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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 27, 1999
(OCTOBER 12, 1999)
GAYLORD ENTERTAINMENT COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
1-13079 73-0664379
(Commission File Number) (I.R.S. employer identification number)
ONE GAYLORD DRIVE, NASHVILLE, TENNESSEE 37214
(Address of principal executive offices) (Zip Code)
(615) 316-6000
(Registrant's Telephone Number, Including Area Code)
-------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On October 12, 1999, the Registrant consummated the transactions
contemplated by an Agreement and Plan of Merger, dated as of April 9, 1999 (as
amended, the "Agreement"), whereby CBS Corporation ("CBS") acquired the
Registrant's interest in the entities that own television station KTVT-TV
located in Dallas-Fort Worth (the "KTVT Disposition"). The Registrant received
shares of CBS Series B Participating Preferred Stock that are convertible into
10,141,691 shares of CBS Common Stock and certain other consideration described
in the Agreement.
The foregoing summary description of the Agreement and the transactions
contemplated by the Agreement is qualified in its entirety by reference to the
full text of the Agreement, a copy of which is annexed as Exhibit 2 to the
Registrant's Report on Form 8-K as filed with the Securities and Exchange
Commission on April 19, 1999 (the "Prior Report on Form 8-K"), a First Amendment
to the Agreement, a copy of which is annexed as an exhibit to a filing by CBS
with the Securities and Exchange Commission and incorporated by reference as
Exhibit 2 hereto, an Amended and Restated Tax Matters Agreement, a copy of which
is annexed as an exhibit to a filing by CBS with the Securities and Exchange
Commission and incorporated by reference as Exhibit 10 hereto, and press
releases by the Registrant, copies of which are annexed as Exhibit 99 to the
Registrant's Prior Report on Form 8-K and as Exhibit 99 hereto, each of which is
incorporated herein by this reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(b) Unaudited Pro Forma Condensed Consolidated Financial
Statements.
(i) Unaudited Pro Forma Condensed Consolidated Statements
of Income of the Registrant for the year ended
December 31, 1998 and for the six months ended June
30, 1999, giving effect to the KTVT Disposition as if
such disposition had occurred as of the beginning of
the periods presented; and
(ii) Unaudited Pro Forma Condensed Consolidated Balance
Sheet of the Registrant as of June 30, 1999, giving
effect to the KTVT Disposition as of June 30, 1999.
The accompanying Unaudited Pro Forma Condensed Consolidated Statements
of Income for the six month period ended June 30, 1999 and for the year ended
December 31, 1998 are presented as if the KTVT Disposition had occurred on
January 1, 1999 and January 1, 1998, respectively. The Unaudited Pro Forma
Condensed Consolidated Balance Sheet is presented as if the KTVT Disposition had
occurred on June 30, 1999. These pro forma financial statements are presented
for illustrative purposes only and may not be indicative of the actual results
of operations or financial position that would have been obtained if the KTVT
Disposition had occurred on such dates or that may be realized in the future. In
the opinion of the Company's management, all adjustments considered necessary
for a fair presentation of the pro forma data have been made. The results of
operations for the interim period are not necessarily indicative of the
operating results for the full year. The pro forma information should be read in
conjunction with the audited consolidated financial statements and the notes
thereto and Management's Discussion and Analysis of Financial Condition and
Results of Operations included in the Company's Annual Report on Form 10-K for
the year ended December 31, 1998.
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GAYLORD ENTERTAINMENT COMPANY
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1998
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
Adjustments
to Reflect
Removal
of KTVT
Historical Operations Pro Forma
Data (1)(2) Data
--------- -------- ---------
<S> <C> <C> <C>
Revenues $ 524,475 $(51,636) $ 472,839
Operating expenses:
Operating costs 315,077 (22,077) 293,000
Selling, general and administrative 123,681 (9,498) 114,183
Depreciation and amortization 42,784 (2,232) 40,552
--------- -------- ---------
Operating income 42,933 (17,829) 25,104
Interest expense (30,031) -- (30,031)
Interest income 25,606 -- 25,606
Other gains and losses 11,359 -- 11,359
--------- -------- ---------
Income before provision for
income taxes 49,867 (17,829) 32,038
Provision for income taxes 18,673 (6,864)(3) 11,809
--------- -------- ---------
Net income $ 31,194 $(10,965) $ 20,229
========= ======== =========
Pro forma net income per share $ 0.62
=========
Pro forma weighted average shares outstanding 32,805
=========
Pro forma net income per share - assuming dilution $ 0.61
=========
Pro forma weighted average shares outstanding - assuming dilution 33,158
=========
</TABLE>
(1) The pro forma adjustments reflect the removal of the results of
operations of KTVT from the Company's results of operations for the
year ended December 31, 1998.
(2) The pro forma adjustments do not include a $290,000 nonrecurring gain,
net of deferred taxes, related to the disposal of KTVT as of January 1,
1998.
(3) Reflects the adjustment of income tax expense to the expected effective
tax rates.
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GAYLORD ENTERTAINMENT COMPANY
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
FOR THE SIX MONTHS ENDED JUNE 30, 1999
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
Adjustments
to Reflect
Removal
of KTVT
Historical Operations Pro Forma
Data (1)(2) Data
--------- -------- ---------
<S> <C> <C> <C>
Revenues $ 241,501 $(23,975) $ 217,526
Operating expenses:
Operating costs 156,254 (11,541) 144,713
Selling, general and administrative 62,072 (4,715) 57,357
Depreciation and amortization 24,398 (1,332) 23,066
--------- -------- ---------
Operating income (1,223) (6,387) (7,610)
Interest expense (7,018) -- (7,018)
Interest income 1,394 -- 1,394
Other gains and losses 130,268 -- 130,268
--------- -------- ---------
Income before provision for
income taxes 123,421 (6,387) 117,034
Provision for income taxes 42,971 (2,459)(3) 40,512
--------- -------- ---------
Net income $ 80,450 $ (3,928) $ 76,522
========= ======== =========
Pro forma net income per share $ 2.33
=========
Pro forma weighted average shares outstanding 32,813
=========
Pro forma net income per share - assuming dilution $ 2.31
=========
Pro forma weighted average shares outstanding - assuming dilution 33,113
=========
</TABLE>
(1) The pro forma adjustments reflect the removal of the results of
operations of KTVT from the Company's results of operations for the six
months ended June 30, 1999.
(2) The pro forma adjustments do not include a $285,000 nonrecurring gain,
net of deferred taxes, related to the disposal of KTVT as of January 1,
1999.
(3) Reflects the adjustment of income tax expense to the expected effective
tax rates.
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GAYLORD ENTERTAINMENT COMPANY
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
JUNE 30, 1999
(AMOUNTS IN THOUSANDS)
<TABLE>
<CAPTION>
Adjustments Adjustments
to Remove to Record
Historical KTVT Net Disposition Pro Forma
Data Assets(1) Proceeds(1) Data
---------- --------- ----------- ----------
<S> <C> <C> <C> <C>
Cash $ 11,255 $ -- $ 4,200 $ 15,455
Trade receivables, net 89,931 -- -- 89,931
Other current assets 73,998 (3,371) 600 71,227
---------- -------- -------- ----------
Total current assets 175,184 (3,371) 4,800 176,613
Property and equipment, net 597,328 (19,998) -- 577,330
Intangible assets, net 117,302 -- -- 117,302
Investments 82,570 -- 485,000 567,570
Long-term notes receivable 36,768 -- -- 36,768
Other assets 36,759 (1,904) 5,400 40,255
---------- -------- -------- ----------
Total assets $1,045,911 $(25,273) $495,200 $1,515,838
========== ======== ======== ==========
Current portion of long-term debt $ 1,125 $ -- $ -- $ 1,125
Accounts payable and accrued expenses 93,138 3,881 2,800 99,819
---------- -------- -------- ----------
Total current liabilities 94,263 3,881 2,800 100,944
Long-term debt 272,011 -- -- 272,011
Deferred income taxes 51,146 -- 177,025 228,171
Other liabilities and minority interest 35,914 (1,959) 5,400 39,355
Stockholders' equity 592,577 -- 282,780 875,357
---------- -------- -------- ----------
Total liabilities and
stockholders' equity $1,045,911 $ 1,922 $468,005 $1,515,838
========== ======== ======== ==========
</TABLE>
(1) These pro forma adjustments reflect the removal of the financial
position of KTVT from the Company's reported financial position and the
recognition of a gain based upon the disposal of KTVT. The gain on the
disposal of KTVT is calculated as follows:
<TABLE>
<S> <C> <C>
Consideration received:
CBS convertible preferred stock $ 485,000
Advertising rights 6,000
Cash 4,200
Direct selling costs (2,200)
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Total consideration 493,000
Net assets of KTVT (35,018)
Assets retained by the Company 19,390
Liabilities retained by the Company (11,567)
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Net assets of KTVT acquired by CBS (27,195)
Gain deferral related to advertising rights (6,000)
-------------
Pretax gain on disposal 459,805
Deferred income taxes (177,025)
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Gain on disposal, net of deferred taxes $ 282,780
=============
</TABLE>
(c) The exhibits to this report are listed in the Index to
Exhibits set forth herein.
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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, thereunto duly authorized.
GAYLORD ENTERTAINMENT COMPANY
By: /s/ THOMAS J. SHERRARD
---------------------------------
Thomas J. Sherrard
Secretary
October 27, 1999
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
2+ First Amendment to the Agreement and Plan of Merger, dated as
of October 8, 1999, by and among the Registrant, Gaylord
Television Company, Gaylord Communications, Inc., CBS
Corporation, CBS Dallas Ventures, Inc. and CBS Dallas Media,
Inc. is incorporated by reference to Exhibit 2.3 to the
Registration Statement on Form S-3 of CBS Corporation, as
filed with the Securities and Exchange Commission on October
12, 1999.
10 Amended and Restated Tax Matters Agreement, dated as of
October 8, 1999, by and among the Registrant, Gaylord
Television Company, Gaylord Communications, Inc. and CBS
Corporation is incorporated by reference to Exhibit 2.4 to the
Registration Statement on Form S-3 of CBS Corporation, as
filed with the Securities and Exchange Commission on October
12, 1999.
99 Press Release issued by the Registrant on October 12, 1999.
</TABLE>
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+ As directed by Item 601(b)(2) of Regulation S-K, certain schedules and
exhibits to this exhibit are omitted from this filing. Registrant agrees to
furnish supplementally a copy of any omitted schedule or exhibit to the
Commission upon request.
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EXHIBIT 99
MEDIA CONTACT: Tom Adkinson
TELEPHONE: (615) 316-6302
E-MAIL: [email protected]
INVESTOR CONTACT: J. Russell Worsham
TELEPHONE: (615) 316-6564
E-MAIL: [email protected]
GAYLORD ENTERTAINMENT ANNOUNCES CLOSING OF KTVT TRANSACTION
NASHVILLE, Tenn. (October 12, 1999) -- Gaylord Entertainment Company (NYSE: GET)
announced today that the acquisition of KTVT, Dallas-Fort Worth, by CBS
Corporation (NYSE: CBS) has been completed.
Gaylord Entertainment received shares of CBS Series B convertible preferred
stock that are convertible into 10,141,691 shares of CBS common stock. As
previously announced, Gaylord Entertainment will also receive $1 million of
advertising time on the station annually over the next 10 years. The transaction
is expected to result in a gain, after recording deferred taxes, of
approximately $280 million, or $8.45 per diluted share, to be recorded in the
fourth quarter of 1999.
Gaylord Entertainment, headquartered in Nashville, is a diversified
entertainment company with operations in hospitality, attractions, music,
entertainment, broadcasting and cable networks. Among its properties are WSM
Radio and the Grand Ole Opry, the Opryland Hotel, Acuff-Rose Music Publishing,
Word Entertainment, Country Music Television International, Z Music Television,
the Wildhorse Saloon, the Ryman Auditorium, Cornerstone Sports, WWTN Radio and
Opryland Productions.
(Note: Certain matters discussed herein are forward looking statements that
involve risks and uncertainties, including growth in the popularity of country
music and country lifestyles; growth in the popularity of Christian music and
family values lifestyles; the ability to control costs relating to the
development of the Opry Mills retail complex; the ability to integrate the
operations of acquired businesses into the Company's operations; the advertising
market in the United States in general and in the Company's local television and
radio markets in particular; the perceived attractiveness of Nashville,
Tennessee and the Company's properties as a convention and tourist destination;
the ability of the Opryland Hospitality Group to successfully develop hotel
properties in other markets; consumer tastes and preferences for the Company's
programming and other entertainment offerings; competition; the impact of
weather on construction schedules; and consolidation in the broadcasting and
cable distribution industries. These risks and uncertainties are detailed from
time to time in the Company's SEC reports, including the report on Form 10-Q for
the quarter ended June 30, 1999.)
