<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 1995
Commission file number: 1-10881
A. Full title of the plan and address of the plan, if different from that of
the issuer named below:
Retirement Savings Plan and Trust for Employees
of Gaylord Entertainment Company
and Affiliated and Adopting Corporations
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
Gaylord Entertainment Company
One Gaylord Drive
Nashville, TN 37214
<PAGE> 2
The following Exhibit is included herein:
<TABLE>
<CAPTION>
NO. ITEM SEQUENTIAL PAGE
- --- ---- ---------------
<S> <C> <C>
23 Consent of Independent Public Accountants _____
</TABLE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Retirement Savings Plan Committee has duly caused this Annual Report to be
signed on its behalf by the undersigned hereunto duly authorized.
GAYLORD ENTERTAINMENT COMPANY
RETIREMENT SAVINGS PLAN
By: /s/ Terry E. London
--------------------------------------
Terry E. London
Retirement Savings Plan Committee
June 25, 1996
<PAGE> 3
ARTHUR ANDERSEN LLP
RETIREMENT SAVINGS PLAN AND TRUST
FOR EMPLOYEES OF GAYLORD ENTERTAINMENT
COMPANY AND AFFILIATED AND ADOPTING
CORPORATIONS
FINANCIAL STATEMENTS AND SCHEDULES
AS OF DECEMBER 31, 1995 AND 1994
TOGETHER WITH
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
<PAGE> 4
RETIREMENT SAVINGS PLAN AND TRUST
FOR EMPLOYEES OF GAYLORD ENTERTAINMENT COMPANY
AND AFFILIATED AND ADOPTING CORPORATIONS
FINANCIAL STATEMENTS AND SCHEDULES
DECEMBER 31, 1995 AND 1994
TABLE OF CONTENTS
<TABLE>
<S> <C>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS 1
FINANCIAL STATEMENTS
Statement of Net Assets Available for Benefits - December 31, 1995 2
Statement of Net Assets Available for Benefits - December 31, 1994 3
Statement of Changes in Net Assets Available for Benefits for the
Year Ended December 31, 1995 4
NOTES TO FINANCIAL STATEMENTS 5
SCHEDULES SUPPORTING FINANCIAL STATEMENTS
Schedule I: Item 27a - Schedule of Assets Held for Investment 13
Purposes at December 31, 1995
Schedule II: Item 27d - Schedule of Reportable Transactions for 16
for the Year Ended December 31, 1995
</TABLE>
<PAGE> 5
ARTHUR ANDERSEN LLP
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Retirement Committee of the
Retirement Savings Plan and Trust for
Employees of Gaylord Entertainment Company
and Affiliated and Adopting Corporations:
We have audited the accompanying statements of net assets available for
benefits of the RETIREMENT SAVINGS PLAN AND TRUST FOR EMPLOYEES OF GAYLORD
ENTERTAINMENT COMPANY AND AFFILIATED AND ADOPTING CORPORATIONS as of December
31, 1995 and 1994, and the related statements of changes in net assets
available for benefits for the year ended December 31, 1995. 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 Retirement
Savings Plan and Trust for Employees of Gaylord Entertainment Company and
Affiliated and Adopting Corporations as of December 31, 1995 and 1994, and the
changes in net assets available for benefits for the year ended December 31,
1995, 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 schedule 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.
/s/ ARTHUR ANDERSEN LLP
Nashville, Tennessee
June 14, 1996
- 1 -
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RETIREMENT SAVINGS PLAN AND TRUST FOR EMPLOYEES
OF GAYLORD ENTERTAINMENT COMPANY
AND AFFILIATED AND ADOPTING CORPORATIONS
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1995
(IN THOUSANDS)
<TABLE>
<CAPTION>
----------------------------------------------------------------
EQUITY STABLE BALANCED GET STOCK CONTROL
FUND VALUE FUND FUND FUND ACCOUNT TOTAL
------- ---------- -------- --------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments $20,302 $22,417 $13,618 $5,073 $ - $61,410
Cash and cash equivalents - - - 15 612 627
Investment income adjustment receivable - 266 - - - 266
Employer's expense reimbursement receivable - - - - - -
Transfers due among funds 200 159 127 65 (551) -
------- ------- ------- ------ ----- -------
NET ASSETS $20,502 $22,842 $13,745 $5,153 $ 61 $62,303
======= ======= ======= ====== ===== =======
</TABLE>
The accompanying notes are an integral part of this financial statement.
<PAGE> 7
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RETIREMENT SAVINGS PLAN AND TRUST FOR EMPLOYEES
OF GAYLORD ENTERTAINMENT COMPANY
AND AFFILIATED AND ADOPTING CORPORATIONS
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1994
(IN THOUSANDS)
<TABLE>
<CAPTION>
----------------------------------------------------------------
EQUITY STABLE BALANCED GET STOCK CONTROL
FUND VALUE FUND FUND FUND ACCOUNT TOTAL
------- ---------- -------- --------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments $13,711 $21,373 $9,812 $3,508 $ - $48,404
Cash and cash equivalents - 4 - - 554 558
Investment income adjustment receivable - 251 - - - 251
Employer's expense reimbursement receivable - 6 - - - 6
Transfers due among funds 187 141 123 61 (512) -
------- ------- ------ ------ ----- -------
NET ASSETS $13,898 $21,775 $9,935 $3,569 $ 42 $49,219
======= ======= ====== ====== ===== =======
</TABLE>
The accompanying notes are an integral part of this financial statement.
<PAGE> 8
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RETIREMENT SAVINGS PLAN AND TRUST FOR EMPLOYEES
OF GAYLORD ENTERTAINMENT COMPANY
AND AFFILIATED AND ADOPTING CORPORATIONS
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1995
(IN THOUSANDS)
<TABLE>
<CAPTION>
----------------------------------------------------------------
EQUITY STABLE BALANCED GET STOCK CONTROL
FUND VALUE FUND FUND FUND ACCOUNT TOTAL
------- ---------- -------- --------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
ADDITIONS:
Contributions:
Participants $ - $ - $ - $ - $ 5,189 $ 5,189
Employer, net of forfeitures - - - - 1,927 1,927
------- ------- ------ ------ ------- -------
Total contributions - - - - 7,116 7,116
------- ------- ------ ------ ------- -------
Investment income:
Net appreciation (depreciation)
in fair value of investments 5,211 931 1,859 1,028 - 9,029
Interest 3 445 1 1 17 467
Dividends - - 920 54 - 974
------- ------- ------ ------ ------- -------
Total investment income 5,214 1,376 2,780 1,083 17 10,470
------- ------- ------ ------ ------- -------
Total additions 5,214 1,376 2,780 1,083 7,133 17,586
------- ------- ------ ------ ------- -------
DEDUCTIONS:
Benefits paid to participants 1,001 2,401 746 345 - 4,493
Other expenses - 9 - - - 9
------- ------- ------ ------ ------- -------
Total deductions 1,001 2,410 746 345 - 4,502
------- ------- ------ ------ ------- -------
INTERFUND TRANSFERS 2,391 2,101 1,777 845 (7,114) -
------- ------- ------ ------ ------- -------
NET INCREASE (DECREASE) 6,604 1,067 3,811 1,583 19 13,084
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 13,898 21,775 9,935 3,569 42 49,219
------- ------- ------ ------ ------- -------
End of year $20,502 $22,842 $13,746 $5,152 $ 61 $62,303
======= ======= ====== ====== ======= =======
</TABLE>
The accompanying notes are an integral part of this financial statement.
<PAGE> 9
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RETIREMENT SAVINGS PLAN AND TRUST FOR EMPLOYEES OF
GAYLORD ENTERTAINMENT COMPANY AND
AFFILIATED AND ADOPTING CORPORATIONS
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995 AND 1994
1. DESCRIPTION OF PLAN
The following summary of the Retirement Savings Plan and Trust for
Employees of Gaylord Entertainment Company and Affiliated and Adopting
Corporations (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 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). Since that
time, the Plan has been amended and restated, the most recent amendment
being effective January 1, 1995.
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 with the current name.
ELIGIBILITY
An employee is eligible to participate in the Plan upon the earliest
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 and (2)
casual employees. 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.
<PAGE> 10
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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, voluntary additional savings 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.
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 10% increments of four investment funds:
<TABLE>
<S> <C>
Equity Fund- Invests in shares of a fund of a registered investment company
that invests primarily in a portfolio of common stocks.
Stable Value Fund- Invests in a combination of guaranteed annuity contracts with
(formerly the unaffiliated insurance companies and shares of funds of
Guaranteed Fund) registered investment companies that invest primarily in
insurance contracts, bonds, savings investments and money
market instruments of insurance companies and banks.
Balanced Fund- Invests in shares of a fund of a registered investment company
that invests in a combination of stocks and fixed-income
securities.
GET Stock Fund- Invests in shares of Gaylord Entertainment Company, Class A
common stock.
</TABLE>
Participants can elect to change their investment allocations quarterly.
Participants are limited to allocate a maximum of 30% of their
contributions and account balances to the GET Stock Fund.
<PAGE> 11
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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.
In cases 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 Retirement Savings Plan Committee 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 voluntary additional
savings.
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 NationsBank of Texas, N.A.
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
All administrative expenses of the Plan are paid by the Company.
PLAN AMENDMENTS
During 1995, the Plan was amended to clarify the permissibility of direct
roll-overs of vested account balances to other qualified plans by
terminated employees.
<PAGE> 12
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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.
CHANGE IN REPORTING OF INVESTMENT CONTRACTS
American Institute of Certified Public Accountants Statement of Position
("SOP") 94-4 Reporting of Investment Contracts Held by Health and Welfare
Benefit Plans and Defined Contribution Pension Plans, requires fair value
reporting of investment contracts that are not fully benefit-responsive.
Investment contracts had been previously reported at contract value. The
Plan adopted SOP 94-4 effective January 1, 1995. The adoption of SOP 94-4
had no material effect on the Plan's financial position.
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, with the exception of Executive Life
Insurance Company (See Note 3), are reported at fair value as of December
31, 1995 and at contract value as of December 31, 1994 in accordance with
SOP 94-4.
NET APPRECIATION IN FAIR VALUE OF INVESTMENTS
Net realized and unrealized appreciation (depreciation) is recorded in the
accompanying statement of changes in net assets available for benefits,
with fund information, as net appreciation (depreciation) in fair value of
investments.
<PAGE> 13
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3. CONTRACTS WITH INSURANCE COMPANIES
The Plan has investment contracts with unaffiliated insurance companies
which expire in years ranging from 1996 through 1998. These contracts pay
a stated rate of interest and require that all interest be reinvested in
the respective contracts. One such contract was an investment with the
Executive Life Insurance Company ("Executive Life").
On April 11, 1991, Executive Life was placed into conservatorship by the
Insurance Commissioner of California. Based on an understanding that the
Company intends to reimburse the Plan for certain losses incurred on the
investment in Executive Life, the Plan continued to accrue interest on this
investment. Initially, interest was accrued at the original contract rate
of 8.97%. Effective January 1, 1993, the trustee and Retirement Savings
Plan Committee agreed to reduce this interest rate to 5.50%, and again to
5.37% in 1994, in recognition of more current market rates on similar
investments.
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 pays a
fixed rate of interest, provides for recovery of the majority of the
investment's original principal value and accrued interest as of April 1,
1991, and extends the original maturity of the investment to October 1998.
Under the terms of the Rehabilitation Plan, until certain issues and legal
challenges to the Rehabilitation Plan are resolved, amounts distributed by
Aurora are restricted from access and are 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. Once these contingencies are resolved, the Plan's investment in
the Holdback Trust will be distributed to the Plan in amounts that may be
greater or less than amounts deposited into the Holdback Trust. Until
additional information is obtained, the Plan's management intends to carry
this investment at the value of funds deposited into the Holdback Trust.
The Plan accounted for its election to participate in the Rehabilitation
Plan by recognizing an investment income adjustment receivable from the
Company for the difference between the carrying value of the Executive Life
contract and the combined value of the contract value of the rehabilitated
investment with Aurora and the carrying value of the Holdback Trust.
<PAGE> 14
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4. INVESTMENTS IN EXCESS OF 5% OF NET ASSETS
As of December 31, 1995 and 1994, the following investments were in excess
of 5% of net assets:
<TABLE>
<CAPTION>
1995 1994
----------- -----------
<S> <C> <C>
American Balanced Fund $13,618,275 $ 9,812,309
Aurora National Life Assurance Company group
annuity contract 2,566,922(a) 2,614,922(a)
Capital Trust Company Capital Preservation Fund 3,760,069 3,766,294
Firstar Institutional GIC Fund 12,946,007 10,901,042
Gaylord Entertainment Company,
Class A common stock 5,072,810 3,508,391
John Hancock Diversified Stock Fund (1K) 20,301,819 13,710,469
Massachusetts Mutual Life Insurance group
annuity contract 2,624,256 3,615,284
</TABLE>
(a) See Note 3 to financial statements.
5. TAX STATUS
The Plan obtained its latest determination letter in June, 1995, 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.
The Plan Administrator and the Plan's tax counsel believe that the Plan is
currently being operated in compliance with applicable requirements of the
Internal Revenue Code. Therefore, they believe that the Plan was qualified
and the related trust was tax exempt as of the financial statement date.
<PAGE> 15
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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 at December 31, 1995
and 1994, per the financial statements to the Form 5500.
<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31,
1995 1994
(IN THOUSANDS) (IN THOUSANDS)
-------------- --------------
<S> <C> <C>
Net assets available for benefits per the
financial statements $62,303 $49,219
Deduct: Amounts allocated to withdrawing
participants (1,090) (672)
------- -------
Net assets available for benefits per the
Form 5500 $61,213 $48,547
======= =======
</TABLE>
The following is a reconciliation of benefits paid for 1995 and 1994, per
the financial statements to the Form 5500.
<TABLE>
<CAPTION>
FOR THE YEAR FOR THE YEAR
ENDED ENDED
DECEMBER 31, DECEMBER 31,
1995 1994
(IN THOUSANDS) (IN THOUSANDS)
-------------- --------------
<S> <C> <C>
Benefits paid to participants per the financial
statements $4,493 $3,307
Add: Amounts allocated to withdrawing
participants at December 31, 1995 and 1994 1,090 672
Deduct: Amounts allocated to withdrawing
participants at December 31, 1994 and 1993 (672) (312)
------ ------
Benefits paid per the Form 5500 $4,911 $3,667
====== ======
</TABLE>
<PAGE> 16
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7. PLAN AMENDMENTS SUBSEQUENT TO DECEMBER 31, 1995 (UNAUDITED)
PARTICIPANT LOANS
Effective January 1, 1996, the Plan was amended allowing participant loans.
As of May 31, 1996, the outstanding participant loan balances totaled
approximately $262,000.
NEW TRUSTEE
During fiscal 1996, the Plan selected Charles Schwab Trust Company as the
new trustee for all investments, other than the Guaranteed Investment
Contracts, which will remain at NationsBank of Texas, N.A. In conjunction
with the change in trustee, participants will have three additional fund
options; an aggressive stock fund, a fixed income fund and an international
stock fund.
<PAGE> 17
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Schedule I
RETIREMENT SAVINGS PLAN AND TRUST FOR EMPLOYEES OF
GAYLORD ENTERTAINMENT COMPANY AND
AFFILIATED AND ADOPTING CORPORATIONS
ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AT DECEMBER 31, 1995
<TABLE>
<CAPTION>
DESCRIPTION OF INVESTMENT,
INCLUDING MATURITY DATE, RATE
IDENTITY OF ISSUER, BORROWER, OF INTEREST, COLLATERAL, PAR OR CURRENT
LESSOR, OR SIMILAR PARTY MATURITY VALUE COST VALUE
- ------------------------------- -------------------------------- ---------- ----------
<C> <C> <C> <C>
Equity Fund:
Investments:
John Hancock Diversified Equity separate account
Stock Fund (1K) 14,587,215 20,301,819
---------- ----------
Total in Equity Fund 14,587,215 20,301,819
---------- ----------
Stable Value Fund:
Cash and cash equivalents:
SEI Cash Plus Trust - Prime Liquid investment common/
Obligation Portfolio collective trust fund 42 42
---------- ----------
Total cash and cash
equivalents 42 42
---------- ----------
Investments:
Aurora National Life Group annuity contract, 5.61%,
Assurance Company 9/3/98 (a) 2,566,922 2,566,922
Capital Trust Company Common and collective trust
Capital Preservation Fund fund 3,452,557 3,760,069
Executive Life Insurance Common and collective trust
Company Rehabilitation fund, variable interest (a) 520,259 520,259
Plan Holdback Trust
Firstar Trust Company Common and collective trust
Institutional Investors GIC fund 11,623,023 12,946,007
Fund
</TABLE>
(a) See Note 3 to financial statements.
(*) Represents a party in interest.
(continued)
The accompanying notes to financial statements are an integral part of this
supplemental schedule.
<PAGE> 18
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Schedule I
RETIREMENT SAVINGS PLAN AND TRUST FOR EMPLOYEES OF
GAYLORD ENTERTAINMENT COMPANY AND
AFFILIATED AND ADOPTING CORPORATIONS
ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AT DECEMBER 31, 1995
(continued)
<TABLE>
<CAPTION>
DESCRIPTION OF INVESTMENT,
INCLUDING MATURITY DATE, RATE
IDENTITY OF ISSUER, BORROWER, OF INTEREST, COLLATERAL, PAR OR CURRENT
LESSOR, OR SIMILAR PARTY MATURITY VALUE COST VALUE
- ------------------------------- -------------------------------- ---------- ----------
<C> <C> <C> <C>
Massachusetts Mutual Life Group annuity contract, 8.34%,
Insurance Company due in installments through
10/31/96 2,624,256 2,624,256
---------- ----------
Total Investments 20,787,017 22,417,513
---------- ----------
Total in Stable Value Fund 20,787,059 22,417,555
---------- ----------
Balanced Fund:
Investments:
American Balanced Fund Equity and fixed income mutual
fund 12,342,213 13,618,275
---------- ----------
Total in Balanced Fund 12,342,213 13,618,275
---------- ----------
GET Stock Fund:
Cash and cash equivalents:
* Nations Prime Portfolio Money market mutual fund 14,586 14,586
---------- ----------
Total cash and cash
equivalents 14,586 14,586
---------- ----------
Investments:
* Gaylord Entertainment Common stock, class A, 182,804
Company shares 4,285,947 5,072,810
---------- ----------
Total in GET Stock Fund 4,300,533 5,087,396
---------- ----------
</TABLE>
(a) See Note 3 to financial statements.
(*) Represents a party in interest.
(continued)
The accompanying notes to financial statements are an integral part of this
supplemental schedule.
<PAGE> 19
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Schedule I
RETIREMENT SAVINGS PLAN AND TRUST FOR EMPLOYEES OF
GAYLORD ENTERTAINMENT COMPANY AND
AFFILIATED AND ADOPTING CORPORATIONS
ITEM 27A - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AT DECEMBER 31, 1995
(continued)
<TABLE>
<CAPTION>
DESCRIPTION OF INVESTMENT,
INCLUDING MATURITY DATE, RATE
IDENTITY OF ISSUER, BORROWER, OF INTEREST, COLLATERAL, PAR OR CURRENT
LESSOR, OR SIMILAR PARTY MATURITY VALUE COST VALUE
- ------------------------------- -------------------------------- ---------- ----------
<C> <C> <C> <C>
Control Account:
Cash and cash equivalents:
* Nations Prime Portfolio Money market mutual fund 612,346 612,346
---------- ----------
Total in Control Account 612,346 612,346
---------- ----------
Total Assets Held for
Investment Purposes $52,629,366 $62,037,391
=========== ===========
</TABLE>
(a) See Note 3 to financial statements.
(*) Represents a party in interest.
The accompanying notes to financial statements are an integral part of this
supplemental schedule.
<PAGE> 20
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Schedule II
RETIREMENT SAVINGS PLAN AND TRUST
FOR EMPLOYEES OF GAYLORD ENTERTAINMENT COMPANY
AND AFFILIATED AND ADOPTING CORPORATIONS
ITEM 27D - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
PURCHASES
------------------------
IDENTITY OF ISSUER, BORROWER, DESCRIPTION OF NUMBER OF PURCHASE
LESSOR OR SIMILAR PARTY INVESTMENT TRANSACTIONS PRICE
- ------------------------------- ----------------------- ------------ -----------
<S> <C> <C> <C>
Capital Trust Company Capital Common and 15 $ 1,220,446
Preservation Fund collective trust fund
John Hancock Diversified Equity separate 16 $ 1,973,943
Stock Fund (1K) account
* Nations Prime Portfolio Money market mutual 184 $15,573,080
fund
<CAPTION>
SALES
-------------------------------------------------------------------
IDENTITY OF ISSUER, BORROWER, NUMBER OF ASSETS ON NET GAIN
LESSOR OR SIMILAR PARTY TRANSACTIONS SELLING PRICE COST OF ASSETS TRANSACTION DATE (LOSS)
- ------------------------------- ------------ ------------- -------------- ---------------- --------
<S> <C> <C> <C> <C> <C>
Capital Trust Company Capital 17 $ 1,467,540 $ 1,349,386 $ 1,140,228 $118,154
Preservation Fund
John Hancock Diversified 11 $ 593,180 $ 480,981 $ 501,110 $112,199
Stock Fund (1K)
* Nations Prime Portfolio 125 $15,504,324 $15,504,324 $15,504,324 -
</TABLE>
(*) Represents a party in interest.
The accompanying notes to financial statements are an integral part of this
supplemental schedule.
<PAGE> 1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of our
report dated June 14, 1996 included in this Annual Report on Form 11-K of the
Retirement Savings Plan and Trust for Employees of Gaylord Entertainment Company
and Affiliated and Adopting Corporations into Gaylord Entertainment Company's
previously filed Registration Statement File Number 33-65626.
/s/ Arthur Andersen LLP
-----------------------
ARTHUR ANDERSEN LLP
Nashville, Tennessee
June 24, 1996
