<PAGE> 1
SCHEDULE 13D
(RULE 13d-101)
Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and
Amendments Thereto Filed Pursuant to Rule 13d-2(a)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Gaylord Entertainment Company
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(Name of Issuer)
Common Stock, $ .01 par value
--------------------------------------------------------------------------------
(Title of Class of Securities)
367905106
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(CUSIP Number)
Michael B. Richman - Reed Smith LLP, 1301 K Street, N.W., Suite 1100-East Tower
Washington, D.C. 20005 - Telephone: (202) 414-9200
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
September 29, 2000
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box / /.
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7
for other parties to whom copies are to be sent.
*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 disclosures provided in a prior cover page.
The information required on 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).
<PAGE> 2
CUSIP NO. 367905106 13D PAGE____OF____PAGES
---------------------
--------------------------------------------------------------------------------
1 Names of Reporting Persons/I.R.S. Identification Nos.
of Above Persons (Entities Only)
The Oklahoma Publishing Company Voting Trust
--------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group
(See Instructions) (a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC Use Only
--------------------------------------------------------------------------------
4 Source of Funds (See Instructions) 00
--------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required Pursuant
to Item 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization Organization under Delaware law
--------------------------------------------------------------------------------
7 Sole Voting Power 12,539,974
Number of
Shares -----------------------------------------------------------------
8 Shared Voting Power 2,103,766
Beneficially
Owned by Each -----------------------------------------------------------------
9 Sole Dispositive Power 0
Reporting
Person -----------------------------------------------------------------
10 Shared Dispositive Power 14,643,740
With
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person 14,643,740
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11) 43.88%
--------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)
00
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<PAGE> 3
CUSIP NO. 367905106 13D PAGE____OF____PAGES
---------------------
--------------------------------------------------------------------------------
1 Names of Reporting Persons/I.R.S. Identification Nos.
of Above Persons (Entities Only)
Edward L. Gaylord
--------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group
(See Instructions) (a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC Use Only
--------------------------------------------------------------------------------
4 Source of Funds (See Instructions) 00
--------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required Pursuant
to Item 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization United States
--------------------------------------------------------------------------------
7 Sole Voting Power 485,242
Number of
Shares -----------------------------------------------------------------
8 Shared Voting Power 8,219,187
Beneficially
Owned by Each -----------------------------------------------------------------
9 Sole Dispositive Power 485,242
Reporting
Person -----------------------------------------------------------------
10 Shared Dispositive Power 8,219,187
With
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person 8,704,429
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [X]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11) 25.94%
--------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)
IN
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<PAGE> 4
CUSIP NO. 367905106 13D PAGE____OF____PAGES
---------------------
--------------------------------------------------------------------------------
1 Names of Reporting Persons/I.R.S. Identification Nos.
of Above Persons (Entities Only)
Edith Gaylord Harper
--------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group
(See Instructions) (a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC Use Only
--------------------------------------------------------------------------------
4 Source of Funds (See Instructions) 00
--------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required Pursuant
to Item 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization United States
--------------------------------------------------------------------------------
7 Sole Voting Power 0
Number of
Shares -----------------------------------------------------------------
8 Shared Voting Power 2,133,371
Beneficially
Owned by Each -----------------------------------------------------------------
9 Sole Dispositive Power 0
Reporting
Person -----------------------------------------------------------------
10 Shared Dispositive Power 2,133,371
With
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,133,371
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [X]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11) 6.39%
--------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)
IN
--------------------------------------------------------------------------------
<PAGE> 5
CUSIP NO. 367905106 13D PAGE____OF____PAGES
---------------------
--------------------------------------------------------------------------------
1 Names of Reporting Persons/I.R.S. Identification Nos.
of Above Persons (Entities Only)
Edward K. Gaylord II
--------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group
(See Instructions) (a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC Use Only
--------------------------------------------------------------------------------
4 Source of Funds (See Instructions) 00
--------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required Pursuant
to Item 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization United States
--------------------------------------------------------------------------------
7 Sole Voting Power 91,710
Number of
Shares -----------------------------------------------------------------
8 Shared Voting Power 2,634,891
Beneficially
Owned by Each -----------------------------------------------------------------
9 Sole Dispositive Power 91,710
Reporting
Person -----------------------------------------------------------------
10 Shared Dispositive Power 2,634,891
With
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,726,601
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [X]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11) 8.15%
--------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)
IN
--------------------------------------------------------------------------------
<PAGE> 6
CUSIP NO. 367905106 13D PAGE____OF____PAGES
---------------------
--------------------------------------------------------------------------------
1 Names of Reporting Persons/I.R.S. Identification Nos.
of Above Persons (Entities Only)
The Oklahoma Publishing Company
--------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group
(See Instructions) (a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC Use Only
--------------------------------------------------------------------------------
4 Source of Funds (See Instructions) WC
--------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required Pursuant
to Item 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization Delaware
--------------------------------------------------------------------------------
7 Sole Voting Power 240,400
Number of
Shares -----------------------------------------------------------------
8 Shared Voting Power 1,833,366
Beneficially
Owned by Each -----------------------------------------------------------------
9 Sole Dispositive Power 240,400
Reporting
Person -----------------------------------------------------------------
10 Shared Dispositive Power 1,833,366
With
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,103,766
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11) 6.30%
--------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)
CO
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<PAGE> 7
CUSIP NO. 367905106 13D PAGE____OF____PAGES
---------------------
--------------------------------------------------------------------------------
1 Names of Reporting Persons/I.R.S. Identification Nos.
of Above Persons (Entities Only)
GFI Company
--------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group
(See Instructions) (a) [ ]
(b) [X]
--------------------------------------------------------------------------------
3 SEC Use Only
--------------------------------------------------------------------------------
4 Source of Funds (See Instructions) WC
--------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required Pursuant
to Item 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization Nevada
--------------------------------------------------------------------------------
7 Sole Voting Power 1,833,366
Number of
Shares -----------------------------------------------------------------
8 Shared Voting Power 0
Beneficially
Owned by Each -----------------------------------------------------------------
9 Sole Dispositive Power 1,833,366
Reporting
Person -----------------------------------------------------------------
10 Shared Dispositive Power 0
With
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,833,366
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) [ ]
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11) 5.49%
--------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)
CO
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<PAGE> 8
This Amendment No. 5, amending the Schedule 13D dated October 10, 1997,
respecting the common stock, $.01 par value ("Common Stock"), of Gaylord
Entertainment Company (the "Issuer"), is being filed jointly by The Oklahoma
Publishing Company Voting Trust (the "Voting Trust"), The Oklahoma Publishing
Company ("OPUBCO"), GFI Company ("GFI"), Edward L. Gaylord, Edith Gaylord Harper
and Edward K. Gaylord II (hereinafter collectively referred to as the "Reporting
Persons" and, excluding the Voting Trust, OPUBCO and GFI, as the "Individual
Reporting Persons"). This Schedule 13D was previously amended by Amendment No. 1
filed on August 24, 1998, Amendment No. 2 filed on October 2, 1998, Amendment
No. 3 filed on July 1, 1999, and Amendment No. 4 filed on August 16, 1999. This
Amendment No. 5 adds GFI Company ("GFI") as an additional Reporting Person.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 is hereby amended and supplemented as follows:
The term of the Voting Trust was extended to October 2, 2010 by an
agreement among the Voting Trustees and the holders of voting trust certificates
dated as of October 2, 2000. The agreement also amended the Voting Trust
Agreement to provide for the release to holders of the Common Stock held by the
Voting Trust, as described below in Item 5.
The name, state of organization, principal business, principal business
address, principal office address and other information regarding GFI, the
additional Reporting Person added by this Amendment No. 5, are as follows:
GFI Company is a corporation organized under the laws of the State of
Nevada. GFI is a wholly-owned subsidiary of OPUBCO. Its principal business is
financing and investments. The address of its principal business and principal
office is 3753 Howard Hughes Parkway, Suite 200, Las Vegas, Nevada 89109.
The executive officers and directors of GFI are the following:
Edward K. Gaylord II - President, Director
Edward L. Gaylord - Director
David C. Story - Treasurer & Secretary, Director
For each person, the principal occupation or employment is as an officer
of OPUBCO, with the business address being the same as OPUBCO, as described in
Amendment No. 4.
Neither GFI nor, to the best knowledge of the Reporting Persons, any of
the executive officers and directors listed above has been convicted during the
last five years in any criminal proceeding (excluding traffic violations or
similar misdemeanors),
PAGE 8 OF 24
<PAGE> 9
nor has any one of them been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction leading to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 is hereby amended and supplemented as follows:
GFI acquired shares of Common Stock on August 30, 1999 by way of a sale
from its parent, OPUBCO. The amounts used to purchase the shares were generated
from operations of GFI that were held for the account of GFI at OPUBCO. The
shares were valued at the closing price on the acquisition date of the Common
Stock on the New York Stock Exchange, which was $30.50 per share.
As of October 10, 2000, the total amount of funds used for purchase by
OPUBCO of Common Stock since the filing of Amendment No. 4 to this Schedule 13D
(including commissions) was $12,365,081.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended and supplemented as follows:
The shares of Common Stock held by OPUBCO as of August 30, 1999 were
purchased by its subsidiary, GFI. Voting authority over the shares of Common
Stock held by GFI is shared by Edward L. Gaylord and Edward K. Gaylord II, who
are both Individual Reporting Persons, in their capacities as a director and
director/executive officer, respectively, of GFI. These same individuals had
voting authority over the shares when they were formerly held by GFI's parent,
OPUBCO.
GFI acquired the shares of Common Stock to hold as an investment and to
continue the exercise by the Reporting Persons of control over the Issuer. GFI
may purchase or sell shares of Common Stock on the open market or otherwise
depending on an evaluation of market price or other considerations.
Because of the relationships among the Reporting Persons, including the
fact that two of the Individual Reporting Persons serve as two of the five
Voting Trustees of the Voting Trust and also have voting authority over the
shares held by OPUBCO and GFI, it can be expected that they may vote all of the
shares of Common Stock over which they have voting control in a consistent
manner, which enables the Reporting Persons to exercise control over the Issuer.
There is, however, no formal contractual obligation or understanding among the
Reporting Persons to do so.
PAGE 9 OF 24
<PAGE> 10
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended and supplemented as follows:
Since the filing of Amendment No. 4 to this Schedule 13D on August 16,
1999, OPUBCO has acquired additional shares of Common Stock in open market
transactions on the New York Stock Exchange, including the following purchases
during the past 60 days:
<TABLE>
<CAPTION>
Purchase Number of Purchase Price
date shares per share
------ -------- -----------
<S> <C> <C>
09/28/2000 35,000 22.2500
09/28/2000 15,100 21.7500
09/28/2000 13,000 21.2500
09/28/2000 17,000 21.0000
09/28/2000 20,000 21.1250
09/28/2000 10,000 21.6250
09/28/2000 5,000 22.0000
09/29/2000 3,200 22.8750
09/29/2000 3,000 23.1250
09/29/2000 2,000 23.6875
09/29/2000 1,200 23.3750
09/29/2000 600 22.6875
</TABLE>
The following information is as of the close of business on October 11,
2000, based on the number of shares of Common Stock of the Issuer outstanding on
July 31, 2000, according to the Issuer's Form 10-Q for the period ended June 30,
2000:
The Voting Trust beneficially owns 14,643,740 shares of Common Stock,
constituting 43.88% of the Issuer's total shares outstanding. Under the terms of
the Voting Trust Agreement, the Voting Trust has sole power to vote or direct
the vote of, and shared power to dispose or direct the disposition of, the
12,539,974 shares of Common Stock deposited in the Voting Trust. The shared
power over the disposition of these shares exists by virtue of the Voting
Trustees' authority over the withdrawal of such shares (described above in Item
2). This figure also includes 270,400 shares that are beneficially owned by
OPUBCO, a corporation that is controlled by the Voting Trust, and 1,833,366
shares that are beneficially owned by GFI, a corporation wholly owned by OPUBCO,
over both of which the Voting Trust may be deemed to share power over the voting
and disposition by reason of its control. The Voting Trust disclaims beneficial
ownership of the shares held by OPUBCO and GFI.
Effective as of October 2, 2000, the Voting Trust has been amended to
provide that within 30 days of such effective date, the Voting Trustees shall
implement such action as deemed necessary to release all shares of Common Stock
to the holders of trust certificates representing such shares. The release of
the shares
PAGE 10 OF 24
<PAGE> 11
of Common Stock is conditioned upon approval of such transfers of Common Stock
by the Federal Communications Commission. The Voting Trust would, assuming the
consummation of such releases, cease to have any power to vote or direct the
vote of, or to dispose or direct the disposition of, the 12,539,974 shares of
Common Stock currently deposited in the Voting Trust.
Edward L. Gaylord has the power to vote or direct the vote of, or to
dispose or direct the disposition of, 8,704,429 shares of Common Stock,
constituting 25.94% of total shares outstanding. This figure does not include
shares owned by Mr. Gaylord's children Christine Gaylord Everest, Edward K.
Gaylord II, and Louise Gaylord Bennett, and his sister Edith Gaylord Harper, as
to which Mr. Gaylord disclaims beneficial ownership. It also does not include
the shares deposited in the Voting Trust, of which Mr. Gaylord is one of five
Voting Trustees, by persons other than Mr. Gaylord, as to which Mr. Gaylord also
disclaims beneficial ownership. It does include 4,666,558 shares beneficially
owned by Mr. Gaylord as Trustee for the Edward L. Gaylord Revocable Trust
(4,635,998 of which are deposited in the Voting Trust); 352,586 shares
beneficially owned by Mr. Gaylord as Trustee for the Thelma F. Gaylord
Irrevocable Trust (345,236 of which are deposited in the Voting Trust); 828,646
shares beneficially owned by Mr. Gaylord as Trustee for the Mary I. Gaylord
Revocable Living Trust (all of which are deposited in the Voting Trust); 128,625
shares beneficially owned by The Oklahoman Foundation, a charitable trust of
which Mr. Gaylord is a co-Trustee with Christine Gaylord Everest and Edward K.
Gaylord II; 262,395 shares beneficially owned by Gayno, Inc., a corporation
controlled by Mr. Gaylord; 143,583 shares beneficially owned by the E.L. and
Thelma Gaylord Foundation, a charitable trust of which Mr. Gaylord is a Trustee;
33,333 shares beneficially owned by The Mary Gaylord Foundation, a charitable
foundation of which Mr. Gaylord is a co-Trustee with his daughter Mary I.
Gaylord; and 184,937 shares subject to unexercised stock options. It also
includes 270,400 shares beneficially owned by OPUBCO, a corporation of which Mr.
Gaylord is Chairman with the shared power to vote and dispose of the shares as
portfolio securities, and 1,833,366 shares beneficially owned by GFI, a
corporation of which Mr. Gaylord is a director with the shared power to vote and
dispose of the shares as portfolio securities, as to which Mr. Gaylord disclaims
beneficial ownership. Of the aggregate number of shares reported above, Mr.
Gaylord has sole power to vote or direct the vote of, and sole power to dispose
or direct the disposition of, 485,242 shares, and shared power to vote or direct
the vote of, and shared power to dispose or direct the disposition of, 8,219,187
shares.
Edith Gaylord Harper has the power to vote or direct the vote of, or to
dispose or direct the disposition of, 2,133,371 shares of Common Stock,
constituting 6.39% of total shares outstanding. This figure does not include
shares owned by Mrs. Harper's brother Edward L. Gaylord, as to which Mrs. Harper
disclaims beneficial ownership. It also does not include the shares deposited in
the Voting Trust, of which Mrs. Harper is one of five Voting Trustees,
PAGE 11 OF 24
<PAGE> 12
by persons other than Mrs. Harper, and the shares beneficially owned by
corporations controlled by the Voting Trust, as to which Mrs. Harper also
disclaims beneficial ownership. It does include 2,133,371 shares held by the
Edith Gaylord Harper 1995 Revocable Trust, of which 1,736,437 shares are
deposited in the Voting Trust. Mrs. Harper is a co-Trustee of that trust with
William J. Ross and David O. Hogan, and is responsible for the voting of the
shares of Common Stock held by the trust. Mrs. Harper has shared power to vote
or direct the vote of, and shared power to dispose or direct the disposition of,
all the shares reported above.
Edward K. Gaylord II has the power to vote or direct the vote of, or to
dispose or direct the disposition of, 2,726,601 shares of Common Stock,
constituting 8.15% of total shares outstanding. This figure does not include
shares owned by Mr. Gaylord's father, Edward L. Gaylord, or his siblings
Christine Gaylord Everest and Louise Gaylord Bennett, as to which Mr. Gaylord
disclaims beneficial ownership. It also does not include the shares deposited in
the Voting Trust, of which Mr. Gaylord is one of five Voting Trustees, by
persons other than Mr. Gaylord, as to which Mr. Gaylord also disclaims
beneficial ownership. It does include 402,500 shares beneficially owned by Mr.
Gaylord, which are deposited in the Voting Trust; 128,625 shares beneficially
owned by The Oklahoman Foundation, a charitable trust of which Mr. Gaylord is a
co-Trustee with Christine Gaylord Everest and Edward L. Gaylord; 84,210 shares
subject to unexercised stock options; and 7,500 shares of restricted stock. It
also includes 270,400 shares beneficially owned by OPUBCO, a corporation of
which Mr. Gaylord is President with the shared power to vote and dispose of the
shares as portfolio securities, and 1,833,366 shares beneficially owned by GFI,
a corporation of which Mr. Gaylord is President with the shared power to vote
and dispose of the shares as portfolio securities, as to which Mr. Gaylord
disclaims beneficial ownership. Of the aggregate number of shares reported
above, Mr. Gaylord has sole power to vote or direct the vote of, and sole power
to dispose or direct the disposition of, 91,710 shares, and shared power to vote
or direct the vote of, and shared power to dispose or direct the disposition of,
2,634,891 shares.
OPUBCO has the power to vote or direct the vote of, or to dispose or
direct the disposition of, 2,103,766 shares of Common Stock, constituting 6.30%
of total shares outstanding. This includes 1,833,366 shares beneficially owned
by GFI, a corporation wholly owned by OPUBCO, as to which OPUBCO disclaims
beneficially ownership. OPUBCO has the sole power to vote or direct the vote of,
and sole power to dispose or direct the disposition of, 270,400 shares, and
shared power to vote or direct the vote of, and shared power to dispose or
direct the disposition of, 1,833,366 shares.
GFI has the sole power to vote or direct the vote of, or to dispose or
direct the disposition of, 1,833,366 shares of Common Stock, constituting 5.49%
of total shares outstanding.
PAGE 12 OF 24
<PAGE> 13
The following information is provided with respect to the additional
persons named in Item 2 as executive officers and directors of Reporting Persons
that are corporations, to the best knowledge of the Reporting Persons:
Christine Gaylord Everest has the power to vote or direct the vote of,
or to dispose or direct the disposition of, 1,103,364 shares of Common
Stock, constituting 3.29% of total shares outstanding. This figure does
not include shares owned by Ms. Everest's husband James H. Everest, her
father Edward L. Gaylord, or her siblings Edward K. Gaylord II and
Louise Gaylord Bennett, as to which Ms. Everest disclaims beneficial
ownership. It also does not include the shares deposited in the Voting
Trust, of which Ms. Everest is one of five Voting Trustees, by persons
other than Ms. Everest, and the shares beneficially owned by
corporations controlled by the Voting Trust, as to which Ms. Everest
also disclaims beneficial ownership. It does include 849,163 shares
beneficially owned by Ms. Everest, which are deposited in the Voting
Trust; 128,625 shares beneficially owned by The Oklahoman Foundation, a
charitable trust of which Ms. Everest is a co-Trustee with Edward L.
Gaylord and Edward K. Gaylord II; and 125,576 shares subject to
unexercised stock options. Of the aggregate number of shares reported
above, Ms. Everest has sole power to vote or direct the vote of, and
sole power to dispose or direct the disposition of, 125,576 shares, and
shared power to vote or direct the vote of, and shared power to dispose
or direct the disposition of, 977,788 shares.
Martin C. Dickinson has the power to vote or direct the vote of, or to
dispose or direct the disposition of, 1,362,646 shares of Common Stock,
constituting 4.07% of total shares outstanding. This figure does not
include the shares deposited in the Voting Trust, of which Mr. Dickinson
is one of five Voting Trustees, by persons other than Mr. Dickinson, and
the shares beneficially owned by corporations controlled by the Voting
Trust, as to which Mr. Dickinson disclaims beneficial ownership. This
figure includes 600,000 shares beneficially owned as co-trustee of the
Elizabeth M. Dickinson Trust, 598,871 of which are deposited in the
Voting Trust; 600,000 shares beneficially owned as president and
director of the Donald C. Dickinson and Elizabeth M. Dickinson
Foundation, all of which are deposited with the Voting Trust; 77,382
shares beneficially owned as trustee for the Martin C. Dickinson
Revocable Trust, 66,332 of which are deposited with the Voting Trust;
and 85,264 shares subject to unexercised stock options. Of the aggregate
number of shares reported above, Mr. Dickinson has sole power to vote or
direct the vote of, and sole power to dispose or direct the disposition
of, 97,443 shares, and shared power to vote or direct the vote of, and
shared power to dispose or direct the disposition of, 1,265,203 shares.
PAGE 13 OF 24
<PAGE> 14
Edmund O. Martin is the beneficial owner of 7,699 shares of Common
Stock.
David Story is the beneficial owner of 1,715 shares of Common Stock.
Except as set forth above, none of the Reporting Persons or, to the best
of their knowledge, the additional persons listed in Item 2 has engaged in any
transactions in the Common Stock of the Issuer during the past sixty days.
Except as set forth above, there are no other persons with the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the securities described herein.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
The Voting Trust Agreement filed as an exhibit to the original Schedule
13D filing has been amended by Extension and Amendment No. 2 to Voting Trust
Agreement, dated as of October 2, 2000. Such amendment is attached hereto as
Exhibit 2-A, and the terms and provisions thereof are incorporated herein by
reference.
The Joint Filing Agreement entered into by the parties in connection
with this Schedule 13D filing has been revised to add GFI as a joint filer. Such
revised agreement is attached hereto as Exhibit 1-B.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
The following is filed as an additional exhibit:
Exhibit 1-B: Joint Filing Agreement dated October 11, 2000
Exhibit 2-A: Extension and Amendment No. 2 to Voting Trust Agreement,
dated as of October 2, 2000
PAGE 14 OF 24
<PAGE> 15
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: October 19, 2000 THE OKLAHOMA PUBLISHING COMPANY
VOTING TRUST
Edward L. Gaylord,
Voting Trustee
EDWARD L. GAYLORD
EDITH GAYLORD HARPER
By: /s/ Frederic T. Spindel
--------------------------
Frederic T. Spindel,
Authorized Representative
of The Oklahoma Publishing
Company Voting Trust,
Edward L. Gaylord, and
Edith Gaylord Harper
EDWARD K. GAYLORD II
By: /s/ Edward K. Gaylord II
--------------------------
Edward K. Gaylord II
THE OKLAHOMA PUBLISHING COMPANY
By: /s/ Edward K. Gaylord II
--------------------------
Edward K. Gaylord II
President
GFI COMPANY
By: /s/ Edward K. Gaylord II
--------------------------
Edward K. Gaylord II
President
PAGE 15 OF 24
