Gaylord board passes poison pill

Wednesday, August 13, 2008 at 2:33am

The board of directors of Gaylord Entertainment yesterday adopted a shareholder-rights plan that effectively limits individual investors to a 15-percent stake in the company.

The move, which the company said is “designed to protect against any potential future use of coercive or abusive takeover techniques,” comes a month after Texas billionaire Robert Rowling — who owns the Omni hotel chain — shook up Gaylord’s shareholder base with a $140 million buying spree.

Rowling’s TRT Holdings pounced on Gaylord shares during the second week of July, quickly amassing a 14.2 percent stake in the company at an average price of about $24. Soon after, TRT declared it was not seeking a merger or any other “extraordinary corporate transaction.”

The plan adopted yesterday calls for the issuance of one right per share to shareholders of record on Aug. 25. The right will be exercisable only if an investor acquires 15 percent or more of the company. Other investors will then be able to buy two shares of the company for $95 with each right they own.

Gaylord itself also will have the right to buy back the rights for one-tenth of a penny each in the 10 days that follow.

Shares of Gaylord — which soared as Rowling’s accumulation became public, generating for him a paper profit of some $50 million – closed at $31.69 yesterday, down about 0.3 percent. They’re up 48 percent in the past month, but still down 20 percent year to date.

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