SECURITIES AND EXCHANGE COMMISSION
Form S-3
Gaylord Entertainment Company
| Delaware | 73-0664379 | |
|
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employee Identification Number) |
One Gaylord Drive
Carter R. Todd, Esq.
Copy to:
|
F. Mitchell Walker, Jr., Esq. Bass, Berry & Sims PLC 315 Deaderick Street, Suite 2700 Nashville, Tennessee 37238 (615) 742-6200 |
Frederic T. Spindel Matthew B. Swartz Venable LLP 575 7th Street, NW Washington, DC 20004 (202) 344-4800 |
Andrew R. Schleider Shearman & Sterling LLP 599 Lexington Avenue New York, New York 10022 (212) 848-4000 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement is declared effective.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. o
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x 333-114293
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. o
CALCULATION OF REGISTRATION FEE
| Proposed Maximum | Proposed Maximum | |||||||
| Title of Each Class of | Offering Price Per | Aggregate Offering | Amount of | |||||
| Securities to be Registered | Amount to be Registered | Share (1) | Price (1) | Registration Fee | ||||
|
Common Stock, $0.01 par value
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1,319,107 shares | $31.75 | $41,881,647.25 | $5,306.41 | ||||
| (1) | For the purpose of computing the registration fee, pursuant to Rule 457 under the Securities Act, based on the price to public of the shares. |
This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933.
Explanatory Note
This registration statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and includes the registration statement facing page, this page, the signature pages, an exhibit index and certain exhibits. Pursuant to Rule 462(b), the contents of the registration statement on Form S-3 (File No. 333-114293) (the “Original Form S-3”) of Gaylord Entertainment Company, including the exhibits thereto and each of the documents incorporated by reference therein, are incorporated by reference in this registration statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Nashville, State of Tennessee, on the 27th day of April, 2004.
| GAYLORD ENTERTAINMENT COMPANY |
| By: | /s/ CARTER R. TODD |
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| Carter R. Todd | |
| Senior Vice President, Secretary and | |
| General Counsel | |
April 27, 2004
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
| Signature | Title | Date | ||||
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* Michael D. Rose |
Chairman of the Board | April 27, 2004 | ||||
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* E. K. Gaylord II |
Director | April 27, 2004 | ||||
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* Robert P. Bowen |
Director | April 27, 2004 | ||||
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* Laurence S. Geller |
Director | April 27, 2004 | ||||
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* E. Gordon Gee |
Director | April 27, 2004 | ||||
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* Ralph Horn |
Director | April 27, 2004 | ||||
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* Michael I. Roth |
Director | April 27, 2004 | ||||
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* Colin V. Reed |
Director, President and Chief Executive Officer (Principal Executive Officer) | April 27, 2004 | ||||
| Signature | Title | Date | ||||
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* David C. Kloeppel |
Executive Vice President and Chief Financial Officer (Principal Financial Officer) | April 27, 2004 | ||||
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* Rod Connor |
Senior Vice President, Chief Administrative Officer, and Assistant Secretary (Principal Accounting Officer) | April 27, 2004 | ||||
| * |
/s/ CARTER R. TODD Carter R. Todd Attorney-in-fact |
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EXHIBIT INDEX
| 5 | .1 | Opinion of Bass, Berry & Sims PLC | ||
| 23 | .1 | Consent of Ernst & Young LLP | ||
| 23 | .2 | Consent of Bass, Berry & Sims PLC (included in Exhibit 5.1) | ||
| 24 | .1 | Powers of attorney (contained on the signature page of the Original Form S-3) |
. . . EXHIBIT 5.1 BASS, BERRY & SIMS PLC A PROFESSIONAL LIMITED LIABILITY COMPANY ATTORNEYS AT LAW KNOXVILLE OFFICE DOWNTOWN OFFICE: 900 SOUTH GAY STREET, SUITE 1700 REPLY TO: AMSOUTH CENTER KNOXVILLE, TN 37902 AMSOUTH CENTER 315 DEADERICK STREET, SUITE 2700 (865) 521-6200 315 DEADERICK STREET, SUITE 2700 NASHVILLE, TN 37238-3001 NASHVILLE, TN 37238-3001 (615) 742-6200 MEMPHIS OFFICE (615) 742-6200 THE TOWER AT PEABODY PLACE MUSIC ROW OFFICE: 100 PEABODY PLACE, SUITE 950 WWW.BASSBERRY.COM 29 MUSIC SQUARE EAST MEMPHIS, TN 38103-2625 NASHVILLE, TN 37203-4322 (901) 543-5900 (615) 255-6161 April 27, 2004 Gaylord Entertainment Company One Gaylord Drive Nashville, TN 37214 Re: Registration Statement on Form S-3 (Common Stock) Ladies and Gentlemen: We have acted as your counsel in connection with the preparation of a Registration Statement on Form S-3 (the "Rule 462(b) Registration Statement") filed by you today with the Securities and Exchange Commission pursuant to Rule 462(b) of the Securities Act of 1933, as amended and in respect of your Registration Statement on Form S-3 (File No. 333-114293) (the "Original Registration Statement," and together with the Rule 462(b) Registration Statement, the "Registration Statements"). The Rule 462(b) Registration Statement relates to 1,319,107 shares of Common Stock, $0.01 par value (the "Common Stock"), of Gaylord Entertainment Company, a Delaware corporation (the "Company"), to be offered by certain selling stockholders in addition to the 6,752,929 shares of the Common Stock as described in the Original Registration Statement. In connection with this opinion, we have examined and relied upon such records, documents and other instruments as in our judgment are necessary or appropriate in order to express the opinions hereinafter set forth and have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us as certified or photostatic copies. Based upon the foregoing and such other matters as we have deemed relevant, we are of the opinion that the shares of Common Stock to be offered by the selling stockholders are validly issued, fully paid and nonassessable. We hereby consent to the reference to our law firm in the Original Registration Statement under the caption "Legal Matters" and to the use of this opinion as an exhibit to the Rule 462(b) Registration Statement. In giving this consent, we do not thereby admit that we are an "expert" within the meaning of the Securities Act of 1933, as amended. Sincerely, /s/ Bass, Berry & Sims PLC
Exhibit 23.1 Consent of Independent Auditors We consent to the incorporation by reference in this Registration Statement (Form S-3) for the offering of additional shares of Gaylord Entertainment Company common stock by certain selling shareholders of the reference to our firm under the caption "Experts" in Amendment No. 2 to the Registration Statement on Form S-3 (No. 333-114293) and related Prospectus of Gaylord Entertainment Company for the offering of shares of Gaylord Entertainment Company common stock by certain selling shareholders and to the incorporation by reference in Amendment No. 2 to the Registration Statement on Form S-3 (No. 333-114293) and related Prospectus of Gaylord Entertainment Company for the offering of shares of Gaylord Entertainment Company common stock by certain selling shareholders of our reports (a) dated February 9, 2004, except for the ninth paragraph of Note 16, as to which the date is March 10, 2004, with respect to the consolidated financial statements of Gaylord Entertainment Company, and (b) dated February 9, 2004 with respect to certain financial statement schedules included in Gaylord Entertainment Company's Amendment No. 2 to its Annual Report on Form 10-K for the year ended December 31, 2003 filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Nashville, Tennessee April 26, 2004