UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 14, 2002
GAYLORD ENTERTAINMENT COMPANY
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(Exact name of registrant as specified in its charter)
Delaware 1-13079 73-0664379
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(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer
Identification No.)
One Gaylord Drive
Nashville, Tennessee 37214
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (615) 316-6000
Not Applicable
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(Former name or former address, if changed since last report)
The information in this report, including the exhibits, is furnished pursuant to
Item 9 and shall not be deemed to be "filed" for the purposes of Section 18 of
the Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that Section.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits:
99.1 Certification of Colin V. Reed pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
99.2 Certification of David C. Kloeppel pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
ITEM 9. REGULATION FD DISCLOSURE.
On August 14, 2002, the registrant filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q for the period ended June 30, 2002
accompanied by the certifications of Colin V. Reed, the registrant's Chief
Executive Officer, and David C. Kloeppel, the registrant's Chief Financial
Officer, required pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002. Conformed copies of these
certifications are attached hereto as Exhibits 99.1 and 99.2.
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 hereunto duly authorized.
GAYLORD ENTERTAINMENT COMPANY
Date: August 14, 2002 By: /s/ Carter R. Todd
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Carter R. Todd
Senior Vice President, General Counsel
and Secretary
EXHIBIT INDEX
No. Exhibit
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99.1 Certification of Colin V. Reed pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
99.2 Certification of David C. Kloeppel pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
EXHIBIT 99.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Gaylord Entertainment Company (the
"Company") on Form 10-Q for the period ending June 30, 2002, as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Colin
V. Reed, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C.
ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002,
that:
(1) The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.
/s/ Colin V. Reed
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Colin V. Reed
Chief Executive Officer
August 14, 2002
EXHIBIT 99.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Gaylord Entertainment Company (the
"Company") on Form 10-Q for the period ending June 30, 2002, as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, David
C. Kloeppel, Chief Financial Officer of the Company, certify, pursuant to 18
U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of
2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.
/s/ David C. Kloeppel
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David C. Kloeppel
Chief Financial Officer
August 14, 2002
