<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1997
Commission File No.: 1-13079
Gaylord Entertainment Company
401(k) Savings Plan
(Full title of plan)
Gaylord Entertainment Company
One Gaylord Drive
Nashville, Tennessee 37214
(Name of issuer of securities held pursuant to the plan
and address of principal executive office)
<PAGE> 2
GAYLORD ENTERTAINMENT COMPANY
401(K) SAVINGS PLAN
FINANCIAL STATEMENTS AND SCHEDULES
AS OF DECEMBER 31, 1997 AND 1996
TOGETHER WITH
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
<PAGE> 3
GAYLORD ENTERTAINMENT COMPANY
401(K) SAVINGS PLAN
FINANCIAL STATEMENTS AND SCHEDULES
DECEMBER 31, 1997 AND 1996
TABLE OF CONTENTS
<TABLE>
<S> <C>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS 1
FINANCIAL STATEMENTS
Statement of Net Assets Available for Benefits, with Fund Information -
December 31, 1997 2
Statement of Net Assets Available for Benefits, with Fund Information -
December 31, 1996 3
Statement of Changes in Net Assets Available for Benefits, with Fund
Information for the Year Ended December 31, 1997 4
NOTES TO FINANCIAL STATEMENTS 5
SCHEDULES SUPPORTING FINANCIAL STATEMENTS
Schedule I: Item 27a - Schedule of Assets Held for Investment
Purposes at December 31, 1997 13
Schedule II: Item 27d - Schedule of Reportable Transactions
for the Year Ended December 31, 1997 16
</TABLE>
<PAGE> 4
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
Gaylord Entertainment Company
401(k) Savings Plan:
We have audited the accompanying statements of net assets available for
benefits, with fund information of the GAYLORD ENTERTAINMENT COMPANY 401(K)
SAVINGS PLAN as of December 31, 1997 and 1996, and the related statement of
changes in net assets available for benefits, with fund information for the year
ended December 31, 1997. These financial statements and the schedules referred
to below are the responsibility of the Plan's management. Our responsibility is
to express an opinion on these financial statements and schedules based on our
audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Gaylord
Entertainment Company 401(k) Savings Plan as of December 31, 1997 and 1996, and
the changes in its net assets available for benefits for the year ended December
31, 1997, in conformity with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes (Schedule I) and reportable transactions (Schedule II)
are presented for the purpose of additional analysis and are not a required part
of the basic financial statements but are supplementary information required by
the Department of Labor's Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974. The fund information
in the statement of net assets available for benefits and the statement of
changes in net assets available for benefits is presented for purposes of
additional analysis rather than to present the net assets and changes in net
assets for each fund. The supplemental schedules and fund information have been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
Nashville, Tennessee
June 5, 1998
- 1 -
<PAGE> 5
GAYLORD ENTERTAINMENT COMPANY
401(K) SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1997
(IN THOUSANDS)
<TABLE>
<CAPTION>
Core Stock Stable Value Balanced Aggressive International Bond GET Stock CBS Stock
Fund Fund Fund Stock Fund Stock Fund Fund Fund Fund
---------- ------------ -------- ---------- ------------- ---- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments $22,455 $13,331 $15,985 $9,584 $2,751 $1,635 $2,320 $3,491
Cash and cash
equivalents - - - - - - - -
Loans to participants - - - - - - - -
Interest and
dividend income
receivable - 12 - - - 50 - -
Transfers due among
funds 144 102 129 132 46 24 73 1
------- ------- ------- ------ ------ ------ ------ ------
Total Assets 22,599 13,445 16,114 9,716 2,797 1,709 2,393 3,492
------- ------- ------- ------ ------ ------ ------ ------
LIABILITIES:
Accrued
administrative
expenses - - - - - - - -
Total Liabilities - - - - - - - -
------- ------- ------- ------ ------ ----- ------ ------
NET ASSETS AVAILABLE
FOR BENEFITS $22,599 $13,445 $16,114 $9,716 $2,797 $1,709 $2,393 $3,492
======= ======= ======= ====== ====== ====== ====== ======
<CAPTION>
Loans to Control
Participants Account Total
------------ ------- -----
<S> <C> <C> <C>
ASSETS:
Investments $ - $ - $71,552
Cash and cash
equivalents - 724 724
Loans to participants 2,018 - 2,018
Interest and
dividend income
receivable - - 62
Transfers due among
funds - (651) -
------ ----- -------
Total Assets 2,018 73 74,356
------ ----- -------
LIABILITIES:
Accrued
administrative
expenses - 10 10
Total Liabilities - 10 10
------ ----- -------
NET ASSETS AVAILABLE
FOR BENEFITS $2,018 $ 63 $74,346
====== ===== =======
</TABLE>
The accompanying notes to financial statements are an integral
part of this financial statement.
- 2 -
<PAGE> 6
GAYLORD ENTERTAINMENT COMPANY
401(K) SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
DECEMBER 31, 1996
(IN THOUSANDS)
<TABLE>
<CAPTION>
Core Stock Stable Value Balanced Aggressive International GET Stock
Fund Fund Fund Stock Fund Stock Fund Bond Fund Fund
---------- ------------ -------- ---------- ------------ --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments $18,317 $16,238 $13,868 $8,962 $1,921 $1,608 $4,936
Cash and cash equivalents - - - - - - 7
Loans to participants - - - - - - -
Investment income adjustment
receivable - 219 - - - - -
Interest and dividend income
receivable 731 - - - - 8 -
Transfers due among funds 160 121 124 135 36 23 73
------- ------- ------- ------ ------ ------ ------
Total Assets 19,208 16,578 13,992 9,097 1,957 1,639 5,016
------- ------- ------- ------ ------ ------ ------
LIABILITIES:
Accrued administrative
expenses - - - - - - -
------- ------- ------- ------ ------ ------ ------
Total Liabilities - - - - - - -
------- ------- ------- ------ ------ ------ ------
NET ASSETS AVAILABLE FOR BENEFITS $19,208 $16,578 $13,992 $9,097 $1,957 $1,639 $5,016
======= ======= ======= ====== ====== ====== ======
<CAPTION>
Loans to Control
Participants Account Total
------------ -------- -----
<S> <C> <C> <C>
ASSETS:
Investments $ - $ - $65,850
Cash and cash equivalents - 817 824
Loans to participants 1,759 - 1,759
Investment income adjustment
receivable - - 219
Interest and dividend income
receivable - - 739
Transfers due among funds - (672) -
------ ----- -------
Total Assets 1,759 145 69,391
------ ----- -------
LIABILITIES:
Accrued administrative
expenses - 11 11
------ ----- -------
Total Liabilities - 11 11
------ ----- -------
NET ASSETS AVAILABLE FOR BENEFITS $1,759 $ 134 $69,380
====== ===== =======
</TABLE>
The accompanying notes to financial statements are an integral
part of this financial statement.
- 3 -
<PAGE> 7
GAYLORD ENTERTAINMENT COMPANY
401(K) SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS, WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1997
(IN THOUSANDS)
<TABLE>
<CAPTION>
Stable
Core Stock Value Balanced Aggressive International Bond GET Stock CBS Stock
Fund Fund Fund Stock Fund Stock Fund Fund Fund Fund
---------- ------ -------- ---------- ------------- ----- --------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS:
Contributions:
Participants $ 1,486 $ 943 $ 1,364 $1,391 $ 436 $ 207 $ 597 $ -
Employer, net of
forfeitures 512 358 405 454 138 70 212 (1)
------- ------- ------- ------ ------ ------ ------- ------
Total contributions 1,998 1,301 1,769 1,845 574 277 809 (1)
------- ------- ------- ------ ------ ------ ------- ------
Investment income:
Net appreciation in fair
value of investments 3,497 845 1,899 530 66 12 830 403
Interest 3 13 2 1 - - - -
Dividends 2,190 - 1,274 694 133 141 78 6
------- ------- ------- ------ ------ ------ ------- ------
Total investment
income 5,690 858 3,175 1,225 199 153 908 409
------- ------- ------- ------ ------ ------ ------- ------
Total additions 7,688 2,159 4,944 3,070 773 430 1,717 408
------- ------- ------- ------ ------ ------ ------- ------
DEDUCTIONS:
Benefits paid to
participants 4,399 4,584 3,053 1,981 359 449 538 347
Other 56 60 40 25 6 4 10 3
------- ------- ------- ------ ------ ------ ------- ------
Total deductions 4,455 4,644 3,093 2,006 365 453 548 350
------- ------- ------- ------ ------ ------ ------- ------
LOANS TO PARTICIPANTS 171 103 85 54 17 10 44 13
INTERFUND TRANSFERS 329 (545) 356 (391) 449 103 (3,748) 3,447
------- ------- ------- ------ ------ ------ ------- ------
NET INCREASE (DECREASE) 3,391 (3,133) 2,122 619 840 70 (2,623) 3,492
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 19,208 16,578 13,992 9,097 1,957 1,639 5,016 -
------- ------- ------- ------ ------ ------ ------- ------
End of year $22,599 $13,445 $16,114 $9,716 $2,797 $1,709 $ 2,393 $3,492
======= ======= ======= ====== ====== ====== ======= ======
<CAPTION>
Loans to Control
Participants Account Total
------------ ------- -----
<S> <C> <C> <C>
ADDITIONS:
Contributions:
Participants $ 191 $ - $ 6,615
Employer, net of
forfeitures - - 2,148
------ ----- -------
Total contributions 191 - 8,763
------ ----- -------
Investment income:
Net appreciation in fair
value of investments - - 8,082
Interest - - 19
Dividends - - 4,516
------ ----- -------
Total investment
income - - 12,617
------ ----- -------
Total additions 191 - 21,380
------ ----- -------
DEDUCTIONS:
Benefits paid to
participants 429 51 16,190
Other - 20 224
------ ----- -------
Total deductions 429 71 16,414
------ ----- -------
LOANS TO PARTICIPANTS (497) - -
INTERFUND TRANSFERS - - -
------ ----- -------
NET INCREASE (DECREASE) 259 (71) 4,966
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 1,759 134 69,380
------ ----- -------
End of year $2,018 $ 63 $74,346
====== ===== =======
</TABLE>
The accompanying notes to financial statements are an integral
part of this financial statement.
- 4 -
<PAGE> 8
GAYLORD ENTERTAINMENT COMPANY
401(K) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1996
1. DESCRIPTION OF PLAN
The following summary of the Gaylord Entertainment Company 401(k) Savings
Plan (the "Plan") is provided for general information purposes.
Participants should refer to the Plan Document for more complete
information.
PURPOSE OF THE PLAN
The Plan was established on October 1, 1980, to encourage and assist
employees in adopting a regular savings program and to help provide
additional security for their retirement. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
Prior to January 1, 1992, the Plan was named "The Retirement Savings Plan
and Trust for Employees of The Oklahoma Publishing Company and Affiliated
Corporations (the `Prior Plan')" and participants in the Prior Plan
included employees of both the Oklahoma Publishing Company ("OPUBCO") and
the Gaylord Entertainment Company (the "Company"). As a result of
reorganization on October 30, 1991, in which both OPUBCO and the Company
participated, effective July 1, 1992, the net assets related to
participating employees of OPUBCO were transferred to the newly
established "Retirement Savings Plan and Trust for the Employees of The
Oklahoma Publishing Company," and the Prior Plan was restated and named
"The Retirement Savings Plan and Trust for Employees of Gaylord
Entertainment Company and Affiliated and Adopting Corporations."
Since that time, the Plan has been amended and restated both on January 1,
1995 and April 1, 1996. As part of the April 1, 1996 amendment and
restatement, the Plan became the "Gaylord Entertainment Company 401(k)
Savings Plan."
- 5 -
<PAGE> 9
ELIGIBILITY
An employee is eligible to participate in the Plan upon the earliest of
January 1, April 1, July 1 or October 1 (the "entry dates") as of which
such employee has both completed one thousand hours of service during an
eligibility computation period, as defined by the Plan, and attained the
age of twenty-one years. Classes of employees excluded from participation
in the Plan include (see the Plan Document for more complete information):
(1) certain employees covered by collective bargaining agreements, (2)
casual employees, (3) leased employees and (4) hourly employees who were
hired on an "on-call" basis.
Participation in the Plan is voluntary. In order to participate, an
eligible employee must apply for participation on the Plan's application
for enrollment form at least twenty days prior to the entry date on which
the employee desires to begin participation.
CONTRIBUTIONS AND VESTING
A participant may elect to make tax deferred contributions in amounts
between one and sixteen percent of his or her compensation through regular
payroll deferrals (the "compensation reduction contribution"). For each
compensation reduction contribution, the Company makes a contribution (the
"employer matching contribution") to the Plan in an amount equal to fifty
percent of that portion of the participant's compensation reduction
contribution which is not in excess of six percent of the participant's
compensation.
Participants are fully vested at all times in their compensation reduction
contributions, rollover contributions and any earnings thereon.
Participants vest in the employer matching contributions beginning at
forty percent after completing two years of service, as defined by the
Plan, increasing by twenty percent with each additional year of service.
As such, participants with five or more years of service are fully vested
in their entire account balances. Participants retiring at the normal
retirement age or becoming permanently and totally disabled, as defined by
the Plan, are fully vested in their entire account balances. The forfeited
balances of terminated participants' nonvested accounts are used to reduce
future employer contributions. In general, the Plan has the right to limit
employee and employer contributions in order to comply with ERISA and the
Internal Revenue Code.
INVESTMENT OPTIONS
Participants may direct the investment of all contributions and prior
account balances into funds established by the Plan. Participants can
allocate their investments in 1% increments in seven investment funds:
<TABLE>
<S> <C>
Core Stock Fund- Invests in shares of a fund of an equity separate account
that invests primarily in a portfolio of common stocks
and American Depository Receipts.
</TABLE>
- 6 -
<PAGE> 10
<TABLE>
<S> <C>
Stable Value Fund- Invests in a combination of guaranteed investment
contracts with unaffiliated insurance companies and
investment contract common collective trust funds issued
by banks.
Balanced Fund- Invests in shares of a fund of a registered investment
company that invests in a combination of stocks and
convertible securities which are deemed to offer the
potential for capital growth and/or income over the
intermediate and long-term.
Aggressive Stock Fund- Invests in shares of a fund of a registered investment
company that invests primarily in common stocks,
emphasizing small to medium-size emerging-growth
companies.
International Stock Fund- Invests in shares of a fund of a registered investment
company that invests primarily in common stocks and
convertibles of foreign issuers.
Bond Fund - Invests in shares of a fund of a registered investment
company that invests in debt securities, including U.S.
government securities, corporate bonds, mortgage-related
securities and securities denominated in foreign currencies.
GET Stock Fund- Invests in shares of Gaylord Entertainment Company
common stock.
</TABLE>
Participants can elect to change their investment allocations at any time
by use of a telephone voice response system maintained for such purpose.
Participants may allocate no more than 30% of their contributions and
account balances to the GET Stock Fund.
DISTRIBUTIONS
Participants may withdraw their vested account balances upon retirement,
death, disability, termination of employment, or early retirement as
defined by the Plan. Participants can choose to have the amount of their
vested account balances either paid to them in lump sum, rolled over
directly into another qualified Plan or individual retirement account, or
used to purchase an annuity with an unaffiliated insurance company.
Participants with vested account balances less than $3,500 automatically
receive lump sum distributions.
- 7 -
<PAGE> 11
In the event of financial hardship (as defined by the Plan) or where a
participant has attained the age of 59-1/2 years, a participant may elect,
while still in the employment of the Company, to withdraw all or part of
the amount invested in his or her account from compensation reduction
contributions. Cases of financial hardship are reviewed and approved by
the Plan's Benefits Trust Committee or its designee in accordance with the
applicable provisions of ERISA. A participant may elect at any time to
withdraw amounts that were contributed to the Plan as a rollover
contribution (subject to certain limitations of the Plan).
Upon the death of a participant who has an Hour of Service prior to
January 1, 1992, and prior to the start of his or her benefit payments,
the participant's spouse (if any) is eligible to receive benefits in the
form of a qualified pre-retirement survivor annuity. If, at the time of
death, a participant's vested account balance was less than $3,500, a lump
sum distribution, rather than a qualified pre-retirement survivor annuity,
is made to the eligible surviving spouse.
TRUSTEE
The assets of the Plan are administered under the terms of a trust
agreement between the Company and Charles Schwab Trust Company.
PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the
right under the Plan to terminate the Plan at any time subject to the
provisions of ERISA. In the event the Plan is terminated, participants
vest fully in their account balances.
ADMINISTRATIVE EXPENSES
Substantially all administrative expenses of the Plan are paid by the plan
participants based on a pre-determined percentage of net assets of the
Plan.
LOANS TO PARTICIPANTS
A participant may borrow the lesser of $50,000 or 50% of his or her vested
account balance with a minimum loan amount of $1,000. Loans are repayable
through payroll deductions over periods ranging up to 60 months unless the
loan is to be used to acquire, construct or substantially reconstruct the
participant's principal residence. Each loan bears an interest rate of
prime plus 2% and is fixed over the life of the note. The interest rate at
December 31, 1997 was 10.5%.
PLAN AMENDMENTS
During 1997, the Plan was amended to fully vest all participants who were
terminated during the year as a result of the Merger (see Note 7) and
certain other Company restructurings. In order to give participants who
were terminated the ability to fully transfer their investment balances
into another employers' qualified benefit plan, an amendment was made to
allow transferability of outstanding loan balances into another plan.
- 8 -
<PAGE> 12
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The accompanying financial statements are prepared on the accrual basis of
accounting. The preparation of the financial statements in conformity with
generally accepted accounting principles requires the Plan's management to
use estimates and assumptions that affect the accompanying financial
statements and disclosures. Actual results could differ from these
estimates.
INCOME RECOGNITION
Interest income is recorded as earned on the accrual basis. Dividend
income is recorded on the ex-dividend date.
INVESTMENT VALUATION
Cash equivalents are stated at cost, which approximates market value.
Marketable securities are stated at fair value. Securities traded on a
national securities exchange are valued at the last reported sales price
on the last business day of the year. Investments traded in the
over-the-counter market and listed securities for which no sale was
reported on the last day of the plan year are valued at the last reported
bid price. Investment contracts are reported at contract value, which
approximates fair value, as of December 31, 1997 and 1996, respectively,
in accordance with SOP 94-4 "Reporting of Investment Contracts Held by
Health and Welfare Benefit Plans and Defined-Contribution Plans."
NET APPRECIATION IN FAIR VALUE OF INVESTMENTS
Net realized and unrealized appreciation is recorded in the accompanying
statement of changes in net assets available for benefits, with fund
information, as net appreciation in fair value of investments.
3. CONTRACTS WITH INSURANCE COMPANIES
The Plan has investment contracts with unaffiliated companies which expire
in various years and typically reinvest funds from expiring contracts into
new investment contracts. These contracts pay a stated rate of interest
and require that all interest be reinvested in the respective contracts.
One such contact was an investment with the Executive Life Insurance
Company ("Executive Life").
On April 11, 1991, the Insurance Commissioner of California placed
Executive Life into conservatorship. On February 9, 1994, the Retirement
Savings Plan Committee elected, on behalf of the Plan, to opt into a Court
appointed Rehabilitation Plan (the "Rehabilitation Plan") whereby the
original investment in Executive Life would be replaced by an "Interest
Only Pension GIC Contract" with Aurora National Life Assurance ("Aurora").
This restructured contract paid a fixed rate of interest, provided for
recovery of the majority of the investment's original principal value and
accrued interest as of April 1, 1991, and extended the original maturity
of the investment to September 3, 1998.
- 9 -
<PAGE> 13
Under the terms of the Rehabilitation Plan, amounts distributed by Aurora
were restricted from access and deposited in the name of the Plan into the
Executive Life Insurance Company Rehabilitation Plan Holdback Trust (the
"Holdback Trust") as appointed by the Superior Court of California. During
fiscal 1996, this investment in the Holdback Trust was distributed to the
Plan.
As of December 31, 1996, the amount equal to the difference between the
original carrying value of the Executive Life contract and the contract
value of the rehabilitated investment with Aurora was carried as an
investment income adjustment receivable in the accompanying statement of
net assets. During 1997, an amendment was made to the Plan allowing a
one-time contribution from the Company in the amount of the investment
income adjustment receivable. On April 18, 1997, the Plan received this
one-time contribution from the Company.
4. INVESTMENTS IN EXCESS OF 5% OF NET ASSETS
As of December 31, 1997 and 1996, the following investments were in excess
of 5% of net assets:
<TABLE>
<CAPTION>
1997 1996
------- -------
<S> <C> <C>
John Hancock Diversified Stock Fund (1K) $22,455 $18,317
Dodge and Cox Balanced Fund 15,985 13,868
Firstar Trust Company Institutional
Investors GIC Fund 10,776 13,661
AIM Constellation Fund 9,584 8,962
Gaylord Entertainment Company
common stock
2,320 4,936
</TABLE>
5. TAX STATUS
The Plan obtained its latest determination letter on December 3, 1997, for
all Plan amendments made up to November 1996, in which the Internal
Revenue Service stated that the Plan, as then designed, was in compliance
with the applicable requirements of the Internal Revenue Code. A
determination letter has not been requested for all amendments made
subsequent to November 1996; however the Plan Administrator and the Plan's
tax counsel believe the Plan is currently being operated in compliance
with applicable requirements of the Internal Revenue Code. Therefore, they
believe the Plan is qualified, and the related trust is tax exempt as of
the financial statement date.
- 10 -
<PAGE> 14
6. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
As discussed in Note 2, the financial statements of the Plan, as prepared
under generally accepted accounting principles, record distributions to
participants as deductions when paid. The Department of Labor requires
that amounts allocated to participants who have elected to withdraw from
the Plan, but have not yet been paid, be recorded as a liability on the
Form 5500.
The following is a reconciliation of the net assets available for plan
benefits and benefits payable at December 31, 1997 and 1996, per the
financial statements to the Form 5500 (in thousands).
<TABLE>
<CAPTION>
NET ASSETS AVAILABLE
BENEFITS PAYABLE FOR BENEFITS
--------------------- -------------------------
1997 1996 1997 1996
------ -------- --------- ---------
<S> <C> <C> <C> <C>
Per the financial
statements $ - $ - $ 74,346 $ 69,380
Deduct: Amounts
allocated to
withdrawing
participants 74 125 (74) (125)
------ -------- --------- ---------
Per the Form 5500 $ 74 $ 125 $ 74,272 $ 69,255
====== ======== ========= =========
</TABLE>
The following is a reconciliation of benefits paid to participants for the
year ended December 31, 1997, per the financial statements to the Form
5500 (in thousands).
<TABLE>
<CAPTION>
1997
---------
<S> <C>
Per the financial statements $ 16,190
Add: Amounts allocated to withdrawing participants at
December 31, 1997
74
Deduct: Amounts allocated to withdrawing participants at
December 31, 1996
(125)
---------
Per the Form 5500 $ 16,139
=========
</TABLE>
- 11 -
<PAGE> 15
7. MERGER
On October 1, 1997, the Company merged with a subsidiary of CBS, Inc.
("CBS", formerly Westinghouse Electric Corporation) (the "Merger").
Immediately prior to the Merger, the Company was restructured so that
certain assets and liabilities that were part of the Company's
hospitality, attractions, music, television and radio businesses,
including all of the Company's long-term debt, were transferred to New
Gaylord Entertainment Company ("New Gaylord"), a wholly owned subsidiary
of the Company. As a result of the restructuring and the Merger,
substantially all of the assets of the Company's cable networks business
(other than CMT International and Z Music) (the "Cable Networks
Business"), and certain liabilities related thereto, were held by the
Company and were acquired by CBS in the Merger. The Plan and its trust
were assigned to New Gaylord and the obligations thereunder were assumed
by New Gaylord.
On September 30, 1997, (immediately following the restructuring but prior
to the Merger), the Company distributed pro rata to its stockholders all
of the outstanding capital stock of New Gaylord, resulting in a
redistribution of stock equal to one third the number of shares held by
each participant. At the time of the Merger, the Company's stockholders
received shares of CBS common stock valued at the agreed upon transaction
price of $1,550,000,000, at a per share consideration of .606 share of CBS
common stock for every share of Gaylord Entertainment Company common
stock. Accordingly, 134,691 shares of CBS common stock were received by
the Plan and allocated to the participants based upon the number of shares
held in each participant's GET Stock Fund account prior to the Merger.
These shares are held in a non-participant directed fund (CBS Stock Fund).
As required by the Retirement Savings Plan Committee, each participant is
required to sell his or her CBS common stock prior to September 30, 1998,
at which time, all shares remaining in this fund will be sold by the
trustee with proceeds reinvested consistent with each participant's
then-current future contribution elections.
At the time of the Merger, an amendment was made to the Plan which fully
vested all Cable Network Business employees who participated in the Plan
prior to the Merger. The Plan will continue to maintain the investment
balances for these participants; however, these former employees are no
longer allowed to contribute to the Plan.
No part of the Plan or its assets were merged with any employee benefit
plan of CBS. Upon completion of the Merger and assignment, New Gaylord
changed its name to Gaylord Entertainment Company.
- 12 -
<PAGE> 16
Schedule I
Page 1 of 3
GAYLORD ENTERTAINMENT COMPANY
401(K) SAVINGS PLAN
ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AT DECEMBER 31, 1997
(IN THOUSANDS)
<TABLE>
<CAPTION>
DESCRIPTION OF INVESTMENT,
IDENTITY OF ISSUER, BORROWER, LESSOR, INCLUDING MATURITY DATE,
OR SIMILAR PARTY RATE OF INTEREST OR COLLATERAL COST CURRENT VALUE
- ------------------------------------- ------------------------------ ----------- -------------
<S> <C> <C> <C>
Core Stock Fund:
- ----------------
Investments:
John Hancock Diversified
Stock Fund (1K) Equity separate account $ 18,845 $ 22,455
----------- -----------
Total in Core Stock Fund 18,845 22,455
----------- -----------
Stable Value Fund:
- ------------------
Investments:
Aurora National Life Group annuity contract,
Insurance Company 5.61%, 9/3/98 (a) 2,555 2,555
Firstar Trust Company Common and collective trust
Institutional Investors GIC fund
Fund 9,948 10,776
----------- -----------
Total in Stable Value Fund 12,503 13,331
Balanced Fund:
- --------------
Investments:
Dodge and Cox Balanced Fund Equity and fixed income
mutual fund
13,999 15,985
----------- -----------
Total in Balanced Fund 13,999 15,985
----------- -----------
</TABLE>
(a) See Note 3 to financial statements.
(continued)
The accompanying notes to financial statements
are an integral part of this supplemental schedule.
- 13 -
<PAGE> 17
Schedule I
Page 2 of 3
GAYLORD ENTERTAINMENT COMPANY
401(K) SAVINGS PLAN
ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AT DECEMBER 31, 1997
(IN THOUSANDS)
(continued)
<TABLE>
<CAPTION>
DESCRIPTION OF INVESTMENT,
IDENTITY OF ISSUER, BORROWER, LESSOR, INCLUDING MATURITY DATE,
OR SIMILAR PARTY RATE OF INTEREST OR COLLATERAL COST CURRENT VALUE
- ------------------------------------- ------------------------------ ----------- -------------
<S> <C> <C> <C>
Aggressive Stock Fund:
- ----------------------
Investments:
AIM Constellation Fund Equity mutual fund $ 9,177 $ 9,584
----------- -----------
Total in Aggressive Stock
Fund 9,177 9,584
----------- -----------
International Stock Fund:
- -------------------------
Investments:
American AAdvantage Equity mutual fund
International Equity Fund-
Institutional Class 2,642 2,751
----------- -----------
Total in International
Stock Fund 2,642 2,751
----------- -----------
Bond Fund:
- ----------
Investments:
PIMCO Total Return Fund Debt securities and fixed
income mutual fund 1,614 1,635
----------- -----------
Total in Bond Fund 1,614 1,635
----------- -----------
</TABLE>
(continued)
The accompanying notes to financial statements
are an integral part of this supplemental schedule.
- 14 -
<PAGE> 18
Schedule I
Page 3 of 3
GAYLORD ENTERTAINMENT COMPANY
401(K) SAVINGS PLAN
ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AT DECEMBER 31, 1997
(IN THOUSANDS)
(continued)
<TABLE>
<CAPTION>
DESCRIPTION OF INVESTMENT,
IDENTITY OF ISSUER, BORROWER, LESSOR, INCLUDING MATURITY DATE,
OR SIMILAR PARTY RATE OF INTEREST OR COLLATERAL COST CURRENT VALUE
- ------------------------------------- ------------------------------ ----------- -------------
<S> <C> <C> <C>
GET Stock Fund:
---------------
Investments:
* Gaylord Entertainment Common stock, 72,642 shares
Company $ 246 $ 2,320
----------- -----------
Total in GET Stock Fund 246 2,320
----------- -----------
CBS Stock Fund:
---------------
Investments:
* CBS, Inc. Common stock, 118,607 shares 4,453 3,491
----------- -----------
Total in CBS Stock Fund 4,453 3,491
----------- -----------
Loans to Participants:
----------------------
* Various Loans to participants - fixed
interest rates of prime plus 2% 2,018 2,018
----------- -----------
Total Loans to Participants 2,018 2,018
----------- -----------
Total Assets Held for
Investment Purposes $ 65,497 $ 73,570
=========== ===========
</TABLE>
(*) Represents a party in interest.
The accompanying notes to financial statements
are an integral part of this supplemental schedule.
- 15 -
<PAGE> 19
Schedule II
GAYLORD ENTERTAINMENT COMPANY
401(K) SAVINGS PLAN
ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
PURCHASES
--------------------------
IDENTITY OF ISSUER, BORROWER, LESSOR OR NUMBER OF PURCHASE
SIMILAR PARTY DESCRIPTION OF INVESTMENT TRANSACTIONS PRICE
- --------------------------------------- ------------------------- ------------ ----------
<S> <C> <C> <C>
AIM Constellation Fund Equity mutual fund 232 $3,271,119
Dodge and Cox Balanced Fund Equity and fixed income
mutual fund 200 4,251,136
Firstar Institutional Investors GIC Fund Common and collective trust
fund 232 3,054,198
John Hancock Diversified Stock Fund (1K) Equity separate account 223 6,742,283
<CAPTION>
SALES
----------------------------------------------------------
IDENTITY OF ISSUER, BORROWER, LESSOR OR NUMBER OF SELLING COST OF
SIMILAR PARTY TRANSACTIONS PRICE ASSETS NET GAIN
- --------------------------------------- ------------ ---------- ---------- -----------
<S> <C> <C> <C> <C>
AIM Constellation Fund 317 $3,142,518 $ 2,751,371 $ 391,147
Dodge and Cox Balanced Fund
371 3,910,466 3,278,156 632,310
Firstar Institutional Investors GIC Fund
308 6,662,027 6,282,611 379,416
John Hancock Diversified Stock Fund (1K) 383 6,013,782 4,774,672 1,239,110
</TABLE>
The accompanying notes to financial statements
are an integral part of this supplemental schedule.
- 16 -
<PAGE> 20
The following is a complete list of Exhibits filed or incorporated by reference
as part of this annual report:
EXHIBITS
<TABLE>
<S> <C>
23 Consent of Independent Public Accountants........................... E-1
</TABLE>
<PAGE> 21
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Administrator of the Gaylord Entertainment Company 401(k) Savings Plan has
duly caused this Annual Report to be signed on its behalf by the undersigned
hereunto duly authorized.
GAYLORD ENTERTAINMENT COMPANY
401(k) SAVINGS PLAN
By: Plan Committee for the Amended and
Restated Gaylord Entertainment Company
401(k) Savings Plan
Date: 6/29/98 By: /s/ Rod Conner
-------------- ------------------------------------------
Name: Rod Conner
----------------------------------------
Title: Sr. VP & CAO
---------------------------------------
<PAGE> 1
EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation of our report dated June 5, 1998 included in this Annual Report on
Form 11-K of the Gaylord Entertainment Company 401(k) Savings Plan into Gaylord
Entertainment Company's previously filed Registration Statement File Number
333-37051.
Nashville, Tennessee ARTHUR ANDERSEN LLP
June 29, 1998
