1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 - -------------------------------------------------------------------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): OCTOBER 27, 1999 (OCTOBER 12, 1999) GAYLORD ENTERTAINMENT COMPANY (Exact name of registrant as specified in its charter) DELAWARE (State or other jurisdiction of incorporation or organization) 1-13079 73-0664379 (Commission File Number) (I.R.S. employer identification number) ONE GAYLORD DRIVE, NASHVILLE, TENNESSEE 37214 (Address of principal executive offices) (Zip Code) (615) 316-6000 (Registrant's Telephone Number, Including Area Code) ------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report)
2 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. On October 12, 1999, the Registrant consummated the transactions contemplated by an Agreement and Plan of Merger, dated as of April 9, 1999 (as amended, the "Agreement"), whereby CBS Corporation ("CBS") acquired the Registrant's interest in the entities that own television station KTVT-TV located in Dallas-Fort Worth (the "KTVT Disposition"). The Registrant received shares of CBS Series B Participating Preferred Stock that are convertible into 10,141,691 shares of CBS Common Stock and certain other consideration described in the Agreement. The foregoing summary description of the Agreement and the transactions contemplated by the Agreement is qualified in its entirety by reference to the full text of the Agreement, a copy of which is annexed as Exhibit 2 to the Registrant's Report on Form 8-K as filed with the Securities and Exchange Commission on April 19, 1999 (the "Prior Report on Form 8-K"), a First Amendment to the Agreement, a copy of which is annexed as an exhibit to a filing by CBS with the Securities and Exchange Commission and incorporated by reference as Exhibit 2 hereto, an Amended and Restated Tax Matters Agreement, a copy of which is annexed as an exhibit to a filing by CBS with the Securities and Exchange Commission and incorporated by reference as Exhibit 10 hereto, and press releases by the Registrant, copies of which are annexed as Exhibit 99 to the Registrant's Prior Report on Form 8-K and as Exhibit 99 hereto, each of which is incorporated herein by this reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (b) Unaudited Pro Forma Condensed Consolidated Financial Statements. (i) Unaudited Pro Forma Condensed Consolidated Statements of Income of the Registrant for the year ended December 31, 1998 and for the six months ended June 30, 1999, giving effect to the KTVT Disposition as if such disposition had occurred as of the beginning of the periods presented; and (ii) Unaudited Pro Forma Condensed Consolidated Balance Sheet of the Registrant as of June 30, 1999, giving effect to the KTVT Disposition as of June 30, 1999. The accompanying Unaudited Pro Forma Condensed Consolidated Statements of Income for the six month period ended June 30, 1999 and for the year ended December 31, 1998 are presented as if the KTVT Disposition had occurred on January 1, 1999 and January 1, 1998, respectively. The Unaudited Pro Forma Condensed Consolidated Balance Sheet is presented as if the KTVT Disposition had occurred on June 30, 1999. These pro forma financial statements are presented for illustrative purposes only and may not be indicative of the actual results of operations or financial position that would have been obtained if the KTVT Disposition had occurred on such dates or that may be realized in the future. In the opinion of the Company's management, all adjustments considered necessary for a fair presentation of the pro forma data have been made. The results of operations for the interim period are not necessarily indicative of the operating results for the full year. The pro forma information should be read in conjunction with the audited consolidated financial statements and the notes thereto and Management's Discussion and Analysis of Financial Condition and Results of Operations included in the Company's Annual Report on Form 10-K for the year ended December 31, 1998.
3 GAYLORD ENTERTAINMENT COMPANY UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME FOR THE YEAR ENDED DECEMBER 31, 1998 (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA) Adjustments to Reflect Removal of KTVT Historical Operations Pro Forma Data (1)(2) Data --------- -------- --------- Revenues $ 524,475 $(51,636) $ 472,839 Operating expenses: Operating costs 315,077 (22,077) 293,000 Selling, general and administrative 123,681 (9,498) 114,183 Depreciation and amortization 42,784 (2,232) 40,552 --------- -------- --------- Operating income 42,933 (17,829) 25,104 Interest expense (30,031) -- (30,031) Interest income 25,606 -- 25,606 Other gains and losses 11,359 -- 11,359 --------- -------- --------- Income before provision for income taxes 49,867 (17,829) 32,038 Provision for income taxes 18,673 (6,864)(3) 11,809 --------- -------- --------- Net income $ 31,194 $(10,965) $ 20,229 ========= ======== ========= Pro forma net income per share $ 0.62 ========= Pro forma weighted average shares outstanding 32,805 ========= Pro forma net income per share - assuming dilution $ 0.61 ========= Pro forma weighted average shares outstanding - assuming dilution 33,158 ========= (1) The pro forma adjustments reflect the removal of the results of operations of KTVT from the Company's results of operations for the year ended December 31, 1998. (2) The pro forma adjustments do not include a $290,000 nonrecurring gain, net of deferred taxes, related to the disposal of KTVT as of January 1, 1998. (3) Reflects the adjustment of income tax expense to the expected effective tax rates.
4 GAYLORD ENTERTAINMENT COMPANY UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME FOR THE SIX MONTHS ENDED JUNE 30, 1999 (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA) Adjustments to Reflect Removal of KTVT Historical Operations Pro Forma Data (1)(2) Data --------- -------- --------- Revenues $ 241,501 $(23,975) $ 217,526 Operating expenses: Operating costs 156,254 (11,541) 144,713 Selling, general and administrative 62,072 (4,715) 57,357 Depreciation and amortization 24,398 (1,332) 23,066 --------- -------- --------- Operating income (1,223) (6,387) (7,610) Interest expense (7,018) -- (7,018) Interest income 1,394 -- 1,394 Other gains and losses 130,268 -- 130,268 --------- -------- --------- Income before provision for income taxes 123,421 (6,387) 117,034 Provision for income taxes 42,971 (2,459)(3) 40,512 --------- -------- --------- Net income $ 80,450 $ (3,928) $ 76,522 ========= ======== ========= Pro forma net income per share $ 2.33 ========= Pro forma weighted average shares outstanding 32,813 ========= Pro forma net income per share - assuming dilution $ 2.31 ========= Pro forma weighted average shares outstanding - assuming dilution 33,113 ========= (1) The pro forma adjustments reflect the removal of the results of operations of KTVT from the Company's results of operations for the six months ended June 30, 1999. (2) The pro forma adjustments do not include a $285,000 nonrecurring gain, net of deferred taxes, related to the disposal of KTVT as of January 1, 1999. (3) Reflects the adjustment of income tax expense to the expected effective tax rates.
5 GAYLORD ENTERTAINMENT COMPANY UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET JUNE 30, 1999 (AMOUNTS IN THOUSANDS) Adjustments Adjustments to Remove to Record Historical KTVT Net Disposition Pro Forma Data Assets(1) Proceeds(1) Data ---------- --------- ----------- ---------- Cash $ 11,255 $ -- $ 4,200 $ 15,455 Trade receivables, net 89,931 -- -- 89,931 Other current assets 73,998 (3,371) 600 71,227 ---------- -------- -------- ---------- Total current assets 175,184 (3,371) 4,800 176,613 Property and equipment, net 597,328 (19,998) -- 577,330 Intangible assets, net 117,302 -- -- 117,302 Investments 82,570 -- 485,000 567,570 Long-term notes receivable 36,768 -- -- 36,768 Other assets 36,759 (1,904) 5,400 40,255 ---------- -------- -------- ---------- Total assets $1,045,911 $(25,273) $495,200 $1,515,838 ========== ======== ======== ========== Current portion of long-term debt $ 1,125 $ -- $ -- $ 1,125 Accounts payable and accrued expenses 93,138 3,881 2,800 99,819 ---------- -------- -------- ---------- Total current liabilities 94,263 3,881 2,800 100,944 Long-term debt 272,011 -- -- 272,011 Deferred income taxes 51,146 -- 177,025 228,171 Other liabilities and minority interest 35,914 (1,959) 5,400 39,355 Stockholders' equity 592,577 -- 282,780 875,357 ---------- -------- -------- ---------- Total liabilities and stockholders' equity $1,045,911 $ 1,922 $468,005 $1,515,838 ========== ======== ======== ========== (1) These pro forma adjustments reflect the removal of the financial position of KTVT from the Company's reported financial position and the recognition of a gain based upon the disposal of KTVT. The gain on the disposal of KTVT is calculated as follows: Consideration received: CBS convertible preferred stock $ 485,000 Advertising rights 6,000 Cash 4,200 Direct selling costs (2,200) ------------- Total consideration 493,000 Net assets of KTVT (35,018) Assets retained by the Company 19,390 Liabilities retained by the Company (11,567) ------------- Net assets of KTVT acquired by CBS (27,195) Gain deferral related to advertising rights (6,000) ------------- Pretax gain on disposal 459,805 Deferred income taxes (177,025) ------------- Gain on disposal, net of deferred taxes $ 282,780 ============= (c) The exhibits to this report are listed in the Index to Exhibits set forth herein.
6 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. GAYLORD ENTERTAINMENT COMPANY By: /s/ THOMAS J. SHERRARD --------------------------------- Thomas J. Sherrard Secretary October 27, 1999
7 INDEX TO EXHIBITS Exhibit Number Description ------ ----------- 2+ First Amendment to the Agreement and Plan of Merger, dated as of October 8, 1999, by and among the Registrant, Gaylord Television Company, Gaylord Communications, Inc., CBS Corporation, CBS Dallas Ventures, Inc. and CBS Dallas Media, Inc. is incorporated by reference to Exhibit 2.3 to the Registration Statement on Form S-3 of CBS Corporation, as filed with the Securities and Exchange Commission on October 12, 1999. 10 Amended and Restated Tax Matters Agreement, dated as of October 8, 1999, by and among the Registrant, Gaylord Television Company, Gaylord Communications, Inc. and CBS Corporation is incorporated by reference to Exhibit 2.4 to the Registration Statement on Form S-3 of CBS Corporation, as filed with the Securities and Exchange Commission on October 12, 1999. 99 Press Release issued by the Registrant on October 12, 1999. - ---------------- + 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.
1 EXHIBIT 99 MEDIA CONTACT: Tom Adkinson TELEPHONE: (615) 316-6302 E-MAIL: tadkinson@gaylordentertainment.com INVESTOR CONTACT: J. Russell Worsham TELEPHONE: (615) 316-6564 E-MAIL: rworsham@gaylordentertainment.com GAYLORD ENTERTAINMENT ANNOUNCES CLOSING OF KTVT TRANSACTION NASHVILLE, Tenn. (October 12, 1999) -- Gaylord Entertainment Company (NYSE: GET) announced today that the acquisition of KTVT, Dallas-Fort Worth, by CBS Corporation (NYSE: CBS) has been completed. Gaylord Entertainment received shares of CBS Series B convertible preferred stock that are convertible into 10,141,691 shares of CBS common stock. As previously announced, Gaylord Entertainment will also receive $1 million of advertising time on the station annually over the next 10 years. The transaction is expected to result in a gain, after recording deferred taxes, of approximately $280 million, or $8.45 per diluted share, to be recorded in the fourth quarter of 1999. Gaylord Entertainment, headquartered in Nashville, is a diversified entertainment company with operations in hospitality, attractions, music, entertainment, broadcasting and cable networks. Among its properties are WSM Radio and the Grand Ole Opry, the Opryland Hotel, Acuff-Rose Music Publishing, Word Entertainment, Country Music Television International, Z Music Television, the Wildhorse Saloon, the Ryman Auditorium, Cornerstone Sports, WWTN Radio and Opryland Productions. (Note: Certain matters discussed herein are forward looking statements that involve risks and uncertainties, including growth in the popularity of country music and country lifestyles; growth in the popularity of Christian music and family values lifestyles; the ability to control costs relating to the development of the Opry Mills retail complex; the ability to integrate the operations of acquired businesses into the Company's operations; the advertising market in the United States in general and in the Company's local television and radio markets in particular; the perceived attractiveness of Nashville, Tennessee and the Company's properties as a convention and tourist destination; the ability of the Opryland Hospitality Group to successfully develop hotel properties in other markets; consumer tastes and preferences for the Company's programming and other entertainment offerings; competition; the impact of weather on construction schedules; and consolidation in the broadcasting and cable distribution industries. These risks and uncertainties are detailed from time to time in the Company's SEC reports, including the report on Form 10-Q for the quarter ended June 30, 1999.)