<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 5 )*
Gaylord Entertainment Company
-----------------------------------------
(Name of Issuer)
Class A Common Stock, $.01 par value
-----------------------------------------
(Title of Class of Securities)
367901105
-----------------------------------------
(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 10 Pages
<PAGE> 2
CUSIP NO. 367901105 13G PAGE 2 OF 10 PAGES
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Oklahoma Publishing Company Voting Trust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Organized under Delaware law
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!
<PAGE> 3
CUSIP NO. 367901105 13G PAGE 3 OF 10 PAGES
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Edward L. Gaylord
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 4
CUSIP NO. 367901105 13G PAGE 4 OF 10 PAGES
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Edith Gaylord Harper
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 5
CUSIP NO. 367901105 13G PAGE 5 OF 10 PAGES
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Christine Gaylord Everest
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 6
CUSIP NO. 367901105 13G PAGE 6 OF 10 PAGES
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Edward K. Gaylord II
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 7
CUSIP NO. 367901105 13G PAGE 7 OF 10 PAGES
1 NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Louise Gaylord Bennett
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ X ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 8
This Amendment No. 5 amends and restates the Schedule 13G dated
February 12, 1993, as amended by Amendment No. 1 dated February 14, 1994,
Amendment No. 2 dated February 14, 1995, Amendment No. 3 dated February 13,
1996, and Amendment No. 4 dated February 14, 1997.
On September 30, 1997, in connection with a merger between the Issuer
and Westinghouse Electric Corporation ("Westinghouse"), the Reporting Persons
exchanged their shares of Common Stock of the Issuer for shares of Westinghouse
stock. Consequently, the Reporting Persons no longer own any shares of the
Issuer's Class A Common Stock. In a spinoff effected in conjunction with the
merger, the Reporting Persons 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. Those Reporting Persons who became 5% beneficial owners
of the new company by reason of the dividend have filed a Schedule 13D dated
October 10, 1997, with respect to their holdings of the new company.
ITEM 4. OWNERSHIP
(a) AMOUNT BENEFICIALLY OWNED
1. The Oklahoma Publishing Company Voting Trust. . . 0
2. Edward L. Gaylord . . . . . . . . . . . . . . . . 0
3. Edith Gaylord Harper . . . . . . . . . . . . . . 0
4. Christine Gaylord Everest . . . . . . . . . . . . 0
5. Edward K. Gaylord II . . . . . . . . . . . . . . 0
6. Louise Gaylord Bennett . . . . . . . . . . . . . 0
(b) PERCENT OF CLASS
1. The Oklahoma Publishing Company Voting Trust. . . 0%
2. Edward L. Gaylord . . . . . . . . . . . . . . . . 0%
3. Edith Gaylord Harper. . . . . . . . . . . . . . . 0%
4. Christine Gaylord Everest . . . . . . . . . . . . 0%
5. Edward K. Gaylord II. . . . . . . . . . . . . . . 0%
6. Louise Gaylord Bennett. . . . . . . . . . . . . . 0%
PAGE 8 OF 10
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(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) SOLE POWER TO VOTE OR TO DIRECT THE VOTE
1. The Oklahoma Publishing Company Voting
Trust. . . . . . . . . . . . . . . . . . 0
2. Edward L. Gaylord. . . . . . . . . . . . . 0
3. Edith Gaylord Harper . . . . . . . . . . . 0
4. Christine Gaylord Everest. . . . . . . . . 0
5. Edward K. Gaylord II . . . . . . . . . . . 0
6. Louise Gaylord Bennett . . . . . . . . . . 0
(ii) SHARED POWER TO VOTE OR TO DIRECT THE VOTE
1. The Oklahoma Publishing Company Voting
Trust. . . . . . . . . . . . . . . . . . 0
2. Edward L. Gaylord. . . . . . . . . . . . . 0
3. Edith Gaylord Harper . . . . . . . . . . . 0
4. Christine Gaylord Everest. . . . . . . . . 0
5. Edward K. Gaylord II . . . . . . . . . . . 0
6. Louise Gaylord Bennett . . . . . . . . . . 0
(iii) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION
OF
1. The Oklahoma Publishing Company Voting
Trust. . . . . . . . . . . . . . . . . . 0
2. Edward L. Gaylord. . . . . . . . . . . . . 0
3. Edith Gaylord Harper . . . . . . . . . . . 0
4. Christine Gaylord Everest. . . . . . . . . 0
5. Edward K. Gaylord II . . . . . . . . . . . 0
6. Louise Gaylord Bennett . . . . . . . . . . 0
(iv) SHARED POWER TO DISPOSE OR TO DIRECT THE
DISPOSITION OF
1. The Oklahoma Publishing Company Voting
Trust. . . . . . . . . . . . . . . . . . 0
2. Edward L. Gaylord. . . . . . . . . . . . . 0
3. Edith Gaylord Harper . . . . . . . . . . . 0
4. Christine Gaylord Everest. . . . . . . . . 0
5. Edward K. Gaylord II . . . . . . . . . . . 0
6. Louise Gaylord Bennett . . . . . . . . . . 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 9 OF 10
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SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true, complete
and correct.
Date: February 6, 1998 THE OKLAHOMA PUBLISHING COMPANY
VOTING TRUST
Edward L. Gaylord,
Voting Trustee
EDWARD L. GAYLORD
EDITH GAYLORD HARPER
CHRISTINE GAYLORD EVEREST
EDWARD K. GAYLORD II
LOUISE GAYLORD BENNETT
By: /s/ FREDERIC T. SPINDEL
--------------------------
Frederic T. Spindel,
Authorized Representative
of The Oklahoma Publishing
Company Voting Trust,
Edward L. Gaylord,
Edith Gaylord Harper,
Christine Gaylord Everest,
Edward K. Gaylord II,
and
Louise Gaylord Bennett
PAGE 10 OF 10
