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Published on 1/23/2009 in the Prospect News Special Situations Daily.

TRT Holdings demands inspection of Gaylord Entertainment's books

By Jennifer Chiou

New York, Jan. 23 - Gaylord Entertainment Co.'s largest shareholder, TRT Holdings, Inc., demanded inspection of some of Gaylord's books and records relating to, without limitation, expense reimbursements made to its executive officers as well as the company's construction and opening of the Gaylord National in Washington, D.C., and the La Cantera transaction in San Antonio, according to a schedule 13/A filed with the Securities and Exchange Commission.

Additionally, TRT is seeking information on the usage of the company's aircraft, the adoption of some defensive measures by the company's board of directors, the components and amount of corporate overhead of Gaylord and its completed director and officer questionnaires.

TRT said that it is looking to investigate the conduct of the company due to alleged mismanagement, including cost overruns incurred in connection with the company's negotiation, construction and opening of the National and, among other things, the poor financial performance of the company relative to its peer group.

TRT previously said it plans to nominate four directors for election to the company's board. According to TRT chairman Robert B. Rowling's open letter to fellow shareholders, Gaylord's board and management have failed to be accountable to shareholders and lack a disciplined business approach to running the company.

Rowling already said his company is taking its message directly to Gaylord shareholders after TRT's attempts to discuss Gaylord's performance with board and management were rebuffed.

It was previously reported that in December, Gaylord's board rejected TRT's bid to up its stake in the Nashville entertainment company to as much as 30%. TRT also proposed replacing three members of Gaylord's board with TRT's designees.

Irving, Texas-based TRT is a privately owned, diversified holding company and owner of Gaylord competitor Omni Hotels. It owns 6,131,930 shares, or 14.99%, of Gaylord's outstanding stock.


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