UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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): August 12, 2011 (August 12, 2011)
GAYLORD ENTERTAINMENT COMPANY
(Exact name of registrant as specified in its charter)
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| Delaware
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1-13079
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73-0664379 |
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| (State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.) |
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One Gaylord Drive
Nashville, Tennessee
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37214 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (615) 316-6000
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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| ITEM 1.01. |
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ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. |
On August 12, 2011, Gaylord Entertainment Company (the “Company”), entered into an amendment
(the “Amendment”) to the Amended and Restated Rights Agreement by and between the Company and
Computershare Trust Company, N.A., as Rights Agent (the “Rights Agreement”), to extend the
expiration date of the rights contained therein from August 12, 2011 to August 12, 2012 (which
Amendment the Board of Directors of the Company approved on August 11, 2011). Except for the
extension of the expiration date, the Rights Agreement otherwise remains unmodified.
The foregoing description of the Amendment does not purport to be complete and is qualified in
its entirety by reference to the Amendment, a copy of which is filed herewith as Exhibit
4.1 and is incorporated herein reference. A copy of the Rights Agreement and a summary of its
material terms were filed with the Securities and Exchange Commission on a Form 8-K on March 10,
2009 (incorporated herein by reference by Exhibit 4.2).
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| ITEM 3.03. |
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MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS. |
The disclosures set forth under Item 1.01 are incorporated by reference into this Item 3.03.
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| ITEM 7.01. |
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REGULATION FD DISCLOSURE. |
A copy of the press release announcing the Amendment is furnished herewith as Exhibit
99.1.
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| ITEM 9.01. |
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FINANCIAL STATEMENTS AND EXHIBITS. |
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(d) |
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Exhibits |
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4.1 |
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Amendment No. 1 dated as of August 12, 2011 to the Amended and Restated Rights
Agreement, dated as of March 9, 2009, between Gaylord Entertainment Company and
Computershare Trust Company, N.A. |
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4.2 |
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Amended and Restated Rights Agreement, dated as of
March 9, 2009, by and between
Gaylord Entertainment Company and Computershare Trust Company, N.A.,
as Rights Agent, which includes the Form
of Certificate of Designations of Series A Junior Participating
Preferred Stock (Exhibit A), the Form of Rights Certificate (Exhibit B) and the Form of Summary of Rights to Purchase Preferred Shares
(Exhibit C), incorporated
herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated
March 10, 2009. |
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99.1 |
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Press Release of Gaylord Entertainment Company dated August 12, 2011. |