8-K

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): October 17, 2003

GAYLORD ENTERTAINMENT COMPANY

(Exact name of registrant as specified in its charter)

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)

Registrant’s telephone number, including area code: (615) 316-6000

(Former name or former address, if changed since last report)

Item 5. Other Events and Required FD Disclosure.

     In its Quarterly Report on Form 10-Q for the period ended June 30, 2003, Gaylord Entertainment Company (the “Company”) presented certain information concerning Revenue per Available Room (RevPAR) in Management’s Discussion and Analysis of Financial Condition and Results of Operations. Because of a mathematical error, the number presented for RevPAR at the Gaylord Palms Resort & Convention Center (the “Gaylord Palms”) for the six months ended June 30, 2003 was incorrect. The correct number of $142.64 is presented in the table below. All other numbers in the table were correct and the correct number for RevPAR at the Gaylord Palms for the 2003 six-month period could have been computed from information contained in the table by multiplying occupancy by average daily rate for the period.

     The Company considers RevPAR to be a meaningful indicator of our hospitality segment performance because it measures the period over period change in room revenues. The Company calculates RevPAR by dividing room sales for comparable properties by room nights available to guests for the period. RevPAR is not comparable to similarly titled measures such as revenues. Occupancy, average daily rate and RevPAR for Gaylord Opryland and Gaylord Palms, subsequent to its January 2002 opening, are shown in the following table.

		For the Three Months Ended						For the Six Months Ended
		June 30,						June 30,
		2003			2002			2003			2002
Gaylord Opryland
	Occupancy		68.20	%		67.50	%		73.00	%		66.10	%
	Average Daily Rate	$	138.29		$	139.68		$	136.60		$	139.72
	RevPAR	$	94.35		$	94.21		$	99.77		$	92.37
Gaylord Palms
	Occupancy		82.40	%		64.80	%		79.40	%		68.00	%
	Average Daily Rate	$	171.26		$	177.02		$	179.61		$	178.71
	RevPAR	$	141.15		$	114.66		$	142.64		$	121.53

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

(c) Exhibits

     The following exhibits are furnished pursuant to Items 9 and 12 of Form 8-K:

99.1	Press Release dated October 17, 2003.
99.2	Press Release dated October 17, 2003.

Item 9. Regulation FD Disclosure.

     The Company announced today that it intends to offer, through a private placement, subject to market and other conditions, $225 million in aggregate principal amount of senior notes due 2013. The announcement is set forth in the press release furnished herewith as Exhibit 99.1.

Item 12. Results of Operations and Financial Condition.

     The Company issued a press release announcing its expected financial results for the quarter ended September 30, 2003. The Company also announced that it is seeking certain amendments to its senior secured credit facility. A copy of the press release is furnished herewith as Exhibit 99.2.

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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: October 17, 2003	By:	/s/ Carter R. Todd
		Name: Carter R. Todd Title: Senior Vice President, General Counsel and Secretary

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated October 17, 2003.
99.2	Press Release dated October 17, 2003.

5 EX-99.1 3 g85314exv99w1.htm EX-99.1 PRESS RELEASE DATED OCTOBER 17, 2003

Exhibit 99.1

GAYLORD ENTERTAINMENT COMPANY
ANNOUNCES PROPOSED SENIOR NOTES OFFERING

NASHVILLE, TENN. (October 17, 2003) – Gaylord Entertainment Company (NYSE: GET) (the “Company”) today announced that it intends to offer, subject to market and other conditions, $225.0 million in aggregate principal amount of senior notes due 2013. The senior notes will be offered to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The interest rate, offering price, ultimate aggregate principal amount and other terms of the notes are to be determined by negotiations between the Company and the initial purchasers of the notes. The notes will rank equally in right of payment with the Company’s other unsecured unsubordinated debt, but will be effectively subordinated to all of the Company’s secured debt to the extent of the assets securing such debt. The notes will be guaranteed on a senior unsecured basis by each of the Company’s subsidiaries that is a borrower or guarantor under the Company’s senior secured credit facility. The Company plans to use the net proceeds of the offering to repay the Company’s subordinated term loan and mezzanine loan, to repay certain indebtedness of ResortQuest International, Inc. upon consummation of the Company’s proposed acquisition of ResortQuest, and to pay fees and expenses related to the ResortQuest acquisition and the notes offering and the repayment of indebtedness listed above.

The securities will not be registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state laws.

This press release shall not constitute an offer to sell or a solicitation of an offer to purchase any of these securities, and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act.

The foregoing statements regarding the Company’s intentions with respect to the contemplated offering and other transactions described above are forward-looking statements under the Private Securities Litigation Reform Act of 1995, and actual results could vary materially from the statements made. The Company’s ability to complete the offering and other transactions described above successfully is subject to various risks, many of which are outside of its control, including prevailing conditions in the capital markets and other risks and uncertainties as detailed from time to time in the reports filed by the Company with the Securities and Exchange Commission.

INVESTOR RELATIONS CONTACTS:	MEDIA CONTACTS:
David Kloeppel, CFO	Jim Brown
Gaylord Entertainment	Gaylord Entertainment
(615) 316-6101	(615) 316-6302
dkloeppel@gaylordentertainment.com	jbrown@gaylordentertainment.com
~OR~	~OR~
John Fernquest	Dan O’Connor
Sloane & Company	Sloane & Company
(212) 446-1889	(212) 446-1865
jfernquest@sloanepr.com	doconnor@sloanepr.com

EX-99.2 4 g85314exv99w2.htm EX-99.2 PRESS RELEASE DATED OCTOBER 17, 2003

Exhibit 99.2

GAYLORD ENTERTAINMENT COMPANY REVIEWS EXPECTED THIRD
QUARTER RESULTS; PROPOSES SENIOR CREDIT FACILITY AMENDMENTS

NASHVILLE, TENN. (October 17, 2003) – Gaylord Entertainment Company (NYSE: GET) (the “Company”) today announced that it expects third quarter revenues to be in a range from $96.0 million to $98.0 million, in line with previous guidance; third quarter Adjusted EBITDA(1) to be in a range from $10.9 million to $11.9 million, slightly ahead of previous guidance reflecting improved cost controls; and third quarter net income to be in a range from $10.0 million to $11.0 million.

In addition, the Company said that it has requested from its lenders for its senior secured credit facility certain amendments in connection with its proposed acquisition of ResortQuest International, Inc. and proposed prepayments of the Company’s Nashville mezzanine loan and subordinated term loan. The senior secured credit facility requires that the Company obtain the lenders’ consent to allow the prepayment of the subordinated loan and the repayment of the Nashville mezzanine loan. In addition, the Company has requested amendments to the senior secured credit facility to increase the maximum permitted borrowings under its revolving credit facility to $50.0 million (and correspondingly decrease the senior term loan to $125.0 million), to modify agreements relating to the completion reserve for the Gaylord Opryland Texas hotel (including decreasing the minimum escrowed cash balance to $15.0 million) and to increase permitted amounts for certain investments, capital expenditures, unsecured payables, equipment financing and letters of credit. The Company has also requested modifications of certain financial covenants.

ABOUT GAYLORD ENTERTAINMENT

Gaylord Entertainment Company, a leading hospitality and entertainment company based in Nashville, Tenn., owns and operates Gaylord Hotels branded properties, including the Gaylord Opryland Resort & Convention Center in Nashville and the Gaylord Palms Resort & Convention Center in Kissimmee, Fla., and the Radisson Opryland Hotel in Nashville. The Company’s entertainment brands include the Grand Ole Opry, the Ryman Auditorium, the General Jackson Showboat, the Springhouse Golf Club, the Wildhorse Saloon and WSM-AM. Gaylord Entertainment’s common stock is traded on the New York Stock Exchange under the symbol GET. For more information about the Company, visit www.gaylordentertainment.com.

FORWARD-LOOKING STATEMENTS

This press release contains statements as to the Company’s beliefs and expectations of the outcome of future events that are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from the statements made. These include the risks and uncertainties associated with economic conditions affecting the hospitality business generally, the timing of the opening of new hotel facilities, costs associated with developing new hotel facilities, the impact of the SEC investigation and other costs associated with changes to the Company’s historical financial statements, business levels at the Company’s hotels, the ability to complete potential divestitures successfully and the ability to consummate financing for new developments.

Other factors that could cause operating and financial results to differ are described in the filings made from time to time by the Company with the Securities and Exchange Commission.

Gaylord Entertainment does not undertake any obligation to release publicly any revisions to forward-looking statements made by it to reflect events or circumstances occurring after the date hereof or the occurrence of unanticipated events.

INVESTOR RELATIONS CONTACTS:	MEDIA CONTACTS:
David Kloeppel, CFO	Jim Brown
Gaylord Entertainment	Gaylord Entertainment
(615) 316-6101	(615) 316-6302
dkloeppel@gaylordentertainment.com	jbrown@gaylordentertainment.com
~OR~	~OR~
John Fernquest	Dan O’Connor
Sloane & Company	Sloane & Company
(212) 446-1889	(212) 446-1865
jfernquest@sloanepr.com	doconnor@sloanepr.com

⁽¹⁾ Adjusted EBITDA (defined as earnings before interest, taxes, depreciation, amortization, pre-opening costs, non-cash lease and naming rights agreement expenses, as well as other unusual or non-recurring or non-cash items) is in the discussion of operating results because the Company believes it allows for a more complete analysis of operating performance by presenting an analysis of operations separate from the earnings impact of capital transactions and without non-cash items and items that do not impact our ongoing operations such as pre-opening costs, restructuring charges, gains on the sale of assets, and impairment and other charges. The Company also believes Adjusted EBITDA provides an additional measure of our ability to service debt, fund capital expenditures and grow our business. This information should not be considered as an alternative to any measure of performance as promulgated under accounting principles generally accepted in the United States (such as operating income, net income or cash from operations), nor should it be considered as an indicator of our overall financial performance. Adjusted EBITDA does not fully consider the impact of investing or financing transactions, as it specifically excludes depreciation and interest charges, which should also be considered in the overall evaluation of our results of operations. Our method of calculating Adjusted EBITDA may be different from the method used by other companies and therefore comparability may be limited.

ADJUSTED EBITDA RECONCILIATION

			Three Months Ended
			September 30, 2003
			Range
			Low			High
			(dollars in millions)
Adjusted EBITDA Reconciliation:
Consolidated Revenue			$	96.0		$	98.0
Net Income				10.0			11.0
	Cumulative effect of accounting change, net of taxes			—			—
	Gain on discontinued operations, net of taxes			(36.0	)		(35.0	)
	Provision (benefit) for income taxes			(19.0	)		(18.0	)
	Other gains and losses			—			(0.6	)
	Unrealized gain (loss) on derivatives			(34.0	)		(32.0	)
	Unrealized gain (loss) on Viacom stock			59.0			58.0
	Interest expense, net			10.5			9.5
		Operating income (loss)		(9.5	)		(7.1	)
	Depreciation			13.5			13.0
	Amortization			1.5			1.0
	Noncash lease expense			1.7			1.6
	Noncash naming rights expense for Gaylord Arena			0.3			0.2
	Preopening costs			3.4			3.2
		Adjusted EBITDA	$	10.9		$	11.9

     This communication is not a solicitation of a proxy from any security holder of Gaylord Entertainment Company or ResortQuest International, Inc. Gaylord and ResortQuest have filed a registration statement on Form S-4 with the SEC in connection with the merger. The Form S-4 contains a prospectus, a proxy statement and other documents for the stockholders’ meetings of Gaylord and ResortQuest at which time the proposed transaction will be considered. Gaylord and ResortQuest have mailed the proxy statement and prospectus contained in the Form S-4 to their respective stockholders. The Form S-4, proxy statement and prospectus contain important information about Gaylord, ResortQuest, the merger and related matters. Investors and stockholders should read the Form S-4, the proxy statement and prospectus and the other documents filed with the SEC in connection with the merger carefully before they make any decision with respect to the merger. The Form S-4, proxy statement and prospectus, and all other documents filed with the SEC in connection with the merger are available free of charge at the SEC’s web site, www.sec.gov. In addition, all documents filed with the SEC by Gaylord in connection with the merger will be made available to investors free of charge by writing to: Gaylord Entertainment Company, One Gaylord Drive, Nashville, Tennessee 37214, Attn: Investor Relations. All documents filed with the SEC by ResortQuest in connection with the merger will be made available to investors free of charge by writing to: ResortQuest International, Inc., Suite 203, 8955 Highway 98 West, Destin, Florida 32550, Attn: Investor Relations.

     Gaylord, ResortQuest, their respective directors and executive officers may be deemed participants in the solicitation of proxies from Gaylord’s stockholders and ResortQuest’s stockholders. Information concerning Gaylord’s directors and certain executive officers and their direct and indirect interests in Gaylord is contained in its proxy statement for its 2003 annual meeting of stockholders. Information concerning ResortQuest’s directors and certain executive officers and their direct and indirect interests in ResortQuest is contained in its proxy statement for its 2003 annual meeting of stockholders. Additional information regarding the interests of these participants in the merger is available in the proxy statement regarding the merger. Investors can obtain free copies of these documents from the SEC’s website, Gaylord and ResortQuest using the contact information specified.

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EX-99.2

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