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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4 )*
Gaylord Entertainment Company
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(Name of Issuer)
Class A Common Stock, $.01 par value
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(Title of Class of Securities)
367901105
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(CUSIP Number)
Check the following box if a fee is being paid with this statement [ ].
(A fee is not required only if the filing person: (1) has a previous
statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has
no amendment subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
(Continued on following page(s))
Page 1 of 4 Pages
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CUSIP NO. 367901105 13G PAGE 2 OF 4 PAGES
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Dickinson Trust (Martin C. Dickinson, Elizabeth M. Dickinson
& Elizabeth D. Smoyer, Co-Trustees)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Organized in California
5 SOLE VOTING POWER
0
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 0
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES *
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
12 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTION BEFORE FILLING OUT!
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This Amendment No. 4 amends the Schedule 13G dated February 12, 1993,
as amended by Amendment No. 1 dated February 14, 1994, Amendment No. 2 dated
February 13, 1996, and Amendment No. 3 dated February 14, 1997.
On September 30, 1997, in connection with a merger between the Issuer
and Westinghouse Electric Corporation ("Westinghouse"), the Reporting Person
exchanged its shares of the Common Stock of the Issuer for shares of
Westinghouse stock. Consequently, the Reporting Person no longer owns any
shares of the Issuer's Class A Common Stock. In a spinoff effected in
conjunction with the merger, the Reporting Person received as a dividend one
share of new Gaylord Entertainment Company Common Stock for each three shares
held of the Issuer's Class A Common Stock; however, the Reporting Person
beneficially owns less than 5% of the Common Stock of new Gaylord Entertainment
Company.
ITEM 4. OWNERSHIP
(a) AMOUNT BENEFICIALLY OWNED: 0
(b) PERCENT OF CLASS: 0%
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) SOLE POWER TO VOTE OR TO DIRECT THE VOTE: 0
(ii) SHARED POWER TO VOTE OR TO DIRECT THE VOTE: 0
(iii) SOLE POWER TO DISPOSE OR TO DIRECT THE
DISPOSITION OF: 0
(iv) SHARED POWER TO DISPOSE OR TO DIRECT THE
DISPOSITION OF: 0
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the
following [ X ].
PAGE 3 OF 4
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: February 6, 1998 DICKINSON TRUST
Martin C. Dickinson,
Trustee
By: /s/ FREDERIC T. SPINDEL
-------------------------
Frederic T. Spindel,
Authorized Representative
of the Dickinson Trust
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