............. 261,175 61.2 443,236 59.3 442,177 62.5 427,853 62.2
Selling, general and
administrative............ 95,586 22.4 125,456 16.8 115,355 16.3 108,624 15.8
Depreciation and
amortization:
Hospitality and
attractions............. 28,861 28,861 21,782 19,040
Broadcasting and music.... 4,421 4,421 3,954 3,854
Cable networks............ 1,991 12,406 9,522 7,758
Corporate................. 3,168 3,168 2,828 2,293
-------- ------ -------- ----- -------- ----- -------- -----
Total depreciation
and amortization... 38,441 9.0 48,856 6.5 38,086 5.4 32,945 4.8
-------- ------ -------- ----- -------- ----- -------- -----
Total operating
expenses................ 395,202 92.6 617,548 82.6 595,618 84.2 569,422 82.8
-------- ------ -------- ----- -------- ----- -------- -----
Operating income:
Hospitality and
attractions............... 45,938 14.7 45,941 14.7 40,215 14.5 38,305 14.0
Broadcasting and music...... 23,846 23.3 23,846 23.3 19,578 13.2 37,837 22.3
Cable networks.............. (13,379) (119.9) 84,884 25.6 74,459 26.3 63,343 26.0
Corporate................... (25,061) -- (25,061) -- (22,410) -- (20,976) --
-------- ------ -------- ----- -------- ----- -------- -----
Total operating income.... $ 31,344 7.4% $129,610 17.3% $111,842 15.8% $118,509 17.2%
======== ====== ======== ===== ======== ===== ======== =====
Revenues
Total Revenues -- Total revenues increased $39.7 million, or 5.6%, to
$747.2 million in 1996. The increases were primarily attributable to continued
growth in the cable networks segment and increased revenues in the hospitality
and attractions segment resulting from the expansion of the Opryland Hotel. The
average number of guest rooms at the hotel increased from 1,907 in 1995 to 2,613
in 1996. These increases were partially offset by a decrease in revenues from
the broadcasting and music segment due to the sale of a television station in
January 1996 and a decline in revenues at New Gaylord's two other television
stations. On a pro forma basis assuming the Transactions had occurred on January
1, 1996, total revenues in 1996 would have been $426.5 million.
Hospitality and attractions -- Revenues in the hospitality and attractions
segment increased $36.4 million, or 13.2%, to $313.0 million in 1996. Opryland
Hotel revenues increased $43.2 million, or 28.2%, to $196.2 million in 1996,
principally because of the hotel expansion. The hotel's occupancy rate decreased
to 84.7% in 1996 compared to 87.5% in 1995 because of the additional rooms which
became available in 1996. The hotel sold 780,300 rooms in 1996 compared to
587,200 rooms sold in 1995 reflecting a 32.9% increase. The hotel's average
guest room rate declined to $131.21 in 1996 from $132.99 in 1995. At December
31, 1996, the hotel's advanced bookings were approximately $1 billion of future
revenues at current rates with a significant portion of these advanced bookings
relating to the next three years. Opryland theme park revenues decreased $5.4
million in
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39
1996 due primarily to a 5.7% decrease in theme park attendance and a 3.4%
decrease in per guest spending as compared with 1995.
Broadcasting and music -- Revenues decreased $45.8 million, or 30.9%, to
$102.4 million in 1996. Broadcasting and music revenues were impacted by New
Gaylord's sale of KHTV, a Houston, Texas, television station in January 1996.
Excluding the operations of KHTV from the 1995 results, broadcasting and music
revenues decreased 10.8% in 1996. The decline in broadcasting and music revenues
reflects a decrease in advertising inventory available for sale at New Gaylord's
Dallas and Seattle-area television stations resulting from their affiliation
with the CBS television network. The affiliation with CBS was effective on March
13, 1995 in Tacoma-Seattle and on July 2, 1995 in Dallas-Ft. Worth. Advertising
revenues at KSTW, New Gaylord's Tacoma-Seattle television station, also
decreased in 1996 due to a decline in ratings. In June 1997, New Gaylord
consummated the sale of KSTW for $160.0 million in cash, which will result in
the recognition of a gain.
Cable networks -- Revenues increased $49.1 million, or 17.4%, to $331.8
million in 1996. Advertising revenues increased 19.6% during 1996 at TNN.
Subscriber revenues at TNN increased 12.2% in 1996 due to an increase in the
number of U.S. subscribers to 68.3 million in December 1996 from 64.4 million in
December 1995 and increased revenues from satellite customers. Revenues related
to the United States operations of CMT increased 19.3% in 1996 due to growth in
both advertising and subscriber revenues. CMT subscribers increased to 37.3
million in December 1996 from 31.7 million in December 1995. CMT International
revenues increased to $10.1 million in 1996 from $8.9 million in 1995. On a pro
forma basis, revenues for the cable networks segment in 1996 would have been
$11.2 million.
Operating Expenses
Total Operating Expenses -- Total operating expenses increased $21.9
million, or 3.7%, to $617.5 million in 1996. Operating costs, as a percentage of
revenues, decreased to 59.3% during 1996 as compared to 62.5% during 1995.
Selling, general and administrative expenses, as a percentage of revenues,
increased to 16.8% in 1996 from 16.3% in 1995. Total operating expenses for 1995
include operating expenses of KHTV of $30.1 million. Corporate expenses
increased in 1996 by $2.7 million, or 11.8%, to $25.1 million as a result of
increased administrative expenses at the corporate headquarters. On a pro forma
basis, total operating expenses for 1996 would have been $395.2 million.
Operating Costs -- Operating costs increased $1.1 million, or 0.2%, to
$443.2 million in 1996. During 1995, New Gaylord recorded a nonrecurring pretax
charge of $13.3 million for the write-down of certain program rights at New
Gaylord's Dallas and Seattle-area television stations. This write-down was
primarily related to excess program rights resulting from the affiliations of
these stations with CBS. Excluding the effect of the 1995 program rights
write-down and the operating costs of KHTV, operating costs increased by $37.8
million, or 9.3%, in 1996. The increase was attributable to operating costs
increases of $23.6 million during 1996 at the Opryland Hotel, primarily as a
result of the hotel expansion. In addition, increased operating costs are
attributable to the continued growth in the cable networks segment, including an
$11.6 million increase in TNN's commissions payable to an affiliate of
Westinghouse; a $9.3 million increase in programming costs at TNN; a $4.5
million increase in operating costs related to the expansion of CMT
International; and a $1.1 million operating cost increase relating to the
opening of a chain of racing themed retail stores. These increases were
partially offset by a $10.4 million decrease in operating costs during 1996 at
New Gaylord's two remaining television stations due to lower programming costs
resulting from their affiliation with CBS; a $3.5 million decrease in operating
costs at the Opryland theme park; and a $2.4 million decrease in operating costs
of the Nashville On Stage concert series. Because of New Gaylord's agreements
with an affiliate of Westinghouse, certain operating costs in the cable networks
segment increase or decrease proportionately with revenues. On a pro forma
basis, operating costs for 1996 would have been $261.2 million.
Selling, General and Administrative -- Selling, general and administrative
expenses increased $10.1 million, or 8.8%, to $125.5 million in 1996. Excluding
the selling, general and administrative expenses of KHTV from the 1995 results,
selling, general and administrative expenses increased $16.0 million, or 14.7%,
in 1996. The
38
40
increases for the year are primarily attributable to administrative cost
increases of $4.8 million at the Opryland Hotel, $3.7 million at TNN and $1.2
million at the Opryland theme park. Selling and promotion costs at CMT's
domestic and international operations increased $1.5 million and $1.8 million,
respectively. New Gaylord's two remaining television stations also reflected
increased selling and promotion costs, which were $1.1 million greater than the
corresponding 1995 amounts. In addition, New Gaylord had nonrecurring expenses
of $1.1 million during 1996 related to its obligations under an employment
agreement with its departing chief operating officer which is included in the
increases discussed above. On a pro forma basis, selling, general, and
administrative expenses for 1996 would have been $95.6 million.
Depreciation and Amortization -- Depreciation and amortization increased
$10.8 million, or 28.3%, to $48.9 million in 1996. The increase was primarily
attributable to the expansion of the Opryland Hotel and continued growth in the
cable networks segment. On a pro forma basis, depreciation and amortization
would have been $38.4 million in 1996.
Operating Income
Total operating income increased $17.8 million, or 15.9%, to $129.6 million
during 1996. This increase reflects higher operating income in all operating
segments. The hospitality and attractions segment increase is primarily related
to greater operating income generated by the Opryland Hotel expansion. The
broadcasting and music segment increase resulted from the 1995 write-down of
television program rights. Excluding the impact of this write-down, broadcasting
and music segment operating income decreased primarily due to the sale of KHTV
and the decline in revenues at New Gaylord's Tacoma-Seattle television station
as discussed above. The cable networks increase is a result of the continued
growth of TNN and CMT offset, in part, by increased operating losses associated
with CMT International's expansion. Operating losses of CMT International
increased to $13.0 million in 1996 from $7.1 million in 1995. On a pro forma
basis, total operating income would have been $31.3 million in 1996.
The following table reflects operating income before depreciation and
amortization expenses ("Operating Cash Flow"). Operating Cash Flow represents an
alternative method of measuring cash flows and is not intended to represent cash
available for dividends, reinvestment, or other discretionary uses. Operating
Cash Flow is not adjusted for noncash expenses or changes in working capital,
and is not derived pursuant to generally accepted accounting principles.
Operating Cash Flow for the years ended December 31, 1996 and 1995 (amounts in
thousands) is as follows:
CHANGE
----------------
1996 1995 $ %
-------- -------- ------- ------
Hospitality and attractions...................... $ 74,802 $ 61,997 $12,805 20.7%
Broadcasting and music........................... 28,267 23,532 4,735 20.1
Cable networks................................... 97,290 83,981 13,309 15.8
Corporate........................................ (21,893) (19,582) (2,311) (11.8)
-------- -------- ------- ------
Total Operating Cash Flow.............. $178,466 $149,928 $28,538 19.0%
======== ======== ======= ======
Interest Expense
Interest expense increased $9.0 million to $49.9 million in 1996. The
majority of New Gaylord's interest expense is derived from interest charged on
outstanding amounts due to Old Gaylord. A significant portion of New Gaylord's
interest expense for 1995 was attributable to the Systems prior to their sale in
September 1995. In accordance with generally accepted accounting principles,
such interest was allocated to the Systems and was therefore not included in
income from continuing operations. On a pro forma basis, interest expense would
have been $19.0 million in 1996.
39
41
Interest Income
Interest income increased $15.6 million to $21.6 million in 1996. This
increase primarily results from an additional $15.5 million of noncash interest
income in 1996 recorded on the long-term note receivable from the sale of the
Systems.
Other Gains (Losses)
In January 1996, New Gaylord sold its Houston, Texas, television station,
KHTV, for $97.8 million, including certain working capital and other adjustments
of approximately $4.3 million. The sale resulted in a pretax gain of $73.9
million which is included in other gains (losses) in 1996.
In 1995, New Gaylord recorded a pretax charge of $5.5 million to reflect
losses related to the January 1996 disposal of its 14% limited partnership
interest in the Fiesta Texas theme park. The charge was based on the permanent
impairment in the value of the investment and New Gaylord's guarantee of certain
indebtedness related to the original construction of Fiesta Texas. New Gaylord
paid $13.0 million to transfer its partnership interest and related obligations
to a subsidiary of USAA, the majority investor, in January 1996. In connection
with New Gaylord's termination of its interest in Fiesta Texas, New Gaylord was
released from the loan guarantee.
Income Taxes
New Gaylord's provision for income taxes on income from continuing
operations was $62.9 million for 1996 compared to $27.5 million for 1995. New
Gaylord's effective tax rate on its income from continuing operations before
provision for income taxes was 36.3% for 1996 compared to 39.9% for 1995. Income
taxes for 1996 on a pro forma basis would have been $35.8 million.
YEAR ENDED DECEMBER 31, 1995, COMPARED TO YEAR ENDED DECEMBER 31, 1994
Revenues
Total Revenues -- Total revenues increased $19.5 million, or 2.8%, to
$707.5 million in 1995. The increase was primarily attributable to growth in the
cable networks segment offset in part by a decrease in broadcasting and music
segment revenues.
Hospitality and attractions -- Revenues in the hospitality and attractions
segment increased $2.1 million, or 0.8%, to $276.6 million in 1995. Opryland
Hotel revenues increased $6.0 million, or 4.1%, to $153.1 million in 1995 due
primarily to an additional 385 guest rooms completed in the fourth quarter of
1995 and an increase in the average guest room rate to $132.99 in 1995 from
$130.15 in 1994. The hotel's occupancy rate was 87.5% in 1995 and 87.9% in 1994.
Hospitality and attractions segment revenues also increased during 1995 due to a
full year of operations of the Wildhorse Saloon and the renovated Ryman
Auditorium, each of which opened in June 1994. These increases were offset by
lower revenues from the Nashville On Stage concert series, which had fewer
concerts in 1995 than in 1994; lower revenues related to the nonrecurring 1994
production of the World Cup opening ceremonies; and a decrease in Opryland theme
park attendance to 2.1 million visitors in 1995 from 2.3 million visitors in
1994.
Broadcasting and music -- Revenues decreased $21.4 million, or 12.6%, to
$148.2 million in 1995. Broadcasting and music revenues were impacted by New
Gaylord's sale of substantially all of the assets of WVTV, a Milwaukee,
Wisconsin, television station, in May 1994. Excluding the revenues related to
WVTV's operations, broadcasting and music revenues decreased 8.7% in 1995 as
compared to 1994. Revenues from New Gaylord's remaining television stations
reflected decreased advertising demand at those stations, partially due to
decreased fan and advertiser support for major league baseball. The decline in
revenues also reflected a decrease in advertising inventory available for sale
at New Gaylord's Dallas and Seattle-area television stations due to their
affiliation with CBS.
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42
Cable networks -- Revenues increased $38.7 million, or 15.9%, to $282.6
million in 1995. Advertising revenues increased 12.5% at TNN in 1995 due to
higher advertising rates. TNN subscriber revenues increased 8.5% due to an
increase in the number of subscribers to 64.4 million at the end of 1995 from
58.7 million at the end of 1994, an increase in subscriber rates, and an
increase in revenue from satellite customers. Revenues at CMT increased 25.1% in
1995 due to increased advertising and subscriber revenues. The number of CMT
subscribers increased by 27.4% to 31.7 million at the end of 1995 from 24.9
million at the end of 1994.
Operating Expenses
Total Operating Expenses -- Total operating expenses increased $26.2
million, or 4.6%, to $595.6 million in 1995. As a percentage of revenues,
operating costs increased slightly to 62.5% in 1995 compared to 62.2% in 1994.
As a percentage of revenues, selling, general and administrative expenses
increased to 16.3% in 1995 from 15.8% in 1994. Corporate expenses increased $1.4
million, or 6.8%, to $22.4 million because of increased administrative expenses
at the corporate headquarters.
Operating Costs -- Operating costs increased $14.3 million, or 3.4%, to
$442.2 million in 1995. During 1995, New Gaylord recorded a nonrecurring pretax
charge of $13.3 million for the write-down of certain program rights at New
Gaylord's Dallas and Seattle-area television stations. Excluding the impact of
the television program write-down, operating costs increased $1.0 million, or
0.2%, to $428.9 million in 1995. Additional increases in operating costs during
1995 were attributable to the Wildhorse Saloon and the Ryman Auditorium being
operational for all of 1995, compared with seven months of operations in 1994,
representing an increase of $4.5 million; growth in the cable networks,
including increased Group W commissions and higher programming costs at TNN
which resulted in an increase of $12.9 million; and increased labor costs at the
Opryland Hotel. These increases were partially offset by lower operating costs
of $9.4 million resulting from fewer Nashville On Stage concerts; the
nonrecurring 1994 production of the World Cup opening ceremonies which reduced
operating costs by $3.1 million; and the 1994 inclusion of WVTV's operating
costs of $6.0 million prior to its sale.
Selling, General and Administrative -- Selling, general and administrative
expenses increased $6.7 million, or 6.2%, to $115.4 million in 1995. The
increase was primarily due to increased selling and promotional costs of $3.8
million associated with CMT's international expansion; higher administrative
costs at the Opryland Hotel and Opryland theme park of $3.2 million; and the
continued growth of TNN and CMT which resulted in an increase of $2.4 million.
These increases were partially offset by decreases at New Gaylord's television
stations of $2.3 million, primarily attributable to the impact of the sale of
WVTV in 1994, and reduced promotional costs associated with the Nashville On
Stage concert series.
Depreciation and Amortization -- Depreciation and amortization increased
15.6% to $38.1 million in 1995 due to the capital improvements at the Opryland
Hotel, growth in the cable networks segment, and a full year of operations for
the Wildhorse Saloon and the Ryman Auditorium.
Operating Income
Total operating income decreased $6.7 million, or 5.6%, to $111.8 million
in 1995. Excluding the nonrecurring charge for the write-down of television
program rights, total operating income increased $6.6 million, or 5.6%, to
$125.1 million in 1995. The hospitality and attractions segment had a $1.9
million increase in operating income during 1995, due primarily to the reduction
of operating losses of the Nashville On Stage concert series by $6.3 million.
The broadcasting and music segment had a $5.0 million decrease in operating
income during 1995, excluding the effect of the write-down of television program
rights, due primarily to the decline in revenues at New Gaylord's television
stations as discussed above and increased news costs resulting from the
affiliations with CBS. The cable networks segment had an $11.1 million increase
in operating income in 1995, reflecting improvements at both TNN and CMT, which
were offset by a $1.6 million increase in losses from CMT's international
operations.
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The following table reflects Operating Cash Flow for the years ended
December 31, 1995 and 1994 (amounts in thousands) as follows:
CHANGE
-----------------
1995 1994 $ %
-------- -------- -------- ------
Hospitality and attractions..................... $ 61,997 $ 57,345 $ 4,652 8.1%
Broadcasting and music.......................... 23,532 41,691 (18,159) (43.6)
Cable networks.................................. 83,981 71,101 12,880 18.1
Corporate....................................... (19,582) (18,683) (899) (4.8)
-------- -------- -------- ------
Total Operating Cash Flow............. $149,928 $151,454 $ (1,526) (1.0)%
======== ======== ======== ======
Interest Expense
Interest expense increased $13.3 million to $40.9 million in 1995. The
majority of New Gaylord's interest expense is derived from interest charged on
outstanding amounts due to Old Gaylord. Additional interest expense for 1995 and
1994, $17.1 million and $19.7 million, respectively, was attributable to the
Systems prior to their sale. In accordance with generally accepted accounting
principles, such interest has been allocated to the Systems and is therefore not
included in income from continuing operations.
Interest Income
Interest income increased $5.2 million to $6.0 million in 1995. This
increase primarily resulted from $5.0 million of noncash interest income
recorded on the long-term note receivable from the sale of the Systems.
Other Gains (Losses)
In 1995, New Gaylord recorded a pretax charge of $5.5 million (in addition
to the pretax charge of $26.0 million recorded in December 1994) to reflect
losses related to the January 1996 disposal of its 14% limited partnership
interest in the Fiesta Texas theme park. The charges were based on the permanent
impairment in the value of the investment and New Gaylord's guarantee on certain
indebtedness related to the original construction of Fiesta Texas.
Sinclair Broadcast Group, Inc. purchased the non-license assets of WVTV
from New Gaylord in May 1994 for $18.2 million, resulting in a pretax gain of
$10.7 million, and assigned its purchase option for the license assets of WVTV
to Glencairn, Ltd., which exercised the option and purchased the license assets
in July 1995.
Income Taxes
New Gaylord's provision for income taxes was $27.5 million for 1995
compared to $29.5 million for 1994. New Gaylord's effective tax rate on its
income from continuing operations before provision for income taxes was 39.9%
for 1995 compared to 38.5% for 1994.
Discontinued Operations
On September 29, 1995, New Gaylord sold the Systems to CCT Holdings Corp.
("CCTH"), an entity jointly owned by investment partnerships affiliated with
Kelso & Company, Inc. and by Charter Communications, Inc. ("Charter"), an owner
and manager of cable systems. Proceeds from the sale, after a working capital
adjustment, consisted of $198.8 million in cash and a 10-year, $165.7 million
note (the "Note") with an interest rate of 12% per year which increases to 15%
in year six and increases 2% per year thereafter, with principal and interest
payable at maturity. The Note was recorded at $150.7 million, net of a $15.0
million discount, to reflect the Note at fair value at the date of the sale
based upon financial instruments of comparable credit risk and interest rates.
In addition, New Gaylord received the contractual right to 15% of the net
distributable proceeds, as defined, from certain future sales by Charter
Communications Entertainment, L.P., a newly formed joint venture created to
operate cable television systems, to which CCTH contributed certain of the
Systems' assets which were
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purchased from New Gaylord. Immediately prior to the closing of the sale, New
Gaylord paid Charter $10.6 million to acquire the remaining 2.9% interest in the
Systems.
New Gaylord recorded a gain of $43.0 million, net of tax of $30.8 million,
on the sale of the Systems during 1995. The Systems have been accounted for as
discontinued operations and, accordingly, the Systems' losses including interest
expense (based upon debt that can be specifically attributed to the Systems)
subsequent to the November 1993 measurement date were deferred and reflected as
a reduction in the gain on the sale of the Systems. The 1995 net loss from
discontinued operations prior to the sale of the Systems was $19.5 million,
including interest expense of $17.1 million, which was deferred and reflected as
a reduction in the gain on the sale of the Systems.
LIQUIDITY AND CAPITAL RESOURCES
New Gaylord currently projects capital expenditures of approximately $52.0
million for 1997, of which approximately $13.5 million had been spent as of
March 31, 1997. During 1996, net cash flows generated from New Gaylord's
operations exceeded the amount required to fund its net investing and financing
activities. New Gaylord believes that net cash flows from operations will
continue to exceed its net investing and financing requirements.
Old Gaylord has a centralized cash management system whereby cash is made
available to New Gaylord by Old Gaylord for normal operating activities, if
needed. In connection with the Transactions, New Gaylord will assume all of Old
Gaylord's long-term debt, which, at March 31, 1997, aggregated approximately
$520 million. New Gaylord currently anticipates refinancing such indebtedness
with the proceeds of the 1997 Credit Facility, the terms of which are currently
under negotiation between New Gaylord and various lenders. See "THE
RESTRUCTURING, THE DISTRIBUTION, AND THE MERGER -- New Gaylord Credit Facility."
SEASONALITY
Certain of New Gaylord's businesses are subject to seasonal fluctuation. In
general, lower revenues and operating income are generated in the first quarter,
which is the off-peak season for New Gaylord's entertainment and tourism
properties. The Opryland theme park produces most of its revenues in the summer
months. Revenues from New Gaylord's broadcasting and music segment have also
been weakest in the first quarter and strongest in the second and fourth
quarters.
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MANAGEMENT
DIRECTORS AND EXECUTIVE OFFICERS
As the sole stockholder of New Gaylord prior to the Distribution, Old
Gaylord has designated the persons who will serve as the directors and executive
officers of New Gaylord following the Distribution, most of whom have served in
similar capacities for Old Gaylord immediately prior to the Distribution. David
Hall, currently a Vice President of Old Gaylord, will remain with the Cable
Networks Business following the Merger and be employed by an affiliate of
Westinghouse. The following table sets forth certain information concerning
persons who are currently expected to serve as directors and executive officers
of New Gaylord.
NAME AGE POSITION WITH NEW GAYLORD
- ---- --- -------------------------
Edward L. Gaylord....................... 78 Chairman of the Board
E. K. Gaylord II........................ 40 Vice-Chairman of the Board
Terry E. London......................... 47 President, Chief Executive Officer, and Director
Jerry O. Bradley........................ 57 President -- Opryland Music Group
Dan E. Harrell.......................... 48 President -- Idea Entertainment
Carl Kornmeyer.......................... 45 President -- Communications Group
Jack J. Vaughn.......................... 59 President -- Hospitality and Attractions Group
F. M. Wentworth, Jr..................... 52 Senior Vice President, Secretary, and General Counsel
Robert F. Whittaker..................... 56 President -- Grand Ole Opry
Martin C. Dickinson..................... 62 Director
Christine Gaylord Everest............... 45 Director
Joe M. Rodgers.......................... 63 Director
New Gaylord's Board of Directors is currently comprised of six members,
divided into three classes of two members each. At each annual meeting of
stockholders, directors constituting one class will be elected for a three-year
term. The terms of and will expire at the 1998 Annual Meeting of
Stockholders, the terms of and will expire at the 1999 Annual Meeting
of Stockholders, and the terms of and will expire at the 2000 Annual
Meeting of Stockholders. See "DESCRIPTION OF CAPITAL STOCK -- Certain Restated
Certificate and By-law Provisions." It is currently contemplated that, prior to
the Distribution, New Gaylord will add two more nonemployee directors whose
terms will expire at the 1998 and 1999 Annual Meetings of Stockholders. In
addition, New Gaylord is currently searching for a person to serve as Chief
Financial Officer. All officers of New Gaylord serve at the discretion of the
Board of Directors.
The following is additional information with respect to the above-named
executive officers and directors.
Mr. Edward L. Gaylord, the son of one of the founders of Old Gaylord,
served as President and Chief Executive Officer of Old Gaylord from 1974 until
October 1991, and has served as Chairman of the Board of Old Gaylord since
October 1991. Mr. Gaylord has been a director of Old Gaylord since 1946. Mr.
Gaylord is currently the chairman, chief executive officer, and a director of
OPUBCO, a newspaper publishing company. Mr. Gaylord is active in numerous civic
and charitable organizations, and is (among others) chairman of the Oklahoma
Industries Authority, director and past president (ten years) of the State Fair
of Oklahoma, chairman and director of The Oklahoma Medical Research Foundation,
and chairman and director of the National Cowboy Hall of Fame & Western Heritage
Center. Mr. Gaylord is the father of Mr. E. K. Gaylord II, Vice Chairman of the
Board of New Gaylord, and Mrs. Christine Gaylord Everest, a director of New
Gaylord.
Mr. E. K. Gaylord II has served as Vice-Chairman of the Board of Old
Gaylord since May 1996 and as a director since 1977. From 1989 until October
1991, Mr. Gaylord served as Vice President of Old Gaylord. Mr. Gaylord has been
the president of OPUBCO since June 1994 and is a director of OPUBCO. He served
as executive vice president and assistant secretary of OPUBCO from June 1993
until June 1994 and as vice president and assistant secretary from 1991 until
1993. He also owns and operates the Lazy E Ranch in Guthrie, Oklahoma. Mr.
Gaylord is a director of the National Cowboy Hall of Fame and Western Heritage
Center and is a director of Bass GEC Management Company. Mr. Gaylord is the son
of Mr. Edward L. Gaylord and the brother of Mrs. Christine Gaylord Everest, both
of whom are directors of New Gaylord.
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Mr. London was elected President and Chief Executive Officer of Old Gaylord
effective May 1, 1997. Prior to May 1997, Mr. London had served, since March
1997, as Executive Vice President and Chief Operating Officer and, since
September 1993, as Senior Vice President and Chief Financial and Administrative
Officer of Old Gaylord. He served as Vice President and Chief Financial Officer
of Old Gaylord from October 1991 until September 1993, and has been employed by
Old Gaylord since 1978. Mr. London is a certified public accountant.
Mr. Bradley has served as President of Opryland Music Group since September
1993 and as General Manager of Opryland Music Group since July 1986. Prior to
joining Opryland Music Group, Mr. Bradley operated Bradley Productions, an
independent production company for three years and worked for RCA Records for 16
years.
Mr. Harrell has been President of Idea Entertainment, Old Gaylord's family
entertainment subsidiary, since Old Gaylord's March 1997 acquisition of
Blanton/Harrell Entertainment, an artist management company that manages the
careers of several prominent contemporary Christian music artists. For over 17
years prior to such acquisition, Mr. Harrell was co-owner of Blanton/Harrell
Entertainment.
Mr. Kornmeyer has been Senior Vice President of Broadcast and Business
Affairs of Old Gaylord's broadcasting and cable networks operations since March
1996. He served as Vice President of Business Affairs of Old Gaylord's
broadcasting and cable networks operations from March 1994 until February 1996,
and, from August 1989 through February 1994, he was Executive Director of
Business and Financial Affairs of Old Gaylord's broadcasting and cable networks
operations.
Mr. Vaughn is Old Gaylord's executive officer in charge of the Opryland
Hotel, the Opryland theme park, and certain other hospitality and attractions
properties. He has served as Vice President of Old Gaylord since October 1991
and was the General Manager of the Opryland Hotel from 1975 to 1993. He has been
a member and served on committees of the American Hotel and Motel Association
since 1972.
Mr. Wentworth has served as Senior Vice President, Secretary, and General
Counsel of Old Gaylord since September 1993. He served as Secretary and General
Counsel of Old Gaylord from October 1991 until September 1993, as General
Counsel and Secretary of Opryland USA Inc since 1983, and has been employed by
the Opryland USA businesses since 1966.
Mr. Whittaker has been the President and General Manager of the Grand Ole
Opry since November 1996. From September 1993 until November 1996, Mr. Whittaker
served as Vice President of the Grand Ole Opry and Opryland Productions, and
from August 1990 until September 1993, he was the General Manager of Opryland
theme park. Mr. Whittaker has worked for the Opryland USA businesses since 1971.
Mr. Dickinson has been a director of Old Gaylord since 1974. He is a
retired officer of Scripps Bank in La Jolla, California and has been a director
of the bank since 1990. Mr. Dickinson is also a director of OPUBCO.
Mrs. Everest has been a director of Old Gaylord since 1976. She has served
as vice president of OPUBCO since June 1996, as secretary of OPUBCO since June
1994, and as senior assistant secretary of OPUBCO from October 1991 until June
1994. Mrs. Everest is also a director of OPUBCO. From 1989 to October 1991, Mrs.
Everest was Senior Assistant Secretary of Old Gaylord. Mrs. Everest is the
daughter of Mr. Edward L. Gaylord and the sister of Mr. E. K. Gaylord II, both
of whom are directors of Old Gaylord.
Mr. Rodgers has been a director of Old Gaylord since 1991. He is chairman
of The JMR Group, a private investment company specializing in merchant and
investment banking. Mr. Rodgers served as chairman of the board and chief
executive officer of Berlitz International, Inc., a foreign language services
company, from December 1991 to February 1993. From 1985 to 1989, Mr. Rodgers
served as United States Ambassador to France. Mr. Rodgers is also a director of
AMR Corporation/American Airlines, Inc.; American Constructors, Inc.; Gryphon
Holdings, Inc.; Lafarge Corporation; SunTrust Bank, Nashville, N.A.; Thomas
Nelson, Inc.; Tractor Supply Company; and Willis Corroon Group, PLC.
COMMITTEES OF THE BOARD OF DIRECTORS
In order to facilitate the activities of the New Gaylord Board of Directors
following the Distribution, the Board of Directors intends to create several
standing committees, including an Audit Committee and a
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Compensation Committee. The Board of Directors will not have a standing
nominating committee. The functions normally performed by a nominating committee
will be performed by the Board of Directors as a whole. The anticipated
committees, their primary functions, and their memberships are as follows:
Audit Committee -- This Committee will make recommendations to the New
Gaylord Board of Directors with respect to the appointment of independent
public accountants, review significant audit and accounting policies and
practices, meet with New Gaylord's independent public accountants
concerning, among other things, the scope of audits and reports, and review
the performance of the overall accounting and financial controls of New
Gaylord. Initial members of the Audit Committee are expected to be Martin
C. Dickinson (Chairman) and Joe M. Rodgers, each of whom currently serves
on the Audit Committee of Old Gaylord.
Compensation Committee -- This Committee will have the responsibility
for reviewing and approving the compensation and benefits of executive
officers, advising management regarding benefits, including bonuses, and
other terms and conditions of compensation of other employees,
administering New Gaylord's stock plan, and reviewing and recommending
compensation of directors. Initial members of the Compensation Committee
are expected to be Martin C. Dickinson and Joe M. Rodgers (Chairman), each
of whom currently serves on the Compensation Committee of Old Gaylord.
Nominations for election to the Board of Directors may be made by the Board
of Directors, by a nominating committee appointed by the Board of Directors, or
by any stockholder entitled to vote for the election of directors as described
below. The By-laws establish an advance notice procedure for the nomination,
other than by or at the direction of the Board of Directors or a committee
thereof, of candidates for election as directors. Notice of director nominations
must be timely given in writing to the Secretary of New Gaylord prior to the
meeting at which the directors are to be elected. To be timely, notice must be
delivered to or mailed and received at the principal executive offices of New
Gaylord (a) in the case of an annual meeting, not less than 60 nor more than 90
days prior to the anniversary date of the immediately preceding annual meeting
of stockholders; provided, however, that in the event that the annual meeting is
called for a date that is not within 30 days before or after such anniversary
date, notice must be so received not later than the close of business on the
tenth day following the day on which such notice of the date of the annual
meeting was mailed or public disclosure of the date of the annual meeting was
made, whichever first occurs; and (b) in the case of a special meeting of
stockholders called for the purpose of electing directors, not later than the
close of business on the tenth day following the day on which notice of the date
of the special meeting was mailed or public disclosure of the date of the
special meeting was made, whichever first occurs. Notice to New Gaylord from a
stockholder who proposes to nominate a person at a meeting for election as a
director must contain all information about such person that would be required
to be included in a proxy statement soliciting proxies for the election of the
proposed nominee (including such person's written consent to serve as a director
if so elected) and certain information about the stockholder proposing to
nominate that person. If the chairman of the meeting of stockholders determines
that a person was not nominated in accordance with the nomination procedure,
such nomination will be disregarded.
DIRECTORS' COMPENSATION
Arrangements regarding directors' compensation for services as directors
will be determined by the New Gaylord Compensation Committee. It is currently
anticipated that New Gaylord's non-employee directors will receive (a) an annual
Board of Directors retainer of $ , and (b) an annual Committee retainer
of $ per Committee on which such director serves ($ for
committee chairmen). In addition, non-employee directors will be entitled to a
per-meeting fee of $ for special meetings of the New Gaylord Board of
Directors or its Committees. Employee directors will not be compensated for
service as directors in addition to their salaries. All directors will be
reimbursed for their expenses incurred in attending meetings. The 1997 Stock
Plan provides for the automatic grant to each outside director of a nonqualified
stock option to purchase shares of New Gaylord Common Stock (adjusted to
reflect stock dividends and stock splits) as of the date of each annual meeting
of stockholders at an exercise price equal to the fair market value on the date
of grant. See "EXECUTIVE COMPENSATION -- Compensation Pursuant to Plans -- Stock
Plan."
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EXECUTIVE COMPENSATION
Prior to the Distribution, New Gaylord has been a wholly owned subsidiary
of Old Gaylord and New Gaylord's officers and directors have not been separately
compensated for acting in such capacities. The following Summary Compensation
Table sets forth the cash compensation and certain other components of the
compensation of Earl W. Wendell, the President and Chief Executive Officer of
Old Gaylord at December 31, 1996, and the other four most highly compensated
executive officers of Old Gaylord who were serving as executive officers at
December 31, 1996 (including Mr. Wendell, the "Named Executive Officers"). Mr.
Wendell retired in May 1997 and was replaced as President and Chief Executive
Officer by Terry E. London. Following the Merger, David Hall will remain with
the Cable Networks Business and will be employed by an affiliate of
Westinghouse. Compensation and benefits to be provided by New Gaylord to its
executive officers will be governed, in part, by the severance agreements
between such officers and Old Gaylord. See "-- Employment, Severance, and Change
in Control Arrangements."
SUMMARY COMPENSATION TABLE
LONG TERM COMPENSATION
AWARDS
------------------------
ANNUAL COMPENSATION RESTRICTED SECURITIES
NAME AND PRINCIPAL POSITION --------------------- STOCK UNDERLYING ALL OTHER
AS OF DECEMBER 31, 1996 YEAR SALARY BONUS AWARDS(1) OPTIONS COMPENSATION(2)
- --------------------------- ---- -------- -------- ---------- ---------- ---------------
Earl W. Wendell(3) 1996 $654,000 $292,730 $338,625 $52,500 $38,103
President and CEO 1995 654,000 286,256 306,000 55,125 33,032
1994 627,123(4) 260,400 -0- -0- 25,752
Edward L. Gaylord 1996 510,000 -0- -0- -0- -0-
Chairman of the Board 1995 510,000 -0- -0- -0- -0-
1994 510,000(4) -0- -0- -0- -0-
Jack J. Vaughn 1996 364,000 195,723 148,120 21,000 24,280
Vice President (Hospitality 1995 364,000 203,767 133,863 22,050 19,973
and Attractions) 1994 336,939 105,000 -0- -0- 11,942
Terry E. London 1996 312,000 194,683 84,643 14,175 15,892
Senior Vice President, Chief 1995 312,000 117,312 76,488 14,883 14,058
Financial and Administrative 1994 295,810 83,610 -0- -0- 8,800
Officer
David Hall(5) 1996 305,000 182,040 105,785 18,375 22,601
Vice President (Cable 1995 300,000 218,610 95,593 19,293 21,215
Networks and Broadcasting) 1994 242,729 238,430 -0- -0- 9,804
- ---------------
(1) Awards of shares of restricted Old Gaylord Class A Common Stock (the
"Performance Shares") were made in 1996 and 1995 to the Named Executive
Officers other than Mr. Gaylord, the restrictions with respect to which were
designed to lapse on the third anniversary of the date of grant based on the
extent to which Old Gaylord attained certain predetermined cumulative
earnings per share targets. Persons holding Performance Shares are entitled
to dividends and voting rights from the date of grant. The numbers of
Performance Shares awarded to Messrs. Wendell, Vaughn, London, and Hall in
each of 1996 and 1995 were 13,230, 5,787, 3,307, and 4,133, respectively.
The values of these awards as shown in the table are based on per share
prices of $25.60 and $23.13, the closing market prices of the Class A Common
Stock as reported on the NYSE on the respective dates of the awards. Based
on the closing market price of the Old Gaylord Class A Common Stock of
$22.875 as reported on the NYSE on December 31, 1996, the aggregate values
of the 1996 and 1995 awards to Messrs. Wendell, Vaughn, London, and Hall
were $605,273 (see Note 3), $264,755, $151,295, and $189,085. In connection
with the Merger, Performance Shares will vest as though Old Gaylord had
achieved 100% of the applicable performance targets with respect to such
Performance Shares (as contemplated by the Distribution Agreement).
Accordingly, restrictions on two-thirds of the outstanding Performance
Shares will lapse. The remaining one-third of those Performance Shares will
be forfeited.
(2) Includes contributions by Old Gaylord to the supplemental deferred
compensation plan (the "SUDCOMP Plan") and to Old Gaylord's 401(k) Savings
Plan (the "Savings Plan"), and premiums paid by Old Gaylord for term life
insurance provided for the benefit of the Named Executive Officers. Mr.
Gaylord is not a
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participant in the SUDCOMP Plan or Savings Plan nor does he receive life
insurance benefits from Old Gaylord. Old Gaylord's contributions to the
SUDCOMP Plan, the Savings Plan, and payments on behalf of the Named
Executive Officers for group term life insurance are reflected below. In
connection with the Restructuring and the Merger, New Gaylord will assume
the SUDCOMP Plan and the Savings Plan and Mr. Hall will become fully vested
under each of such plans and will no longer be eligible to participate
therein.
GROUP TERM
LIFE INSURANCE TOTAL ALL OTHER
NAME YEAR SUDCOMP 401(K) PREMIUMS COMPENSATION
- ---- ---- ------- ------ -------------- ---------------
Earl W. Wendell 1996 $24,748 $4,455 $8,900 $38,103
1995 21,701 4,304 7,027 33,032
1994 21,026 4,620 106 25,752
Jack J. Vaughn 1996 11,721 4,500 8,059 24,280
1995 9,443 4,152 6,378 19,973
1994 7,166 4,620 156 11,942
Terry E. London 1996 4,484 4,500 6,908 15,892
1995 4,086 4,500 5,472 14,058
1994 4,042 4,620 138 8,800
David Hall 1996 11,459 4,500 6,642 22,601
1995 11,451 4,500 5,264 21,215
1994 5,028 4,620 156 9,804
(3) Mr. Wendell retired from his positions as an officer and director of Old
Gaylord and various of its subsidiaries effective as of May 1, 1997. In
connection with his retirement, Mr. Wendell agreed to (i) exercise all of
his options for Old Gaylord Class A Common Stock that were in-the-money
(covering 882,000 shares), (ii) forfeit all out-of-the-money options for Old
Gaylord Class A Common Stock (covering 107,625 shares), and (iii) sell, on
or before August 31, 1997, all shares of Old Gaylord Class A Common Stock
held by him. In consideration therefor, and in recognition of his past
contributions to Old Gaylord, Old Gaylord agreed to pay Mr. Wendell a cash
bonus of $1,900,000 and accelerated the vesting of 17,640 Performance Shares
as though Old Gaylord had achieved 100% of the applicable performance
targets with respect to such Performance Shares (as contemplated by the
Distribution Agreement, except that Mr. Wendell's Performance Shares vested
as of his retirement date rather than as of the Time of Distribution). In
addition to benefits he is otherwise entitled to receive under Old Gaylord's
existing benefit plans, in connection with his retirement Mr. Wendell will
receive (i) the pro rata portion of his target bonus for 1997, which will be
payable by New Gaylord in 1998; (ii) up to $10,000 for personal financial
counseling services; and (iii) title to his company car. In addition, Old
Gaylord, New Gaylord, and Mr. Wendell have entered into a Consulting
Agreement pursuant to which Mr. Wendell has agreed to provide consulting
services to Old Gaylord and, after the Distribution and the Merger, to New
Gaylord, for a period of three years for which he will receive payments
totaling $800,000. Mr. Wendell has also executed a Noncompetition Agreement
pursuant to which Mr. Wendell has agreed not to compete with Old Gaylord
and, after the Distribution and the Merger, with New Gaylord for a period of
three years for which he will receive payments totaling $800,000. In
connection with the Restructuring and the Distribution, Old Gaylord's rights
and obligations under the Consulting Agreement and the Noncompetition
Agreement will be assigned to and assumed by New Gaylord.
(4) Includes fees for services as a director of $30,000.
(5) Mr. Hall became a Vice President of Old Gaylord on December 1, 1996.
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OLD GAYLORD OPTION GRANTS IN LAST FISCAL YEAR
The following table summarizes the terms of stock options granted by Old
Gaylord to each of the Named Executive Officers during 1996. All of the options
referred to in the table below are nonqualified stock options granted pursuant
to Old Gaylord's 1993 Stock Option and Incentive Plan (the "1993 Stock Plan") at
the fair market value on the date of grant (determined as the closing sale price
on the NYSE of Old Gaylord Class A Common Stock on the trading day preceding the
grant) and are for the purchase of Old Gaylord Class A Common Stock. In
connection with the Merger, all then outstanding options, including those that
are held by the Named Executive Officers other than Mr. Hall, will be converted
into options to purchase New Gaylord Common Stock. Mr. Hall's options will be
converted into options to purchase Westinghouse Common Stock. See "-- Issuance
of New Gaylord Options and Conversion of Old Gaylord Options." No stock
appreciation rights have ever been granted by Old Gaylord.
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
- ----------------------------------------------------------------------------------- VALUE AT ASSUMED
NUMBER OF PERCENT OF RATES OF STOCK PRICE
SECURITIES TOTAL OPTIONS APPRECIATION FOR
UNDERLYING GRANTED TO OPTION TERM
OPTIONS EMPLOYEES IN EXERCISE EXPIRATION ---------------------
NAME GRANTED(#) FISCAL YEAR(%) PRICE DATE 5% 10%
---- ---------- -------------- -------- ---------- -------- ----------
Earl W. Wendell............... 52,500 20.53 $25.00 2/23/06(1) $825,424 $2,091,787
Edward L. Gaylord............. -0- -- -- -- -- --
Jack J. Vaughn................ 21,000(2) 8.21 25.00 2/23/06 330,170 836,715
Terry E. London............... 14,175(2) 5.54 25.00 2/23/06 222,865 564,782
David Hall.................... 18,375(2) 7.18 25.00 2/23/06 288,898 732,125
- ---------------
(1) In connection with Mr. Wendell's retirement these options have been
cancelled. See Note (3) to the Summary Compensation Table on page 48.
(2) Pursuant to the terms of the 1993 Stock Plan, all outstanding options will
vest and become exercisable upon the approval of the Merger Agreement by the
Old Gaylord stockholders.
AGGREGATED OLD GAYLORD OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END
OPTION VALUES
The following table summarizes, for each of the Named Executive Officers,
the total number of unexercised stock options and the aggregate dollar value of
in-the-money unexercised stock options held at December 31, 1996. No shares were
acquired by the Named Executive Officers upon the exercise of stock options
during 1996. All of the stock options referenced below are for Old Gaylord Class
A Common Stock and were awarded pursuant to either the 1993 Stock Plan or Old
Gaylord's 1991 Stock Option and Incentive Plan (collectively, the "Stock
Plans"). In connection with the Merger, all then outstanding options, including
those that are held by the Named Executive Officers other than Mr. Hall, will be
converted into options to purchase New Gaylord Common Stock. Mr. Hall's options
will be converted into options to purchase Westinghouse Common Stock. See " --
Issuance of New Gaylord Options and Conversion of Old Gaylord Options."
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS AT FY-END(#) OPTIONS AT FY-END($)(1)
--------------------------- ---------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ------------- ----------- -------------
Earl W. Wendell(2)............................. 882,000 107,625 $11,975,750 $ -0-
Edward L. Gaylord.............................. 132,300 -0- 1,796,363 -0-
Jack J. Vaughn................................. 132,300 43,050 1,796,363 -0-
Terry E. London................................ 132,300 29,058 1,796,363 -0-
David Hall..................................... 55,125 37,668 748,484 -0-
- ---------------
(1) The aggregate dollar value of the options held at fiscal year-end are
calculated as the difference between the fair market value of Old Gaylord
Class A Common Stock ($22.875 as reported on the NYSE on December 31, 1996)
and the exercise price of the stock options.
(2) See Note (3) to the Summary Compensation Table on page 48.
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ISSUANCE OF NEW GAYLORD OPTIONS AND CONVERSION OF OLD GAYLORD OPTIONS
Pursuant to the Distribution Agreement, all options to acquire Old Gaylord
Class A Common Stock that are held by persons who, following the Distribution,
will be New Gaylord employees will be converted into fully vested and
exercisable options to acquire shares of New Gaylord Common Stock under the 1997
Stock Plan, with such amendments and adjustments as the New Gaylord Board of
Directors determines are reasonable and appropriate based, in part, on the Per
Share Merger Consideration and the fair market value of the New Gaylord Common
Stock immediately following the Distribution. As a result, the number of options
to acquire shares of New Gaylord Common Stock to be granted upon the conversion
of options to acquire shares of Company Class A Common Stock is not presently
determinable. Pursuant to the Merger Agreement, all options to acquire shares of
Old Gaylord Class A Common Stock that are held by persons who, following the
Distribution, will remain with the Cable Networks Business and become employees
of an affiliate of Westinghouse following the Merger will be converted into
options to acquire shares of Westinghouse Common Stock. See "THE MERGER
AGREEMENT -- Employee Matters and Stock Options" in the Proxy
Statement/Prospectus.
COMPENSATION PURSUANT TO PLANS
1997 Stock Plan
New Gaylord's Board of Directors has approved, and Old Gaylord's Board of
Directors has recommended for approval by Old Gaylord's stockholders at the
Special Meeting, the 1997 Stock Plan, pursuant to which directors, officers and
other key employees of New Gaylord will be eligible to receive awards of stock
options, stock appreciation rights and restricted stock, and outside directors
(defined under the 1997 Stock Plan as directors who are not officers or
employees of New Gaylord) will receive automatic awards of certain nonqualified
stock options. Options granted under the 1997 Stock Plan may be "incentive stock
options" ("ISOs"), within the meaning of Section 422 of the Code, or
nonqualified stock options ("NQSOs"). Stock Appreciation Rights ("SARs") may be
granted simultaneously with the grant of an option or (in the case of NQSOs) at
any time during its term. Restricted stock may be granted in addition to or in
lieu of any other award granted under the 1997 Stock Plan.
The 1997 Stock Plan provides that awards may be granted covering up to
shares of New Gaylord Common Stock (subject to antidilution and
similar adjustments in the event of a stock split, combination of shares,
recapitalization, or similar changes). The 1997 Stock Plan limits the number of
shares with respect to which awards (including options, SARs, and restricted
stock) may be granted to any individual to no more than shares, in any
period. Unless the 1997 Stock Plan is terminated earlier by New
Gaylord's Board of Directors, awards may be granted for a period of ten years
from the date of the Distribution.
Unless otherwise determined by New Gaylord's Board of Directors, the 1997
Stock Plan will be administered by the Compensation Committee, which will be
comprised solely of "nonemployee directors" within the meaning of Rule 16b-3
under the Exchange Act, or by New Gaylord's Board of Directors if the
Compensation Committee is not so comprised (any entity administering the 1997
Stock Plan is hereinafter referred to as the "Committee"). Subject to the
provisions of the 1997 Stock Plan, the Committee will determine the type of
award, when and to whom awards will be granted, and the number of shares covered
by each award. The Committee will have sole discretionary authority to interpret
the 1997 Stock Plan and to adopt rules and regulations related thereto. In
determining the persons to whom awards shall be granted and the number of shares
covered by each award, the Committee will take into account the contribution to
the management, growth, and profitability of the business of New Gaylord by the
respective persons and such other factors as the Committee deems relevant.
The Committee will determine, in its sole discretion, the purchase price of
the shares of stock covered by an option and the kind of consideration payable
with respect to any awards; provided, however, that in the case of the ISOs, the
price must not be less than the "Fair Market Value" (as defined in the 1997
Stock Plan) on the date of grant, and provided further that the option price
must be 110% of the Fair Market Value in the case of ISOs granted to "Ten
Percent Stockholders" (as defined in the 1997 Stock Plan). The Committee may
provide for the payment of the option price in cash, by delivery of shares of
New Gaylord Common Stock having a Fair Market Value equal to such option price,
by a combination thereof, or by any other method in accordance with the terms
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of the option agreements. The 1997 Stock Plan contains special rules governing
the time of exercise in the case of death, disability, or other termination of
employment and also provides for acceleration of the exercisability of options
in the event of a "Change in Control" (as defined in the 1997 Stock Plan.)
The 1997 Stock Plan also permits the Committee to grant SARs with respect
to all or any portion of the shares of New Gaylord Common Stock covered by
options. Each SAR will confer a right to receive an amount with respect to each
share subject thereto, upon exercise thereof, equal to the excess of (i) the
Fair Market Value of one share of New Gaylord Common Stock on the date of
exercise over (ii) the grant price of the SAR. The grant price of any SAR
granted in tandem with an option will be equal to the exercise price of the
underlying option, and the grant price of any other SAR will be such price as
the Committee determines. The Committee may, in its sole discretion, condition
the exercise of any SAR upon the attainment of specified Performance Goals (as
defined below).
The 1997 Stock Plan also provides for the grant of restricted stock awards,
which are awards of New Gaylord Common Stock that may not be transferred or
otherwise disposed of, except by will or the laws of descent and distribution,
for such period as the Committee determines (the "Restricted Period"). The
Committee may also impose such other conditions and restrictions on the shares
as it deems appropriate, including the satisfaction of one or more of the
following performance criteria: (i) pre-tax income or after-tax income; (ii)
operating cash flow; (iii) operating profit; (iv) return on equity, assets,
capital, or investment; (v) earnings or book value per share; (vi) sales or
revenues; (vii) operating expenses; (viii) New Gaylord Common Stock price
appreciation; and (ix) implementation or completion of critical projects or
processes (the "Performance Goals"). The Performance Goals may include a
threshold level of performance below which no payment will be made (or no
vesting will occur), levels of performance at which specified payments will be
made (or specified vesting will occur), and a maximum level of performance above
which no additional payment will be made (or at which full vesting will occur).
Each of the Performance Goals will be determined, to the extent applicable, in
accordance with generally accepted accounting principles and will be subject to
certification by the Committee; provided, that the Committee will have the
authority to make equitable adjustments to the Performance Goals in recognition
of unusual or non-recurring events affecting New Gaylord. The Committee may
provide that such restrictions will lapse with respect to specified percentages
of the awarded shares on successive future dates.
During the Restricted Period, the grantee will be entitled to receive
dividends with respect to, and to vote the shares awarded to him or her. If,
during the Restricted Period, the grantee's continuous employment with New
Gaylord terminates for any reason, any shares remaining subject to restrictions
will be forfeited, unless otherwise determined by the Committee. The Committee
has the authority to cancel any or all outstanding restrictions prior to the end
of the Restricted Period, including cancellation of restrictions in connection
with certain types of termination of employment.
New Gaylord's Board of Directors may at any time and from time to time
suspend, amend, modify, or terminate the 1997 Stock Plan; provided, however,
that, no amendment that requires stockholder approval in order for the 1997
Stock Plan to continue to comply with Section 162(m) of the Code or any other
applicable law will be effective unless and until such amendment has received
the requisite approval by New Gaylord's stockholders.
Each outside director will automatically receive a NQSO to purchase
shares of New Gaylord Common Stock on the date of such director's
election, and on the date of each annual meeting of the stockholders (so long as
such director continues to serve on New Gaylord's Board following such annual
meeting) at an exercise price per share of New Gaylord Common Stock equal to the
fair market value on the date of grant.
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Retirement Plans
Employees of New Gaylord and certain of its subsidiaries who have attained
age 21 and completed at least one year of service with more than 1,000 hours of
service will be eligible to participate in Old Gaylord's defined benefit pension
plan (the "Retirement Plan") and will receive full credit for service with Old
Gaylord for vesting purposes. The normal retirement benefit payable to a vested
participant upon retirement at age 65 is equal to the sum of:
(A) 0.85% of the participant's Average Annual Compensation multiplied
by his or her number of years of Benefit Accrual Service, as defined in the
Retirement Plan; and
(B) 0.65% of the excess, if any, of the participant's Average Annual
Compensation over Covered Compensation multiplied by his or her years of
Benefit Accrual Service not in excess of 35 years.
The normal form of benefit is calculated in the form of a life only annuity
payable monthly. The participant may elect alternative forms of payment pursuant
to the provisions of the Retirement Plan.
Average Annual Compensation is defined as the average of "includable
compensation" for the five consecutive years in which earnings were the highest
within the last ten years of benefit service. Includable compensation is defined
to include only base pay through December 31, 1988; thereafter it is defined as
all "wages" within the meaning of Code Section 3121(a) (without such base pay
limit), plus employee contributions to Old Gaylord's 401(k) Plan and Code
Section 125 deferrals, subject to additional limitations imposed by the Code.
Accrued benefits are 100% vested after five years of service.
Pursuant to the Distribution Agreement, Old Gaylord is required to amend
the Retirement Plan so that the accrued benefit of each Old Gaylord employee who
becomes an employee of an affiliate of Westinghouse immediately following the
Merger vests, notwithstanding the vesting schedule under the Retirement Plan.
Old Gaylord also maintains two non-qualified retirement plans to provide
benefits to certain employees of Old Gaylord: (i) the NLT Supplemental Executive
Retirement Plan (the "NLT SERP") and (ii) the Benefit Restoration Plan (the
"Restoration Plan"). These plans are not prefunded and the beneficiaries' rights
to receive distributions thereunder constitute unsecured claims to be paid from
the general assets of Old Gaylord.
The NLT SERP provides a benefit to certain executives in an amount equal to
the actuarial difference between benefits provided by the Retirement Plan and
benefits that would have been available to such persons under the defined
benefit pension plan of the predecessor to Opryland USA Inc had service
continued thereunder from the date such predecessor was acquired by Old Gaylord,
August 31, 1983, until the date of retirement, service termination, or death of
the covered employee. The benefits payable under the NLT SERP are determined as
of the effective date of termination of employment and are restricted to the
maximum benefit limitation imposed by Section 415 of the Code. Mr. Vaughn is the
only Named Executive Officer currently covered by the NLT SERP and the estimated
benefit payable to Mr. Vaughn (calculated as of December 31, 1996) upon
retirement at normal retirement age is $32,864 annually.
The Restoration Plan provides a benefit to certain employees to "replace"
benefits lost due to Code limitations imposed upon qualified defined benefit
pension plans. The benefit is determined by calculating the Retirement Plan
benefit without respect to limitations of the Code and subtracting the benefit
payable from the Retirement Plan. The total annual benefit is limited to 45% of
Average Annual Compensation (without respect to Code limitations) and consists
of benefits payable pursuant to the Restoration Plan, the Retirement Plan, the
NLT SERP, employer matching contributions to New Gaylord's 401(k) Savings Plan
and Supplemental Deferred Compensation Plan (assuming the maximum match), and
one-half of any annual Social Security benefit payable to the employee. To
determine the maximum benefit, all benefits are converted to a life only annuity
benefit payable at age 65. The Restoration Plan benefit is reduced (not below
zero) if the total annual benefit exceeds the 45% maximum limitations.
The Distribution Agreement provides that New Gaylord will assume
sponsorship of and continue the Retirement Plan, the Restoration Plan, and the
NLT SERP.
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The following table shows the estimated annual pension payable under the
Retirement Plan and the Restoration Plan to employees upon retirement in
specified remuneration and years-of-service classifications. The amounts shown
in the table do not include benefits payable from Social Security. The amount of
estimated annual pension is based upon a pension formula which applies to all
participants in the Retirement Plan and the Restoration Plan. The estimated
amounts are based on the assumption that (i) payments under the Retirement Plan
and the Restoration Plan will commence upon retirement at age 65 in 1996 in the
form of a single life only annuity, (ii) covered compensation is $27,576, and
(iii) the Retirement Plan and the Restoration Plan will continue in force in
their present form.
DEFINED BENEFIT PLAN TABLE
- -----------------------------------------------------------------------------------------------------------------------------
ESTIMATED ANNUAL DEFINED BENEFIT PLAN BENEFIT
EXCLUDING SOCIAL SECURITY(3)
ESTIMATED FIVE- ------------------------------------------------------------------
YEAR FINAL YEARS OF SERVICE
PAY AT AVERAGE ------------------------------------------------------------------
AGE 65(1) COMPENSATION(2) 10 15 20 25 30 35 40
- --------------------------------------- --------------- ------ ------- ------- ------- ------- ------- -------
50,000................................ 45,000 4,845 7,268 9,690 12,113 14,536 16,958 20,333
75,000................................ 67,500 8,220 12,330 16,440 20,551 24,661 28,771 33,833
100,000................................ 90,000 11,595 17,393 23,190 28,988 34,786 40,583 47,333
125,000................................ 112,500 14,970 22,455 29,940 37,426 44,911 52,396 60,833
150,000................................ 135,000 18,345 27,518 36,690 45,863 55,036 64,208 74,333
200,000................................ 180,000 25,095 37,643 50,190 62,738 63,295 73,133 84,533
250,000................................ 225,000 31,845 47,768 63,690 79,613 81,107 81,107 84,533
300,000................................ 270,000 38,595 57,893 77,190 96,488 98,920 98,920 98,920
400,000................................ 360,000 52,095 78,143 104,190 130,238 134,545 134,545 134,545
500,000................................ 450,000 65,595 98,393 131,190 163,988 170,170 170,170 170,170
600,000................................ 540,000 79,095 118,643 158,190 197,738 205,796 205,796 205,796
- ---------------
(1) The maximum annual compensation that can be recognized by a qualified
defined benefit pension retirement plan is $150,000 in 1996 (Code Section
401(a)(17)).
(2) Estimated five-year final average compensation is based on 90% of pay at age
65.
(3) The Restoration Plan benefit for covered employees whose "Pay at 65" equals
or exceeds $200,000 in the table above is calculated by limiting total
benefits payable under both of Old Gaylord's defined benefit plans (namely,
the Retirement Plan and the Restoration Plan) to 45% of the amount of "Pay
at 65." In calculating the 45% limitation, the Restoration Plan also assumes
that company matching contributions have been made to the accounts of
covered employees under the qualified and nonqualified defined contribution
plans sponsored by Old Gaylord (which are described below) and actuarially
converts those assumed matching contributions to a single life annuity
benefit utilizing specified Retirement Plan actuarial assumptions.
Messrs. Wendell, Gaylord, Vaughn, London, and Hall had 44, 49, 20, 18, and
30 years of credited service, respectively, on December 31, 1996. As a result of
the Code Section 401(a)(17) limitation on eligible compensation, the 1996
includable compensation in determining Average Annual Compensation was limited
to $150,000 for the Named Executive Officers in 1996.
401(k) Savings Plan
Old Gaylord maintains the Savings Plan, a defined contribution plan with a
salary deferral arrangement under Section 401(k) of the Code. Certain employees
of Old Gaylord who have attained age 21 and completed at least one year of
service and more than 1,000 hours of service are eligible to participate in the
Savings Plan. The Distribution Agreement provides that, following the
Distribution, New Gaylord will assume sponsorship of and continue the Savings
Plan.
Savings Plan participants are permitted to make elective contributions of
between 1% and 16% of their "Compensation" (as defined in the Savings Plan)
which generally includes W-2 income. Under the Savings Plan, 50% of the
contribution made by each participant is matched by Old Gaylord up to six
percent of compensation
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with a maximum employer contribution equal to the lesser of (i) three percent of
the participant's Compensation or (ii) such lesser amount specified by Section
401(k) of the Code.
A participant's elective contributions vest immediately. The employer
matching contributions vest according to the following schedule:
YEARS OF SERVICE PERCENT
- ---------------- -------
Less than 2................................................. 0%
2 to 3...................................................... 40%
3 to 4...................................................... 60%
4 to 5...................................................... 80%
5 or more................................................... 100%
Pursuant to the Distribution Agreement, Old Gaylord is required to amend the
Savings Plan so that the entire account balance of each Old Gaylord employee who
becomes an employee of Westinghouse immediately following the Merger vests
notwithstanding the vesting schedule under the Savings Plan.
Participants actively participating in the Savings Plan are eligible to
apply for up to three loans. They are also permitted to make in-service
withdrawals and hardship withdrawals in conformity with the terms of the Savings
Plan.
Participating employees may invest both their own contributions and
employer contributions into one of seven funds including up to 30% of their
contributions in a fund comprised exclusively of Old Gaylord Class A Common
Stock.
Upon termination of employment, disability, death, or retirement, a
participant receives the value of his or her account, payable as a lump sum
unless he or she elects to receive the value of his or her account balance in
the form of a joint and survivor annuity.
Supplemental Deferred Compensation Plan
Old Gaylord maintains the SUDCOMP Plan, which is an unfunded deferred
compensation arrangement for a select group of management or highly compensated
employees, including all of Old Gaylord's executive officers, which is intended
to provide benefits like those provided under the Savings Plan, notwithstanding
the limitations under the Savings Plan imposed by Section 401(k) of the Code.
The SUDCOMP Plan is administered by the Old Gaylord Benefits Trust Committee
which has the exclusive authority to select the employees who are entitled to
participate in the SUDCOMP Plan and to interpret and administer the SUDCOMP
Plan. The Distribution Agreement provides that, upon consummation of the Merger,
New Gaylord will assume sponsorship of the SUDCOMP Plan.
The terms of the SUDCOMP Plan are generally the same as the terms of the
Savings Plan except that (i) employer matching contributions (if any) are 50%
vested after two years of service and are vested in full after three years of
service, (ii) upon termination of employment for any reason, distributions from
the SUDCOMP Plan must generally be distributed to participants within 90 days of
their termination of employment, (iii) distributions from the SUDCOMP Plan may
not be rolled into an Individual Retirement Account or another employer's
defined contribution plan, and (iv) distributions from the SUDCOMP Plan are
taxed in full upon distribution. SUDCOMP Plan participants are permitted to
invest both their own contributions and employer contributions in the funds made
available to Savings Plan participants, other than the Old Gaylord Class A
Common Stock Fund.
Pursuant to the Distribution Agreement, Old Gaylord is required to amend
the SUDCOMP Plan so that the entire account balance of each Old Gaylord employee
who becomes an employee of Westinghouse immediately following the Merger is
vested notwithstanding the vesting schedule of the SUDCOMP Plan.
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EMPLOYMENT, SEVERANCE, AND CHANGE IN CONTROL ARRANGEMENTS
Awards granted under the 1997 Stock Plan become immediately exercisable or
otherwise nonforfeitable in full in the event of a Change in Control of New
Gaylord (as defined therein), notwithstanding specific terms of the awards
providing otherwise. Furthermore, with respect to stock options granted under
the 1997 Stock Plan, following a Change in Control the Compensation Committee
may, in its discretion, permit the cancellation of such options in exchange for
a cash payment in an amount per share equal, generally, to the difference
between the highest closing sales price during the sixty-day period preceding
the Change in Control and the exercise price. A Change in Control is defined in
the 1997 Stock Plan to include, among other things, (i) the acquisition of
securities representing more than 50% of the combined voting power of all
classes of New Gaylord's capital stock by any person (other than New Gaylord and
other related entities); (ii) the approval by the stockholders of New Gaylord of
a merger or consolidation of New Gaylord into or with another entity (with
certain exceptions), the sale or other disposition of all or substantially all
of New Gaylord's assets, or the adoption of a plan of liquidation; or (iii) a
change in the composition of the Board of Directors in any two-year period such
that individuals who were Board members at the beginning of such period cease to
constitute a majority thereof (with certain exceptions).
Old Gaylord has entered into severance agreements with certain members of
management (the "Severance Agreements"), including each of the Named Executive
Officers (collectively, the "executive officers"). These Severance Agreements
become effective following a "Change of Control" (as defined therein) and
provide for a two-year employment agreement thereafter. In the event an
executive officer is terminated or his or her compensation is reduced during
such two-year period, he or she is entitled to a lump sum payment equal to 250%
of the sum of his base salary and cash incentive bonus. A Change of Control is
defined in the Severance Agreements to include, among other things, the
acquisition of securities by a person of 33 1/3% or more of the combined voting
power of Old Gaylord's securities; mergers, consolidations, and sales of assets
in which existing Old Gaylord stockholders own less than a majority of the
resulting voting power; and changes in the composition of a majority of the
Board of Directors over a two-year period. The Merger will constitute a Change
of Control for purposes of the Severance Agreements. Accordingly, all executive
officers party thereto will have two-year employment agreements with New Gaylord
following the Distribution as provided by the Severance Agreements.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee of the New Gaylord Board of Directors will be
composed of Messrs. Dickinson and Rodgers. During 1996, Martin C. Dickinson, Joe
M. Rodgers and, until May 1, 1996, E. K. Gaylord II, served as members of the
Compensation Committee of the Old Gaylord Board of Directors.
From 1989 until October 1991, E. K. Gaylord II, a member of the
Compensation Committee until May 1, 1996, served as Vice President of Old
Gaylord, and has served as Vice-Chairman of the Old Gaylord Board of Directors
since May 2, 1996. He is currently the president and a director of OPUBCO.
Edward L. Gaylord, Chairman of the Board of Directors of Old Gaylord, is
currently the chairman, chief executive officer and a director of OPUBCO, and in
such capacities is in a position to influence the compensation of E. K. Gaylord
II.
In September 1996, Old Gaylord entered into an agreement with OPUBCO
pursuant to which OPUBCO will exchange certain commercial real estate located in
Dallas, Texas (the "OPUBCO Real Estate") for Old Gaylord's interests in the
Oklahoma City '89ers, a minor league baseball franchise. The Voting Trustees,
who control approximately 62.7% of Old Gaylord's voting power and will control
approximately 39.2% of New Gaylord's voting power immediately following the
Distribution (see "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT"), also beneficially own a majority of the voting stock of OPUBCO.
Edward L. Gaylord, E.K. Gaylord II, Christine Gaylord Everest, and Martin C.
Dickinson, directors of Old Gaylord, are also directors and officers of OPUBCO.
The OPUBCO Real Estate was appraised at $950,000, which the directors of Old
Gaylord (other than Edward L. Gaylord, E.K. Gaylord II, Christine Gaylord
Everest, Martin C. Dickinson, and Glenn M. Stinchcomb) determined was equal to
or greater than the value of Old Gaylord's interests in the Oklahoma City '89ers
being exchanged. The consummation of this transaction is subject to the approval
of Major League Baseball. Pursuant to the Restructuring, such agreement with
OPUBCO will be assigned to and assumed by New Gaylord.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
All of the outstanding shares of New Gaylord capital stock are and, until
immediately prior to the Distribution, will continue to be held beneficially and
of record by Old Gaylord. The following table sets forth, as of March 3, 1997 or
such other date as indicated in the footnotes to the table, the beneficial
ownership of Old Gaylord Class A Common Stock or Old Gaylord Class B Common
Stock by each Named Executive Officer of Old Gaylord who will continue to be an
executive officer of New Gaylord following the Distribution, the executive
officers and directors of New Gaylord as a group, and each stockholder known to
management of Old Gaylord to beneficially own more than five percent of the
outstanding Old Gaylord Class A Common Stock or Old Gaylord Class B Common
Stock. Also set forth below are the number of shares of New Gaylord Common Stock
that each person or entity will own immediately after the Distribution, on a pro
forma basis, assuming no change in ownership of the outstanding shares of Old
Gaylord Common Stock.
Each share of Old Gaylord Class B Common Stock is convertible into one
share of Old Gaylord Class A Common Stock. Accordingly, under federal securities
laws governing beneficial ownership, holders of Old Gaylord Class B Common Stock
are deemed to beneficially own the same number of shares of Old Gaylord Class A
Common Stock as shares of Old Gaylord Class B Common Stock beneficially owned.
The beneficial ownership of Old Gaylord Class A Common Stock shown in the table
does not include shares of Old Gaylord Class B Common Stock beneficially owned
by such holder. In accordance with the provisions of Rule 13d-3 of the Exchange
Act, the beneficial ownership of Old Gaylord Class A Common Stock in the table
below includes shares issuable upon the exercise of stock options if such
options are currently exercisable or exercisable within 60 days of the date
hereof. Unless otherwise indicated, Old Gaylord and New Gaylord believe that the
beneficial owner set forth in the table has sole voting and investment power.
BENEFICIAL
BENEFICIAL OWNERSHIP OF BENEFICIAL OWNERSHIP OF OLD OWNERSHIP OF NEW
OLD GAYLORD CLASS A GAYLORD CLASS B COMMON GAYLORD COMMON
COMMON STOCK AND STOCK AND PERCENTAGE PERCENTAGE OF STOCK FOLLOWING THE
PERCENTAGE OF CLASS OF CLASS OLD GAYLORD DISTRIBUTION
----------------------- --------------------------- TOTAL VOTING --------------------
NAME OF BENEFICIAL OWNER NUMBER PERCENT NUMBER PERCENT POWER NUMBER PERCENT
- ------------------------ ---------- -------- ----------- -------- ------------- ---------- -------
Edward L. Gaylord(1)*+...... 529,200(2) 1.17 18,850,286(3)(4) 36.84 31.44 6,459,828 20.07
Edith Gaylord Harper
Revokable Trust(1)........ -- -- 6,400,114(3)(5) 12.51 10.63 2,133,371 6.64
Christine Gaylord
Everest(1)*............... 81,584(6) ** 3,017,110(3)(7) 5.90 5.01 1,032,896 3.21
E. K. Gaylord II(1)*........ 29,767(6) ** 1,593,375(3)(8) 3.11 2.65 541,047 1.68
Louise Gaylord Bennett(1)... 7,717(9) ** 2,834,730(3)(10) 5.54 4.71 947,482 2.95
Martin C. Dickinson*
17461 Avenida De Acacias
Rancho Santa Fe, CA
92067................... 38,534(11) ** 3,880,181(3)(12) 7.58 6.44 1,306,236 4.06
Dickinson Trust
P.O. Box 808
Rancho Santa Fe, CA
92067................... -- -- 3,596,615(13) 7.03 5.97 1,198,871 3.73
Edward L. Gaylord, Edith
Gaylord Harper, Christine
Gaylord Everest, E. K.
Gaylord II, and Martin C.
Dickinson, as Voting
Trustees(1)............... -- -- 37,767,956(3) 73.82 62.72 12,589,315 39.17
Joe M. Rodgers*............. 59,534(6) ** -- -- -- 19,844 **
Terry E. London*+........... 145,220(14) ** 2,409 ** ** 56,919 **
Jack J. Vaughn+............. 166,878(15) ** 3,997 ** ** 68,184 **
The Capital Group Companies,
Inc. 333 South Hope Street
Los Angeles, CA 90071..... 5,430,880(16) 12.00 -- -- 1.80 1,810,293 5.63
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BENEFICIAL
BENEFICIAL OWNERSHIP OF BENEFICIAL OWNERSHIP OF OLD OWNERSHIP OF NEW
OLD GAYLORD CLASS A GAYLORD CLASS B COMMON GAYLORD COMMON
COMMON STOCK AND STOCK AND PERCENTAGE PERCENTAGE OF STOCK FOLLOWING THE
PERCENTAGE OF CLASS OF CLASS OLD GAYLORD DISTRIBUTION
----------------------- --------------------------- TOTAL VOTING --------------------
NAME OF BENEFICIAL OWNER NUMBER PERCENT NUMBER PERCENT POWER NUMBER PERCENT
- ------------------------ ---------- -------- ----------- -------- ------------- ---------- -------
Goldman Sachs Asset
Management, Inc. (Successor
to Liberty Investment
Management, Inc.)
2502 Rocky Point Drive,
Suite 500 Tampa, FL
33607..................... 4,655,880(17) 10.29 -- -- 1.55 1,551,960 4.83
Wellington Management
Company
75 State Street Boston, MA
02109..................... 4,323,475(18) 9.55 -- -- 1.44 1,441,158 4.48
T. Rowe Price Associates,
Inc.
100 East Pratt Street
Baltimore, MD 21202....... 2,708,702(19) 5.99 -- -- ** 902,900 2.81
All executive officers and
directors of New Gaylord
as a group (12 persons)... 1,211,359(20) 2.63 39,182,294 76.58 65.22 13,497,627 41.62
- ---------------
* Director of New Gaylord.
+ Named Executive Officer of Old Gaylord who will continue as an executive
officer of New Gaylord.
** Less than one percent.
(1) Mailing address: 9000 N. Broadway, Oklahoma City, Oklahoma 73114.
(2) Includes (a) 44,100 shares beneficially owned as trustee of the Edward L.
Gaylord Revocable Trust; (b) 22,050 shares beneficially owned by Mr.
Gaylord's wife, Thelma Gaylord, as to which Mr. Gaylord disclaims
beneficial ownership; (c)330,750 shares owned by the Edward L. Gaylord and
Thelma Gaylord Foundation, Edward L. Gaylord and Thelma Gaylord, Trustees;
and (d) 132,300 shares issuable upon the exercise of options.
(3) Edward L. Gaylord, Edith Gaylord Harper, and certain other stockholders of
Old Gaylord entered into a Voting Trust Agreement, dated as of October 3,
1990 (the "Voting Trust"), which terminates on October 3, 2000. It is
currently anticipated that the New Gaylord Common Stock received in the
Distribution will be subject to the Voting Trust. Edward L. Gaylord, Edith
Gaylord Harper, Christine Gaylord Everest, E. K. Gaylord II, and Martin C.
Dickinson, as the voting trustees (the "Voting Trustees") under the Voting
Trust, have the shared right to vote the 37,767,956 shares of Class B
Common Stock held in the Voting Trust, and it is currently anticipated that
the Voting Trustees will have the shared right to vote the 12,589,315
shares of New Gaylord Common Stock which will be held in the Voting Trust
following the Distribution. Although the Voting Trustees do not have the
right to make any investment decisions with respect to the shares
beneficially owned by the Voting Trust, a stockholder party to the Voting
Trust needs the written consent of at least 60% of the Voting Trustees (the
"Trustees' Consent") to withdraw such holder's shares from the Voting Trust
(the "Trust Withdrawal Restriction").
(4) Includes (a) 13,907,995 shares beneficially owned as trustee for the Edward
L. Gaylord Revocable Trust; (b) 2,585,940 shares beneficially owned as
trustee for the Mary I. Gaylord Revocable Living Trust of 1985; (c)
1,035,709 shares beneficially owned by Thelma Gaylord; (d) 147,582
additional shares beneficially owned as trustee for the Edward L. Gaylord
Revocable Trust; (e) 787,185 shares beneficially owned by Gayno, Inc., a
corporation controlled by Edward L. Gaylord; and (f) 385,875 shares
beneficially owned by The Oklahoman Foundation (the "Charitable Trust"), a
charitable trust of which Edward L. Gaylord is a trustee. Edward L. Gaylord
has shared voting power and sole investment power (subject to the Trust
Withdrawal Restriction) with respect to the shares listed in (a) and (b)
above, which together with the shares listed in (c) above are deposited
with the Voting Trust (to which Edward L. Gaylord is party as a stockholder
and as a Voting Trustee), such 17,529,644 shares being referred to herein
as the "ELG Voting Trust Shares;" sole voting power and investment power
with respect to the shares listed in (d) and (e) above, and shared voting
power and shared investment power with respect to the shares in the
Charitable Trust. Does
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not include the shares owned by Edward L. Gaylord's son and daughters, E.
K. Gaylord II, Christine Gaylord Everest and Louise Gaylord Bennett,
respectively. Does not include 20,238,312 shares of Old Gaylord Class B
Common Stock beneficially owned by the Voting Trust (excluding the ELG
Voting Trust Shares), as to which Edward L. Gaylord has shared voting power
and shared investment power (limited solely to the Trustees' Consent). See
Note 3.
(5) Includes (a) 1,190,802 shares owned by the Edith Gaylord Harper 1995
Revokable Trust, Edith Gaylord Harper, W.I. Ross and David Hogan Trustees
(the "EGH Revokable Trust") and (b) 5,209,312 shares owned by the EGH
Revokable Trust which are deposited with the Voting Trust (to which Mrs.
Harper is party as a stockholder and as a Voting Trustee), such shares
being referred to herein as the "EGH Voting Trust Shares." Mrs. Harper,
Edward L. Gaylord's sister, has sole voting power and investment power with
respect to the shares in (a) above and shared voting power and sole
investment power (subject to the Trust Withdrawal Restriction) with respect
to the EGH Voting Trust Shares. Does not include 32,558,644 shares of Old
Gaylord Class B Common Stock beneficially owned by the Voting Trust
(excluding the EGH Voting Trust Shares), as to which Mrs. Harper has shared
voting power and shared investment power (limited solely to the Trustees'
Consent). See Note 3.
(6) Shares issuable upon the exercise of options.
(7) Includes (a) 2,595,489 shares owned directly; (b) 11,239 shares owned or
beneficially owned by Mrs. Everest's husband, James H. Everest; (c) 11,278
shares owned by Mrs. Everest's daughter, Mary C. Everest; (d) 11,278 shares
owned by Mrs. Everest's daughter, Tricia L. Everest; (e) 1,951 additional
shares owned by James H. Everest; and (f) 385,875 shares beneficially owned
by the Charitable Trust of which Mrs. Everest is a trustee. Does not
include the shares owned by Mrs. Everest's father, mother, brother, and
sisters, Edward L. Gaylord, Thelma Gaylord, E. K. Gaylord II, and Louise
Gaylord Bennett and Mary I. Gaylord, respectively. Mrs. Everest has shared
voting power and sole investment power (subject to the Trust Withdrawal
Restriction) with respect to the shares listed in (a) above, which together
with the shares listed in (b), (c), and (d) above are deposited with the
Voting Trust (to which Mrs. Everest is party as a stockholder and as a
Voting Trustee), such 2,629,284 shares being referred to herein as the "CGE
Voting Trust Shares," and shared voting power and shared investment power
with respect to the shares in the Charitable Trust. Does not include
35,138,672 shares of Old Gaylord Class B Common Stock beneficially owned by
the Voting Trust (excluding the CGE Voting Trust Shares), as to which Mrs.
Everest has shared voting power and shared investment power (limited solely
to the Trustees' Consent). See Note 3.
(8) Includes (a) 1,207,500 shares owned directly which are deposited with the
Voting Trust (to which E. K. Gaylord II is party as a stockholder and as a
Voting Trustee), such shares being referred to herein as the "EKG Voting
Trust Shares," and (b) 385,875 shares beneficially owned by the Charitable
Trust of which E. K. Gaylord II is a trustee. E. K. Gaylord II has shared
voting power and sole investment power (subject to the Trust Withdrawal
Restriction) with respect to the EKG Voting Trust Shares, and shared voting
power and shared investment power with respect to the shares in the
Charitable Trust. Does not include the shares owned by E. K. Gaylord II's
father, mother, and sisters, Edward L. Gaylord, Thelma Gaylord, and
Christine Gaylord Everest, Louise Gaylord Bennett, and Mary I. Gaylord,
respectively. Does not include 36,560,456 shares of Old Gaylord Class B
Common Stock beneficially owned by the Voting Trust (excluding the EKG
Voting Trust Shares), as to which E. K. Gaylord II has shared voting power
and shared investment power (limited solely to the Trustees' Consent). See
Note 3.
(9) Includes (a) 5,512 shares owned directly, and (b) 2,205 shares owned by
Mrs. Bennett's husband, Clayton I. Bennett, as to which Mrs. Bennett
disclaims beneficial ownership.
(10) Deposited with the Voting Trust (to which Louise Gaylord Bennett is party
as a stockholder), such shares being referred to herein as the "LGB Voting
Trust Shares." Louise Gaylord Bennett has no voting power and sole
investment power (subject to the Trust Withdrawal Restriction) with respect
to the LGB Voting Trust Shares. See Note 3. Does not include the shares
owned by Louise Gaylord Bennett's father, mother, brother, and sisters,
Edward L. Gaylord, Thelma Gaylord, E. K. Gaylord II, and Christine Gaylord
Everest and Mary I. Gaylord, respectively, as to which Louise Gaylord
Bennett disclaims beneficial ownership.
(11) Includes (a) 1,050 shares beneficially owned by Mr. Dickinson's wife, Carol
D. Dickinson, as to which Mr. Dickinson disclaims beneficial ownership, and
(b) 37,484 shares issuable upon the exercise of options.
(12) Includes (a) 198,998 shares beneficially owned as trustee for the Martin C.
Dickinson Revocable Trust (the "MCD Revokable Trust") which are deposited
with the Voting Trust; (b) 82,479 additional shares in the
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MCD Revokable Trust; (c) 771 shares beneficially owned by Mr. Dickinson's
wife, Carol D. Dickinson, which are deposited with the Voting Trust; (d)
1,318 additional shares beneficially owned by Carol D. Dickinson; and (e)
3,596,615 shares beneficially owned by the Dickinson Trust. See Note 13.
Mr. Dickinson disclaims beneficial ownership with respect to the shares in
(c) and (d) above. The shares listed in (a), (c), and (e) above are
deposited with the Voting Trust (to which Mr. Dickinson is party as a
stockholder and as a Voting Trustee), such 3,796,384 shares being referred
to herein as the "MCD Voting Trust Shares." Mr. Dickinson has shared voting
power and sole investment power (subject to the Trust Withdrawal
Restriction) with respect to the shares in (a) above, sole voting power and
investment power with respect to the shares in (b) above, and shared voting
power and shared investment power with respect to the shares in the
Dickinson Trust. Does not include 33,971,572 shares of Old Gaylord Class B
Common Stock beneficially owned by the Voting Trust (excluding the MCD
Voting Trust Shares), as to which Mr. Dickinson has shared voting power and
shared investment power (limited solely to the Trustees' Consent). See Note
3.
(13) Deposited with the Voting Trust. Elizabeth M. Dickinson, Martin C.
Dickinson, and Elizabeth D. Smoyer, as trustees of the Dickinson Trust,
have no voting power and sole investment power (subject to the Trust
Withdrawal Restriction) as to these shares. However, Mr. Dickinson has
shared voting power as to these shares as a trustee of the Voting Trust.
See Note 3.
(14) Includes (a) 2,586 shares owned directly; (b) 6,614 shares of restricted
stock issued pursuant to the 1993 Stock Plan; and (c) 136,020 shares
issuable upon the exercise of options.
(15) Includes (a) 17,492 shares owned directly; (b) 11,574 shares of restricted
stock issued pursuant to the 1993 Stock Plan; and (c) 137,812 shares
issuable upon the exercise of options.
(16) Based on information set forth in Amendment No. 6 to Schedule 13G, dated
February 12, 1997, filed with the SEC jointly by The Capital Group
Companies, Inc., a parent holding company ("CGC"), Capital Guardian Trust
Company ("CGTC"), a bank and wholly owned subsidiary of CGC, Capital
Research and Management Company ("CRMC"), an investment advisor and wholly
owned subsidiary of CGC, and Capital International Limited ("CIL"). CGC
reported that it has sole voting power with respect to 1,373,980 shares and
sole dispositive power with respect to 5,430,880 shares of Old Gaylord
Class A Common Stock. CRMC reported that it exercised investment discretion
over 3,882,900 shares of Old Gaylord Class A Common Stock.
(17) Effective January 2, 1997, Goldman Sachs Investment Management, Inc., a
subsidiary of Goldman Sachs & Co., purchased substantially all of the
accounts of Liberty Investment Management, Inc. ("Liberty"), including
those holding the Old Gaylord Class A Common Stock as previously reported
in a Schedule 13G, and amendments thereto, filed with the SEC by Liberty.
(18) Based on information set forth in Amendment No. 6 to Schedule 13G, dated
January 24, 1997, filed with the SEC by Wellington Management Company, an
investment advisor ("WMC"). WMC reported that it has shared voting power
with respect to 3,399,260 shares of Old Gaylord Class A Common Stock and
shared dispositive power with respect to 4,323,475 shares of Old Gaylord
Class A Common Stock.
(19) Based on information set forth in Schedule 13G dated February 14, 1997
filed with the SEC by T. Rowe Price Associates, Inc., an investment advisor
("TRPAI"). TRPAI reported that it has shared voting power with respect to
250,181 shares of Old Gaylord Class A Common Stock and sole dispositive
power with respect to 2,708,702 shares of Old Gaylord Class A Common Stock.
(20) Includes 754,008 shares issuable upon the exercise of options.
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DESCRIPTION OF CAPITAL STOCK
GENERAL
In accordance with the Distribution Agreement, prior to the Time of
Distribution, Old Gaylord will cause New Gaylord to amend and restate its
Certificate of Incorporation to, among other things, (i) authorize one class of
common stock of New Gaylord, (ii) increase the currently authorized number of
shares of common stock of New Gaylord to 150,000,000 shares of New Gaylord
Common Stock, (iii) convert the 1,000 shares of New Gaylord common stock,
$100.00 par value, currently outstanding into that number of shares of New
Gaylord Common Stock equal to one-third the total number of shares of Old
Gaylord Common Stock outstanding immediately prior to the Record Date, and (iv)
authorize 100,000,000 shares of Preferred Stock. Based on the number of shares
of Old Gaylord Common Stock outstanding at June , 1997, the 1,000 shares of
New Gaylord common stock would be converted into shares of New Gaylord
Common Stock, all of which will be distributed to Old Gaylord's stockholders in
the Distribution.
COMMON STOCK
Holders of New Gaylord Common Stock will be entitled to one vote for each
share of New Gaylord Common Stock held of record on all matters on which
stockholders are entitled to vote. There will be no cumulative voting rights and
holders of New Gaylord Common Stock will not have preemptive rights. All issued
and outstanding shares of New Gaylord Common Stock to be distributed to Old
Gaylord's stockholders in the Distribution will be validly issued, fully paid,
and nonassessable. Holders of New Gaylord Common Stock will be entitled to such
dividends as may be declared from time to time by the New Gaylord Board of
Directors out of funds legally available for that purpose. See "Dividend
Policy." Upon dissolution, holders of New Gaylord Common Stock will be entitled
to share pro rata in the assets of New Gaylord remaining after payment in full
of all its liabilities and obligations, including payment of the liquidation
preference, if any, of any preferred stock then outstanding.
PREFERRED STOCK
The New Gaylord Board of Directors, without further action by the
stockholders, will be authorized to issue up to 100,000,000 shares of Preferred
Stock in one or more series and to designate as to any such series the dividend
rate, redemption prices, preferences on liquidation or dissolution, conversion
rights, voting rights, and any other preferences, and relative, participating,
optional, or other special rights and qualifications, limitations, or
restrictions. The rights of the holders of New Gaylord Common Stock will be
subject to, and may be affected adversely by, the rights of the holders of any
Preferred Stock that may be issued in the future. Issuance of a new series of
Preferred Stock, while providing desirable flexibility in connection with
possible acquisitions or other corporate purposes, could have the effect of
making it more difficult for a third party to acquire, or of discouraging a
third party from acquiring, a majority of the outstanding voting stock of New
Gaylord. New Gaylord has no present plans to issue any shares of Preferred
Stock.
NYSE LISTING
New Gaylord has applied to list on the NYSE the shares of New Gaylord
Common Stock to be distributed in the Distribution. The current rules of the
NYSE effectively preclude the listing on the NYSE of any securities of an issuer
which has issued securities or taken other corporate action that would have the
effect of nullifying, restricting, or disparately reducing the per share voting
rights of holders of an outstanding class or classes of equity securities
registered under Section 12 of the Exchange Act. New Gaylord does not intend to
issue any additional shares of any class of stock that would make the New
Gaylord Common Stock ineligible for continued listing or cause the New Gaylord
Common Stock to be delisted from the NYSE.
TRANSFER AGENT AND REGISTRAR
New Gaylord intends to appoint SunTrust Bank, Atlanta, Old Gaylord's
current transfer agent, as the Transfer Agent and Registrar for the New Gaylord
Common Stock.
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REDEMPTION PROVISION
Applicable law requires that the total percentage of shares of New Gaylord
capital stock owned of record or voted by non-United States persons or entities
shall not exceed 25% and contains certain other restrictions on stock ownership.
Under Article IV(D) of the Restated Certificate, New Gaylord has the right to
prohibit the ownership or voting, or to redeem outstanding shares, of its
capital stock if the Board of Directors determines that such prohibition or
redemption is necessary to prevent the loss or secure the reinstatement of any
governmental license or franchise held by New Gaylord or to otherwise comply
with the Communications Act or any other similar legislation affecting New
Gaylord.
THE DELAWARE BUSINESS COMBINATION ACT
New Gaylord is a Delaware corporation and, from and after the Time of
Distribution, will be subject to the provisions of Section 203 of the General
Corporation Law of the State of Delaware (the "DGCL"). In general, Section 203
provides that a Delaware corporation may not, for a period of three years,
engage in any of a broad range of business combinations with a person or
affiliate or associate of such person who is an "interested stockholder"
(defined generally as a person who, together with affiliates and associates,
owns (or within three years, did own) 15% or more of a corporation's outstanding
voting stock) unless: (a) the transaction resulting in a person's becoming an
interested stockholder, or the business combination, is approved by the board of
directors of the corporation before the person becomes an interested
stockholder; (b) the interested stockholder acquires 85% or more of the
outstanding voting stock of the corporation in the same transaction that makes
it an interested stockholder; or (c) on or after the date the person becomes an
interested stockholder, the business combination is approved by the
corporation's board of directors and by the holders of at least 66 2/3% of the
corporation's outstanding voting stock. It is currently anticipated that the New
Gaylord Board of Directors will approve the acquisition in the Distribution of
shares of New Gaylord Common Stock by the Voting Trustees, collectively, and
Edward L. Gaylord, individually, and thereby exempt such persons from the
application of DGCL Section 203.
CERTAIN RESTATED CERTIFICATE AND BY-LAW PROVISIONS
General
Certain provisions of the Restated Certificate and New Gaylord's By-laws
(the "By-laws") could have an antitakeover effect. These provisions are intended
to enhance the likelihood of continuity and stability in the composition of the
New Gaylord Board of Directors and in the policies formulated by the New Gaylord
Board of Directors and to discourage certain types of transactions described
below, which may involve an actual or threatened change of control of New
Gaylord. The provisions are designed to reduce the vulnerability of New Gaylord
to an unsolicited proposal for a takeover of New Gaylord that does not
contemplate the acquisition of all of its outstanding shares or an unsolicited
proposal for the restructuring or sale of all or part of New Gaylord. The
provisions are also intended to discourage certain tactics that may be used in
proxy fights. New Gaylord's Board of Directors believes that as a general rule,
such takeover proposals would not be in the best interests of New Gaylord and
its stockholders.
Classified Board
The Restated Certificate provides for New Gaylord's Board of Directors to
be divided into three classes of directors serving staggered three-year terms.
As a result, approximately one-third of New Gaylord's Board of Directors will be
elected each year. The overall effect of the provisions in the Restated
Certificate with respect to the staggered Board may be to render more difficult
a change in control of New Gaylord or the removal of incumbent management.
Special Meetings of Stockholders; Action by Written Consent
The Restated Certificate provides that no action may be taken by
stockholders except at an annual or special meeting of stockholders, and
prohibits action by written consent in lieu of a meeting. The Restated
Certificate provides that special meetings of stockholders of New Gaylord may be
called only by the Chairman or by a
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majority of the members of New Gaylord's Board of Directors. This provision will
make it more difficult for stockholders to take action opposed by New Gaylord's
Board of Directors.
Advance Notice Requirements for Stockholder Proposals and Director Nominations
The By-laws establish an advance notice procedure for the nomination, other
than by or at the direction of New Gaylord's Board of Directors or a committee
thereof, of candidates for election as directors as well as for other
stockholder proposals to be considered at stockholders' meetings. These
limitations on stockholder proposals do not restrict a stockholder's right to
include proposals in New Gaylord's annual proxy materials pursuant to rules
promulgated under the Exchange Act. The purpose of requiring advance notice is
to afford New Gaylord's Board of Directors an opportunity to consider the
qualification of the proposed nominees or the merits of other stockholder
proposals and, to the extent deemed necessary or desirable by New Gaylord's
Board of Directors, to inform stockholders about those matters.
Restated Certificate Amendments
The Restated Certificate requires the affirmative vote of the holders of at
least 66 2/3% of the voting power of New Gaylord's capital stock in order to
amend certain of its provisions, including any provisions concerning (i) the
classified board, (ii) the amendment of the By-laws, (iii) any proposed
compromise or arrangement between New Gaylord and its creditors, (iv) the
authority of stockholders to act by written consent, (v) the liability of
directors, and (vi) the percentage of votes represented by capital stock
required to approve certain amendments to the Restated Certificate. These voting
requirements will make it more difficult for stockholders to make changes in the
Restated Certificate which would be designed to facilitate the exercise of
control over New Gaylord. In addition, the requirement of approval by at least a
66 2/3% stockholder vote will enable the holders of a minority of the voting
securities of New Gaylord to prevent the holders of a majority or more of such
securities from amending such provisions. After giving effect to the
Distribution, the directors and executive officers of New Gaylord, together with
the Voting Trust, will hold in the aggregate approximately 41.6% of the voting
power of New Gaylord. See "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT."
Indemnification and Insurance
Pursuant to authority conferred by DGCL Section 102(b)(7), the Restated
Certificate contains a provision providing that no director of New Gaylord shall
be liable to it or its stockholders for monetary damages for breach of fiduciary
duty as a director, except to the extent that such exemption from liability or
limitation thereof is not permitted under the DGCL as then in effect or as the
same may be amended. This provision is intended to eliminate the risk that a
director might incur personal liability to New Gaylord or its stockholders for
breach of the duty of care.
DGCL Section 145 contains provisions permitting, and in some situations
requiring, Delaware corporations, such as New Gaylord, to provide
indemnification to their officers and directors for losses and litigation
expenses incurred in connection with their service to the corporation in those
capacities. The By-laws of New Gaylord contain provisions requiring
indemnification by New Gaylord of, and advancement of expenses to, its directors
and officers to the fullest extent permitted by law. Among other things, these
provisions provide indemnification for New Gaylord's officers and directors
against liabilities for judgments in and settlements of lawsuits and other
proceedings and for the advance and payment of fees and expenses reasonably
incurred by the director or officer in defense of any such lawsuit or
proceeding.
New Gaylord intends to purchase and maintain insurance on behalf of any
person who is or was a director or officer of New Gaylord, or is now or was a
director or officer of New Gaylord serving at the request of New Gaylord as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise, against any liability
asserted against him and incurred by him in any such capacity, or arising out of
his status as such, whether or not New Gaylord would have the power or the
obligation to indemnify him against such liability under the provisions of the
By-laws.
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INDEX TO FINANCIAL STATEMENTS
PAGE
----
NEW GAYLORD ENTERTAINMENT COMPANY CONSOLIDATED FINANCIAL
STATEMENTS
Report of Independent Public Accountants.................. F-2
Consolidated Statements of Income for the years ended
December 31, 1996, 1995 and 1994....................... F-3
Consolidated Balance Sheets as of December 31, 1996 and
1995................................................... F-4
Consolidated Statements of Cash Flows for the years ended
December 31, 1996, 1995, and 1994...................... F-5
Consolidated Statements of Stockholder's Equity for the
years ended December 31, 1996, 1995, and 1994.......... F-6
Notes to Consolidated Financial Statements................ F-7
NEW GAYLORD ENTERTAINMENT COMPANY UNAUDITED CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
Condensed Consolidated Statements of Income for the three
months ended March 31, 1997 and 1996................... F-16
Condensed Consolidated Balance Sheets as of March 31, 1997
and December 31, 1996.................................. F-17
Condensed Consolidated Statements of Cash Flows for the
three months ended March 31, 1997 and 1996............. F-18
Notes to Condensed Consolidated Financial Statements...... F-19
NEW GAYLORD ENTERTAINMENT COMPANY UNAUDITED PRO FORMA
CONSOLIDATED FINANCIAL STATEMENTS
Unaudited Pro Forma Consolidated Financial Statements..... F-21
Unaudited Pro Forma Consolidated Statement of Income for
the three months ended March 31, 1997.................. F-22
Unaudited Pro Forma Consolidated Statement of Income for
the year ended December 31, 1996....................... F-23
Unaudited Pro Forma Consolidated Balance Sheet as of March
31, 1997............................................... F-24
The schedules for which provision is made in the applicable accounting
regulations of the Securities and Exchange Commission are not required under the
related instructions or are inapplicable and, therefore, have been omitted.
F-1
65
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To New Gaylord Entertainment Company:
We have audited the accompanying consolidated balance sheets of New Gaylord
Entertainment Company (a Delaware corporation and a wholly owned subsidiary of
Gaylord Entertainment Company) and its subsidiaries as of December 31, 1996 and
1995, and the related consolidated statements of income, stockholder's equity
and cash flows for each of the three years in the period ended December 31,
1996. These financial statements are the responsibility of New Gaylord's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
The accompanying financial statements of New Gaylord Entertainment Company
have been prepared from the separate records of New Gaylord maintained by
Gaylord Entertainment Company and may not be necessarily indicative of the
conditions that would have existed or the results of operations if New Gaylord
had been operated as an unaffiliated company. Portions of certain expenses
represent corporate expenses of Gaylord Entertainment Company as a whole for
which Gaylord Entertainment Company maintains the related assets or liabilities.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of New Gaylord Entertainment
Company and its subsidiaries as of December 31, 1996 and 1995, and the results
of their operations and their cash flows for each of the three years in the
period ended December 31, 1996 in conformity with generally accepted accounting
principles.
Arthur Andersen LLP
Nashville, Tennessee
April 4, 1997
F-2
66
NEW GAYLORD ENTERTAINMENT COMPANY AND SUBSIDIARIES
(A WHOLLY OWNED SUBSIDIARY OF GAYLORD ENTERTAINMENT COMPANY)
CONSOLIDATED STATEMENTS OF INCOME
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
(AMOUNTS IN THOUSANDS)
1996 1995 1994
-------- -------- --------
Revenues.................................................... $747,158 $707,460 $687,931
Operating expenses:
Operating costs........................................... 443,236 442,177 427,853
Selling, general and administrative....................... 125,456 115,355 108,624
Depreciation and amortization............................. 48,856 38,086 32,945
-------- -------- --------
Operating income....................................... 129,610 111,842 118,509
Interest expense............................................ (49,880) (40,856) (27,578)
Interest income............................................. 21,580 5,968 738
Other gains (losses)........................................ 72,220 (8,088) (15,172)
-------- -------- --------
Income from continuing operations before provision for
income taxes.............................................. 173,530 68,866 76,497
Provision for income taxes.................................. 62,947 27,500 29,451
-------- -------- --------
Income from continuing operations......................... 110,583 41,366 47,046
Discontinued operations, net of taxes....................... -- 42,998 --
-------- -------- --------
Net income................................................ $110,583 $ 84,364 $ 47,046
======== ======== ========
The accompanying notes are an integral part of these statements.
F-3
67
NEW GAYLORD ENTERTAINMENT COMPANY AND SUBSIDIARIES
(A WHOLLY OWNED SUBSIDIARY OF GAYLORD ENTERTAINMENT COMPANY)
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1996 AND 1995
(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)
1996 1995
---------- ----------
ASSETS
Current assets:
Cash...................................................... $ 9,785 $ 8,863
Trade receivables, less allowance of $3,276 and $3,297,
respectively........................................... 108,643 105,779
Program rights............................................ 14,072 26,583
Other assets.............................................. 45,975 48,222
---------- ----------
Total current assets.............................. 178,475 189,447
---------- ----------
Program rights.............................................. 26,472 37,641
Property and equipment, net of accumulated depreciation..... 640,319 571,549
Intangible assets, net of accumulated amortization.......... 39,363 36,935
Investments................................................. 65,190 63,817
Long-term notes and interest receivable..................... 184,138 163,158
Other assets................................................ 18,669 9,295
---------- ----------
Total assets...................................... $1,152,626 $1,071,842
========== ==========
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Accounts payable and accrued liabilities.................. $ 84,276 $ 94,748
Program contracts payable................................. 14,943 23,574
---------- ----------
Total current liabilities......................... 99,219 118,322
---------- ----------
Payable to Old Gaylord...................................... 476,316 554,488
Program contracts payable................................... 24,661 34,058
Deferred income taxes....................................... 129,381 140,480
Other liabilities........................................... 6,991 7,858
Minority interest........................................... 14,847 13,008
Commitments and contingencies
Stockholder's equity:
Common stock, $100 par value, 10,000 shares authorized,
1,000 shares issued and outstanding.................... 100 100
Class B common stock, $.01 par value, 10,000 shares
authorized, no shares issued or outstanding............ -- --
Additional paid-in capital.................................. 92,400 5,400
Retained earnings........................................... 308,711 198,128
---------- ----------
Total stockholder's equity........................ 401,211 203,628
---------- ----------
Total liabilities and stockholder's equity........ $1,152,626 $1,071,842
========== ==========
The accompanying notes are an integral part of these statements.
F-4
68
NEW GAYLORD ENTERTAINMENT COMPANY AND SUBSIDIARIES
(A WHOLLY OWNED SUBSIDIARY OF GAYLORD ENTERTAINMENT COMPANY)
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
(AMOUNTS IN THOUSANDS)
1996 1995 1994
--------- --------- ---------
Cash Flows from Operating Activities:
Net income............................................. $ 110,583 $ 84,364 $ 47,046
Amounts to reconcile net income to net cash flows
provided by operating activities:
Depreciation and amortization....................... 48,856 38,086 32,945
Provision (benefit) for deferred income taxes....... 4,596 460 (1,121)
Write-down of television program rights............. -- 13,302 --
Noncash interest income............................. (20,479) (4,970) --
Discontinued operations, net of taxes............... -- (42,998) --
Provision for losses on disposal of Fiesta Texas
partnership interest.............................. -- 5,529 26,000
Gain on sale of television stations................. (73,850) -- (10,689)
Changes in:
Trade receivables................................. (8,974) (6,703) (19,522)
Program rights and program contracts payable...... (3,667) 12,042 (100)
Accounts payable and accrued liabilities.......... (631) (1,658) 14,102
Other, net........................................ (7,002) (6,494) (5,430)
--------- --------- ---------
Net cash flows provided by operating
activities................................... 49,432 90,960 83,231
--------- --------- ---------
Cash Flows from Investing Activities:
Proceeds from sale of discontinued operations, net of
direct selling costs................................ -- 190,838 --
Purchase of minority interest in discontinued
operations.......................................... -- (10,585) --
Proceeds from sale of television stations, net of
direct selling costs................................ 96,840 -- 13,231
Investments in, advances to and distributions from
affiliates, net..................................... 237 1,912 (5,017)
Purchases of property and equipment, net............... (115,542) (175,225) (134,947)
Payment upon disposal of Fiesta Texas partnership
interest............................................ (12,976) -- --
Other, net............................................. (9,078) (4,167) 249
--------- --------- ---------
Net cash flows provided by (used in) investing
activities................................... (40,519) 2,773 (126,484)
--------- --------- ---------
Cash Flows from Financing Activities:
Borrowings from (repayments to) Old Gaylord, net....... (6,960) (97,618) 37,595
Borrowings (repayments) of long-term debt, net......... (1,031) (453) 17
--------- --------- ---------
Net cash flows provided by (used in) financing
activities................................... (7,991) (98,071) 37,612
--------- --------- ---------
Cash Flows from Discontinued Operations:
Operating activities................................... -- 16,758 30,995
Investing activities................................... -- (12,985) (21,474)
Increase in cash balance............................... -- 2,856 (1,340)
--------- --------- ---------
Net cash flows provided by discontinued
operations................................... -- 6,629 8,181
--------- --------- ---------
Net change in cash....................................... 922 2,291 2,540
Cash, beginning of year.................................. 8,863 6,572 4,032
--------- --------- ---------
Cash, end of year........................................ $ 9,785 $ 8,863 $ 6,572
========= ========= =========
The accompanying notes are an integral part of these statements.
F-5
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NEW GAYLORD ENTERTAINMENT COMPANY AND SUBSIDIARIES
(A WHOLLY OWNED SUBSIDIARY OF GAYLORD ENTERTAINMENT COMPANY)
CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
(AMOUNTS IN THOUSANDS)
CLASS B ADDITIONAL TOTAL
COMMON COMMON PAID-IN RETAINED STOCKHOLDER'S
STOCK STOCK CAPITAL EARNINGS EQUITY
------ ------- ---------- -------- -------------
Balance, December 31, 1993............... $100 $ -- $ 400 $ 66,718 $ 67,218
Net income............................. -- -- -- 47,046 47,046
---- ---- ------- -------- --------
Balance, December 31, 1994............... 100 -- 400 113,764 114,264
Net income............................. -- -- -- 84,364 84,364
Capital contribution................... -- -- 5,000 -- 5,000
---- ---- ------- -------- --------
Balance, December 31, 1995............... 100 -- 5,400 198,128 203,628
Net income............................. -- -- -- 110,583 110,583
Capital contribution................... -- -- 87,000 -- 87,000
---- ---- ------- -------- --------
Balance, December 31, 1996............... $100 $ -- $92,400 $308,711 $401,211
==== ==== ======= ======== ========
The accompanying notes are an integral part of these statements.
F-6
70
NEW GAYLORD ENTERTAINMENT COMPANY AND SUBSIDIARIES
(A WHOLLY OWNED SUBSIDIARY OF GAYLORD ENTERTAINMENT COMPANY)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(AMOUNTS IN THOUSANDS)
1. DESCRIPTION OF THE BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
New Gaylord Entertainment Company ("New Gaylord"), formerly Gaylord
Broadcasting Company, is a wholly owned subsidiary of Gaylord Entertainment
Company ("Old Gaylord"). New Gaylord is a diversified entertainment and
communications company operating, through its subsidiaries, principally in three
business segments: hospitality and attractions, broadcasting and music, and
cable networks. Subsequent to December 31, 1996, Old Gaylord entered into a
definitive agreement with Westinghouse Electric Corporation ("Westinghouse")
whereby substantially all of the assets and liabilities of the cable networks
segment will be acquired by Westinghouse as further described in Note 2. New
Gaylord sold its cable television systems segment (the "Systems") on September
29, 1995. Prior to the sale, the Systems were accounted for as discontinued
operations in the accompanying consolidated financial statements as further
described in Note 4.
HOSPITALITY AND ATTRACTIONS
New Gaylord owns and operates the Opryland entertainment complex in
Nashville, Tennessee and various other Nashville-based tourist attractions. The
Opryland complex primarily includes the Opryland Hotel, the Opryland theme park
and the Grand Ole Opry. New Gaylord also owns a minority limited partnership
interest in Bass Pro, L.P. ("Bass Pro"), which is a leading retailer of premium
outdoor sporting goods and fishing products.
BROADCASTING AND MUSIC
At December 31, 1996, New Gaylord owned and operated two broadcast
television stations: KTVT (Dallas-Fort Worth, Texas) and KSTW (Tacoma-Seattle,
Washington). In January 1997, New Gaylord announced it had entered into a
definitive agreement to sell KSTW as further described in Note 2. New Gaylord
sold its television station KHTV (Houston, Texas) in January 1996 as further
described in Note 3. New Gaylord affiliated KTVT and KSTW with CBS, Inc. during
1995. In addition, New Gaylord owns and operates three radio stations in
Nashville, Tennessee and a music publishing company.
CABLE NETWORKS
New Gaylord owns The Nashville Network ("TNN") which is a national basic
cable television network carried by substantially all United States cable
operators, as well as by many Canadian cable services. In addition, New Gaylord
operates and owns 67% of the outstanding stock of Country Music Television, Inc.
("CMT"), a country music video cable network. CMT Europe, a country music video
cable network established to provide service to Europe, was launched in October
1992. CMT expanded into the Asia-Pacific region in October 1994 and into Latin
America in April 1995.
BASIS OF PRESENTATION
The consolidated financial statements include the accounts of New Gaylord
and all of its majority owned subsidiaries. All assets, liabilities, revenues
and expenses in the accompanying financial statements have been derived from the
separate records or identified costs maintained by Old Gaylord with the
exception of the allocation of certain expenses incurred by Old Gaylord on
behalf of New Gaylord. Those allocated expenses primarily consist of interest
charged to New Gaylord on funds obtained through financing arrangements of Old
Gaylord and certain corporate overhead expenses of Old Gaylord. Management
estimates that such interest charges and other allocated expenses approximate
the expenses which would have been incurred had New Gaylord operated on a
stand-alone basis. However, the consolidated financial information included
herein may not necessarily reflect the consolidated results of operations,
financial position, changes in stockholder's equity and cash flows of New
Gaylord in the future or what such financial information would have been had New
F-7
71
Gaylord been a separate, stand-alone entity during the periods presented. All
significant intercompany accounts and transactions have been eliminated in
consolidation.
PROGRAM RIGHTS
New Gaylord acquires exhibition rights for certain theatrical and
television programs. The program rights are recorded at the gross contract
amount when certain conditions are met, including availability of the program
for broadcast, and are amortized over the shorter of the estimated number of
program showings or the contract periods. The current portion of program rights
represents those rights currently available for telecast which will be amortized
in the succeeding year. New Gaylord had commitments for program rights and
related program contract payables of $8,850 and $32,507 at December 31, 1996 and
1995, respectively, which were not available for telecast until a future date.
These amounts are not included in the accompanying consolidated balance sheets.
During 1995, New Gaylord recorded a pre-tax charge to operations of $13,302
for the write-down to net realizable value of certain program rights. The
write-down is primarily related to excess program rights resulting from the
affiliation of KTVT and KSTW with CBS.
PROPERTY AND EQUIPMENT
Property and equipment are stated at cost, including interest on funds
borrowed to finance the construction of major capital additions, and are
depreciated or amortized using straight-line and accelerated methods over the
following estimated useful lives:
Buildings................................................... 20-40 years
Leasehold and land improvements............................. 20 years
Theme park rides and attractions............................ 15-20 years
Furniture, equipment and vehicles........................... 3-10 years
Effective January 1, 1994, New Gaylord changed to the straight-line method
of depreciation for substantially all newly acquired property. Maintenance and
repairs are charged to expense as incurred.
INTANGIBLE ASSETS
Intangible assets consist primarily of goodwill which is amortized using
the straight-line method over a period not to exceed 40 years. New Gaylord
continually evaluates whether later events and circumstances have occurred that
indicate the remaining balance of goodwill may not be recoverable. In evaluating
possible impairment, New Gaylord uses the most appropriate method of evaluation
given the circumstances surrounding the particular acquisition, which has
generally been an estimate of the related business unit's undiscounted operating
income before interest and taxes over the remaining life of the goodwill.
Amortization expense related to intangible assets for 1996, 1995 and 1994
was $3,212, $2,445 and $2,118, respectively. At December 31, 1996 and 1995,
accumulated amortization of intangible assets was $14,817 and $15,304,
respectively.
INVESTMENTS
Investments consist primarily of the minority interest in Bass Pro, which
distributes its products through retail centers and an extensive mail order
catalog operation. Bass Pro also owns and operates a resort hotel and
development in Southern Missouri. New Gaylord accounts for the Bass Pro
investment using the equity method of accounting. New Gaylord's original
investment exceeded its share of the underlying equity in the net assets of Bass
Pro by approximately $36,000, which is being amortized on a straight-line basis
over 40 years. New Gaylord's recorded investment in Bass Pro was $62,852 and
$62,537 at December 31, 1996 and 1995, respectively.
F-8
72
OTHER ASSETS
Other current and long-term assets consist primarily of program
inventories, merchandise inventories, deferred preopening expenses and prepaid
expenses. Program inventories, $20,175 and $22,484 in 1996 and 1995,
respectively, are amortized at a rate based upon the broadcast periods of the
programs and the revenues estimated to be earned over these periods. Inventories
of $15,436 and $15,111 in 1996 and 1995, respectively, consist primarily of
merchandise held for resale and are priced at the lower of average cost or
market. To provide for a better matching of revenues and expenses, New Gaylord
defers expenses prior to a new venture becoming operational. These deferred
preopening expenses, $12,335 and $7,387 in 1996 and 1995, respectively, are
amortized on a straight-line basis. Prepaid expenses were $11,784 and $10,295 in
1996 and 1995, respectively.
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Accounts payable and accrued liabilities at December 31 consisted of:
1996 1995
------- -------
Trade accounts payable...................................... $ 9,644 $15,027
Commissions payable......................................... 16,877 15,954
Accrued royalties........................................... 10,153 10,617
Deferred revenues........................................... 15,174 11,472
Accrued salaries and benefits............................... 4,805 3,616
Property and other taxes payable............................ 10,089 8,835
Other accrued liabilities................................... 17,534 29,227
------- -------
Total accounts payable and accrued liabilities.... $84,276 $94,748
======= =======
Other accrued liabilities included approximately $15,000 in 1995 for the
liabilities related to the disposal of New Gaylord's 14% limited partnership
interest in the Fiesta Texas theme park, as further described in Note 3. Accrued
royalties consist primarily of music royalties and licensing fees at New
Gaylord's television stations, cable networks and music publishing business.
Deferred revenues consist primarily of deposits on advance room bookings at the
Opryland Hotel and advance ticket sales at the Opryland theme park and the Grand
Ole Opry.
PAYABLE TO OLD GAYLORD
Old Gaylord has a centralized cash management system whereby cash is made
available to New Gaylord for normal operating activities when needed and excess
cash is transferred back to Old Gaylord when available. The net effect of these
cash transactions is included in the payable to Old Gaylord in the consolidated
balance sheets and is presented as borrowings from (repayments to) Old Gaylord
in the consolidated statements of cash flows.
STOCK PLANS AND STOCK BASED COMPENSATION
Old Gaylord provides stock option and incentive plans in which certain of
New Gaylord's key employees are eligible to participate. Statement of Financial
Accounting Standards ("SFAS") No. 123, "Accounting for Stock-Based
Compensation," encourages, but does not require, companies to record
compensation cost for stock-based employee compensation plans at fair value. New
Gaylord has chosen to continue to account for stock-based compensation using the
intrinsic value method as prescribed in Accounting Principles Board Opinion No.
25, "Accounting for Stock Issued to Employees." In addition, based on the number
of the options outstanding and the historical and expected future trends of
factors affecting valuation of those options, management believes that any
compensation cost which would be expected on New Gaylord's financial statements
under SFAS No. 123 attributable to options granted is immaterial.
RETIREMENT PLANS AND POSTRETIREMENT BENEFITS OTHER THAN PENSIONS
Old Gaylord provides a noncontributory defined benefit pension plan in
which substantially all of New Gaylord's employees are eligible to participate
upon meeting the pension plan's participation requirements. The benefits are
based on years of service and compensation levels.
F-9
73
In addition, Old Gaylord has contributory retirement savings plans in which
substantially all of New Gaylord's employees are eligible to participate. Old
Gaylord contributes an amount equal to the lesser of one-half of the amount of
the employee's contribution or 3% of the employee's salary.
Old Gaylord also sponsors unfunded defined benefit postretirement health
care and life insurance plans for certain of New Gaylord's employees. Under this
plan, Old Gaylord contributes toward the cost of health insurance benefits and
contributes the full cost of providing life insurance benefits. In order to be
eligible for these postretirement benefits, an employee must retire after
attainment of age 55 and completion of 15 years of service, or attainment of age
65 and completion of 10 years of service.
All of the plans discussed above are administered and funded by Old Gaylord
which also maintains the related assets and liabilities on its records.
INCOME TAXES
New Gaylord's operations are included in the consolidated income tax return
filed by Old Gaylord and the current liability for federal income taxes payable
is recorded by Old Gaylord. The provision for income taxes in New Gaylord's
consolidated financial statements has been calculated on a separate tax return
basis.
In accordance with SFAS No. 109, "Accounting for Income Taxes", New Gaylord
establishes deferred tax liabilities and assets based on the difference between
the financial statement and income tax carrying amounts of assets and
liabilities using existing tax rates.
FINANCIAL INSTRUMENTS
Estimated fair values and carrying amounts of New Gaylord's financial
instruments at December 31, 1996 and 1995 are as follows:
1996 1995
------------------- -------------------
FAIR CARRYING FAIR CARRYING
VALUE AMOUNT VALUE AMOUNT
-------- -------- -------- --------
Long-term notes and interest receivable....... $187,279 $184,138 $164,792 $163,158
======== ======== ======== ========
The fair value estimates were determined using discounted cash flow
analyses. The discount rate was determined based upon similar instruments. The
carrying amount of short-term financial instruments (cash, trade receivables,
accounts payable and accrued liabilities) approximates fair value due to the
short maturity of those instruments. Credit risk on trade receivables is
minimized by the large and diverse nature of New Gaylord's customer base.
ACCOUNTING ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the reported
period. Actual results could differ from those estimates.
2. SUBSEQUENT EVENTS:
During January 1997, New Gaylord entered into a definitive agreement to
sell its Tacoma-Seattle, Washington, television station, KSTW, for $160,000 in
cash to Cox Broadcasting, Inc., which subsequently assigned its rights under the
agreement to Paramount Stations Group, Inc. The transaction requires the
approval of the Federal Communications Commission and will result in the
recognition of a gain.
On February 9, 1997, Old Gaylord entered into an agreement (the "Merger
Agreement") with Westinghouse and G Acquisition Corp., a wholly owned subsidiary
of Westinghouse ("Sub"), pursuant to which Sub will be merged (the "Merger")
with and into Old Gaylord, with Old Gaylord continuing as the surviving
corporation and a wholly owned subsidiary of Westinghouse. Prior to the Merger,
Old Gaylord will be restructured (the
F-10
74
"Restructuring") so that the assets and liabilities that are part of Old
Gaylord's hospitality, attractions, music, television and radio businesses,
including all of Old Gaylord's long-term debt, as well as the Country Music
Television cable networks outside of the United States and Canada ("CMT
International") and the management of and option to acquire Z Music, Inc. ("Z
Music"), will be transferred to or retained by New Gaylord. As a result of the
Restructuring and the Merger, substantially all of the assets of Old Gaylord's
cable networks business, consisting primarily of TNN and the U.S. and Canadian
operations of CMT, and certain other related businesses (collectively, the
"Cable Networks Business") and certain liabilities to the extent that they arise
out of the Cable Networks Business, will be held by Old Gaylord or one of its
subsidiaries (other than New Gaylord or its subsidiaries after giving effect to
the Restructuring) and will be acquired by Westinghouse in the Merger.
Following the Restructuring and on the day prior to the effective time of
the Merger, Old Gaylord will distribute (the "Distribution") pro rata to its
stockholders all of the outstanding capital stock of New Gaylord. As a result of
the Distribution, each holder of record of Class A Common Stock, $.01 par value
("Old Gaylord Class A Common Stock"), and Class B Common Stock, $.01 par value
("Old Gaylord Class B Common Stock," and together with Old Gaylord Class A
Common Stock, "Old Gaylord Common Stock"), of Old Gaylord on the record date for
the Distribution will receive a number of shares of Common Stock, $.01 par
value, of New Gaylord ("New Gaylord Common Stock") equal to one-third the number
of shares of Old Gaylord Common Stock held by such holder, and cash in lieu of
any fractional shares of New Gaylord Common Stock.
In the Merger, Old Gaylord's stockholders will receive shares of
Westinghouse common stock valued at the agreed upon transaction price of
$1,550,000, at a per share consideration to be determined in accordance with the
Merger Agreement that will be based upon the market price of the Westinghouse
common stock and the number of outstanding shares of Old Gaylord Common Stock.
The Distribution and the Merger are subject to the satisfaction or waiver of a
number of conditions, including Old Gaylord stockholder approval of the Merger
and certain regulatory approvals, including an Internal Revenue Service ruling
that the Distribution, the Merger, and certain aspects of the Restructuring will
be tax-free transactions. The Distribution and Merger are expected to occur
during 1997.
In connection with the Merger, New Gaylord and Old Gaylord (or one or more
of their respective subsidiaries) plan to enter into agreements pertaining to
their ongoing business relationship. In addition, each party will agree not to
compete with the other in certain areas of the cable networks industry.
3. ACQUISITIONS AND DIVESTITURES:
In January 1996, New Gaylord sold its Houston, Texas, television station,
KHTV, to Tribune Broadcasting Company for $97,800, including certain working
capital and other adjustments of approximately $4,300. The sale resulted in a
pretax gain of $73,850 which is included in other gains (losses) in the
consolidated statements of income. The sale of the television station included
program rights of $32,235 and related program contracts payable of $23,766.
In December 1995 and December 1994, New Gaylord recorded pretax losses of
$5,529 and $26,000, respectively, included in other gains (losses) in the
consolidated statements of income, to reflect losses related to the January 1996
disposal of its 14% limited partnership interest in the Fiesta Texas theme park.
The charges were based on the permanent impairment in the value of the
investment and New Gaylord's guarantee on certain indebtedness related to the
original construction of Fiesta Texas. New Gaylord paid $12,976 to transfer its
partnership interest and related obligations to a subsidiary of USAA, the
majority investor, in January 1996. In connection with New Gaylord's termination
of its interest in Fiesta Texas, New Gaylord was released from the loan
guarantee.
Sinclair Broadcast Group, Inc. ("Sinclair") purchased the non-license
assets of New Gaylord's WVTV television station in Milwaukee, Wisconsin, in May
1994. Total proceeds from the sale of the non-license assets were $18,231,
resulting in a pretax gain of $10,689, which is included in other gains (losses)
in the 1994 consolidated statement of income. Sinclair retained an option to
purchase the license assets of WVTV which it subsequently assigned to Glencairn,
Ltd., which exercised the option and purchased the license assets in July 1995.
F-11
75
4. DISCONTINUED OPERATIONS:
On September 29, 1995, New Gaylord completed the sale of the Systems to CCT
Holdings Corp. ("CCTH"). Net proceeds, after a working capital adjustment of
$5,512, consisted of $198,800 in cash and a 10-year note receivable with a face
amount of $165,688. The note receivable and related accrued interest are
included in long-term notes and interest receivable in the accompanying
consolidated balance sheets in the amount of $176,138 and $155,658, for 1996 and
1995, respectively, net of a $15,000 discount in both years to reflect the note
at fair value based upon financial instruments of comparable credit risk and
interest rates. The note is currently classified as held to maturity and bears
interest at an initial rate of 12% which increases to 15% in September 2000 and
2% each year thereafter with principal and interest payable at maturity in 2005.
New Gaylord recorded $20,479 and $4,970 of interest income related to the note
receivable during 1996 and 1995, respectively. Immediately prior to the sale,
New Gaylord purchased the remaining 2.9% minority interest in the Systems for
$10,585. In addition, New Gaylord received the contractual right to 15% of the
net distributable proceeds, as defined, from certain future asset sales by the
buyer of the Systems. A significant stockholder and certain directors of Old
Gaylord own, indirectly, less than a 5% interest in CCTH.
New Gaylord recorded a gain in 1995 on the sale of the Systems of $42,998,
net of applicable income taxes of $30,824. The Systems have been accounted for
as discontinued operations and, accordingly, the Systems' losses subsequent to
the November 1993 measurement date, including interest expense on debt that can
be specifically attributed to the Systems, were deferred and are reflected as a
reduction in the gain on the sale of the Systems.
Selected results of operations related to the Systems prior to their sale
are summarized below for the period ended September 29, 1995 and the year ended
December 31, 1994 :
1995 1994
-------- --------
Revenues.................................................... $ 67,157 $ 85,200
======== ========
Depreciation and amortization............................... 39,178 57,383
======== ========
Interest expense............................................ 17,051 19,728
======== ========
Loss before income taxes.................................... (29,344) (40,975)
Benefit for income taxes.................................... 9,831 13,953
Loss deferred subsequent to measurement date................ 19,513 27,022
-------- --------
Net loss.......................................... $ -- $ --
======== ========
Net cash flows related to the Systems for the period ended September 29,
1995 and the year ended December 31, 1994 were:
1995 1994
-------- --------
Cash flows from operating activities:
Net losses from discontinued operations................... $(19,513) $(27,022)
Depreciation and amortization............................. 39,178 57,383
Other, net................................................ (2,907) 634
-------- --------
Net cash flows provided by operating activities... 16,758 30,995
-------- --------
Cash flows from investing activities:
Purchases of property and equipment, net.................. (12,924) (21,625)
Other, net................................................ (61) 151
-------- --------
Net cash flows used in investing activities....... (12,985) (21,474)
-------- --------
Increase (decrease) in cash balance......................... 2,856 (1,340)
-------- --------
Net cash flows.................................... $ 6,629 $ 8,181
======== ========
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76
5. PROPERTY AND EQUIPMENT:
Property and equipment at December 31 is recorded at cost and summarized as
follows:
1996 1995
-------- --------
Land and improvements....................................... $105,669 $100,715
Buildings................................................... 478,955 318,105
Furniture, fixtures, and equipment.......................... 379,822 327,808
Construction in progress.................................... 9,742 128,449
-------- --------
974,188 875,077
Accumulated depreciation.................................... 333,869 303,528
-------- --------
Property and equipment, net $640,319 $571,549
======== ========
Depreciation expense for 1996, 1995, and 1994 was $42,101, $33,416, and
$28,953, respectively. Capitalized interest for 1996, 1995, and 1994 was $3,383,
$5,308, and $2,227, respectively.
6. INCOME TAXES:
The provision for income taxes for the years ended December 31 consisted
of:
1996 1995 1994
------- ------- -------
Current:
Federal provision....................................... $56,698 $23,179 $28,851
State provision......................................... 1,653 3,861 1,721
------- ------- -------
Total current provision......................... 58,351 27,040 30,572
------- ------- -------
Deferred:
Federal provision (benefit)............................. 3,918 (568) (2,191)
State provision......................................... 678 1,028 1,070
------- ------- -------
Total deferred provision (benefit).............. 4,596 460 (1,121)
------- ------- -------
Total provision for income taxes................ $62,947 $27,500 $29,451
======= ======= =======
The effective tax rate as applied to income from continuing operations for
the years ended December 31 differed from the statutory federal rate due to the
following:
1996 1995 1994
---- ---- ----
Statutory federal rate...................................... 35% 35% 35%
State taxes................................................. 2 3 3
Other items, net............................................ (1) 2 1
-- -- --
36% 40% 39%
== == ==
F-13
77
The components of the net deferred tax liability as of December 31 were:
1996 1995
-------- --------
Deferred tax assets:
Amortization.............................................. $ 10,816 $ 10,851
Accounting reserves and accruals.......................... 6,452 17,480
Other, net................................................ 3,987 (4,640)
-------- --------
Total deferred tax assets......................... 21,255 23,691
-------- --------
Deferred tax liabilities:
Depreciation.............................................. 43,916 36,658
Accounting reserves and accruals.......................... 106,720 127,513
-------- --------
Total deferred tax liabilities.................... 150,636 164,171
-------- --------
Net deferred tax liability........................ $129,381 $140,480
======== ========
Provision is made for deferred federal and state income taxes in
recognition of certain temporary differences in reporting items of income and
expense for financial statement purposes and income tax purposes.
7. PAYABLE TO OLD GAYLORD:
New Gaylord has an intercompany account payable to Old Gaylord. New Gaylord
records interest expense on amounts borrowed from Old Gaylord at a rate
equivalent to the prime lending rate plus 1.25%. Interest expense recorded on
amounts payable to Old Gaylord, net of amounts capitalized and amounts deferred
related to the Systems, was $49,385, $40,197 and $26,988 for 1996, 1995 and
1994, respectively.
8. SIGNIFICANT BUSINESS RELATIONSHIP:
Westinghouse is primarily responsible for promoting and marketing TNN, CMT
and CMT International, selling advertising time on TNN and CMT, marketing TNN
and CMT to cable operators, and providing a satellite transponder to deliver TNN
programming to cable systems. In addition, Westinghouse owns 33% of CMT and CMT
International. Westinghouse receives a commission of 33% of TNN's applicable
gross receipts, net of agency commissions, and a commission of 10% of CMT's
gross receipts, net of agency commissions, up to a current maximum of $3,800
annually with regard to CMT, for its services. Westinghouse commissions under
these agreements were approximately $86,600, $73,700 and $65,900 in 1996, 1995
and 1994, respectively. Commissions payable to Westinghouse at December 31, 1996
and 1995, were approximately $15,300 and $15,100 respectively, and are included
in accounts payable and accrued liabilities in the accompanying consolidated
balance sheets.
9. COMMITMENTS AND CONTINGENCIES:
Rental expense was $11,111, $8,259, and $8,247 for 1996, 1995 and 1994,
respectively. Future minimum lease commitments under all noncancelable operating
leases in effect as of December 31, 1996 are as follows:
1997........................................................ $ 14,075
1998........................................................ 16,224
1999........................................................ 16,255
2000........................................................ 16,581
2001........................................................ 6,508
Years thereafter............................................ 58,013
--------
Total............................................. $127,656
========
New Gaylord is involved in certain legal actions and claims on a variety of
matters. It is the opinion of management that such legal actions will not have a
material effect on the results of operations, financial condition or liquidity
of New Gaylord.
F-14
78
10. FINANCIAL REPORTING BY BUSINESS SEGMENTS:
The following reflects New Gaylord's revenues, operating income,
depreciation and amortization, capital expenditures and identifiable assets by
business segment for the years ended or as of December 31:
1996 1995 1994
---------- ---------- --------
Revenues:
Hospitality and attractions....................... $ 313,023 $ 276,638 $274,494
Broadcasting and music............................ 102,368 148,175 169,538
Cable networks.................................... 331,767 282,647 243,899
---------- ---------- --------
Total..................................... $ 747,158 $ 707,460 $687,931
========== ========== ========
Operating income:
Hospitality and attractions....................... $ 45,941 $ 40,215 $ 38,305
Broadcasting and music............................ 23,846 19,578 37,837
Cable networks.................................... 84,884 74,459 63,343
Corporate......................................... (25,061) (22,410) (20,976)
---------- ---------- --------
Total..................................... $ 129,610 $ 111,842 $118,509
========== ========== ========
Depreciation and amortization:
Hospitality and attractions....................... $ 28,861 $ 21,782 $ 19,040
Broadcasting and music............................ 4,421 3,954 3,854
Cable networks.................................... 12,406 9,522 7,758
Corporate......................................... 3,168 2,828 2,293
---------- ---------- --------
Total..................................... $ 48,856 $ 38,086 $ 32,945
========== ========== ========
Capital expenditures:
Hospitality and attractions....................... $ 85,692 $ 147,826 $110,695
Broadcasting and music............................ 4,572 8,506 3,728
Cable networks.................................... 21,522 17,229 9,526
Corporate......................................... 3,756 1,664 10,998
---------- ---------- --------
Total..................................... $ 115,542 $ 175,225 $134,947
========== ========== ========
Identifiable assets:
Hospitality and attractions....................... $ 643,532 $ 565,530 $441,479
Broadcasting and music............................ 86,960 130,742 155,977
Cable networks.................................... 208,482 174,931 147,948
Corporate......................................... 213,652 200,639 28,423
Net assets of discontinued operations............. -- -- 214,649
---------- ---------- --------
Total..................................... $1,152,626 $1,071,842 $988,476
========== ========== ========
F-15
79
NEW GAYLORD ENTERTAINMENT COMPANY AND SUBSIDIARIES
(A WHOLLY OWNED SUBSIDIARY OF GAYLORD ENTERTAINMENT COMPANY)
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996
(UNAUDITED)
(AMOUNTS IN THOUSANDS)
1997 1996
-------- --------
Revenues.................................................... $163,425 $138,857
Operating expenses:
Operating costs........................................... 102,804 88,944
Selling, general and administrative....................... 33,176 27,550
Depreciation and amortization............................. 11,835 8,634
-------- --------
Operating income.................................. 15,610 13,729
Interest expense............................................ (10,802) (9,721)
Interest income............................................. 5,759 5,210
Other gains (losses)........................................ (446) 74,121
-------- --------
Income before provision for income taxes.......... 10,121 83,339
Provision for income taxes.................................. 3,358 33,346
-------- --------
Net income........................................ $ 6,763 $ 49,993
======== ========
The accompanying notes are an integral part of these condensed consolidated
financial statements.
F-16
80
NEW GAYLORD ENTERTAINMENT COMPANY AND SUBSIDIARIES
(A WHOLLY OWNED SUBSIDIARY OF GAYLORD ENTERTAINMENT COMPANY)
CONDENSED CONSOLIDATED BALANCE SHEETS
MARCH 31, 1997 AND DECEMBER 31, 1996
(UNAUDITED)
(AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)
MARCH 31, DECEMBER 31,
1997 1996
---------- ------------
ASSETS
Current assets:
Cash...................................................... $ 7,189 $ 9,785
Trade receivables, less allowance of $3,668 and $3,276,
respectively........................................... 119,664 108,643
Program rights............................................ 17,666 14,072
Other assets.............................................. 59,914 45,975
---------- ----------
Total current assets.............................. 204,433 178,475
---------- ----------
Program rights.............................................. 20,011 26,472
Property and equipment, net of accumulated depreciation..... 642,190 640,319
Intangible assets, net of accumulated amortization.......... 38,544 39,363
Investments................................................. 64,915 65,190
Long-term notes and interest receivable..................... 189,604 184,138
Other assets................................................ 24,729 18,669
---------- ----------
Total assets...................................... $1,184,426 $1,152,626
========== ==========
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Accounts payable and accrued liabilities.................. $ 94,621 $ 84,276
Program contracts payable................................. 21,676 14,943
---------- ----------
Total current liabilities......................... 116,297 99,219
---------- ----------
Payable to Old Gaylord...................................... 489,731 476,316
Program contracts payable................................... 16,664 24,661
Deferred income taxes....................................... 133,634 129,381
Other liabilities........................................... 5,344 6,991
Minority interest........................................... 14,782 14,847
Commitments and contingencies
Stockholder's equity:
Common stock, $100 par value, 10,000 shares authorized,
1,000 shares issued and outstanding.................... 100 100
Class B common stock, $.01 par value, 10,000 shares
authorized, no shares issued or outstanding............ -- --
Additional paid-in capital................................ 92,400 92,400
Retained earnings......................................... 315,474 308,711
---------- ----------
Total stockholder's equity........................ 407,974 401,211
---------- ----------
Total liabilities and stockholder's equity........ $1,184,426 $1,152,626
========== ==========
The accompanying notes are an integral part of these condensed consolidated
financial statements.
F-17
81
NEW GAYLORD ENTERTAINMENT COMPANY AND SUBSIDIARIES
(A WHOLLY OWNED SUBSIDIARY OF GAYLORD ENTERTAINMENT COMPANY)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996
(UNAUDITED)
(AMOUNTS IN THOUSANDS)
1997 1996
-------- --------
Cash Flows from Operating Activities:
Net income................................................ $ 6,763 $ 49,993
Amounts to reconcile net income to net cash flows used in
operating activities:
Depreciation and amortization.......................... 11,835 8,634
Provision for deferred income taxes.................... 4,254 3,627
Noncash interest income................................ (5,567) (4,971)
Gain on sale of television station..................... -- (73,850)
Changes in:
Trade receivables.................................... (11,021) (5,531)
Program rights and program contracts payable......... 1,603 (224)
Accounts payable and accrued liabilities............. 10,344 29,776
Other, net........................................... (19,836) (11,528)
-------- --------
Net cash flows used in operating activities....... (1,625) (4,074)
-------- --------
Cash Flows from Investing Activities:
Proceeds from sale of television station, net of direct
selling costs.......................................... -- 98,544
Investments in, advances to and distributions from
affiliates, net........................................ -- 549
Purchases of property and equipment, net.................. (13,535) (31,551)
Payment upon disposal of Fiesta Texas partnership
interest............................................... -- (12,976)
Other, net................................................ 607 (2,453)
-------- --------
Net cash flows provided by (used in) investing
activities...................................... (12,928) 52,113
-------- --------
Cash Flows from Financing Activities:
Borrowings from (repayments to) Old Gaylord, net.......... 13,415 (46,656)
Borrowings (repayments) of long-term debt, net............ (1,458) 151
-------- --------
Net cash flows provided by (used in) financing
activities............................................ 11,957 (46,505)
-------- --------
Net change in cash.......................................... (2,596) 1,534
Cash, beginning of period................................... 9,785 8,863
-------- --------
Cash, end of period......................................... $ 7,189 $ 10,397
======== ========
The accompanying notes are an integral part of these condensed consolidated
financial statements.
F-18
82
NEW GAYLORD ENTERTAINMENT COMPANY AND SUBSIDIARIES
(A WHOLLY OWNED SUBSIDIARY OF GAYLORD ENTERTAINMENT COMPANY)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(AMOUNTS IN THOUSANDS)
1. BASIS OF PRESENTATION
New Gaylord Entertainment Company ("New Gaylord"), formerly Gaylord
Broadcasting Company, is a wholly owned subsidiary of Gaylord Entertainment
Company ("Old Gaylord"). The unaudited condensed consolidated financial
statements include the accounts of New Gaylord and its subsidiaries and have
been prepared by New Gaylord pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote disclosures
normally included in annual financial statements prepared in accordance with
generally accepted accounting principles have been condensed or omitted pursuant
to such rules and regulations, although New Gaylord believes that the
disclosures are adequate to make the financial information presented not
misleading. It is suggested that these unaudited condensed consolidated
financial statements be read in conjunction with the audited consolidated
financial statements and notes thereto of New Gaylord as of December 31, 1996
and 1995 and for each of the three years in the period ended December 31, 1996.
In the opinion of management, all adjustments necessary for a fair statement of
the results of operations for the interim periods have been included. However,
the consolidated financial information included herein may not necessarily
reflect the consolidated results of operations, financial position, and cash
flows of New Gaylord had New Gaylord been a separate, stand-alone entity during
the periods presented. The results of operations for such interim periods are
not necessarily indicative of the results for a full year.
2. WESTINGHOUSE MERGER
On February 9, 1997, Old Gaylord entered into an agreement (the "Merger
Agreement") with Westinghouse and G Acquisition Corp., a wholly owned subsidiary
of Westinghouse ("Sub"), pursuant to which Sub will be merged (the "Merger")
with and into Old Gaylord, with Old Gaylord continuing as the surviving
corporation and a wholly owned subsidiary of Westinghouse. Prior to the Merger,
Old Gaylord will be restructured (the "Restructuring") so that the assets and
liabilities that are part of Old Gaylord's hospitality, attractions, music,
television and radio businesses, including all of Old Gaylord's long-term debt,
as well as the Country Music Television cable networks outside of the United
States and Canada ("CMT International") and the management of and option to
acquire Z Music, Inc. ("Z Music"), will be transferred to or retained by New
Gaylord. As a result of the Restructuring and the Merger, substantially all of
the assets of Old Gaylord's cable networks business, consisting primarily of TNN
and the U.S. and Canadian operations of CMT, and certain other related
businesses (collectively, the "Cable Networks Business") and certain liabilities
to the extent that they arise out of the Cable Networks Business, will be held
by Old Gaylord or one of its subsidiaries (other than New Gaylord or its
subsidiaries after giving effect to the Restructuring) and will be acquired by
Westinghouse in the Merger.
Following the Restructuring and on the day prior to the effective time of
the Merger, Old Gaylord will distribute (the "Distribution") pro rata to its
stockholders all of the outstanding capital stock of New Gaylord. As a result of
the Distribution, each holder of record of Class A Common Stock, $.01 par value
("Old Gaylord Class A Common Stock"), and Class B Common Stock, $.01 par value
("Old Gaylord Class B Common Stock," and together with Old Gaylord Class A
Common Stock, "Old Gaylord Common Stock"), of Old Gaylord on the record date for
the Distribution will receive a number of shares of Common Stock, $.01 par
value, of New Gaylord ("New Gaylord Common Stock") equal to one-third the number
of shares of Old Gaylord Common Stock held by such holder, and cash in lieu of
any fractional shares of New Gaylord Common Stock.
In the Merger, Old Gaylord's stockholders will receive shares of
Westinghouse common stock valued at the agreed upon transaction price of
$1,550,000, at a per share consideration to be determined in accordance with the
Merger Agreement that will be based upon the market price of the Westinghouse
common stock and the number of outstanding shares of Old Gaylord Common Stock.
The Distribution and the Merger are subject to the satisfaction or waiver of a
number of conditions, including Old Gaylord stockholder approval of the Merger
and
F-19
83
certain regulatory approvals, including an Internal Revenue Service ruling that
the Distribution, the Merger, and certain aspects of the Restructuring will be
tax-free transactions. The Distribution and Merger are expected to occur during
1997.
In connection with the Merger, New Gaylord and Old Gaylord (or one or more
of their respective subsidiaries) plan to enter into agreements pertaining to
their ongoing business relationship. In addition, each party will agree not to
compete with the other in certain areas of the cable networks industry.
F-20
84
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
The accompanying Unaudited Pro Forma Consolidated Statements of Income for
the three-month period ended March 31, 1997 and for the year ended December 31,
1996 are presented as if the Restructuring, the Recapitalization, the
Distribution and the Merger (the "Transactions") had occurred on January 1, 1997
and January 1, 1996, respectively. The Unaudited Pro Forma Consolidated Balance
Sheet is presented as if the Transactions had occurred on March 31, 1997. These
pro forma financial statements are presented for illustrative purposes only and
may not be indicative of the actual financial position or results of operations
that would have been obtained if the Transactions had occurred on such dates or
that may be realized in the future. The results of operations for the interim
period are not necessarily indicative of the results for the full year. The pro
forma information should be read in conjunction with the consolidated financial
statements and the notes thereto included elsewhere herein.
F-21
85
NEW GAYLORD ENTERTAINMENT COMPANY
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 1997
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
ADJUSTMENTS
ADJUSTMENTS TO TO REFLECT
HISTORICAL REFLECT THE THE PRO FORMA
DATA RESTRUCTURING(1) MERGER(2) DATA(3)(4)
---------- ---------------- ----------- ----------
Revenues...................................... $163,425 $21,643 $(79,962) $105,106
Operating expenses:
Operating costs............................. 102,804 13,097 (45,360) 70,541
Selling, general and administrative......... 33,176 8,333 (10,048) 31,461
Depreciation and amortization............... 11,835 704 (2,812) 9,727
-------- ------- -------- --------
Operating income (loss)............. 15,610 (491) (21,742) (6,623)
Interest expense.............................. (10,802) 3,220 (33) (7,615)
Interest income............................... 5,759 22 (26) 5,755
Other gains (losses).......................... (446) (12) 450 (8)
-------- ------- -------- --------
Income (loss) before provision (benefit) for
income taxes................................ 10,121 2,739 (21,351) (8,491)
Provision (benefit) for income taxes.......... 3,358 886(5) (8,467)(5) (4,223)
-------- ------- -------- --------
Net income (loss)................... $ 6,763 $ 1,853 $(12,884) $ (4,268)
======== ======= ======== ========
Pro forma net loss per share.................. $ (0.13)
========
Pro forma weighted average shares
outstanding................................. 32,474(6)
========
- ---------------
(1) The pro forma adjustments reflect the effects of the Restructuring as if it
had occurred on January 1, 1997. These adjustments assign Old Gaylord's
external long-term debt and operating activities, including Word subsequent
to its acquisition, to New Gaylord and remove New Gaylord's intercompany
debt balance payable to Old Gaylord. Interest expense has been adjusted to
reflect the differences in debt levels and related interest rates and to
remove intercompany interest charges.
(2) The pro forma adjustments reflect the effects of the Merger as if it
occurred on January 1, 1997, including the removal of the results of
operations of the Cable Networks Business from New Gaylord's results of
operations.
(3) The pro forma adjustments exclude certain non-recurring expenses which will
be incurred in connection with or due to the Transactions. The non-recurring
expenses are estimated to be approximately $20 million.
(4) In connection with to the Merger, New Gaylord and Old Gaylord (or one or
more of their respective subsidiaries) will enter into a number of
agreements pertaining to their ongoing business relationship. The financial
impact of such agreements to New Gaylord is not expected to be material and
has not been reflected in the pro forma adjustments.
(5) Reflects the adjustment of income tax expense to the expected effective tax
rates.
(6) The pro forma weighted average shares outstanding assume that the capital
structure subsequent to the Recapitalization and the Distribution was in
place as of January 1, 1997, and gives effect to the dilution related to
common stock equivalents.
F-22
86
NEW GAYLORD ENTERTAINMENT COMPANY
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1996
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
ADJUSTMENTS ADJUSTMENTS PRO
HISTORICAL TO REFLECT THE TO REFLECT FORMA
DATA RESTRUCTURING(1) THE MERGER(2) DATA(3)(4)
---------- ---------------- ------------- ----------
Revenues.................................... $747,158 $ -- $(320,612) $426,546
Operating expenses:
Operating costs........................... 443,236 -- (182,061) 261,175
Selling, general and administrative....... 125,456 3 (29,873) 95,586
Depreciation and amortization............. 48,856 -- (10,415) 38,441
-------- ------- --------- --------
Operating income....................... 129,610 (3) (98,263) 31,344
Interest expense............................ (49,880) 30,342 562 (18,976)
Interest income............................. 21,580 1,324 -- 22,904
Other gains (losses)........................ 72,220 (479) 2,540 74,281
-------- ------- --------- --------
Income before provision for income taxes.... 173,530 31,184 (95,161) 109,553
Provision for income taxes.................. 62,947 10,602(5) (37,779)(5) 35,770
-------- ------- --------- --------
Net income................................ $110,583 $20,582 $ (57,382) $ 73,783
======== ======= ========= ========
Pro forma net income per share.............. $ 2.26
========
Pro forma weighted average shares
outstanding............................... 32,585(6)
========
- ---------------
(1) The pro forma adjustments reflect the effects of the Restructuring as if it
had occurred on January 1, 1996. These adjustments assign Old Gaylord's
external long-term debt and operating activities to New Gaylord and remove
New Gaylord's intercompany debt balance payable to Old Gaylord. Interest
expense has been adjusted to reflect the differences in debt levels and
related interest rates and to remove intercompany interest charges.
(2) The pro forma adjustments reflect the effects of the Merger as if it
occurred on January 1, 1996, including the removal of the results of
operations of the Cable Networks Business from New Gaylord's results of
operations.
(3) The pro forma adjustments exclude certain non-recurring expenses which will
be incurred in connection with or due to the Transactions. The non-recurring
expenses are estimated to be approximately $20 million.
(4) In connection with to the Merger, New Gaylord and Old Gaylord (or one or
more of their respective subsidiaries) will enter into a number of
agreements pertaining to their ongoing business relationship. The financial
impact of such agreements to New Gaylord is not expected to be material and
has not been reflected in the pro forma adjustments.
(5) Reflects the adjustment of income tax expense to the expected effective tax
rates.
(6) The pro forma weighted average shares outstanding assume that the capital
structure subsequent to the Recapitalization and the Distribution was in
place as of January 1, 1996, and gives effect to the dilution related to
common stock equivalents.
F-23
87
NEW GAYLORD ENTERTAINMENT COMPANY
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
MARCH 31, 1997
(AMOUNTS IN THOUSANDS)
ADJUSTMENTS
ADJUSTMENTS TO REFLECT
HISTORICAL TO REFLECT THE THE PRO FORMA
DATA RESTRUCTURING(1) MERGER(2)(3) DATA
---------- ---------------- ------------- ----------
Cash.......................................... $ 7,189 $ 1,138 $ (2,080) $ 6,247
Trade receivables, net........................ 119,664 33,208 (58,328) 94,544
Other current assets.......................... 77,580 35,849 (33,196) 80,233
---------- --------- --------- ----------
Total current assets................ 204,433 70,195 (93,604) 181,024
Property and equipment, net................... 642,190 1,107 (54,743) 588,554
Intangible assets, net........................ 38,544 66,985 (32,270) 73,259
Investments................................... 64,915 846 (1,025) 64,736
Long-term notes and interest receivable....... 189,604 27,097 -- 216,701
Other assets.................................. 44,740 13,620 (13,798) 44,562
---------- --------- --------- ----------
Total assets........................ $1,184,426 $ 179,850 $(195,440) $1,168,836
========== ========= ========= ==========
Current portion of long-term debt............. $ -- $ 37,420 $ -- $ 37,420
Accounts payable and accrued expenses......... 94,621 39,114 (12,958) 120,777
Other current liabilities..................... 21,676 -- (4,823) 16,853
---------- --------- --------- ----------
Total current liabilities........... 116,297 76,534 (17,781) 175,050
Due to Old Gaylord............................ 489,731 (489,731) -- --
Long-term debt................................ 4,559 478,331 (4,559) 478,331
Deferred income taxes......................... 133,634 (13,095) (5,775) 114,764
Other liabilities and minority interest....... 32,231 22,489 (15,716) 39,004
Stockholders' equity.......................... 407,974 105,322 (151,609) 361,687
---------- --------- --------- ----------
Total liabilities and stockholders'
equity............................ $1,184,426 $ 179,850 $(195,440) $1,168,836
========== ========= ========= ==========
- ---------------
(1) The pro forma adjustments reflect the effects of the Restructuring as if it
had occurred on March 31, 1997. These adjustments assign Old Gaylord's
assets and liabilities, including external long-term debt and the assets and
liabilities of Word, to New Gaylord. Intercompany debt to Old Gaylord is
removed in the Restructuring.
(2) The pro forma adjustments reflect the effects of the Merger as if it
occurred on March 31, 1997. These adjustments remove the financial position
of the Cable Networks Business from Old Gaylord's reported financial
position.
(3) The pro forma adjustments include the accrual of certain non-recurring
expenses which will be incurred in connection with or as a result of the
Transactions. These pre-tax non-recurring expenses are estimated to be
approximately $20 million, including certain asset write-downs of
approximately $3 million.
F-24
88
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
NEW GAYLORD ENTERTAINMENT COMPANY
By: /s/ TERRY E. LONDON
------------------------------------
Terry E. London
President and Chief Executive
Officer
Date: June 11, 1997
89
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- -------- -----------
2.1+ -- Basic Agreement, dated as of December 15, 1993, among
BASSGEC Management Company, Bass Pro Shops, Inc., Trackmar
Corporation, Finley River Properties, Inc., John L. Morris,
Trustee of the John L. Morris Revocable Living Trust, U/T/A
dated December 23, 1986, as amended, Hospitality and Leisure
Management, Inc., John L. Morris, and the Company
(incorporated by reference to Exhibit 2.1 to Old Gaylord's
Registration Statement on Form S-3 (Registration No.
33-74552)).
2.2+ -- Asset Purchase Agreement by and among Cencom Cable
Television, Inc., Lenoir TV Cable, Inc., CCT Holdings
Corporation and CCA Holdings Corporation dated as of March
30, 1995 (incorporated by reference to Exhibit 2 to Old
Gaylord's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1995).
2.3 -- Amendment 1 to the Asset Purchase Agreement by and among
Cencom Cable Television, Inc., Lenoir TV Cable, Inc., CCT
Holdings Corporation and CCA Holdings Corporation dated as
of May 24, 1995 (incorporated by reference to Exhibit 2.2 to
Old Gaylord's Current Report on Form 8-K filed with the
Securities and Exchange Commission on October 13, 1995).
2.4 -- Amendment 2 to the Asset Purchase Agreement by and among
Cencom Cable Television, Inc., Lenoir TV Cable, Inc., CCT
Holdings Corporation and CCA Holdings Corporation dated as
of September 29, 1995 (incorporated by reference to Exhibit
2.3 to Old Gaylord's Current Report on Form 8-K filed with
the Securities and Exchange Commission on October 13, 1995).
2.5+ -- Asset Purchase Agreement dated as of September 15, 1995
between Tribune Broadcasting Company and Gaylord
Broadcasting Company, L.P. (incorporated by reference to
Exhibit 2.5 to Old Gaylord's Annual Report on Form 10-K for
the year ended December 31, 1995).
2.6+ -- Asset Purchase Agreement, dated as of November 21, 1996 by
and among Thomas Nelson, Inc., Word, Incorporated and Word
Direct Partners, L.P. as Sellers and Gaylord Entertainment
Company as Buyer (incorporated by reference to Exhibit 2.1
to the Current Report on Form 8-K, dated January 6, 1997, of
Thomas Nelson, Inc.).
2.7+ -- Amendment No. 1 to the Asset Purchase Agreement dated as of
January 6, 1997, by and among Thomas Nelson, Inc., Word
Incorporated and Word Direct Partners, L.P. as Sellers and
Gaylord Entertainment Company as Buyer (incorporated by
reference to Exhibit 2.2 to the Current Report on Form 8-K,
dated January 6, 1997, of Thomas Nelson, Inc.).
2.8+ -- Asset Purchase Agreement, dated as of January 6, 1997, by
and between Nelson Word Limited and Word Entertainment
Limited (incorporated by reference to Exhibit 2.3 to the
Current Report on Form 8-K, dated January 6, 1997, of Thomas
Nelson, Inc.).
2.9+ -- Subsidiary Asset Purchase Agreement executed on January 6,
1997 and dated as of November 21, 1996 between Word
Communications, Ltd. and Word Entertainment (Canada), Inc.
(incorporated by reference to Exhibit 2.4 to the Current
Report on Form 8-K, dated January 6, 1997, of Thomas Nelson,
Inc.).
2.10+ -- Asset Purchase Agreement by and between Cox Broadcasting,
Inc. and Gaylord Broadcasting Company, L.P. dated January
20, 1997 (incorporated by reference to Exhibit 2.10 to Old
Gaylord's Annual Report on Form 10-K, as amended by Form
10-K/A, for the year ended December 31, 1996).
2.11+ -- Agreement and Plan of Merger dated February 9, 1997 by and
among Westinghouse Electric Corporation, G Acquisition Corp.
and Gaylord Entertainment Company and Agreement and Plan of
Distribution attached as Annex A thereto (incorporated by
reference to Exhibit 2.1 to Old Gaylord's Current Report on
Form 8-K dated February 9, 1997).
3.1** -- Restated Certificate of Incorporation of New Gaylord.
90
EXHIBIT
NUMBER DESCRIPTION
- -------- -----------
3.2** -- Restated By-laws of New Gaylord.
4.1** -- Specimen of New Gaylord Common Stock certificate.
9.1 -- Voting Trust Agreement ("Voting Trust Agreement") dated as
of October 3, 1990 between certain stockholders of The
Oklahoma Publishing Company and Edward L. Gaylord, Edith
Gaylord Harper, Christine Gaylord Everest, E. K. Gaylord II
and Martin C. Dickinson, as Voting Trustees (incorporated by
reference to Exhibit 9.1 to Old Gaylord's Registration
Statement on Form S-1 (Registration No. 33-42329)).
9.2 -- Amendment No. 1 to Voting Trust Agreement dated as of
October 7, 1991 between certain stockholders of The Oklahoma
Publishing Company and Edward L. Gaylord, Edith Gaylord
Harper, Christine Gaylord Everest, Edward K. Gaylord II and
Martin C. Dickinson, as Voting Trustees (incorporated by
reference to Exhibit 9.2 to Old Gaylord's Registration
Statement on Form S-1 (Registration No. 33-42329)).
10.1 -- Senior Subordinated Note issued on September 29, 1995 by CCT
Holdings Corporation in the original principal amount of
$165,687,890 (incorporated by reference to Exhibit 10.1 to
Old Gaylord's Current Report on Form 8-K filed with the
Securities and Exchange Commission on October 13, 1995).
10.2 -- Senior Subordinated Loan Agreement, dated as of September
29, 1995, between CCT Holdings and Cencom Cable Television,
Inc. (incorporated by reference to Exhibit 10.2 to Old
Gaylord's Current Report on Form 8-K filed with the
Securities and Exchange Commission on October 13, 1995).
10.3 -- Contingent Payment Agreement, dated as of September 29,
1995, between Charter Communications Entertainment, L.P.,
CCT Holdings Corporation and Cencom Cable Television, Inc.
(incorporated by reference to Exhibit 10.3 to Old Gaylord's
Current Report on Form 8-K filed with the Securities and
Exchange Commission on October 13, 1995).
10.4 -- Letter Agreement dated September 14, 1994 between CBS, Inc.
and Gaylord Broadcasting Company (d/b/a KTVT, Fort
Worth-Dallas) as modified by the Affiliation Agreement dated
December 2, 1994 between the parties as amended by the
letter agreement between the parties dated December 29, 1994
(incorporated by reference to Exhibit 10.20 of Old Gaylord's
Annual Report on Form 10-K for the year ended December 31,
1994).
10.5 -- Amended and Restated Limited Partnership Agreement of Bass
Pro, L.P. (incorporated by reference to Exhibit 2.3 to Old
Gaylord's Registration Statement on Form S-3 (Registration
No. 33-74552)).
10.6** -- Tax Disaffiliation Agreement dated as of , 1997
by and among Gaylord Entertainment Company, Gaylord
Broadcasting Company and Westinghouse Electric Corporation.
10.7** -- Post-Closing Covenants Agreement dated as of ,
1997, among Westinghouse Electric Corporation, Gaylord
Entertainment Company, Gaylord Broadcasting Company and
certain subsidiaries of Gaylord Broadcasting Company.
EXECUTIVE COMPENSATION PLANS AND MANAGEMENT CONTRACTS
10.8** -- New Gaylord Entertainment Company 1997 Stock Option and
Incentive Plan.
10.9 -- The Opryland USA Inc Supplemental Deferred Compensation Plan
(incorporated by reference to Exhibit 10.11 to Old Gaylord's
Registration Statement on Form S-1 (Registration No.
33-42329)).
10.10 -- The Opryland USA Inc Supplemental Executive Retirement Plan
(incorporated by reference to Exhibit 10.22 to Old Gaylord's
Annual Report on Form 10-K for the year ended December 31,
1992).
10.11 -- Gaylord Entertainment Company Excess Benefit Plan
(incorporated by reference to Exhibit 10.30 to Old Gaylord's
Annual Report on Form 10-K for the year ended December 31,
1994).
91
EXHIBIT
NUMBER DESCRIPTION
- -------- -----------
10.12 -- Gaylord Entertainment Company Supplemental Executive
Retirement Plan (incorporated by reference to Exhibit 10.31
to Old Gaylord's Annual Report on Form 10-K for the year
ended December 31, 1994).
10.13 -- Gaylord Entertainment Company Directors' Unfunded Deferred
Compensation Plan (incorporated by reference to Exhibit
10.32 to Old Gaylord's Annual Report on Form 10-K for the
year ended December 31, 1994).
10.14 -- Form of Severance Agreement between Old Gaylord
Entertainment Company and executive officers (incorporated
by reference to Exhibit 10.23 to Old Gaylord's Annual Report
on Form 10-K for the year ended December 31, 1996).
10.15 -- Form of Indemnity Agreement between Old Gaylord
Entertainment Company and its directors (incorporated by
reference to Exhibit 10.24 to Old Gaylord's Annual Report on
Form 10-K for the year ended December 31, 1996).
21** -- Subsidiaries of New Gaylord Entertainment Company.
27.1* -- Financial Data Schedule (for SEC use only).
27.2* -- Financial Data Schedule (for SEC use only).
- ---------------
+ As directed by Item 601(b)(2) of Regulation S-K, certain schedules and
exhibits to this exhibit are omitted from this filing. Registrant agrees to
furnish supplementally a copy of any omitted schedule or exhibit to the
Commission upon request.
* Filed herewith.
** To be filed by amendment.
5
1,000
12-MOS
DEC-31-1996
JAN-01-1996
DEC-31-1996
9,785
0
111,919
3,276
0
178,475
640,319
0
1,152,626
99,219
0
0
0
100
401,111
1,152,626
747,158
747,158
0
617,548
0
0
49,880
173,530
62,947
110,583
0
0
0
110,583
0
0
5
1,000
3-MOS
DEC-31-1997
JAN-01-1997
MAR-31-1997
7,189
0
123,332
3,668
0
204,433
642,190
0
1,184,426
116,297
0
0
0
100
407,874
1,184,426
163,425
163,425
0
147,815
0
0
10,802
10,121
3,358
6,763
0
0
0
6,763
0
0
