<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
[X] Annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934
For the fiscal year ended December 31, 1999
Or
[ ] Transition report pursuant to Section 15(d) of the Securities
Exchange Act of 1934
For the transition period from ______________ to _____________
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 Schedule
as of December 31, 1999 and 1998
Together With Report of Independent Public Accountants
2
<PAGE> 3
GAYLORD ENTERTAINMENT COMPANY
401(k) SAVINGS PLAN
FINANCIAL STATEMENTS AND SCHEDULE
DECEMBER 31, 1999 AND 1998
TABLE OF CONTENTS
<TABLE>
<S> <C>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS F-1
FINANCIAL STATEMENTS
Statements of Net Assets Available for Benefits -
December 31, 1999 and 1998 F-2
Statements of Changes in Net Assets Available for Benefits
for the Years Ended December 31, 1999 and 1998 F-3
NOTES TO FINANCIAL STATEMENTS AND SCHEDULE F-4
SCHEDULE SUPPORTING FINANCIAL STATEMENTS
Schedule I: Schedule H, Line 4i - Schedule of Assets Held for Investment
Purposes at December 31, 1999 F-11
</TABLE>
3
<PAGE> 4
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Benefits Trust Committee of the Gaylord Entertainment
Company 401(k) Savings Plan:
We have audited the accompanying statements of net assets available for benefits
of the GAYLORD ENTERTAINMENT COMPANY 401(K) SAVINGS PLAN as of December 31, 1999
and 1998, and the related statements of changes in net assets available for
benefits for the years ended December 31, 1999 and 1998. These financial
statements and the schedule referred to below are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements and schedule based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. 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, 1999 and 1998, and
the changes in its net assets available for benefits for the years ended
December 31, 1999 and 1998, in conformity with accounting principles generally
accepted in the United States.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes (Schedule I) is presented for the purpose of additional
analysis and is not a required part of the basic financial statements but is
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 supplemental schedule has been subjected to the
auditing procedures applied in the audits of the basic financial statements and,
in our opinion, is fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
Nashville, Tennessee
June 5, 2000
F-1
<PAGE> 5
GAYLORD ENTERTAINMENT COMPANY
401(k) SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1999 AND 1998
(In Thousands)
<TABLE>
<CAPTION>
1999 1998
------- -------
<S> <C> <C>
ASSETS:
Investments:
Mutual funds $77,308 $74,392
Common stock 2,763 2,986
Loans to participants 1,935 2,155
------- -------
Total investments 82,006 79,533
Cash and Cash Equivalents 585 621
Interest and Dividend Income Receivable 10 10
------- -------
Total Assets 82,601 80,164
LIABILITIES:
Accrued administrative expenses 10 10
------- -------
Total Liabilities 10 10
------- -------
NET ASSETS AVAILABLE FOR BENEFITS $82,591 $80,154
======= =======
</TABLE>
The accompanying notes to financial statements are an integral part of these
financial statements.
F-2
<PAGE> 6
GAYLORD ENTERTAINMENT COMPANY
401(k) SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
(In Thousands)
<TABLE>
<CAPTION>
1999 1998
------- -------
<S> <C> <C>
NET ASSETS, BEGINNING OF YEAR $80,154 $74,346
ADDITIONS:
Contributions:
Participants 5,316 5,051
Employer, net of forfeitures 1,892 1,862
------- -------
Total contributions 7,208 6,913
------- -------
Investment income:
Net appreciation in fair value of investments 5,173 4,469
Interest 200 288
Dividends 6,279 5,929
------- -------
Total investment income 11,652 10,686
------- -------
Total additions 18,860 17,599
------- -------
DEDUCTIONS:
Benefits paid to participants 16,202 11,561
Other 221 230
------- -------
Total deductions 16,423 11,791
------- -------
NET INCREASE 2,437 5,808
------- -------
NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR $82,591 $80,154
======= =======
</TABLE>
The accompanying notes to financial statements are an integral part of
these financial statements.
F-3
<PAGE> 7
GAYLORD ENTERTAINMENT COMPANY
401(k) SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS AND SCHEDULE
DECEMBER 31, 1999 AND 1998
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), as amended.
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 Gaylord Entertainment Company (the "Company"). As a
result of a 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 on January 1,
1995, April 1, 1996, and January 1, 1997. As part of the April 1, 1996
amendment and restatement, the Plan became the "Gaylord Entertainment
Company 401(k) Savings Plan." The amendment effective January 1, 1997,
had no significant effect on the plan other than to clarify terms used
in the original plan document.
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.
F-4
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CONTRIBUTIONS AND VESTING
Until April 1, 1998, a participant could 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"). Thereafter, a participant may elect to make
tax deferred contributions in amounts between one and twenty percent as
their 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. During 1999 and 1998, $69,371 and $58,564, respectively,
were forfeited by terminated employees. At December 31, 1999 and 1998
there were $215,681 and $139,319, respectively, of unallocated
forfeitures included in net assets that were held in suspense. 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 investments of all contributions and prior
account balances into funds established by the Plan. During 1999,
participants allocated their investments in 1% increments in the
following seven investment funds:
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.
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.
F-5
<PAGE> 9
GET STOCK FUND
Invests in shares of Gaylord Entertainment Company common
stock.
CORE STOCK FUND
Invests in shares of a fund that invests primarily in a
portfolio of common stocks and American Depositary Receipts.
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.
Effective February 1, 2000, the Core Stock Fund and the Aggressive
Stock Fund have been replaced with the following three investment
options:
MID-CAP EQUITY FUND
Invests in shares of a mutual fund that invests in
medium-sized companies that are expected to demonstrate growth
in earnings and revenue.
SMALL-CAP EQUITY FUND
Invests in shares of a mutual fund that invests in small-sized
companies that are currently considered undervalued or
demonstrate growth in earnings and revenue.
S&P 500 INDEX FUND
Invests in shares of a mutual fund that attempts to replicate
the aggregate return and risk of the Standard & Poor's 500
index.
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
$5,000 automatically receive lump sum distributions.
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 and the vested portion of their matching
contribution account. A participant may receive a hardship withdrawal
only after obtaining the maximum number of loans to which they are
entitled. 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).
F-6
<PAGE> 10
Upon the death of a participant who has an Hour of Service (as defined
by the Plan) 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 $5,000, 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 flat dollar fee plus an asset based fee or
actual expenditures 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, 1999 was 10.5%. Loans in
default at the end of the Plan year are deemed to be distributions.
PLAN AMENDMENTS
In addition to the amendments discussed above, the Plan was amended
during 1997 to fully vest all participants who were terminated during
the year as a result of a subsidiary of the Company merging with a
subsidiary of CBS Corporation 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, the Plan was amended to allow transferability of
outstanding loan balances into another plan.
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 accounting principles generally accepted in the United
States 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.
F-7
<PAGE> 11
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 which are held in the Stable
Value Fund are reported at contract value, which approximates fair
value, as of December 31, 1999 and 1998, 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 gains and losses and changes in unrealized appreciation
are recorded in the accompanying statements of changes in net assets
available for benefits as net appreciation in fair value of
investments.
NEW ACCOUNTING PRONOUNCEMENT
The American Institute of Certified Public Accountants issued Statement
of Position 99-3, "Accounting For And Reporting of Certain Defined
Contribution Plan Investments and Other Disclosure Matters" ("SOP
99-3"), which eliminates the requirements for a defined contribution
plan to disclose participant directed investment programs. SOP 99-3 was
adopted for the 1999 financial statements and accordingly, the 1998
financial statements have been reclassified to conform to the new
presentation.
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"). During 1998, all
investments in insurance contracts matured.
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.
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.
F-8
<PAGE> 12
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, the Plan was amended to allow 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
As of December 31, 1999 and 1998, the following investments were in
excess of 5% of net assets (in thousands):
<TABLE>
<CAPTION>
1999 1998
------- -------
<S> <C> <C>
John Hancock Diversified Stock Fund (1K) $27,746 $27,911
Firstar Trust Company Institutional Investors
Stable Asset Fund 13,733 13,875
Dodge and Cox Balanced Fund 15,418 15,698
AIM Constellation Fund 14,801 11,907
</TABLE>
During the year ended December 31, 1999 and 1998, the Plan's
investments appreciated (depreciated) in fair value by $5,173 and
$4,469 respectively, as follows (in thousands):
<TABLE>
<CAPTION>
1999 1998
------- -------
<S> <C> <C>
Mutual funds $ 5,178 $ 5,054
Common stock (5) (585)
------- -------
$ 5,173 $ 4,469
======= =======
</TABLE>
5. TAX STATUS
The Plan obtained its latest determination letter on December 3, 1997
for all Plan amendments adopted 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 designed and is
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.
F-9
<PAGE> 13
6. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The financial statements of the Plan, as prepared under accounting
principles generally accepted in the United States, 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, 1999 and 1998, per the
financial statements to the Form 5500 (in thousands).
<TABLE>
<CAPTION>
NET ASSETS
BENEFITS AVAILABLE FOR
PAYABLE BENEFITS
-------------- --------------------
1999 1998 1999 1998
---- ---- ------- --------
<S> <C> <C> <C> <C>
Per the financial statements $ -- $ -- $82,591 $ 80,154
Amounts allocated to withdrawing
participants 17 83 (17) (83)
---- ---- ------- --------
Per the Form 5500 $ 17 $ 83 $82,574 $ 80,071
==== ==== ======= ========
</TABLE>
The following is a reconciliation of benefits paid to participants for the year
ended December 31, 1999, per the financial statements to the Form 5500 (in
thousands).
<TABLE>
<CAPTION>
1999
--------
<S> <C>
Per the financial statements $ 16,202
Add: Amounts allocated to withdrawing participants at
December 31, 1999 17
Deduct: Amounts allocated to withdrawing participants at
December 31, 1998 (83)
--------
Per the Form 5500 $ 16,136
========
</TABLE>
7. DIVESTITURE OF KTVT
In October 1999, CBS acquired the Company's television station KTVT in
Dallas-Ft. Worth in exchange for $485,000,000 of CBS Series B
convertible preferred stock, $4,210,000 of cash and other
consideration. The sale involved approximately 170 employees and
resulted in approximately $5,000,000 in Plan assets being distributed.
Per the agreement, KTVT employees who participated in the Plan prior to
the sale became fully vested in their account balances. Participants
balances were paid in full by November 1999.
No part of the Plan or its assets were merged with any employee benefit
plan of CBS.
F-10
<PAGE> 14
SCHEDULE I
GAYLORD ENTERTAINMENT COMPANY
401(k) SAVINGS PLAN
SCHEDULE H, LINE 4I - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AT DECEMBER 31, 1999
(In Thousands)
<TABLE>
<CAPTION>
IDENTITY OF ISSUER, BORROWER, LESSOR, OR DESCRIPTION OF INVESTMENT, INCLUDING MATURITY CURRENT
SIMILAR PARTY DATE, RATE OF INTEREST OR COLLATERAL VALUE
---------------------------------------- --------------------------------------------- -------
<S> <C> <C>
Core Stock Fund:
John Hancock Diversified
Stock Fund (1K) Equity separate account $ 27,746
Stable Value Fund:
Firstar Trust Company
Institutional Investors Stable
Asset Fund Common and collective trust fund 13,733
Balanced Fund:
Dodge and Cox Balanced Fund Equity and fixed income mutual fund 15,418
Aggressive Stock Fund:
AIM Constellation Fund Equity mutual fund 14,801
International Stock Fund:
American AAdvantage
International Equity
Fund-Institutional Class Equity mutual fund 3,854
Bond Fund:
PIMCO Total Return Fund Debt securities and fixed income mutual fund 1,756
GET Stock Fund:
* Gaylord Entertainment Company Common stock, 92,186 shares 2,763
Loans to Participants:
* Various plan participants Loans to participants - interest rates ranging
from 9.75% to 10.5% 1,935
--------
Total Assets Held for
Investment Purposes $ 82,006
========
</TABLE>
* Represents a party in interest
The accompanying notes to financial statements are an integral part of
this supplemental schedule.
F-11
<PAGE> 15
SIGNATURES
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 behalf by the undersigned
hereunto duly authorized.
GAYLORD ENTERTAINMENT COMPANY
401(k) SAVINGS PLAN
By: Plan Committee for the Gaylord
Entertainment Company 401(k)
Savings Plan
Date: June 30, 2000 By: /s/ Rod Connor
----------------------------------------
Rod Connor
Senior Vice President and Chief
Administrative Officer
<PAGE> 16
INDEX TO EXHIBITS
Number Description Page
23 Consent of Independent Public Accountants.........................E-1
