UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.
)
Filed by the Registrant x
Filed by a Party other than the Registrant o
Check the appropriate box:
| o Preliminary Proxy Statement |
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| o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| o Definitive Proxy Statement | ||||
| o Definitive Additional Materials | ||||
| x Soliciting Material Pursuant to §240.14a-12 | ||||
Gaylord Entertainment Company
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if
other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| x | No fee required. |
| o | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
| (1) | Title of each class of securities to which transaction applies: |
| (2) | Aggregate number of securities to which transaction applies: |
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
| (4) | Proposed maximum aggregate value of transaction: |
| (5) | Total fee paid: |
| o | Fee paid previously with preliminary materials. |
| o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| (1) | Amount Previously Paid: |
| (2) | Form, Schedule or Registration Statement No.: |
| (3) | Filing Party: |
| (4) | Date Filed: |
Exhibit 99.1
GAYLORD ENTERTAINMENT REACHES AGREEMENTS WITH TWO MAJOR
SHAREHOLDERS ON BOARD NOMINEES AND SHAREHOLDER RIGHTS PLAN
SHAREHOLDERS ON BOARD NOMINEES AND SHAREHOLDER RIGHTS PLAN
NASHVILLE, TN — March 9, 2009 — Gaylord Entertainment Co. (NYSE: GET) today announced that it has
reached agreements with TRT Holdings, Inc., a major shareholder, and GAMCO Asset Management Inc., a
money manager that owns shares of Gaylord on behalf of its clients, on Gaylord’s board nominees for
the 2009 Annual Meeting and on amendments to Gaylord’s shareholder rights plan. Under the
agreements, TRT and GAMCO will withdraw their previous board nominations and resolutions and vote
their shares for Gaylord’s nominees.
Gaylord will increase the size of its board from nine to 11 directors. The Gaylord nominees will
include seven current directors, TRT nominees Robert Rowling and David Johnson, and GAMCO nominees
Robert S. Prather, Jr. and Glenn J. Angiolillo. The current directors who will stand for
reelection are Colin V. Reed, Michael Bender, E. K. Gaylord II, Ralph Horn, Ellen Levine, Michael
D. Rose and Michael I. Roth.
Gaylord will amend its shareholder rights plan to increase the ownership trigger from 15% to 22%
and to include a “qualifying offer” exception for fully financed offers that are (i) valued at
least 25% above the Company’s then current and 12-month moving average stock prices and (ii)
receive tenders of at least 51% of shares not owned by the potential acquirer.
TRT has agreed to a standstill agreement through May 15, 2011 under which it will support Gaylord’s
board slate including two TRT designees. The agreement also includes non-disparagement provisions.
“We are pleased to have reached agreements with two major shareholders that are in the best
interests of all Gaylord shareholders and will avoid the significant costs and distraction of a
proxy contest,” said Colin V. Reed, chairman and chief executive officer of Gaylord Entertainment.
“We look forward to the insights and experience these four new directors will bring to the board
and to working together to enhance value for all shareholders in today’s difficult operating
environment.”
“We appreciate the efforts of management in working with us to reach this agreement and avoid a
proxy contest,” said Robert Rowling, owner of TRT Holdings. “We are looking forward to working
with Colin and his team to continue building Gaylord and creating value for all shareholders.”
TRT and GAMCO and its affiliates, own approximately 14.9% and 13.36%, respectively, of Gaylord’s
outstanding shares.
# # #
About Gaylord Entertainment
Gaylord Entertainment (NYSE: GET), a leading hospitality and entertainment company based in Nashville, Tenn., owns and operates Gaylord Hotels (www.gaylordhotels.com), its network of upscale, meetings-focused resorts, and the Grand Ole Opry (www.opry.com), the weekly showcase of country music’s finest performers for more than 80 consecutive years. The Company’s entertainment brands and properties include the Radisson Hotel Opryland, Ryman Auditorium, General Jackson Showboat, Gaylord Springs Golf Links, Wildhorse Saloon, and WSM-AM. For more information about the Company, visit www.GaylordEntertainment.com.
Gaylord Entertainment (NYSE: GET), a leading hospitality and entertainment company based in Nashville, Tenn., owns and operates Gaylord Hotels (www.gaylordhotels.com), its network of upscale, meetings-focused resorts, and the Grand Ole Opry (www.opry.com), the weekly showcase of country music’s finest performers for more than 80 consecutive years. The Company’s entertainment brands and properties include the Radisson Hotel Opryland, Ryman Auditorium, General Jackson Showboat, Gaylord Springs Golf Links, Wildhorse Saloon, and WSM-AM. For more information about the Company, visit www.GaylordEntertainment.com.
Gaylord Entertainment Company (the “Company”) and its directors and certain executive officers may
be deemed to be participants in the solicitation of proxies from stockholders in connection with
the Company’s 2009 Annual Meeting of Stockholders (the “Annual Meeting”). The Company plans to file
a proxy statement with the Securities and Exchange Commission (the “SEC”) in connection with the
solicitation of proxies for the Annual Meeting (the “2009 Proxy Statement”). Information regarding
the names of these directors and executive officers and their respective interests in the Company
by security holdings or otherwise is set forth in soliciting material filed by the Company with the
SEC pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 on February 5, 2009, which
may be obtained free of charge at the SEC’s website at http://www.sec.gov and the Company’s website
at http://www.gaylordentertainment.com. Additional information regarding the interests of such
potential participants will be included in the 2009 Proxy Statement and other relevant documents to
be filed with the SEC in connection with the Annual Meeting.
Promptly after filing its definitive 2009 Proxy Statement for the Annual Meeting with the SEC, the
Company will mail the definitive 2009 Proxy Statement and a proxy card to each stockholder entitled
to vote at the Annual Meeting. WE URGE INVESTORS TO READ THE 2009 PROXY STATEMENT (INCLUDING ANY
SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY WILL FILE WITH THE SEC WHEN
THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders will be able to
obtain, free of charge, copies of the 2009 Proxy Statement and any other documents filed by the
Company with the SEC in connection with the Annual Meeting at the SEC’s website at
http://www.sec.gov, at the Company’s website at http://www.gaylordentertainment.com or by
contacting Mark Fioravanti, Gaylord Entertainment Company, One Gaylord Drive, Nashville, TN 37214.
This press release contains statements as to the Company’s beliefs and expectations of the outcome
of future events that are forward-looking statements as defined in the Private Securities
Litigation Reform Act of 1995. These forward-looking statements are subject to risks and
uncertainties that could cause actual results to differ materially from the statements made. These
include the risks and uncertainties associated with economic conditions affecting the hospitality
business generally, the timing of the opening of new hotel facilities, increased costs and other
risks associated with building and developing new hotel facilities, the geographic concentration of
our hotel properties, business levels at the Company’s hotels, our ability to successfully operate
our hotels and our ability to obtain financing for new developments. Other factors that could
cause operating and financial results to differ are described in the filings made from time to time
by the Company with the Securities and Exchange Commission and include the risk factors described
in our Annual Report on Form 10-K for the fiscal year ended December 31, 2008. The Company does
not undertake any obligation to release publicly any revisions to forward-looking statements made
by it to reflect events or circumstances occurring after the date hereof or the occurrence of
unanticipated events.
2
Investor Relations Contacts:
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Media Contacts: | ||||
David Kloeppel, President and CFO
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Brian Abrahamson, Vice President of Corporate Communications | ||||
Gaylord Entertainment
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Gaylord Entertainment | ||||
(615) 316-6101
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(615) 316-6302 | ||||
dkloeppel@gaylordentertainment.com
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babrahamson@gaylordentertainment.com | ||||
~or~
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~or~ | ||||
Mark Fioravanti, Senior Vice
President of Finance and Treasurer
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Josh Hochberg | ||||
Gaylord Entertainment
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Sloane & Company | ||||
615-316-6588
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(212) 446-1892 | ||||
mfioravanti@gaylordentertainment.com
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jhochberg@sloanepr.com | ||||