-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, C5oxuK53bxVXo3BDOhSyEkYORHodVHBOc3j//gZpx+ZL6oj7oJ8ilRMaHWpG0rse N9Mag++i9YbuTqYoe53GQg== 0001104659-09-002493.txt : 20090115 0001104659-09-002493.hdr.sgml : 20090115 20090115144244 ACCESSION NUMBER: 0001104659-09-002493 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20090115 DATE AS OF CHANGE: 20090115 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GAYLORD ENTERTAINMENT CO /DE CENTRAL INDEX KEY: 0001040829 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 730664379 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-51705 FILM NUMBER: 09528368 BUSINESS ADDRESS: STREET 1: ONE GAYLORD DR CITY: NASHVILLE STATE: TN ZIP: 37214 BUSINESS PHONE: 6153166000 MAIL ADDRESS: STREET 1: ONE GAYLORD DRIVE CITY: NASHVILLE STATE: TN ZIP: 37214 FORMER COMPANY: FORMER CONFORMED NAME: NEW GAYLORD ENTERTAINMENT CO DATE OF NAME CHANGE: 19970611 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TRT Holdings Inc CENTRAL INDEX KEY: 0001376323 IRS NUMBER: 741729819 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 600 E. LAS COLINAS BLVD. STREET 2: SUITE 1900 CITY: IRVING STATE: TX ZIP: 75039 BUSINESS PHONE: 214-283-8500 MAIL ADDRESS: STREET 1: 600 E. LAS COLINAS BLVD. STREET 2: SUITE 1900 CITY: IRVING STATE: TX ZIP: 75039 SC 13D/A 1 a09-3224_1sc13da.htm AMENDMENT

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

	SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND \
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

GAYLORD ENTERTAINMENT COMPANY

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

367905106

(CUSIP Number)

Terrell T Philen, Jr.

TRT Holdings, Inc.

600 East Las Colinas Blvd.

Suite 1900

Irving, Texas 75039

Telephone: (214) 283-8500

Facsimile: (214) 283-8516

Copy To:

Glen J. Hettinger, Esq.

Fulbright & Jaworski L.L.P.

2200 Ross Avenue, Suite 2800

Dallas, Texas 75201

Telephone: (214) 855-8000

Facsimile: (214) 855-8200

and

Neil J. Wertlieb, Esq.

Milbank, Tweed, Hadley & McCloy LLP

601 South Figueroa Street, 30th Floor

Los Angeles, California 90017-5735

Telephone: (213) 892-4000

Facsimile: (213) 892-4710

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

January 15, 2009

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 367905106

	1.	Names of Reporting Persons TRT Holdings, Inc.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 6,131,930

			8.	Shared Voting Power -0-

			9.	Sole Dispositive Power 6,131,930

			10.	Shared Dispositive Power -0-

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 6,131,930

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 14.9%

	14.	Type of Reporting Person (See Instructions) CO

CUSIP No. 367905106

	1.	Names of Reporting Persons Robert B. Rowling

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) N/A

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 6,131,930

			8.	Shared Voting Power -0-

			9.	Sole Dispositive Power 6,131,930

			10.	Shared Dispositive Power -0-

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 6,131,930

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 14.9%

	14.	Type of Reporting Person (See Instructions) IN

CUSIP No. 367905106

The Schedule 13D filed on July 21, 2008 (the “Schedule 13D”) by TRT Holdings, Inc., a Delaware corporation (“TRT”), and Robert B. Rowling, an individual resident of the State of Texas and Chairman of the Board of TRT (“Mr. Rowling” and, together with TRT, the “Reporting Persons”), relating to the common stock, par value $0.01 per share (the “Common Shares”), of Gaylord Entertainment Company, a Delaware corporation (the “Issuer”), is hereby amended as set forth below by this Amendment No. 1 to the Schedule 13D (the “Amendment”).

Item 2. Identity and Background

Item 2 of the Schedule 13D is hereby amended and restated as follows:

(a), (b), (c) and (f):

This Schedule 13D is filed by the Reporting Persons.

TRT is a corporation organized under the laws of the State of Delaware. TRT’s principal business is serving as a holding company that invests in the equity securities of businesses in diversified industries. Its business address is 600 East Las Colinas Blvd., Suite 1900, Irving, Texas 75039.

Mr. Rowling is an individual resident of the State of Texas and a citizen of the United States. Mr. Rowling’s principal occupation is directing the business operations of TRT and its affiliates. In that capacity, Mr. Rowling acts as the Chairman of the Board of TRT and a member of its Board of Directors. Mr. Rowling’s address is 600 East Las Colinas Blvd., Suite 1900, Irving, Texas 75039.

For information required by Instruction C to Schedule 13D with respect to the executive officers and directors of TRT, other than Mr. Rowling (collectively, the “Covered Persons”), reference is made to Attachment I annexed hereto and incorporated herein by reference.

(d) and (e)

During the last five years, none of the Reporting Persons, nor, to the best knowledge of the Reporting Persons, any of the Covered Persons (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is hereby amended and restated as follows:

As of the close of business on January 14, 2009, TRT has acquired 6,131,930 Common Shares on the New York Stock Exchange for an aggregate purchase price of $145,834,984.47, which includes $207,699.31 in commissions, utilizing the working capital of TRT to purchase such Common Shares.

Item 4. Purpose of Transaction

Item 4 of the Schedule 13D is hereby amended and restated as follows:

The Reporting Persons purchased the Common Shares in the belief that they were undervalued. Some of the Reporting Persons have had discussions with management of the Issuer, and it is anticipated that the Reporting Persons may, from time to time, have further discussions with management and the Board of Directors of the Issuer.

On January 15, 2009, the Reporting Persons issued an open letter (the “Open Letter”) to the stockholders of the Issuer stating, among other things, that the Reporting Persons expect to nominate four individuals for election at the Issuer’s 2009 annual meeting of stockholders. Also on January 15, 2009, the Reporting Persons issued a press release containing the Open Letter (the “Press Release”). A copy of the Open Letter is attached hereto as Exhibit 99.1 and is incorporated herein by reference, and a copy of the Press Release is attached hereto as Exhibit 99.2 and is incorporated herein by reference. Also on January 15, 2009, the Reporting Persons delivered to the Issuer two other letters which i) demand inspection of the Issuer’s stockholder list pursuant to Section 220 of the Delaware General Corporation Law (the “DGCL”) (the “Demand for Stockholder List”) and ii) demand a copy of the Issuer’s questionnaire for director nominees referenced in Section 14

CUSIP No. 367905106

of the Issuer’s Second Amended and Restated Bylaws (the “Demand for Questionnaire”). A copy of the Demand for Stockholder List and the Demand for Questionnaire is attached hereto as Exhibits 99.3 and 99.4, respectively, and each is incorporated herein by reference.

The Reporting Persons reserve the right to pursue all alternatives available to them to maximize the value of their interests in the Issuer, which alternatives may include, but are not limited to: communicating with other stockholders, directors or the management of the Issuer regarding the Issuer, its business, its operations, its prospects, its corporate governance arrangements, alternatives to maximize value for the stockholders of the Issuer or any other matter, including, without limitation, any of the matters described hereafter in this report or specified in clauses (a)-(j) of Item 4 of the Schedule 13D form; purchasing additional Common Shares and/or other equity, debt or other securities, notes or instruments of the Issuer (collectively, the “Securities”) in the open market, in privately negotiated transactions or otherwise; selling all or a portion of the Securities now owned or hereafter acquired by the Reporting Persons; proposing an extraordinary corporate transaction (such as, without limitation, a merger, an acquisition, a disposition or spin-off of assets or divisions, joint ventures, strategic alliances, issuances of equity or debt securities, a reorganization, a recapitalization, a liquidation or any combination of the foregoing) involving the Issuer or any of its subsidiaries, which transaction may involve the Reporting Persons or third parties unrelated to the Reporting Persons; alone or in conjunction with others, seeking to acquire the Issuer or substantially all of its assets or outstanding Securities, including by merger, tender offer, exchange offer or stock or asset purchase; advocating for the elimination of, or the adoption of amendments to, the Issuer’s rights agreement; making one or more proposals for adoption by stockholders (including proposals to improve the Issuer’s corporate governance or to amend the Issuer’s organizational documents); or soliciting proxies in support of stockholder proposals to be introduced and voted on at a meeting of stockholders. The Reporting Persons may also urge other persons, including, without limitation, other stockholders of the Issuer, to take or pursue any of the foregoing actions or any combination thereof, although the Reporting Persons expressly disclaim any intention to form a “group” with any other stockholders. If one of the Reporting Persons or its affiliates should acquire control of the Issuer, it or its affiliates may transfer all or part of its interest in the Issuer to affiliated or unaffiliated persons.

Item 5. Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended and restated as follows:

(a) At the close of business on January 14, 2009, the Reporting Persons beneficially owned 6,131,930 Common Shares, which constitute approximately 14.9% of the class outstanding. The aggregate percentage of Common Shares reported beneficially owned by the Reporting Persons is based upon 40,906,810 Common Shares outstanding at November 1, 2008, according to the Issuer’s Quarterly Report on Form 10-Q filed on November 7, 2008. TRT directly owns the Common Shares of Issuer. Mr. Rowling indirectly owns such Common Shares due to his ownership of all of the shares of Class B Common Stock of TRT.

(b) Each of the Reporting Persons, either directly or indirectly, has the power to vote or to direct the vote and to dispose or to direct the disposition of the Common Shares reported in Item 5(a).

(c) Neither of the Reporting Persons entered into any transactions with respect to the Common Shares during the past 60 days.

For information required by Instruction C to Schedule 13D with respect to (a), (b) and (c) of this Item 5 for the Covered Persons, reference is made to Attachment I annexed hereto and incorporated herein by reference.

(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Common Shares.

(e) Not applicable for any Reporting Person or Covered Person.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Schedule 13D is hereby amended and restated as follows:

Other than as described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons and between the Reporting Persons and any person with respect to securities of the Issuer.

Other than as described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Covered Persons and between the Covered Persons and any person with respect to securities of the Issuer.

CUSIP No. 367905106

Item 7. Materials to be Filed as Exhibits

Item 7 of the Schedule 13D is hereby amended and restated as follows:

Exhibit 99.1 Open Letter, dated January 15, 2009

Exhibit 99.2 Press Release, dated January 15, 2009

Exhibit 99.3 Demand for Stockholder List, dated January 15, 2009

Exhibit 99.4 Demand for Questionnaire, dated January 15, 2009

Exhibit 99.5 Joint Filing Agreement, dated January 15, 2009

SIGNATURE

After reasonable inquiry and to the best of the knowledge and belief of the undersigned persons, such persons certify that the information set forth in this statement is true, complete and correct.

Dated as of: January 15, 2009

	TRT Holdings, Inc.


	By:	/s/ Terrell T Philen, Jr.
	Name:	Terrell T Philen, Jr.
	Title:	Senior Vice President, Chief Financial Officer and Treasurer


		/s/ Robert B. Rowling
	Name:	Robert B. Rowling

	ATTENTION.
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

ATTACHMENT I

All of the directors and officers of TRT Holdings, Inc. (collectively referred to in this Attachment I as the “Covered Persons”) are citizens of the United States. The names, business address, principal occupation of the Covered Persons, and the name, principal business and address of any corporation or other organization in which such employment is conducted, are set forth below. Except for Robert B. Rowling, none of the other Covered Persons beneficially own any Common Shares of Gaylord Entertainment Company. None of the Covered Persons have entered into any transactions with respect to the Common Shares of Gaylord Entertainment Company during the past 60 days.

DIRECTORS

Name	Business Address	Office

Robert B. Rowling	TRT Holdings, Inc. 600 East Las Colinas Blvd. Suite 1900 Irving, Texas 75039	Director

James D. Caldwell	TRT Holdings, Inc. 600 East Las Colinas Blvd. Suite 1900 Irving, Texas 75039	Director

David G. Adams	TRT Holdings, Inc. 600 East Las Colinas Blvd. Suite 1900 Irving, Texas 75039	Director

EXECUTIVE OFFICERS

Name	Business Address	Office

Robert B. Rowling	TRT Holdings, Inc. 600 East Las Colinas Blvd. Suite 1900 Irving, Texas 75039	Chairman of the Board

James D. Caldwell	TRT Holdings, Inc. 600 East Las Colinas Blvd. Suite 1900 Irving, Texas 75039	President

David G. Adams	TRT Holdings, Inc. 600 East Las Colinas Blvd. Suite 1900 Irving, Texas 75039	Senior Vice President – Taxation and Assistant Secretary

Terrell T Philen, Jr.	TRT Holdings, Inc. 600 East Las Colinas Blvd. Suite 1900 Irving, Texas 75039	Senior Vice President, Chief Financial Officer and Treasurer

Michael G. Smith	TRT Holdings, Inc. 600 East Las Colinas Blvd. Suite 1900 Irving, Texas 75039	Senior Vice President, General Counsel and Secretary

EX-99.1 2 a09-3224_1ex99d1.htm EX-99.1

Exhibit 99.1

TRT Holdings, Inc.

January 15, 2009

Dear Fellow Shareholders of Gaylord Entertainment Co.:

TRT Holdings, Inc. (“TRT”) owns 6,131,930 shares, or 14.99%, of the common capital stock of Gaylord Entertainment Co. (“Gaylord”). TRT is the largest shareholder in Gaylord.

We are a closely and privately held, diversified holding company with over $1 billion in annual revenues from operating businesses in the hospitality, energy, retail and fitness industries. Through our ownership of Omni Hotels, we have significant experience in hotel and hospitality management and the ownership of hotel real estate. Omni Hotels has 40 upper upscale hotels with over 14,700 hotel rooms, more than 12,000 employees and has won numerous awards for customer service. Being a closely and privately held company, we are especially focused on managing our business to create value for shareholders.

In November 2008, we approached the senior management of Gaylord to discuss ideas on how TRT might become more involved at the Board level and assist Gaylord in creating value for its shareholders. Given our status as the largest shareholder and our expertise in the hospitality industry, we were disappointed that Gaylord management chose to rebuff our overture and quickly issue a press release publicly dismissing our efforts rather than joining us in a genuine search for ways to maximize shareholder value. Gaylord claimed our proposals were “not in the best interests of all Gaylord shareholders.” As a result, we feel we have no choice but to take our message directly to shareholders.

We believe that we can assist the Board and management team in their efforts to create value for all Gaylord shareholders. TRT’s focus would be to bring: (1) a disciplined business approach, (2) accountability to shareholders, and (3) a fresh perspective based on our considerable industry experience. We believe that Gaylord’s management and Board of Directors have failed to adequately deliver in these areas.

Based on our many years of owning and managing operating businesses, most particularly in the hospitality industry, we are convinced that Gaylord has lost its way and we therefore believe it is time for a change at the company. For this reason, as well as to further the objectives described above, we expect to nominate four directors to stand for election at Gaylord’s upcoming annual meeting.

FAILURE TO OPERATE THE BUSINESS WITH DISCIPLINE

ranked the absolute worst in the following important performance metrics: return on assets, return on capital, and EBIT margin. Gaylord’s EBITDA margin was second to last among the members of the group. In addition, Gaylord’s results for the following measures fell below the peer group median: gross margin, SG&A margin and return on equity. The peer group consists of Marriott International, Inc. (MAR), Starwood Hotels & Resorts Worldwide Inc. (HOT), Host Hotels & Resorts Inc. (HST), Wyndham Worldwide Corporation (WYN), Choice Hotels International Inc. (CHH), Strategic Hotels & Resorts, Inc. (BEE), FelCor Lodging Trust Inc. (FCH), Ashford Hospitality Trust Inc. (AHT), LaSalle Hotel Properties (LHO), Sunstone Hotel Investors Inc. (SHO), and Morgans Hotel Group Co. (MHGC). Based on TRT’s experience in operating the privately held Omni Hotel chain, we believe there is room to significantly improve Gaylord’s operating performance.

· Excessive Overhead. We believe that spending on corporate overhead at Gaylord is too high given the scope of its operations. Gaylord has corporate overhead in excess of $50 million to operate five hotels with approximately 8,000 hotel rooms. By comparison, Omni Hotels manages to operate 38 hotels with approximately 14,400 hotel rooms on corporate overhead of less than $26 million. Based on our experience in the hospitality industry, we are very confident that Gaylord’s corporate overhead could be significantly reduced.

· Corporate Waste. While many actions of the management team appear wasteful, in our view, the poster child for Gaylord’s excess is its operation of a $15 million Gulfstream G150 private jet, which it acquired at the end of 2006. With only three hotels located outside of its corporate headquarters in Nashville — and all close to major airports — the purchase and operation of this aircraft seems to us to be anything but “in the best interests of all Gaylord shareholders.” Examination of the aircraft’s flight log over the past two years reveals that the plane is often used to fly back and forth to locations in Mississippi and Florida, where Gaylord’s CEO maintains a personal farm and a vacation home. The jet has been used at least 36 times for this purpose and this represents more than 25% of the total use of the plane (see Exhibit A attached, and also note the early Friday, or even Thursday, departure times for these trips). In addition to this frequent personal use, Gaylord is using the aircraft for what appear to be questionable purposes to places such as Alaska, South Dakota, Brazil and Talladega (on race day). After two years of owning the aircraft, Gaylord decided last month to block public access to the flight logs. This appears to be a decision to consciously avoid transparency in connection with the use of the plane.

for the National project; however, the final project cost was approximately $1.1 billion. Although additional rooms were added to the hotel, the total cost per room exceeded the original budget by approximately 55%. The original budgeted cost per room was $353,000, compared to the final cost per room of approximately $550,000. In addition, the grossly over-budget project was still plagued with multiple problems upon opening.

· La Cantera. Gaylord squandered $12 million on the aborted La Cantera transaction in San Antonio, Texas. On November 26, 2007, Gaylord announced that it had signed a definitive agreement to buy the Westin La Cantera Resort for $252.5 million. On January 22, 2008, Gaylord announced that it had negotiated a short extension to the closing date for the transaction in return for which Gaylord agreed to forfeit a $10 million deposit in the event the purchase contract was terminated. On April 16, 2008, less than three months later, Gaylord announced that it had terminated the contract and lost $12 million on the transaction. Ask yourself whether knowledgeable, disciplined buyers of commercial real estate would choose to put at risk large non-refundable deposits before there is certainty that a purchase will close.

· ResortQuest. In 2003, Gaylord acquired ResortQuest International, Inc., for approximately $200 million. Gaylord’s CEO and another Gaylord director were also former directors of ResortQuest. We question Gaylord’s logic of acquiring a vacation home rental business and the belief that synergies could be derived from combining it with Gaylord’s hotel business. Indeed, in what we can only describe as an admission of failure, about four years later Gaylord sold ResortQuest at a loss of approximately $55 million. This misadventure was under the watch of the current management team and a majority of the current Board.

LACK OF ACCOUNTABILITY TO SHAREHOLDERS

· Hand Picked Board. While each Board member is a respected and accomplished individual, we believe the Board has been hand picked by management and has not held management sufficiently accountable. A majority of the Board members have a long history of interconnected relationships with each other through affiliations with other companies and Boards, specifically, First Horizon National Corp., ResortQuest International, Inc., Harrah’s Entertainment, Inc., and Promus Companies, Inc. We question whether such a close-knit Board can effectively challenge its friends in management.

· Separation of Duties. The role of the Chairman of the Board and Chief Executive Officer should be immediately separated. We also question whether a Chairman who is CEO has the ability to challenge management decisions.

· Excessive Compensation. We believe that management compensation is excessive given the limited scope of Gaylord’s operations. Gaylord’s CEO made total reported compensation of $3,874,886 in 2007. The top management is compensated comparably with much larger and more complex hotel companies.

In its press release dismissing our efforts to help bring value to the company and its shareholders, Gaylord expressed concerns over potential conflicts of interest that could arise if designees of TRT assume an active role on Gaylord’s Board due to TRT’s ownership of the Omni Hotels chain. We believe this concern to be unfounded. We believe it is very common and very simple to put in place reasonable procedures that would address the rare instance in which a conflict of interest might arise at the Board level. Further, aside from the undersigned, we intend to nominate director candidates who have no affiliation with Omni Hotels or TRT.

As Gaylord’s largest shareholder, our interests are fundamentally aligned with those of all shareholders. Our motives are not conspiratorial. We have watched from the sidelines with mounting alarm as the value of our investment in Gaylord has declined under the watch of the incumbent Board. Unlike management, we do not draw rich salaries from Gaylord’s coffers. Instead, like you, we only stand to benefit from our efforts if we succeed in enhancing shareholder value.

In conclusion, TRT has years of experience in owning, growing and managing operating businesses, especially in the hospitality industry. Our focused, disciplined approach to operating in the hospitality space, coupled with our willingness to hold managers accountable to the owners of the business, has proven to be a successful formula for us and we believe it will benefit Gaylord as well. While we remain disappointed and surprised that management and the Board refuse to accept the help of a large shareholder with significant experience in the hospitality industry, we nevertheless continue to stand firmly committed to righting the course at Gaylord. It is our intention to nominate a slate of four highly qualified and experienced directors to serve on Gaylord’s Board in our campaign to strengthen Gaylord for the benefit of all of its shareholders.

Sincerely,

/s/ Robert B. Rowling

Robert B. Rowling
Chairman of the Board of Directors
TRT Holdings, Inc.

EXHIBIT A

Gaylord Entertainment Plane Log (Listing of Alleged Personal Flights)

12/19/2006 – 12/07/2008

Trip
#

Origin City

Destination City

Date

Day of Wk

Departure
Time

Flight
Time

Orlando, FL

Key Largo, FL

12/22/2006

Friday

03:13PM EST