Delaware | 1-13079 | 73-0664379 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
One Gaylord Drive Nashville, Tennessee |
37214 | |
(Address of principal executive offices) | (Zip Code) |
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 1.01. | ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. |
ITEM 3.03. | MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS. |
ITEM 7.01. | REGULATION FD DISCLOSURE. |
ITEM 9.01. | FINANCIAL STATEMENTS AND EXHIBITS. |
(d) | Exhibits | ||
4.1 | Amendment No. 1 dated as of August 12, 2011 to the Amended and Restated Rights Agreement, dated as of March 9, 2009, between Gaylord Entertainment Company and Computershare Trust Company, N.A. | ||
4.2 | Amended and Restated Rights Agreement, dated as of March 9, 2009, by and between Gaylord Entertainment Company and Computershare Trust Company, N.A., as Rights Agent, which includes the Form of Certificate of Designations of Series A Junior Participating Preferred Stock (Exhibit A), the Form of Rights Certificate (Exhibit B) and the Form of Summary of Rights to Purchase Preferred Shares (Exhibit C), incorporated herein by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K dated March 10, 2009. | ||
99.1 | Press Release of Gaylord Entertainment Company dated August 12, 2011. |
GAYLORD ENTERTAINMENT COMPANY |
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Date: August 12, 2011 | By: | /s/ Carter R. Todd | ||
Name: | Carter R. Todd | |||
Title: | Executive Vice President, General Counsel and Secretary |
4.1 | Amendment No. 1 dated as of August 12, 2011 to the Amended and Restated Rights Agreement, dated as of March 9, 2009, between Gaylord Entertainment Company and Computershare Trust Company, N.A. | ||
4.2 | Amended and Restated Rights Agreement, dated as of March 9, 2009, by and between Gaylord Entertainment Company and Computershare Trust Company, N.A., as Rights Agent, which includes the Form of Certificate of Designations of Series A Junior Participating Preferred Stock (Exhibit A), the Form of Rights Certificate (Exhibit B) and the Form of Summary of Rights to Purchase Preferred Shares (Exhibit C), incorporated herein by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K dated March 10, 2009. | ||
99.1 | Press Release of Gaylord Entertainment Company dated August 12, 2011. |
1. Amendments. |
GAYLORD ENTERTAINMENT COMPANY |
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By: | /s/ Carter R. Todd | ||||
Name: | Carter R. Todd | ||||
Its: | EVP & General Counsel | ||||
COMPUTER SHARE TRUST COMPANY, N.A. |
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By: | /s/ Charles V. Rossi | ||||
Name: | Charles V. Rossi | ||||
Its: | President | ||||
Investor Relations Contacts: Mark Fioravanti, Senior Vice President and Chief Financial Officer Gaylord Entertainment (615) 316-6588 mfioravanti@gaylordentertainment.com ~or~ Patrick Chaffin, Vice President of Strategic Planning and Investor Relations Gaylord Entertainment (615) 316-6282 pchaffin@gaylordentertainment.com |
Media Contacts: Brian Abrahamson, Vice President of Corporate Communications Gaylord Entertainment (615) 316-6302 babrahamson@gaylordentertainment.com ~or~ Josh Hochberg or Dan Zacchei Sloane & Company (212) 446-1892 or (212) 446-1882 jhochberg@sloanepr.com or dzacchei@sloanepr.com |