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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
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(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ____________ TO ____________
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COMMISSION FILE NO. 1-13079
GAYLORD ENTERTAINMENT COMPANY
(Exact name of registrant as specified in its charter)
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DELAWARE 73-0664379
(State or other jurisdiction of (I.R.S. employer identification number)
incorporation or organization)
ONE GAYLORD DRIVE, NASHVILLE, TENNESSEE 37214
(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code) (615) 316-6000
Securities registered pursuant to Section 12(b) of the Act:
COMMON STOCK -- $.01 PAR VALUE NEW YORK STOCK EXCHANGE
(Title of Class) (Name of exchange on which registered)
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Securities registered pursuant to Section 12(g) of the Act:
NONE
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. [X] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
As of March 18, 1999, 32,809,448 shares of Common Stock were outstanding.
The aggregate market value of the shares of Common Stock held by non-affiliates
of the registrant based on the closing price of the Common Stock on the New York
Stock Exchange on March 18, 1999 was approximately $464,664,000. Shares of
Common Stock held by non-affiliates exclude only those shares beneficially owned
by officers and directors.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's Annual Report to Stockholders for the year
ended December 31, 1998 are incorporated by reference into Part II of this Form
10-K. Portions of the registrant's Proxy Statement for the Annual Meeting of
Stockholders to be held May 13, 1999 are incorporated by reference into Part III
of this Form 10-K.
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PART II
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
This amendment is being filed in order to include the information required
by this item, which information was inadvertently omitted from Exhibit 13.1 to
the Registrant's Annual Report on Form 10-K for the year ended December 31,
1998. The information required by this item is incorporated by reference to the
information on page 34 of the Company's Annual Report to Stockholders for the
year ended December 31, 1998 and is included in Exhibit 13.2 to this
Form 10-K/A.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)(3) Exhibits. See Index to Exhibits, pages 3 through 6.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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
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Thomas J. Sherrard
Secretary
May 14, 1999
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
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2.1+ Basic Agreement, dated as of December 15, 1993, among
BASSGEC Management Company, Bass Pro Shops, Inc., Trackmar
Corporation, Finley River Properties, Inc., John L. Morris,
Trustee of the John L. Morris Revocable Living Trust, U/T/A
dated December 23, 1986, as amended, Hospitality and Leisure
Management, Inc., John L. Morris, and the Registrant's
former parent Gaylord Entertainment Company ("Old Gaylord")
(incorporated by reference to Exhibit 2.1 to Old Gaylord's
Registration Statement on Form S-3 (Registration No.
33-74552))
2.2+ Asset Purchase Agreement by and among Cencom Cable
Television, Inc., Lenoir TV Cable, Inc., CCT Holdings
Corporation and CCA Holdings Corporation dated as of March
30, 1995 (incorporated by reference to Exhibit 2 to Old
Gaylord's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1995)
2.3 Amendment 1 to the Asset Purchase Agreement by and among
Cencom Cable Television, Inc., Lenoir TV Cable, Inc., CCT
Holdings Corporation and CCA Holdings Corporation dated as
of May 24, 1995 (incorporated by reference to Exhibit 2.2 to
Old Gaylord's Current Report on Form 8-K filed with the
Securities and Exchange Commission on October 13, 1995)
2.4 Amendment 2 to the Asset Purchase Agreement by and among
Cencom Cable Television, Inc., Lenoir TV Cable, Inc., CCT
Holdings Corporation and CCA Holdings Corporation dated as
of September 29, 1995 (incorporated by reference to Exhibit
2.3 to Old Gaylord's Current Report on Form 8-K filed with
the Securities and Exchange Commission on October 13, 1995)
2.5+ Asset Purchase Agreement, dated as of November 21, 1996 by
and among Thomas Nelson, Inc., Word, Incorporated and Word
Direct Partners, L.P. as Sellers and Old Gaylord as Buyer
(incorporated by reference to Exhibit 2.1 to the Current
Report on Form 8-K, dated January 6, 1997, of Thomas Nelson,
Inc.)
2.6+ Amendment No. 1 to the Asset Purchase Agreement dated as of
January 6, 1997, by and among Thomas Nelson, Inc., Word
Incorporated and Word Direct Partners, L.P. as Sellers and
Old Gaylord as Buyer (incorporated by reference to Exhibit
2.2 to the Current Report on Form 8-K, dated January 6,
1997, of Thomas Nelson, Inc.)
2.7+ Asset Purchase Agreement, dated as of January 6, 1997, by
and between Nelson Word Limited and Word Entertainment
Limited (incorporated by reference to Exhibit 2.3 to the
Current Report on Form 8-K, dated January 6, 1997, of Thomas
Nelson, Inc.)
2.8+ Subsidiary Asset Purchase Agreement executed on January 6,
1997 and dated as of November 21, 1996 between Word
Communications, Ltd. and Word Entertainment (Canada), Inc.
(incorporated by reference to Exhibit 2.4 to the Current
Report on Form 8-K, dated January 6, 1997, of Thomas Nelson,
Inc.)
2.9+ Asset Purchase Agreement by and between Cox Broadcasting,
Inc. and Gaylord Broadcasting Company, L.P. dated January
20, 1997 (incorporated by reference to Exhibit 2.10 to Old
Gaylord's Annual Report on Form 10-K, as amended by Form
10-K/A, for the year ended December 31, 1996)
2.10+ Agreement and Plan of Merger dated February 9, 1997 by and
among Westinghouse Electric Corporation ("Westinghouse"), G
Acquisition Corp. and Old Gaylord (incorporated by reference
to Exhibit 2.1 to Old Gaylord's Current Report on Form 8-K
dated February 9, 1997)
3.1 Restated Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 3 to the Registrant's
Current Report on Form 8-K dated October 7, 1997)
3.2 Restated Bylaws of the Registrant (incorporated by reference
to Exhibit 3.2 to the Company's Registration Statement on
Form 10, as amended (File No. 1-13079))
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EXHIBIT
NUMBER DESCRIPTION
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4.1 Specimen of Common Stock certificate (incorporated by
reference to Exhibit 4.1 to the Company's Registration
Statement on Form 10, as amended (File No. 1-13079))
4.2 Credit Agreement dated as of August 19, 1997 among Old
Gaylord, the banks named therein and NationsBank of Texas,
N.A., ("NationsBank") as Administrative Lender (including
form of Swing Line Note, form of Revolving Credit Note, and
form of Assumption Agreement)(incorporated by reference to
Exhibit 4.2 to the Company's Registration Statement on Form
10, as amended (File No. 1-13079))
4.3 First Amendment to Credit Agreement, dated as of September
30, 1997, among Old Gaylord, the Registrant, the banks named
therein, and NationsBank (incorporated by reference to
Exhibit 4.3 to Gaylord's Annual Report on Form 10-K for the
year ended December 31, 1997)
4.4 Second Amendment to Credit Agreement, dated as of March 24,
1998 but effective as of October 1, 1997, among the
Registrant, the banks named therein, and NationsBank
(incorporated by reference to Exhibit 4.4 to Gaylord's
Annual Report on Form 10-K for the year ended December 31,
1997)
4.5* Third Amendment to Credit Agreement, dated as of March 22,
1999 but effective as of December 31, 1998, among the
Registrant, the banks named therein, and NationsBank, N.A.
(successor by merger to NationsBank)
9.1 Voting Trust Agreement ("Voting Trust Agreement") dated as
of October 3, 1990 between certain stockholders of The
Oklahoma Publishing Company and Edward L. Gaylord, Edith
Gaylord Harper, Christine Gaylord Everest, and E. K. Gaylord
II as Voting Trustees (incorporated by reference to Exhibit
9.1 to Old Gaylord's Registration Statement on Form S-1
(Registration No 33-42329))
9.2 Amendment No. 1 to Voting Trust Agreement dated as of
October 7, 1991 between certain stockholders of The Oklahoma
Publishing Company and Edward L. Gaylord, Edith Gaylord
Harper, Christine Gaylord Everest, and E. K. Gaylord II as
Voting Trustees (incorporated by reference to Exhibit 9.2 to
Old Gaylord's Registration Statement on Form S-1
(Registration No. 33-42329))
10.1 Senior Subordinated Note issued on September 29, 1995 by CCT
Holdings Corporation in the original principal amount of
$165,687,890 (incorporated by reference to Exhibit 10.1 to
Old Gaylord's Current Report on Form 8-K filed with the
Securities and Exchange Commission on October 13, 1995)
10.2 Senior Subordinated Loan Agreement, dated as of September
29, 1995, between CCT Holdings and Cencom Cable Television,
Inc. (incorporated by reference to Exhibit 10.2 to Old
Gaylord's Current Report on Form 8-K filed with the
Securities and Exchange Commission on October 13, 1995)
10.3 Contingent Payment Agreement, dated as of September 29,
1995, between Charter Communications Entertainment, L.P.,
CCT Holdings Corporation and Cencom Cable Television, Inc.
(incorporated by reference to Exhibit 10.3 to Old Gaylord's
Current Report on Form 8-K filed with the Securities and
Exchange Commission on October 13, 1995)
10.4 Letter Agreement dated September 14, 1994 between CBS, Inc.
and the Registrant (d/b/a KTVT, Fort Worth Dallas) as
modified by the Affiliation Agreement dated December 2, 1994
between the parties as amended by the letter agreement
between the parties dated December 29, 1994 (incorporated by
reference to Exhibit 10.20 of Old Gaylord's Annual Report on
Form 10-K for the year ended December 31, 1994)
10.5 Amended and Restated Limited Partnership Agreement of Bass
Pro, L.P. (incorporated by reference to Exhibit 2.3 to Old
Gaylord's Registration Statement on Form S-3 (Registration
No. 33-74552))
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EXHIBIT
NUMBER DESCRIPTION
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10.6 Tax Disaffiliation Agreement by and among Old Gaylord, the
Registrant and Westinghouse, dated September 30, 1997
(incorporated by reference to Exhibit 10.3 to the
Registrant's Current Report on Form 8-K, dated October 7,
1997)
10.7 Post-Closing Covenants Agreement among Westinghouse, Old
Gaylord, the Registrant and certain subsidiaries of the
Registrant dated September 30, 1997 (incorporated by
reference to Exhibit 10.2 to the Registrant's Current Report
on Form 8-K, dated October 7, 1997)
10.8 Agreement and Plan of Distribution, dated September 30,
1997, between Old Gaylord and the Registrant (incorporated
by reference to Exhibit 10.1 to the Registrant's Current
Report on Form 8-K dated October 7, 1997)
10.9 Opry Mills Limited Partnership Agreement, executed as of
March 31, 1998, by and among Opry Mills, L.L.C., The Mills
Limited Partnership, and Opryland Attractions, Inc.
(incorporated by reference to Exhibit 10.1 to the
Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1998)
10.10 Contract for a Space Segment Service on the Eutelsat Hotbird
3 Satellite dated April 25, 1995 by and between British
Telecommunications plc and Country Music Television, Inc.
(including schedules and exhibits material to an
understanding of the Agreement) (incorporated by reference
to Exhibit 10.2 to the Registrant's Quarterly Report on Form
10-Q for the quarter ended March 31, 1998)
EXECUTIVE COMPENSATION PLANS AND MANAGEMENT CONTRACTS
10.11 1997 Stock Option and Incentive Plan Amended and Restated as
of August 15, 1998 (incorporated by reference to Exhibit 10
to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1998)
10.12 The Opryland USA Inc. Supplemental Deferred Compensation
Plan (incorporated by reference to Exhibit 10.11 to Old
Gaylord's Registration Statement on Form S-1 (Registration
No. 33-42329))
10.13 The Opryland USA Inc. Supplemental Executive Retirement Plan
(incorporated by reference to Exhibit 10.22 to Old Gaylord's
Annual Report on Form 10-K for the year ended December 31,
1992)
10.14 Gaylord Entertainment Company Excess Benefit Plan
(incorporated by reference to Exhibit 10.30 to Old Gaylord's
Annual Report on Form 10-K for the year ended December 31,
1994)
10.15 Gaylord Entertainment Company Supplemental Executive
Retirement Plan (incorporated by reference to Exhibit 10.31
to Old Gaylord's Annual Report on Form 10-K for the year
ended December 31, 1994)
10.16 Gaylord Entertainment Company Directors' Unfunded Deferred
Compensation Plan (incorporated by reference to Exhibit
10.32 to Old Gaylord's Annual Report on Form 10-K for the
year ended December 31, 1994)
10.17 Form of Severance Agreement between the Registrant and
certain of its executive officers (incorporated by reference
to Exhibit 10.23 to Old Gaylord's Annual Report on Form 10-K
for the year ended December 31, 1996)
10.18 Form of Indemnity Agreement between the Registrant and its
directors (incorporated by reference to Exhibit 10.24 to Old
Gaylord's Annual Report on Form 10-K for the year ended
December 31, 1996)
10.19 Executive Employment Agreement of Dan E. Harrell, dated
March 24, 1997, with Word Entertainment Group, Inc., a
subsidiary of the Registrant (incorporated by reference to
Exhibit 10.17 to Gaylord's Annual Report on Form 10-K for
the year ended December 31, 1997)
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EXHIBIT
NUMBER DESCRIPTION
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10.20 Letter Agreement, dated March 26, 1998, regarding employment
of Jerry O. Bradley, by the Registrant (incorporated by
reference to Exhibit 10.18 to Gaylord's Annual Report on
Form 10-K for the year ended December 31, 1997)
10.21* Letter Agreement, dated June 4, 1998, regarding change of
status of Jack J. Vaughn, by the Registrant
10.22* Senior Advisor Agreement, dated June 10, 1998, between Jack
J. Vaughn and the Registrant
13.1* Portions of the Registrant's Annual Report to Stockholders
for the year ended December 31, 1998
13.2** Portion of the Registrant's Annual Report to Stockholders for the
year ended December 31, 1998 containing Quantitative and
Qualitative Disclosures About Market Risk.
21* Subsidiaries of Gaylord Entertainment Company
23* Consent of Independent Auditors
27* Financial Data Schedule for year ended December 31, 1997
(for SEC use only)
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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.
* Filed with Annual Report on Form 10-K for fiscal year ended December 31,
1998.
** Filed herewith.
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EXHIBIT 13.2
MARKET RISK
The following discusses the Company's exposure to market risk related
to changes in interest rates and foreign currency exchange rates.
OUTSTANDING DEBT OF THE COMPANY - The Company has exposure to interest
rate changes primarily relating to outstanding indebtedness under the 1997
Credit Facility. As of December 31, 1998, the Company had outstanding debt of
$283.0 million, $252.8 million of which was outstanding under the 1997 Credit
Facility. The majority of the Company's debt, including the 1997 Credit
Facility, bears interest at rates which vary with changes in the London
Interbank Offered Rate (LIBOR). The weighted average interest rate on the
Company's borrowings in 1998 was 6.6%. The Company has not undertaken any
actions to manage interest market risk, and does not speculate on the future
direction of interest rates. If LIBOR rates were to increase by 100 basis
points, the estimated impact on the Company's consolidated financial statements
would be to reduce net income by approximately $1.6 million after taxes based on
amounts outstanding at December 31, 1998. Increases in interest rates could also
increase the interest expense associated with future borrowings by the Company,
if any.
NOTES RECEIVABLE - The Company also has exposure to interest rate
changes relating to the fair market value of certain outstanding long-term notes
receivable with fixed interest rates. As of December 31, 1998, the Company had
outstanding long-term notes receivable of $9.0 million, $7.5 million of which
was receivable from Bass Pro. Subsequent to December 31, 1998, the Company
advanced an additional $28.1 million to Bass Pro under an unsecured note
agreement. Except for the $7.5 million receivable from Bass Pro, all of the
Company's notes receivable bear interest at fixed rates, and therefore would
become less valuable if interest rates were to rise.
CASH BALANCES - Certain of the Company's outstanding cash balances are
occasionally invested overnight with high credit quality financial institutions.
The Company does not have significant exposure to changing interest rates on
invested cash at December 31, 1998. As a result, the interest rate market risk
implicit in these investments at December 31, 1998, if any, is low.
FOREIGN CURRENCY EXCHANGE RATE RISK - Substantially all of the
Company's revenues are realized in U.S. Dollars and are from customers in the
United States. Although the Company owns certain subsidiaries who conduct
business in foreign markets and whose transactions are settled in foreign
currencies, these operations are not material to the overall operations of the
Company. Therefore, the Company does not believe it has any significant foreign
currency exchange rate risk. The Company generally does not hedge against
foreign currency exchange rate changes and does not speculate on the future
direction of foreign currencies.
SUMMARY - Based on the Company's overall market interest rate and
foreign currency exchange rate exposure at December 31, 1998, the Company
believes that the effect, if any, of reasonably possible near-term changes in
interest rates or fluctuations in foreign currency exchange rates on the
Company's consolidated financial position, results of operations or cash flows
would not be material.
