<PAGE>   1
 
   
     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 30, 1997
    
================================================================================
 
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
 
                            ------------------------
 
   
                                  FORM 10/A-1
    
 
                  GENERAL FORM FOR REGISTRATION OF SECURITIES
                     PURSUANT TO SECTION 12(B) OR 12(G) OF
                      THE SECURITIES EXCHANGE ACT OF 1934
 
                       NEW GAYLORD ENTERTAINMENT COMPANY
             (Exact name of registrant as specified in its charter)
 

<TABLE>
<S>                                            <C>
                  Delaware                                      73-0664379
       (State or other jurisdiction of                       (I.R.S. employer
       incorporation or organization)                       identification no.)
 
              One Gaylord Drive
            Nashville, Tennessee                                   37214
  (Address of principal executive offices)                      (ZIP code)
</TABLE>

 
                                 (615) 316-6000
              (Registrant's telephone number, including area code)
 
       Securities to be registered pursuant to Section 12(b) of the Act:
 

<TABLE>
<CAPTION>
             TITLE OF EACH CLASS                      NAME OF EACH EXCHANGE ON WHICH
             TO BE SO REGISTERED                      EACH CLASS IS TO BE REGISTERED
- ---------------------------------------------  ---------------------------------------------
<C>                                            <C>
        Common Stock, $.01 par value                   New York Stock Exchange, Inc.
</TABLE>

 
       Securities to be registered pursuant to Section 12(g) of the Act:
 
                                      None
                                (Title of class)
 
================================================================================

<PAGE>   2
 
   
                             INFORMATION STATEMENT
    
                       NEW GAYLORD ENTERTAINMENT COMPANY
 
                          COMMON STOCK, $.01 PAR VALUE
 
   
    This Information Statement ("Information Statement") is being furnished by
Gaylord Entertainment Company, a Delaware corporation ("Old Gaylord"), in
connection with the proposed pro rata distribution (the "Distribution") by Old
Gaylord to its stockholders of all of the outstanding Common Stock, $.01 par
value ("New Gaylord Common Stock"), of New Gaylord Entertainment Company
(formerly known as Gaylord Broadcasting Company), a Delaware corporation and a
wholly owned subsidiary of Old Gaylord ("New Gaylord"). It is currently
anticipated that the Distribution will be effected on the day prior to the
effective time of the proposed merger (the "Merger") of G Acquisition Corp.
("Sub"), a Delaware corporation and a wholly owned subsidiary of Westinghouse
Electric Corporation, a Pennsylvania corporation ("Westinghouse"), with and into
Old Gaylord, as such Merger is described in the Proxy Statement/Prospectus dated
June 30, 1997 (the "Proxy Statement/Prospectus"), relating to the Special
Meeting of Stockholders of Old Gaylord to be held on July 29, 1997 (the "Special
Meeting"), which accompanies this Information Statement.
    
 
    As a result of the Distribution, each holder of record as of the record date
for the Distribution (as established below, the "Record Date") of (a) shares of
Class A Common Stock, $.01 par value, of Old Gaylord ("Old Gaylord Class A
Common Stock"), and (b) shares of Class B Common Stock, $.01 par value, of Old
Gaylord ("Old Gaylord Class B Common Stock" and, together with the old Gaylord
Class A Common Stock, the "Old Gaylord Common Stock"), will receive that number
of shares of New Gaylord Common Stock equal to one-third the number of shares of
Old Gaylord Common Stock held of record by such holder, and cash in lieu of any
fractional shares of New Gaylord Common Stock. The Record Date for the
Distribution will not be established by Old Gaylord's Board of Directors until
all material conditions to the Distribution are satisfied.
 
    The obligation of Old Gaylord to consummate the Distribution is subject to
the satisfaction or waiver of a number of conditions, including, among other
things, the satisfaction or waiver of all conditions to the obligations of
Westinghouse and Old Gaylord to effect the Merger (other than the consummation
of the Recapitalization (as defined herein), the Restructuring (as defined
herein), and the Distribution) as set forth in the Agreement and Plan of Merger,
dated as of February 9, 1997, among Westinghouse, Sub, and Old Gaylord (the
"Merger Agreement"). The consummation of the Distribution is a condition to the
obligations of Westinghouse and Old Gaylord to effect the Merger but will occur
only if all other conditions to the Merger are satisfied or waived and the
Merger is about to occur. See "THE RESTRUCTURING, THE DISTRIBUTION, AND THE
MERGER." Old Gaylord is currently soliciting proxies for the Special Meeting at
which Old Gaylord stockholders will vote on the approval and adoption of the
Merger Agreement and the New Gaylord Entertainment Company 1997 Stock Option and
Incentive Plan (the "1997 Stock Plan").
 
   
    Prior to the Distribution and the Merger, Old Gaylord will be restructured
(the "Restructuring") so that the assets and liabilities that are part of Old
Gaylord's hospitality, attractions, music, television, and radio businesses,
including all of Old Gaylord's long-term debt, as well as Old Gaylord's interest
in the Country Music Television cable networks outside of the United States and
Canada ("CMT International") and the option to acquire 95% of and the assets
used in the management of Z Music, Inc. ("Z Music"), a cable network currently
featuring primarily contemporary Christian music videos, will be transferred to
or retained by New Gaylord or one of its subsidiaries. Following the
Restructuring, the businesses of New Gaylord will include the Grand Ole Opry;
the Opryland Hotel; the Opryland theme park; the Wildhorse Saloon; the Ryman
Auditorium; the broadcasting operations comprised of the CBS-affiliate
television station KTVT in Dallas-Fort Worth and three Nashville-based radio
stations; interests in country and Christian music publishing and recording with
the Opryland Music Group and Word Entertainment ("Word"), and the operations of
CMT International and the management of Z Music. As a result of the
Restructuring, certain of the assets of Old Gaylord's cable networks business,
consisting primarily of The Nashville Network ("TNN") and the domestic and
Canadian operations of Country Music Television ("CMT"), and certain other
related businesses, and certain liabilities related thereto, will be held by Old
Gaylord or one of its subsidiaries (other than New Gaylord or its subsidiaries
after giving effect to the Restructuring) and will be acquired by Westinghouse
in the Merger.
    
 
    No consideration will be paid by Old Gaylord stockholders for the shares of
New Gaylord Common Stock to be received by them in the Distribution. There is
currently no public trading market for the New Gaylord Common Stock. New Gaylord
has applied to list the shares of New Gaylord Common Stock to be distributed in
the Distribution on the New York Stock Exchange (the "NYSE") under the symbol
"GET," which is currently the symbol for the Old Gaylord Class A Common Stock.
No fractional shares of New Gaylord Common Stock will be distributed in the
Distribution. Old Gaylord stockholders who otherwise would be entitled to
receive a fractional share of New Gaylord Common Stock will receive cash in lieu
thereof. See "THE RESTRUCTURING, THE DISTRIBUTION, AND THE MERGER -- Manner of
Effecting the Distribution."
                             ---------------------
 
   THE SECURITIES TO BE ISSUED IN THE DISTRIBUTION HAVE NOT BEEN APPROVED OR
 DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
     COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
 SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS INFORMATION
      STATEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
                             ---------------------
 
   
            The date of this Information Statement is June 30, 1997.
    

<PAGE>   3
 
                               TABLE OF CONTENTS
 
   

<TABLE>
<S>                                                           <C>
AVAILABLE INFORMATION.......................................     1
SUMMARY OF INFORMATION STATEMENT............................     2
CAPITALIZATION..............................................     8
LISTING AND TRADING OF NEW GAYLORD COMMON STOCK.............     9
DIVIDEND POLICY.............................................     9
THE RESTRUCTURING, THE DISTRIBUTION, AND THE MERGER.........    10
BUSINESS OF NEW GAYLORD.....................................    16
CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES................    27
SELECTED CONSOLIDATED HISTORICAL AND PRO FORMA FINANCIAL
  DATA OF NEW GAYLORD.......................................    29
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
  AND RESULTS OF OPERATIONS.................................    32
MANAGEMENT..................................................    42
EXECUTIVE COMPENSATION......................................    45
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
  MANAGEMENT................................................    54
DESCRIPTION OF CAPITAL STOCK................................    58
INDEX TO FINANCIAL STATEMENTS...............................   F-1
</TABLE>

    
 
                             AVAILABLE INFORMATION
 
     New Gaylord has filed with the Securities and Exchange Commission (the
"SEC") a registration statement on Form 10 (such registration statement, as it
may be amended or supplemented, the "Registration Statement") under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), with respect
to the New Gaylord Common Stock. This Information Statement does not contain all
of the information that is set forth in the Registration Statement and the
exhibits and schedules thereto. Additional information concerning the Merger and
related transactions may be found in the Proxy Statement/Prospectus included in
the registration statement on Form S-4 (the "Form S-4") filed by Westinghouse
under the Securities Act of 1933, as amended (the "Securities Act"). The
Registration Statement and the Form S-4, as well as the respective annexes,
exhibits, and schedules thereto, are available for inspection and copying at the
public reference facilities maintained by the SEC at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, as well as the Regional Offices of the SEC
at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661; Seven World Trade Center, Suite 1300, New York, New York 10048; and at
5670 Wilshire Boulevard, Suite 1100, Los Angeles, California 90036. Copies of
such information are obtainable by mail from the Public Reference Section of the
SEC at 450 Fifth Street N.W., Washington, D.C. 20549 at prescribed rates. Copies
of such material may also be obtained from the SEC's web site
(http://www.sec.gov).
 
     Following the Distribution, New Gaylord will be subject to the
informational requirements of the Exchange Act and, in accordance therewith,
will file reports, proxy statements, and other information with the SEC. The
reports, proxy statements, and other information that will be filed by New
Gaylord with the SEC will be available for inspection and copying at the SEC's
public reference facilities referred to above. Copies of such material will be
obtainable by mail from the Public Reference Section of the SEC at the address
referred to above at prescribed rates and from the SEC's web site referred to
above. In addition, it is expected that reports, proxy statements, and other
information concerning New Gaylord will be available for inspection at the
offices of the NYSE at 20 Broad Street, New York, New York 10005.
 
     NO PERSON IS AUTHORIZED BY OLD GAYLORD OR NEW GAYLORD TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS WITH RESPECT TO THE MATTERS DESCRIBED
IN THIS INFORMATION STATEMENT OTHER THAN THOSE CONTAINED IN THIS INFORMATION
STATEMENT AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY EITHER OLD GAYLORD OR NEW GAYLORD.
NEITHER THE DELIVERY OF THIS INFORMATION STATEMENT NOR CONSUMMATION OF THE
DISTRIBUTION CONTEMPLATED HEREBY SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF NEW GAYLORD SINCE
THE DATE HEREOF, OR THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO ITS DATE.
 
                                        1

<PAGE>   4
 
                        SUMMARY OF INFORMATION STATEMENT
 
   
     The following summary is not intended to be complete and is qualified in
its entirety by reference to the more detailed information and financial
statements, including the notes thereto, included in this Information Statement
and the Annexes to the Proxy Statement/Prospectus which accompanies this
Information Statement, including (i) the Merger Agreement attached as Annex I to
the Proxy Statement/Prospectus, and (ii) the form of Agreement and Plan of
Distribution attached as Annex II to the Proxy Statement/Prospectus (the
"Distribution Agreement"). Stockholders are urged to read this Information
Statement, the Proxy Statement/Prospectus, and the Annexes thereto in their
entirety. The Recapitalization, the Restructuring, the Distribution, the Merger,
and the other transactions contemplated thereby are sometimes collectively
referred to herein as the "Transactions." TNN, CMT, and the other related
businesses that will be acquired by Westinghouse in the Merger are collectively
referred to herein as the "Cable Networks Business." All businesses of Old
Gaylord and its subsidiaries that are not part of the Cable Networks Business,
including CMT International and the management of and option to acquire 95% of Z
Music, are collectively referred to herein as the "New Gaylord Business."
    
 
                                  NEW GAYLORD
 
   
     Following the Restructuring, the Distribution, and the Merger, New Gaylord
will be a diversified entertainment company emphasizing family values and its
country music roots, operating principally in three industry segments: (i)
hospitality and attractions; (ii) broadcasting and music; and (iii) cable
networks. New Gaylord's predecessor traces its origins to a newspaper publishing
business founded in 1903 in the Oklahoma Territory by a group including the
Gaylord and Dickinson families. In 1928, New Gaylord's predecessor entered the
radio broadcasting business and, in 1949, expanded its broadcasting interests to
include television stations. In 1983, New Gaylord's predecessor acquired an
interrelated group of businesses ("Opryland USA") tracing their origins to the
Grand Ole Opry music radio show created in 1925. Opryland USA has become the
cornerstone of the company's hospitality and attractions businesses. Also in
1983, Opryland USA entered the cable networks business by launching TNN, a cable
network with a national audience featuring country lifestyles, entertainment,
and sports, and, in 1991, acquired a 67% interest in CMT, a cable network with a
24-hour country music video format. The first of the CMT International cable
networks was launched in Europe in 1992 and CMT International has since expanded
into Asia, the South Pacific, and Latin America. In 1994, New Gaylord's
predecessor acquired an option to purchase 95% of Z Music, a cable network
currently featuring primarily contemporary Christian music videos, which it
currently manages. In 1997, New Gaylord's predecessor acquired the assets of
Word, a contemporary Christian music company.
    
 
     As a result of the Restructuring, the Distribution, and the Merger, the
Cable Networks Business will be acquired by Westinghouse. Following the
Restructuring, the Distribution, and the Merger, the New Gaylord Business will
consist of Old Gaylord's hospitality, attractions, music, television, and radio
businesses, as well as CMT International and the management of and option to
acquire 95% of Z Music, and will include the Grand Ole Opry, the Opryland Hotel,
the Opryland theme park, the Wildhorse Saloon, the Ryman Auditorium,
CBS-affiliate television station KTVT (Dallas-Fort Worth), three Nashville-based
radio stations, Opryland Music Group's interests in music publishing, and Word's
music publishing and recording operations. See "BUSINESS OF NEW GAYLORD."
 
     As a result of the Distribution, New Gaylord will be an independent,
publicly held company. The current executive officers and directors of Old
Gaylord are expected to be directors and executive officers of New Gaylord, with
the exception of David Hall, currently a Vice President of Old Gaylord, who will
remain with the Cable Networks Business following the Merger and will be
employed by an affiliate of Westinghouse. See "MANAGEMENT."
 
     New Gaylord was incorporated under the laws of the State of Delaware in
1956 and, since that time, has been a wholly owned subsidiary of Old Gaylord.
Prior to the Restructuring, substantially all of Old Gaylord's assets and
liabilities have been held by, and substantially all of Old Gaylord's operations
have been conducted through, New Gaylord and direct and indirect subsidiaries of
New Gaylord, and such assets, liabilities, and results of operations are
reflected in the historical Consolidated Financial Statements of New Gaylord
included herein.
                                        2

<PAGE>   5
 
     New Gaylord's principal executive offices are located at One Gaylord Drive,
Nashville, Tennessee 37214, and its telephone number is (615) 316-6000.
Immediately after the Merger, New Gaylord will change its name to "Gaylord
Entertainment Company."
 
                                THE TRANSACTIONS
 
   
     The Recapitalization.  Prior to the Distribution, New Gaylord will effect a
recapitalization (the "Recapitalization") pursuant to which New Gaylord will
amend and restate its Certificate of Incorporation to, among other things, (i)
authorize one class of common stock of New Gaylord, (ii) increase the currently
authorized number of shares of New Gaylord Common Stock to 150,000,000 shares,
(iii) convert the 1,000 shares of New Gaylord common stock, $100.00 par value,
currently outstanding into a number of shares of New Gaylord Common Stock equal
to one-third the total number of shares of Old Gaylord Common Stock outstanding
immediately prior to the Record Date, and (iv) authorize 100,000,000 shares of
preferred stock, $.01 par value, of New Gaylord ("Preferred Stock"). See
"DESCRIPTION OF CAPITAL STOCK." Based on the number of shares of Old Gaylord
Common Stock outstanding on June 19, 1997, the 1,000 shares of New Gaylord
common stock currently outstanding would be converted into 32,131,188 shares of
New Gaylord Common Stock, all of which will be distributed to Old Gaylord's
stockholders in the Distribution.
    
 
     The Restructuring.  Prior to the Distribution, Old Gaylord will effect a
series of mergers, asset and stock transfers, and liability assumptions among
itself and its subsidiaries. The purpose and effect of the Restructuring is to
separate the New Gaylord Business, which is not being acquired by Westinghouse
in the Merger, from the Cable Networks Business. In connection with the
Restructuring, New Gaylord will, or will cause one of its subsidiaries to,
assume all liabilities of Old Gaylord and its subsidiaries other than certain
liabilities to the extent that they arise out of the Cable Networks Business,
which Old Gaylord will, or will cause one of its subsidiaries to, retain or
assume. See "THE RESTRUCTURING, THE DISTRIBUTION, AND THE MERGER -- The
Restructuring."
 
     The Distribution.  Upon completion of the Restructuring and on the day
prior to the effective time of the Merger, Old Gaylord will effect the
Distribution by distributing to each holder of record of Old Gaylord Common
Stock as of the Record Date certificates representing that number of shares of
New Gaylord Common Stock equal to one-third the number of shares of Old Gaylord
Common Stock held by such holder. Cash will be distributed in lieu of any
fractional shares of New Gaylord Common Stock. See "THE RESTRUCTURING, THE
DISTRIBUTION, AND THE MERGER."
 
   
     The Merger.  At the effective time of the Merger, Sub will be merged with
and into Old Gaylord, with Old Gaylord continuing as the surviving corporation
and a wholly owned subsidiary of Westinghouse. The number of shares of
Westinghouse Common Stock to be received by Old Gaylord's stockholders in
connection with the Merger for each outstanding share of Old Gaylord Common
Stock (subject to the proviso to this sentence, the "Per Share Merger
Consideration") will be equal to (i) the quotient of (x) $1.55 billion divided
by (y) the number of shares of Old Gaylord Common Stock issued and outstanding
immediately prior to the effective time of the Merger, divided by (ii) the
average of the daily closing prices per share of Common Stock, par value $1.00
per share, of Westinghouse ("Westinghouse Common Stock") as reported on the NYSE
Composite Transactions List for the 15 consecutive full NYSE trading days
immediately preceding the third full NYSE trading day prior to the effective
time of the Merger; provided, that Westinghouse will not be required to issue
more than 110 million shares of Westinghouse Common Stock in the Merger (or 88
million shares in the unlikely event that Westinghouse consummates the
anticipated separation of its power-related and non-power-related businesses
into two companies (the "Westinghouse Distribution") prior to the effective time
of the Merger). If the issuance of 110 million shares (or 88 million shares, as
the case may be) of Westinghouse Common Stock would result in Old Gaylord's
stockholders receiving shares with an aggregate value of less than $1.55 billion
(calculated in accordance with the Merger Agreement as described above), then
Old Gaylord would have the right to terminate the Merger Agreement, subject to
Westinghouse's right to issue additional shares. Based on the average of the
daily closing prices per share of Westinghouse Common Stock as reported on the
NYSE Composite Transactions List for the 15 day trading period ended June 26,
1997, and on the number of shares of Old Gaylord Common Stock outstanding on
that date, the Per Share Merger Consideration would have been 0.725 shares of
    
                                        3

<PAGE>   6
 
   
Westinghouse Common Stock. The actual Per Share Merger Consideration at the
effective time of the Merger, however, may be greater or less than the above
number.
    
 
     Old Gaylord and Westinghouse currently anticipate that the Merger will be
consummated prior to the Westinghouse Distribution. In such event, stockholders
of Old Gaylord who become shareholders of Westinghouse in connection with the
Merger and who continue to hold their shares of Westinghouse Common Stock on the
record date for the Westinghouse Distribution will be entitled to participate in
the Westinghouse Distribution on the same basis as all other shareholders of
Westinghouse. The foregoing is a brief summary of certain terms of the Merger
Agreement. A more complete description of the Merger and the Merger Agreement
may be found in the Proxy Statement/Prospectus.
 
                                THE DISTRIBUTION
 
     Set forth below is a brief summary of certain terms of the Distribution and
related transactions. The Distribution Agreement is more fully described herein
under "THE RESTRUCTURING, THE DISTRIBUTION, AND THE MERGER," and is attached as
Annex II to the Proxy Statement/Prospectus.
 
Distributing Company.......  Old Gaylord
 
   
Securities to be
  Distributed..............  All the outstanding shares of New Gaylord Common
                             Stock on the basis of one share of New Gaylord
                             Common Stock for each three shares of Old Gaylord
                             Common Stock, and cash in lieu of any fractional
                             shares of New Gaylord Common Stock. Based on the
                             number of shares of Old Gaylord Common Stock
                             outstanding as of June 19, 1997, it is estimated
                             that 32,131,188 shares of New Gaylord Common Stock
                             will be distributed to Old Gaylord stockholders in
                             the Distribution.
    
 
Time of Distribution.......  The time at which the Distribution is effective
                             (the "Time of Distribution") is expected to be on
                             the day prior to the effective time of the Merger.
                             Stock certificates for shares of New Gaylord Common
                             Stock will be mailed as soon as practicable after
                             the Time of Distribution. See "THE RESTRUCTURING,
                             THE DISTRIBUTION, AND THE MERGER -- Manner of
                             Effecting the Distribution."
 
Record Date................  It is expected that the Record Date for the
                             Distribution will not be established by Old
                             Gaylord's Board of Directors until all material
                             conditions to the Distribution have been satisfied
                             or waived.
 
Trading Market.............  New Gaylord has applied to list the shares of New
                             Gaylord Common Stock to be distributed in the
                             Distribution on the NYSE under the symbol "GET."
                             See "LISTING AND TRADING OF NEW GAYLORD COMMON
                             STOCK."
 
Conditions to
  Distribution.............  The obligation of Old Gaylord to consummate the
                             Distribution is subject to the satisfaction or
                             waiver of a number of conditions, including, among
                             other things, the satisfaction or waiver of all
                             conditions to the obligations of Westinghouse and
                             Old Gaylord to effect the Merger (other than the
                             consummation of the Recapitalization, the
                             Restructuring, and the Distribution). See "THE
                             RESTRUCTURING, THE DISTRIBUTION, AND THE
                             MERGER -- Conditions."
 
Distribution Agent,
  Transfer Agent, and
  Registrar................  SunTrust Bank, Atlanta, the transfer agent for the
                             Old Gaylord Common Stock, is expected to serve as
                             the distribution agent and as the transfer agent
                             and registrar for the New Gaylord Common Stock.
                                        4

<PAGE>   7
 
Tax Consequences...........  Consummation of the Distribution and the Merger is
                             conditioned upon the receipt of private letter
                             rulings (the "Tax Rulings") issued by the Internal
                             Revenue Service (the "IRS") to the effect that (i)
                             the Distribution will qualify as a transaction
                             described in Section 355(a) of the United States
                             Internal Revenue Code of 1986, as amended (the
                             "Code"), and the transfer of assets and liabilities
                             to New Gaylord immediately preceding the
                             Distribution will qualify as a transaction
                             described in Section 351 of the Code and/or a
                             "reorganization" under Section 368(a)(1)(D) of the
                             Code, and (ii) the Merger will qualify as a
                             "reorganization" under Section 368(a)(1)(B) of the
                             Code. In addition, Old Gaylord and Westinghouse
                             have requested rulings from the IRS to the effect
                             that certain aspects of the Restructuring will not
                             be taxable to New Gaylord or any of its
                             subsidiaries, and consummation of the Distribution
                             and the Merger is conditioned upon either (i) the
                             receipt of such rulings or (ii) the receipt by Old
                             Gaylord and Westinghouse of opinions of their
                             respective counsel to the same effect. See "CERTAIN
                             U.S. FEDERAL INCOME TAX CONSEQUENCES."
 
   
Post-Closing Covenants
  Agreement................  Westinghouse, Old Gaylord, New Gaylord, and certain
                             of New Gaylord's subsidiaries will enter into a
                             Post-Closing Covenants Agreement, the form of which
                             is attached as Annex IV to the Proxy
                             Statement/Prospectus (the "Post-Closing Covenants
                             Agreement"), which will provide, among other
                             things, (i) that New Gaylord and certain of its
                             subsidiaries will indemnify Westinghouse and its
                             affiliates (including, after the Merger, Old
                             Gaylord) against certain losses and liabilities and
                             Westinghouse will indemnify New Gaylord and its
                             affiliates against certain losses and liabilities;
                             (ii) that New Gaylord and its subsidiaries will not
                             engage in certain specified activities that would
                             constitute competition with the Cable Networks
                             Business, and Westinghouse will not engage in
                             certain activities that would constitute
                             competition with CMT International; and (iii) for a
                             post-closing adjustment based on the level of
                             working capital of the Cable Networks Business. See
                             "THE RESTRUCTURING, THE DISTRIBUTION, AND THE
                             MERGER -- Post-Closing Covenants Agreement."
    
 
   
Tax Disaffiliation
  Agreement................  New Gaylord, Old Gaylord, and Westinghouse will
                             also enter into a Tax Disaffiliation Agreement, the
                             form of which is attached as Annex V to the Proxy
                             Statement/Prospectus (the "Tax Disaffiliation
                             Agreement"), which will set forth each party's
                             rights and obligations with respect to U.S.
                             Federal, state, local, and foreign taxes for
                             periods before and after the Merger and related
                             matters. See "THE RESTRUCTURING, THE DISTRIBUTION,
                             AND THE MERGER -- Tax Disaffiliation Agreement."
    
 
Relationship with Old
  Gaylord After the
  Distribution and Merger..  New Gaylord and Old Gaylord (or one of their
                             respective subsidiaries after giving effect to the
                             Restructuring) will enter into a number of other
                             agreements relating to, among other things, the
                             leasing by New Gaylord of certain real property to
                             Old Gaylord, the provision of services between New
                             Gaylord and Old Gaylord, and the licensing of
                             certain intellectual property. See "THE
                             RESTRUCTURING, THE DISTRIBUTION, AND THE
                             MERGER -- Relationships with Old Gaylord and
                             Westinghouse Following the Distribution and the
                             Merger."
                                        5

<PAGE>   8
 
   
                           FORWARD-LOOKING STATEMENTS
    
 
     Certain statements contained in this Information Statement, including those
under the captions "BUSINESS OF NEW GAYLORD" and "MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS," constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements involve known and
unknown risks, uncertainties, and other factors that may cause the actual
results, performance, or achievements of New Gaylord to be materially different
from any future results, performance, or achievements expressed or implied by
such forward-looking statements. When used in this Information Statement, the
words "estimate," "project," "intend," "expect," "anticipate," and similar
expressions are intended to identify forward-looking statements. These
forward-looking statements are based on various factors, many of which are
beyond New Gaylord's control, and were derived utilizing numerous assumptions
and other important factors that could cause actual results to differ materially
from those in the forward-looking statements. Important factors that could cause
actual results to differ materially from those in the forward-looking statements
include, but are not limited to, the following: uncertainty as to New Gaylord's
future profitability without the Cable Networks Business; the growth in the
popularity of Christian music and family values lifestyles; the advertising
market in the United States in general and in New Gaylord's local television and
radio markets; the perceived attractiveness of Nashville, Tennessee as a
convention and tourist destination; competition in New Gaylord's existing and
potential future lines of business; New Gaylord's ability to integrate and
successfully operate any acquired businesses and the risks associated with such
businesses; and uncertainty as to the future profitability of any acquired
businesses. Other factors and assumptions not identified above were also
involved in the derivation of these forward-looking statements, and the failure
of such other assumptions to be realized as well as other factors may also cause
actual results to differ materially from those projected. New Gaylord assumes no
obligation to update these forward-looking statements to reflect actual results,
changes in assumptions, or changes in other factors affecting such
forward-looking statements.
 
   
                 SUMMARY CONSOLIDATED HISTORICAL AND PRO FORMA
    
   
                         FINANCIAL DATA OF NEW GAYLORD
    
 
   
     The following table sets forth (i) unaudited summary consolidated
historical financial data as of March 31, 1997 and for the three months ended
March 31, 1997 and 1996, before giving effect to the Transactions, which has
been derived from New Gaylord's unaudited Condensed Consolidated Financial
Statements as of March 31, 1997 and for the three months ended March 31, 1997
and 1996, included elsewhere herein, (ii) summary consolidated historical
financial data as of December 31, 1996 and 1995 and for each year in the
three-year period ended December 31, 1996, before giving effect to the
Transactions, which has been derived from New Gaylord's Consolidated Financial
Statements as of December 31, 1996 and 1995, and for each year in the three-year
period ended December 31, 1996, included elsewhere herein; (iii) summary
consolidated balance sheet data as of December 31, 1994, which has been derived
from the audited consolidated balance sheet of New Gaylord as of December 31,
1994, not included elsewhere herein; and (iv) unaudited summary consolidated pro
forma financial data as of and for the three months ended March 31, 1997 and for
the year ended December 31, 1996, which gives effect to the Transactions, and
which has been derived from New Gaylord's Unaudited Pro Forma Consolidated
Financial Statements included elsewhere herein. Such data should be read in
conjunction with the consolidated financial statements (including the notes
thereto) and "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS" included elsewhere herein. The unaudited summary
consolidated pro forma balance sheet data as of March 31, 1997 is presented as
if the Transactions had occurred on March 31, 1997, and the unaudited summary
consolidated pro forma income statement data for the three months ended March
31, 1997 and for the year ended December 31, 1996 is presented as if the
Transactions had occurred on January 1, 1997 and January 1, 1996, respectively.
The unaudited summary consolidated pro forma financial data incorporates certain
assumptions set forth in the footnotes to New Gaylord's Unaudited Pro Forma
Consolidated Financial Statements included elsewhere herein. The summary
consolidated pro forma information does not purport to represent what New
Gaylord's financial position or results of operations actually would have been
had the Transactions, in fact, occurred on such date or at the beginning of the
period indicated, or to project New Gaylord's financial position or results of
operations at any future date or for any future period.
    
                                        6

<PAGE>   9
 
   

<TABLE>
<CAPTION>
                                                              (AMOUNTS IN THOUSANDS)
                               THREE MONTHS ENDED MARCH 31,                      YEARS ENDED DECEMBER 31,
                            ----------------------------------     ----------------------------------------------------
                                                ACTUAL                                           ACTUAL
                            PRO FORMA    ---------------------     PRO FORMA     --------------------------------------
                             1997(1)        1997        1996        1996(1)         1996           1995          1994
                            ----------   ----------   --------     ---------     ----------     ----------     --------
                                       (UNAUDITED)
<S>                         <C>          <C>          <C>          <C>           <C>            <C>            <C>
Revenues:
  Hospitality and
    attractions...........  $   57,304   $   57,304   $ 43,347     $313,023      $  313,023     $  276,638     $274,494
  Broadcasting and
    music.................      44,702       23,059     21,215      102,368         102,368        148,175      169,538
  Cable networks..........       3,100       83,062     74,295       11,155         331,767        282,647      243,899
                            ----------   ----------   --------     --------      ----------     ----------     --------
        Total revenues....     105,106      163,425    138,857      426,546         747,158        707,460      687,931
Operating expenses:
  Operating costs.........      70,541      102,804     88,944      261,175         443,236        442,177(3)   427,853
  Selling, general and
    administrative........      31,461       33,176     27,550       95,586         125,456        115,355      108,624
  Depreciation and
    amortization:
    Hospitality and
      attractions.........       6,583        6,583      4,231       28,861          28,861         21,782       19,040
    Broadcasting and
      music...............       1,878        1,174      1,037        4,421           4,421          3,954        3,854
    Cable networks........         521        3,333      2,629        1,991          12,406          9,522        7,758
    Corporate.............         745          745        737        3,168           3,168          2,828        2,293
                            ----------   ----------   --------     --------      ----------     ----------     --------
    Total depreciation and
      amortization........       9,727       11,835      8,634       38,441          48,856         38,086       32,945
                            ----------   ----------   --------     --------      ----------     ----------     --------
        Total operating
          expenses........     111,729      147,815    125,128      395,202         617,548        595,618      569,422
Operating income (loss):
  Hospitality and
    attractions...........       1,408        1,408       (241)      45,938          45,941         40,215       38,305
  Broadcasting and
    music.................       1,939        2,430      2,250       23,846          23,846         19,578(3)    37,837
  Cable networks..........      (4,139)      17,603     17,932      (13,379)         84,884         74,459       63,343
  Corporate...............      (5,831)      (5,831)    (6,212)     (25,061)        (25,061)       (22,410)     (20,976)
                            ----------   ----------   --------     --------      ----------     ----------     --------
    Total operating income
      (loss)..............      (6,623)      15,610     13,729       31,344         129,610        111,842      118,509
Interest expense..........      (7,615)     (10,802)    (9,721)     (18,976)        (49,880)       (40,856)     (27,578)
Interest income...........       5,755        5,759      5,210       22,904          21,580          5,968          738
Other gains (losses)......          (8)        (446)    74,121(2)    74,281(2)       72,220(2)      (8,088)(4)  (15,172)(4)(6)
                            ----------   ----------   --------     --------      ----------     ----------     --------
  Income (loss) from
    continuing operations
    before provision
    (benefit) for income
    taxes.................      (8,491)      10,121     83,339      109,553         173,530         68,866       76,497
Provision (benefit) for
  income taxes............      (4,223)       3,358     33,346       35,770          62,947         27,500       29,451
                            ----------   ----------   --------     --------      ----------     ----------     --------
  Income (loss) from
    continuing
    operations............      (4,268)       6,763     49,993       73,783         110,583         41,366       47,046
Discontinued operations,
  net of taxes............          --           --         --           --              --         42,998(5)        --
                            ----------   ----------   --------     --------      ----------     ----------     --------
        Net income
          (loss)..........  $   (4,268)  $    6,763   $ 49,993     $ 73,783      $  110,583     $   84,364     $ 47,046
                            ==========   ==========   ========     ========      ==========     ==========     ========
</TABLE>

    
 

<TABLE>
<CAPTION>
                                                      AS OF MARCH 31,
                                                  -----------------------               AS OF DECEMBER 31,
                                                  PRO FORMA      ACTUAL       --------------------------------------
                                                   1997(1)        1997           1996           1995          1994
                                                  ----------   ----------     ----------     ----------     --------
                                                        (UNAUDITED)
<S>                                               <C>          <C>            <C>            <C>            <C>
BALANCE SHEET DATA:
Total assets....................................  $1,168,836   $1,184,426     $1,152,626     $1,071,842     $988,476
Net assets of discontinued operations...........          --           --             --             --      214,649(5)
Payable to Old Gaylord..........................          --      489,731        476,316        554,488      560,422
Long-term debt, including current portion.......     515,751           --             --             --           --
Total stockholders' equity......................     361,687      407,974        401,211        203,628      114,264
</TABLE>

 
- ---------------
 
(1) See Unaudited Pro Forma Consolidated Financial Statements and the notes
    thereto included elsewhere herein.
(2) Includes a pretax gain of $73,850 on sale of Houston television station
    KHTV.
(3) Includes non-recurring pretax charge of $13,302 for write-down to net
    realizable value of certain television program rights.
(4) Includes pretax losses of $5,529 and $26,000 for 1995 and 1994,
    respectively, to reflect the loss on the January 1996 disposal of New
    Gaylord's 14% limited partnership interest in the Fiesta Texas theme park.
(5) In November 1993, New Gaylord formalized plans to sell its cable television
    systems segment (the "Systems") and began accounting for the Systems as
    discontinued operations. The Systems were sold in September 1995 which
    resulted in a gain of $42,998, net of income taxes of $30,824.
(6) Includes a pretax gain of $10,689 on sale of Milwaukee television station
    WVTV.
                                        7

<PAGE>   10
 
                                 CAPITALIZATION
 
   
     The following table sets forth the actual capitalization of New Gaylord as
of March 31, 1997 before giving effect to the Transactions and the pro forma
capitalization of New Gaylord as of such date after giving effect to the
Transactions (amounts in thousands, except share data). This table should be
read in conjunction with New Gaylord's Consolidated Financial Statements and the
notes thereto, New Gaylord's Unaudited Pro Forma Consolidated Financial
Statements and the footnotes thereto, and "MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS," all of which are included
elsewhere herein.
    
 
   

<TABLE>
<CAPTION>
                                                              AS OF MARCH 31, 1997
                                                              ---------------------
                                                               ACTUAL     PRO FORMA
                                                              --------    ---------
<S>                                                           <C>         <C>
Long-term debt:
  Payable to Old Gaylord....................................  $489,731    $     --
  Other long-term debt......................................        --     515,751
                                                              --------    --------
          Total.............................................   489,731     515,751
                                                              --------    --------
Stockholders' equity:
  Common Stock, $100.00 par value, 10,000 shares authorized,
     1,000 shares issued and outstanding....................       100          --
  Class B Common Stock, $.01 par value, 10,000 shares
     authorized, no shares issued or outstanding............        --          --
  New Gaylord Preferred Stock, $.01 par value, 100,000,000
     shares authorized, no shares issued or outstanding.....        --          --
  New Gaylord Common Stock, $.01 par value, 150,000,000
     shares authorized, 32,131,188 shares issued and
     outstanding............................................        --         321
  Additional paid-in capital................................    92,400     335,198
  Retained earnings.........................................   315,474      26,168
                                                              --------    --------
          Total stockholders' equity........................   407,974     361,687
                                                              --------    --------
               Total capitalization.........................  $897,705    $877,438
                                                              ========    ========
</TABLE>

    
 
                                        8

<PAGE>   11
 
                LISTING AND TRADING OF NEW GAYLORD COMMON STOCK
 
   
     New Gaylord has applied to list the shares of New Gaylord Common Stock to
be distributed in the Distribution on the NYSE under the symbol "GET," which is
currently the symbol for the Old Gaylord Class A Common Stock. There is
currently no public trading market for the New Gaylord Common Stock and there
can be no assurance as to the establishment or consistency of any such market.
Of the 32,131,188 shares of New Gaylord Common Stock that are expected to be
outstanding following the Distribution, 18,921,284 shares will become eligible
for sale in the public market immediately following the Distribution, and the
remaining 13,209,904 shares held by affiliates will become eligible for resale,
either immediately following the Distribution or 90 days thereafter depending on
the SEC's response to Old Gaylord's request for interpretive guidance on this
point, subject to volume, manner of sale, and other limitations of Rule 144
under the Securities Act. Persons who may be deemed to be affiliates of New
Gaylord after the Distribution generally include individuals or entities that
control, are controlled by, or are under common control with New Gaylord, and
may include the directors and executive officers of New Gaylord as well as any
principal stockholder of New Gaylord. See "SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT."
    
 
                                DIVIDEND POLICY
 
   
     After the Distribution, the Board of Directors of New Gaylord intends to
establish a policy of declaring and paying regular quarterly cash dividends on
the New Gaylord Common Stock, although the amount of such dividends has not yet
been determined. The payment and amount of future dividends will be within the
discretion of the Board of Directors and will depend upon New Gaylord's future
earnings, financial condition, capital requirements, and other factors,
including any limitations under then-existing credit facilities. Pursuant to the
Restructuring, all of Old Gaylord's long-term debt, including bank indebtedness,
will be assumed by New Gaylord. See "THE RESTRUCTURING, THE DISTRIBUTION, AND
THE MERGER -- New Gaylord Credit Facility." New Gaylord believes that any
contractual restrictions on the payment of dividends required by its lenders
will not materially limit New Gaylord's ability to pay currently anticipated
cash dividends.
    
 
     Old Gaylord has historically paid regular quarterly cash dividends. In the
first and second quarters of 1995, Old Gaylord paid a dividend of $.073 per
share with respect to the outstanding Old Gaylord Common Stock. For the third
and fourth quarters of 1995, Old Gaylord paid a $.076 per share dividend with
respect to its outstanding Old Gaylord Common Stock. Old Gaylord paid a dividend
of $.086 per share of outstanding Old Gaylord Common Stock for the first and
second quarters of 1996, $.09 per share for the third quarter of 1996, and $.10
per share for the fourth quarter of 1996 and the first quarter of 1997. The
foregoing cash dividend amounts for 1995 and for the first two quarters of 1996
have been adjusted to reflect 5% stock dividends paid in June 1995 and June
1996.
 
                                        9

<PAGE>   12
 
              THE RESTRUCTURING, THE DISTRIBUTION, AND THE MERGER
 
     This section of the Information Statement describes certain aspects of the
Recapitalization, the Restructuring, the Distribution, and the Merger. This
description does not purport to be complete and is qualified in its entirety by
reference to the agreements (including the Merger Agreement and the form of
Distribution Agreement) which are attached as Annexes to the Proxy
Statement/Prospectus.
 
REASONS FOR THE TRANSACTIONS
 
     For information concerning the background and reasons for the Transactions,
see "THE MERGER -- Background of the Merger," "-- The Company's Reasons for the
Merger; Recommendation of its Board of Directors," and "THE COMPANY DISTRIBUTION
AND RELATED TRANSACTIONS -- General" in the Proxy Statement/Prospectus. As
stated therein, the Old Gaylord Board of Directors believes that the
Transactions, taken together, will permit the Old Gaylord stockholders to
continue to be involved in the New Gaylord Business while also providing them
with the opportunity to participate in the growth of the Cable Networks Business
as shareholders of Westinghouse. The structure of the Transactions was designed
to enable (i) Old Gaylord to transfer the Cable Networks Business to
Westinghouse on a tax-free basis, and (ii) Old Gaylord's stockholders to receive
the proceeds of such transfer on a tax-free basis while addressing
Westinghouse's objective of effecting a transaction that would result in stock
being issued directly to Old Gaylord's stockholders.
 
THE RECAPITALIZATION
 
   
     Prior to the Distribution, New Gaylord will effect the Recapitalization
pursuant to which New Gaylord will amend and restate its Certificate of
Incorporation to, among other things, (i) authorize one class of common stock of
New Gaylord, (ii) increase the currently authorized number of shares of common
stock of New Gaylord to 150,000,000 shares of New Gaylord Common Stock, (iii)
convert the 1,000 shares of New Gaylord common stock, $100.00 par value,
currently outstanding into that number of shares of New Gaylord Common Stock
equal to one-third the total number of shares of Old Gaylord Common Stock
outstanding immediately prior to the Record Date, and (iv) authorize 100,000,000
shares of the Preferred Stock. See "DESCRIPTION OF CAPITAL STOCK." Based on the
number of shares of Old Gaylord Common Stock outstanding on June 19, 1997, the
1,000 shares of New Gaylord common stock currently outstanding would be
converted into 32,131,188 shares of New Gaylord Common Stock, all of which will
be distributed to Old Gaylord's stockholders in the Distribution.
    
 
THE RESTRUCTURING
 
     Prior to the Distribution, Old Gaylord will effect a series of mergers,
asset and stock transfers, and liability assumptions among itself and its
subsidiaries. The purpose and effect of the Restructuring is to separate the New
Gaylord Business, which is not being acquired by Westinghouse in the Merger,
from the Cable Networks Business. In connection with the Restructuring, New
Gaylord will, or will cause one of its subsidiaries to, assume all liabilities
of Old Gaylord and its subsidiaries, including all of Old Gaylord's long-term
debt, other than certain liabilities to the extent that they arise out of the
Cable Networks Business, which Old Gaylord will, or will cause one of its
subsidiaries to, retain or assume.
 
     Following the Restructuring, the assets transferred to or retained by Old
Gaylord or one of its subsidiaries and to be acquired by Westinghouse in the
Merger will consist principally of all of the assets that are used, or are being
held for use, in the Cable Networks Business (excluding certain specified
assets), including, but not limited to: (i) TNN and CMT; (ii) all of Old
Gaylord's contractual rights and obligations under the programming contracts for
programs (a) produced for and originally aired on TNN and/or CMT, or (b)
licensed from a third party for exhibition on TNN or CMT; (iii) all of Old
Gaylord's right, title, and interest in and to the program inventory in its
inventory tape library that was produced for and originally aired on TNN and/or
CMT; and (iv) all of Old Gaylord's right, title, and interest in and to certain
trademarks and other registered intellectual property relating primarily to the
Cable Networks Business. The Distribution Agreement provides that certain assets
that are or may be used or held for use in the Cable Networks Business prior to
the closing date of the Merger (the "Merger Closing Date") will be transferred
to or retained by New Gaylord, including, but not limited to: (i) all prepaid
insurance amounts; (ii) Old Gaylord's indirect ownership interest in the
Wildhorse Saloon and related entities; (iii) certain specified assets related to
CMT International and Z Music; (iv) the cash surrender value of all
 
                                       10

<PAGE>   13
 
life insurance policies owned by Old Gaylord or any of its subsidiaries; (v) the
Opryland Productions Duplicating Services service mark; (vi) all real property
and related improvements (excluding certain properties listed in the
Distribution Agreement) owned by, used by, or in any way related to the Cable
Networks Business; (vii) certain shared computer software; and (viii) one Astra
jet aircraft.
 
THE DISTRIBUTION
 
   
     Upon completion of the Restructuring and on the day prior to the effective
time of the Merger, Old Gaylord will effect the Distribution by distributing pro
rata to each holder of record of Old Gaylord Common Stock as of the Record Date
certificates representing that number of shares of New Gaylord Common Stock
equal to one-third the number of shares of Old Gaylord Common Stock held by such
holder. Cash will be distributed in lieu of any fractional shares of New Gaylord
Common Stock. See "-- Manner of Effecting the Distribution."
    
 
     The Distribution Agreement provides that the Board of Directors of Old
Gaylord will formally declare the Distribution and authorize Old Gaylord to
effect the Distribution on the day prior to the effective time of the Merger
subject to the satisfaction or waiver of all the conditions to the consummation
of the Merger, other than the consummation of the Distribution. The Distribution
will occur only if, and at such time as, such conditions are satisfied and the
Merger is about to occur. See "-- Conditions."
 
MANNER OF EFFECTING THE DISTRIBUTION
 
     Old Gaylord will effect the Distribution by delivering share certificates
for New Gaylord Common Stock to SunTrust Bank, Atlanta as the distribution agent
(the "Distribution Agent"), for delivery on a pro rata basis to the holders of
Old Gaylord Common Stock as of the close of business on the Record Date without
further action by such holders. It is expected that the Distribution Agent will
begin mailing share certificates representing the New Gaylord Common Stock as
soon as practicable after the Distribution. The Distribution will be deemed
effective upon notification by Old Gaylord to the Distribution Agent that the
Distribution has been declared and that the Distribution Agent is authorized to
proceed with the distribution of New Gaylord Common Stock. All shares of New
Gaylord Common Stock to be distributed in the Distribution will be fully paid,
nonassessable, and free of preemptive rights. See "DESCRIPTION OF CAPITAL
STOCK."
 
     No fractional shares of New Gaylord Common Stock will be distributed in the
Distribution. Old Gaylord stockholders who otherwise would be entitled to
receive fractional shares of New Gaylord Common Stock in the Distribution will
receive a number of shares of New Gaylord Common Stock equal to the next lower
number of shares of Old Gaylord Common Stock from the number of shares actually
held by such holder which is evenly divisible by three. All fractional shares of
New Gaylord Common Stock that otherwise would have been distributed to such
holders of Old Gaylord Common Stock will be aggregated and sold in the open
market as soon as practicable after the Time of Distribution and the holders
otherwise entitled to such fractional shares will receive their pro rata share
of the proceeds of such sale in lieu of such fractional shares.
 
     No holder of Old Gaylord Common Stock will be required to pay any cash or
any other consideration for the shares of New Gaylord Common Stock to be
received in the Distribution or to surrender or exchange shares of Old Gaylord
Common Stock in order to receive shares of New Gaylord Common Stock.
 
     THE DISTRIBUTION AGENT WILL SEND YOU YOUR NEW GAYLORD STOCK CERTIFICATES
FOLLOWING CONSUMMATION OF THE DISTRIBUTION.
 
CONDITIONS
 
     The obligation of Old Gaylord to consummate the Distribution is subject to
the fulfillment or waiver of each of the following conditions: (i) the
Recapitalization shall have been consummated in accordance with the terms of the
Distribution Agreement in all material respects; (ii) the Tax Disaffiliation
Agreement shall have been executed and delivered by each of Old Gaylord, New
Gaylord, and Westinghouse; (iii) the Restructuring shall have been consummated
in accordance with the terms of the Distribution Agreement in all material
respects; (iv) each condition to the closing of the Merger set forth in the
Merger Agreement, including, but not limited to, the receipt of the Tax Rulings
and the execution and delivery of the Post-Closing Covenants Agreement by each
of
 
                                       11

<PAGE>   14
 
Westinghouse, Old Gaylord, New Gaylord, and certain of New Gaylord's
subsidiaries other than (a) the condition to each party's obligations set forth
therein as to the consummation of the transactions contemplated by the
Distribution Agreement and (b) the condition to Westinghouse's obligation set
forth therein as to the satisfaction of conditions contained in the Distribution
Agreement, shall have been satisfied or waived by the party for whose benefit
such provision exists; and (v) the Board of Directors of Old Gaylord shall be
reasonably satisfied that, after giving effect to the Restructuring, (a) Old
Gaylord will not be insolvent and will not have unreasonably small capital with
which to engage in its businesses and (b) Old Gaylord's surplus will be
sufficient to permit the Distribution, without violation of Section 170 of the
General Corporation Law of the State of Delaware. See "CERTAIN U.S. FEDERAL
INCOME TAX CONSEQUENCES." See also "THE COMPANY DISTRIBUTION AND RELATED
TRANSACTIONS -- Conditions to Consummation of the Distribution," "THE MERGER
AGREEMENT -- Conditions to Each Party's Obligation to Effect the Merger,"
"-- Conditions to Obligations of Westinghouse and Sub," "-- Conditions to
Obligations of the Company" in the Proxy Statement/Prospectus.
 
THE MERGER
 
   
     At the effective time of the Merger, Sub will be merged with and into Old
Gaylord, with Old Gaylord continuing as the surviving corporation and a wholly
owned subsidiary of Westinghouse. The Per Share Merger Consideration to be
received by Old Gaylord's stockholders in the Merger will be equal to (i) the
quotient of (x) $1.55 billion divided by (y) the number of shares of Old Gaylord
Common Stock issued and outstanding immediately prior to the effective time of
the Merger, divided by (ii) the average of the daily closing prices per share of
Westinghouse Common Stock as reported on the NYSE Composite Transactions List
for the 15 consecutive full NYSE trading days immediately preceding the third
full NYSE trading day prior to the effective time of the Merger; provided, that
Westinghouse will not be required to issue more than 110 million shares of
Westinghouse Common Stock in the Merger (or 88 million shares in the unlikely
event that Westinghouse consummates the Westinghouse Distribution prior to the
effective time of the Merger). If the issuance of 110 million shares (or 88
million shares, as the case may be) of Westinghouse Common Stock would result in
Old Gaylord's stockholders receiving shares with an aggregate value of less than
$1.55 billion (calculated in accordance with the Merger Agreement as described
above), then Old Gaylord would have the right to terminate the Merger Agreement,
subject to Westinghouse's right to issue additional shares. Based on the average
of the daily closing prices per share of Westinghouse Common Stock as reported
on the NYSE Composite Transactions List for the 15-day trading period ended June
26, 1997, and on the number of shares of Old Gaylord Common Stock outstanding on
that date, the Per Share Merger Consideration would have been 0.725 shares of
Westinghouse Common Stock. The actual Per Share Merger Consideration at the
effective time of the Merger may be greater or less than the above number.
    
 
     Old Gaylord and Westinghouse currently anticipate that the Merger will be
consummated prior to the Westinghouse Distribution. In such event, stockholders
of Old Gaylord who become shareholders of Westinghouse in connection with the
Merger and who continue to hold their shares of Westinghouse Common Stock on the
record date for the Westinghouse Distribution will be entitled to participate in
the Westinghouse Distribution on the same basis as all other shareholders of
Westinghouse.
 
     The foregoing is a brief summary of certain terms of the Merger. A more
complete description of the Merger and the Merger Agreement may be found in the
Proxy Statement/Prospectus.
 
POST-CLOSING COVENANTS AGREEMENT
 
   
     Pursuant to the Merger Agreement and prior to the Distribution, Old
Gaylord, New Gaylord, certain of New Gaylord's subsidiaries, and Westinghouse
will enter into the Post-Closing Covenants Agreement, which will provide, among
other things, (i) that New Gaylord and certain of its subsidiaries will
indemnify Westinghouse and its affiliates against certain losses and liabilities
and Westinghouse will indemnify New Gaylord and its affiliates against certain
losses and liabilities; (ii) that New Gaylord and its subsidiaries will not
engage in certain specified activities that would constitute competition with
the Cable Networks Business (see "THE BUSINESS OF NEW
GAYLORD -- Competition -- Cable Networks"), and Westinghouse will not engage in
certain activities that would constitute competition with CMT International; and
(iii) for a post-closing adjustment based
    
 
                                       12

<PAGE>   15
 
on the level of working capital of the Cable Networks Business. See "THE
POST-CLOSING COVENANTS AGREEMENT" in the Proxy Statement/Prospectus for a more
complete description of the Post-Closing Covenants Agreement.
 
TAX DISAFFILIATION AGREEMENT
 
     Pursuant to the Merger Agreement and prior to the Distribution, New
Gaylord, Old Gaylord, and Westinghouse will enter into the Tax Disaffiliation
Agreement, which will set forth each party's rights and obligations with respect
to U.S. Federal, state, local, and foreign taxes for periods before and after
the Merger, and related matters such as the filing of tax returns and the
conduct of audits and other tax proceedings. In general, under the Tax
Disaffiliation Agreement, New Gaylord will be responsible for any tax liability
of Old Gaylord and its subsidiaries for any taxable period (or portion thereof)
ending on or prior to the date of the Merger; any tax liability of New Gaylord
and its subsidiaries for any taxable period (or portion thereof) beginning after
the Merger; and certain other tax liabilities imposed on Westinghouse or any of
its subsidiaries after the Merger that are related to the tax position of Old
Gaylord or its subsidiaries at the time of the Merger. In addition, Westinghouse
will generally be responsible for all tax liabilities of Westinghouse and its
subsidiaries for any taxable period (or portion thereof) beginning after the
Merger. See "THE TAX DISAFFILIATION AGREEMENT" in the Proxy Statement/Prospectus
for a more complete description of the Tax Disaffiliation Agreement.
 
RELATIONSHIPS WITH OLD GAYLORD AND WESTINGHOUSE FOLLOWING THE DISTRIBUTION AND
THE MERGER
 
     Prior to the Distribution, New Gaylord will enter into various agreements
described below with Old Gaylord relating to the future relationship between New
Gaylord and Old Gaylord after the Transactions. The net cost of these
arrangements, if any, is not expected to be material to New Gaylord. For the
purposes of this section, New Gaylord includes one or more of its subsidiaries
and Old Gaylord includes one or more of its subsidiaries, in each case after
giving effect to the Restructuring.
 
     Leases.  New Gaylord and Old Gaylord will enter into various five-year
leases of certain properties which are currently used by the Cable Networks
Business but which will be transferred to or retained by New Gaylord in the
Restructuring. Each of the leases will be on the terms set forth in the Annexes
to the Distribution Agreement.
 
     Production and Promotional Services.  New Gaylord and Old Gaylord will
enter into an agreement whereby Old Gaylord will provide to New Gaylord certain
production, exhibition, and promotional services, on the terms set forth in the
Annexes to the Distribution Agreement, including but not limited to: (i)
producing and exhibiting, at Old Gaylord's expense, the program "Grand Ole Opry
Live," which will consist of (a) airing Grand Ole Opry Live, on a weekly basis
for a period of five years from the Merger Closing Date, and (b) promoting the
program on TNN and otherwise; and (ii) for so long as New Gaylord retains a
33 1/3% or greater ownership interest in the Wildhorse Saloon, (a) producing and
exhibiting in prime-time at least four one-hour television specials originating
from the Wildhorse Saloon in each year for a period of five years from the
Merger Closing Date, (b) promoting such specials on TNN and otherwise, and (c)
providing additional ongoing promotion of the Wildhorse Saloon on TNN and CMT.
 
     Promotional Advertising Services.  New Gaylord and Old Gaylord will enter
into an agreement whereby Old Gaylord will provide to New Gaylord, for a period
of five years from the Merger Closing Date, certain promotional advertising
services for the New Gaylord Business, on terms set forth in the Annexes to the
Distribution Agreement, including, but not limited to: (i) exhibiting eight
30-second commercial announcements per day on TNN, inserted in local breaks
throughout the day, and (ii) exhibiting five 30-second commercial announcements
on CMT, inserted in local breaks throughout the day.
 
     Intercompany Services to CMT International.  New Gaylord and Old Gaylord
will enter into an agreement whereby Old Gaylord will provide, at New Gaylord's
request, for a period of five years from the Merger Closing Date, certain
programming, operating, and management services to CMT International on the
terms set forth in the Annexes to the Distribution Agreement.
 
                                       13

<PAGE>   16
 
     Transponder Use.  Westinghouse, as successor in interest to Group W
Television, Inc., will provide to Z Music, for a period of five years from the
Merger Closing Date, the use of the GI-R transponder number 6 (the
"Transponder") for distribution of Z Music. Furthermore, Old Gaylord will
provide uplink services to Z Music from Nashville, Tennessee, for such five-year
period, regardless of whether the use of the Transponder is terminated earlier.
 
     Trademark License Agreements.  New Gaylord and Old Gaylord will enter into
various license agreements whereby: (i) Old Gaylord will grant to New Gaylord
the exclusive, irrevocable, perpetual, royalty-free right to use all CMT
trademarks and service marks in jurisdictions other than the United States and
Canada, and (ii) New Gaylord will grant to Old Gaylord the exclusive, worldwide,
royalty-free right to use, for a period of one year from the Merger Closing
Date, the Opryland Productions Duplicating Services service mark (with mandolin
design), in each case on the terms set forth in the Annexes to the Distribution
Agreement.
 
     Software License Agreement.  New Gaylord and Old Gaylord will enter into an
agreement whereby New Gaylord will grant to Old Gaylord the non-exclusive,
worldwide, perpetual, irrevocable, royalty-free license to use certain software
packages, in each case on the terms set forth in the Annexes to the Distribution
Agreement.
 
     Transition Services Agreements.  New Gaylord and Old Gaylord will enter
into an agreement whereby New Gaylord, at the request and expense of Old
Gaylord, will provide, for a period of five years from the Merger Closing Date
(unless otherwise stated in the Annexes to the Distribution Agreement), certain
goods and services on terms set forth in the Annexes to the Distribution
Agreement, including, but not limited to, access to and use of the Opryland
Hotel, the Opry House, the Wildhorse Saloon, the Opryland theme park, and the
Ryman Auditorium.
 
     Furthermore, New Gaylord and Old Gaylord will also enter into an agreement
whereby Old Gaylord, at the request and expense of New Gaylord, will provide,
for a period of five years from the Merger Closing Date (unless otherwise stated
in the Annexes to the Distribution Agreement), certain goods and services on
terms set forth in the Annexes to the Distribution Agreement, including, but not
limited to, access to and use of its production facilities, studio, edit,
post-production, remote units, and staff.
 
NEW GAYLORD CREDIT FACILITY
 
   
     Pursuant to the Restructuring, New Gaylord will assume all of Old Gaylord's
long-term indebtedness, which, as of March 31, 1997, aggregated approximately
$520 million. It is currently anticipated that New Gaylord will repay the
existing indebtedness with the proceeds from a new revolving credit facility
(the "1997 Credit Facility"), the final terms of which are currently being
negotiated by representatives of New Gaylord and various lenders. There can be
no assurance that New Gaylord and the lenders will reach an agreement on the
1997 Credit Facility or that if such an agreement is reached it will be on the
terms described herein.
    
 
   
     It is currently anticipated that New Gaylord will enter into the 1997
Credit Facility prior to the Transactions and that the lenders under the 1997
Credit Facility will be a syndicate of banks with NationsBank of Texas, N.A.,
acting as agent (the "Agent"). The maximum amount that can be borrowed under the
1997 Credit Facility will be $600 million. The final maturity of the 1997 Credit
Facility will be five years from the effective date thereof, although amounts
available for borrowing thereunder will be permanently reduced by proceeds from
certain asset sales, permitted debt issuances, or equity issuances. The 1997
Credit Facility will be unsecured and guaranteed by certain New Gaylord
subsidiaries.
    
 
     Amounts outstanding under the 1997 Credit Facility will bear interest at a
rate equal to either, at New Gaylord's option, (i) the higher of the Agent's
prime rate or the federal funds rate plus  1/2%, or (ii) LIBOR plus a margin
ranging from .40% to 1% depending on New Gaylord's ratio of debt to
capitalization or debt ratings. In addition, New Gaylord will be required to pay
a commitment fee ranging between .125% and .25% per year, also depending on the
ratio of debt to capitalization or debt ratings, on the average unused portion
of the 1997 Credit Facility and $100,000 per year to the Agent as an
administrative fee.
 
     It is expected that the 1997 Credit Facility will require New Gaylord to
maintain certain financial ratios and minimum stockholders' equity levels and
will be subject to limitations on, among other things, mergers and sales of
assets, additional indebtedness, dividends and stock repurchases, liens, and
transactions with affiliates.
 
                                       14

<PAGE>   17
 
EXPENSES
 
     Regardless of whether the Distribution and the Merger are consummated, all
fees, costs, and expenses incurred in connection with the Transactions will be
paid by the party incurring such fees, costs, and expenses, except that each of
Westinghouse and New Gaylord will bear and pay one-half of (i) the fees, costs,
and expenses incurred in connection with filing, printing, and mailing of the
Form S-4, the Registration Statement, and the Proxy Statement/Prospectus, and
(ii) all filing fees incurred under the Hart Scott Rodino Antitrust Improvements
Act of 1976, as amended, in connection with the Merger.
 
                                       15

<PAGE>   18
 
                            BUSINESS OF NEW GAYLORD
 
     The following description of the business of New Gaylord gives effect to
the Transactions.
 
INTRODUCTION AND HISTORY
 
     New Gaylord is a diversified entertainment company emphasizing family
values and its country music roots, operating principally in three industry
segments: (i) hospitality and attractions; (ii) broadcasting and music; and
(iii) cable networks. New Gaylord's predecessor traces its origins to a
newspaper publishing business founded in 1903 in the Oklahoma Territory by a
group including the Gaylord and Dickinson families. In 1928, New Gaylord's
predecessor entered the radio broadcasting business and, in 1949, expanded its
broadcasting interests to include television stations. New Gaylord currently
owns a television station that is affiliated with the CBS television network and
three radio stations. See "-- Broadcasting and Music."
 
     In 1983, New Gaylord's predecessor acquired Opryland USA, an interrelated
group of businesses tracing their origins to the Grand Ole Opry music radio show
created in 1925, which has become the cornerstone of the company's hospitality
and attractions businesses. Opryland USA has developed an entertainment and
convention/resort complex in Nashville, Tennessee, that is anchored by the Opry
House (the current home of the Grand Ole Opry), the Opryland Hotel, which is one
of the nation's largest convention/resort hotels, and the Opryland theme park.
 
   
     Also in 1983, Opryland USA entered the cable networks business by launching
TNN, a cable network with a national audience featuring country lifestyles,
entertainment, and sports, and, in 1991, acquired a 67% interest in CMT, a cable
network with a 24-hour country music video format. Since TNN's formation and
CMT's acquisition, TNN and CMT have been marketed by Westinghouse through
certain of Westinghouse's divisions and subsidiaries. An affiliate of
Westinghouse also owns the remaining 33% interest in CMT. Both TNN and the U.S.
and Canadian operations of CMT will be acquired by Westinghouse in the Merger.
The first of the CMT International cable networks was launched in Europe in
1992. CMT International, which programs primarily country music videos, was
later expanded into Asia, the South Pacific, and Latin America. In 1994, New
Gaylord's predecessor acquired an option to purchase 95% of the outstanding
common stock of Z Music, a cable network currently featuring primarily
contemporary Christian music videos. New Gaylord currently manages the
operations of Z Music. In January 1997, New Gaylord's predecessor acquired the
assets of Word, a record and music publishing company featuring primarily
contemporary Christian music.
    
 
HOSPITALITY AND ATTRACTIONS
 
     New Gaylord's hospitality and attractions operations consist primarily of
an interrelated group of businesses including the Grand Ole Opry, the Opryland
Hotel, the Opryland theme park, the Wildhorse Saloon, the Ryman Auditorium, the
General Jackson (an entertainment showboat), and other related businesses.
 
  Convention/Resort Hotel Operations
 
     The Opryland Hotel.  The Opryland Hotel, situated on approximately 120
acres in the Opryland complex, is the seventh largest hotel in the United States
in terms of number of guest rooms and has more exhibit space per room than any
other convention hotel in the world. The Opryland Hotel attracts convention
business, which accounted for approximately 78% of the hotel's revenues in each
of 1996, 1995, and 1994, from major trade associations and corporations. It also
serves as a destination resort for vacationers seeking accommodations in close
proximity to the Opryland theme park and the Grand Ole Opry as well as to other
attractions in the Nashville area. New Gaylord believes that the ambience
created at the Opryland Hotel by combining a state of the art convention
facility, live musical entertainment, and old-fashioned Southern hospitality and
charm are factors that differentiate it from other convention/resort hotels.
 
                                       16

<PAGE>   19
 
     The following table sets forth information concerning the Opryland Hotel
for each of the five years in the period ended December 31, 1996.
 

<TABLE>
<CAPTION>
                                                            YEARS ENDED DECEMBER 31,
                                              ----------------------------------------------------
                                                1996       1995       1994       1993       1992
                                              --------   --------   --------   --------   --------
<S>                                           <C>        <C>        <C>        <C>        <C>
Average number of guest rooms...............     2,613      1,907      1,878      1,891      1,891
Occupancy Rate..............................      84.7%      87.5%      87.9%      85.5%      85.5%
Average Room Rate...........................  $ 131.21   $ 132.99   $ 130.15   $ 126.27   $ 121.09
Food and beverage revenues (in thousands)...  $ 59,904   $ 50,418   $ 48,694   $ 46,870   $ 45,702
Total revenues (in thousands)...............  $196,226   $153,062   $147,049   $140,573   $133,288
</TABLE>

 
     To serve conventions, the Opryland Hotel has 2,883 guest rooms, four
ballrooms with approximately 123,900 square feet, 85 banquet/meeting rooms, and
total dedicated exhibition space of approximately 289,000 square feet. In
addition to extensive convention facilities, the Opryland Hotel features the
Delta, a 4.5 acre atrium containing a New Orleans street scene with shops; a 1.5
acre garden conservatory; a 1.5 acre water-oriented interior space called the
Cascades; six restaurants; a food court featuring a variety of cuisines; three
swimming pools; and twenty-nine retail shops. In the Delta, hotel guests and
visitors can take boat rides on the Delta's indoor river. Live entertainment is
featured in the Cascades and in the hotel's restaurants and lounges, and special
productions for conventions are often staged in the hotel or on the General
Jackson showboat. Springhouse Golf Club, New Gaylord's 18-hole championship golf
course, attracts conventions requiring the availability of golf and makes the
hotel more attractive to vacationers. The Springhouse Golf Club also hosts an
annual Senior PGA Tour event, the BellSouth Senior Classic at Opryland, which is
televised on NBC.
 
     The Opryland Hotel directs its convention marketing efforts primarily to
major trade, industry, and professional associations and corporations. New
Gaylord believes that the primary factors in successfully marketing the Opryland
Hotel to meeting planners have been the reputation of the Opryland Hotel's
services and facilities; the Opryland Hotel's ability to offer comprehensive
convention services at a single facility; the quality and variety of
entertainment and activities available at the hotel and in the Opryland complex
generally; and the central location of Nashville within the United States. The
Opryland Hotel typically enters into contracts for conventions several years in
advance. To date, Opryland Hotel has experienced a minimal number of
cancellations. Conventions that cancel are contractually required to pay certain
penalties and face the possible loss of future convention space at the hotel. As
of April 30, 1997, convention bookings for the balance of 1997 and for 1998 were
for approximately 578,000 and 676,000 guest room nights, respectively,
representing 82% and 64%, respectively, of the available guest room nights for
such periods.
 
     New Gaylord also markets the Opryland Hotel as a destination resort through
national and local advertising and a variety of promotional activities. As part
of its marketing activities, New Gaylord advertises promotional "packages" on
TNN and CMT and through other media. Such promotions include a "Country Winter
Celebration," "Spring into Summer," the International Country Music Fan Fair
Celebration in June of each year, and "A Country Christmas," which runs each
year from early November through Christmas Day. The Country Christmas program
has contributed to the hotel's high occupancy rate during the month of December
(approximately 84%, 90%, and 91% of available guest room nights during December
1996, 1995, and 1994, respectively), traditionally a slow period for the hotel
industry. Following the Merger, New Gaylord will continue to have access to
promotional spots on TNN and CMT, consistent with past practices, allowing New
Gaylord to promote the Opryland Hotel and other properties on these cable
networks for a period of five years. See "THE RESTRUCTURING, THE DISTRIBUTION,
AND THE MERGER -- Relationships with Old Gaylord and Westinghouse Following the
Distribution and Merger."
 
     The General Jackson.  The General Jackson, a 300-foot, four-deck paddle
wheel showboat, operates on the Cumberland River, which flows past the Opryland
complex. Its Victorian Theatre can seat 620 people for banquets and 1,000 people
for theater-style presentations. The showboat stages Broadway-style shows and
other theatrical productions. It is one of many sources of entertainment that
New Gaylord makes available to conventions held at the Opryland Hotel and
contributes to New Gaylord's revenues from convention participants. During the
day it serves primarily tourists visiting the Opryland complex and the Nashville
area.
 
                                       17

<PAGE>   20
 
  Opryland Theme Park
 
     The Opryland theme park is a musical show park that emphasizes live
productions of country, rock 'n' roll, gospel, bluegrass, and Broadway show
tunes. The 218-acre park consists of approximately 80 acres of developed in-park
entertainment area, 30 acres of support facilities, 70 acres of parking lot, and
38 acres of contiguous undeveloped land. The park has 11 theaters, bandstands,
and other facilities where it can stage musical productions. These facilities,
including a 4,000-seat amphitheater and an additional 2,200-seat theater, have a
total seating capacity of approximately 12,000. The park can simultaneously
stage up to 11 musical shows and, during the summer months, presents up to 50
shows each day. The amphitheater is also used regularly for television
productions and other events. "Nashville On Stage," a series of live concerts,
is slated for its fourth year of operation during the 1997 season. From May to
August 1997, top-name music stars, including The Oak Ridge Boys, Billy Ray
Cyrus, The Temptations, and Sandi Patty are scheduled to perform at the park.
 
     New Gaylord believes that its attention to, and emphasis on, live
entertainment productions are the principal factors that differentiate the
Opryland theme park from other amusement and theme parks. In addition to
offering shows and other live entertainment, the park operates 21 rides as well
as shops, restaurants, children's play areas, and other facilities. New Gaylord
makes regular capital improvements in the form of new rides and attractions. The
park also features the Grand Ole Opry Museum and other museums containing
memorabilia collections of country music legends Roy Acuff and Minnie Pearl.
These museums are located in the Opry Plaza area of the park, which remains open
year round. The park has a broadcast studio from which New Gaylord's radio
station WSM-FM is broadcast. With certain exceptions, such as "Nashville on
Stage" concerts, visitors to the park purchase a single ticket for a full day's
admission to all of the park's entertainment and attractions.
 
     The park operates on weekends in the spring and the autumn and seven days a
week in the summer. In recent years, the "Christmas in the Park" program during
November and December has provided an additional attraction for the Country
Christmas program at the Opryland Hotel, extending the park's operating season.
 
     The following table sets forth certain information concerning the park.
"Revenues per visitor" include revenues from tickets, food and beverage sales,
and sales of retail merchandise. "Total attendance" and "Revenues per visitor"
include paying and non-paying visitors. "Average ticket price" includes paying
visitors only. The data set forth for 1993 through 1996 below includes results
of the "Christmas in the Park" program during which the revenues per visitor and
ticket prices were significantly less than during the park's other operating
periods.
 

<TABLE>
<CAPTION>
                                                                 YEARS ENDED DECEMBER 31,
                                                        ------------------------------------------
                                                         1996     1995     1994     1993     1992
                                                        ------   ------   ------   ------   ------
<S>                                                     <C>      <C>      <C>      <C>      <C>
Total attendance (in thousands).......................   1,980    2,100    2,266    2,247    2,023
Revenues per visitor..................................  $26.73   $27.66   $26.52   $24.11   $25.49
Average ticket price..................................  $15.60   $16.34   $15.15   $14.01   $15.05
Number of operating days..............................     190      197      218      190      147
</TABLE>

 
  Country Music Entertainment
 
     The Grand Ole Opry.  The Grand Ole Opry, the most widely known platform for
country music in the world, is a live country music show with performances every
Friday and Saturday night and frequent summer matinees. The Opry House, home of
the Grand Ole Opry, is located in the Opryland complex. The show is radio
broadcast by WSM-AM every Friday and Saturday night from the Opry House, and TNN
telecasts a 30-minute live segment every Saturday night together with a
30-minute live segment of the warm-up preceding the show. Following the Merger,
the 30-minute live segment of the Grand Ole Opry will continue to be shown on
TNN for five years. See "THE RESTRUCTURING, THE DISTRIBUTION, AND THE
MERGER -- Relationships with Old Gaylord and Westinghouse Following the
Distribution and Merger." The show has been radio broadcast since 1925 on
WSM-AM, making it the longest running live radio program in the world. During
the summer months, the Grand Ole Opry, which requires the purchase of a separate
admission ticket, is a complementary attraction to the live shows in the
Opryland theme park.
 
                                       18

<PAGE>   21
 
     The Grand Ole Opry currently has 72 performing members who are stars or
other notables in the country music field. Members perform at the Grand Ole Opry
and there are no financial inducements attached to membership in the Grand Ole
Opry other than the prestige associated with membership. In addition, the Grand
Ole Opry presents performances by many other country music artists. The
following is a list of the current members of the Grand Ole Opry (including year
of membership).
 
                         MEMBERS OF THE GRAND OLE OPRY
 

<TABLE>
<S>                             <C>                             <C>
Bill Anderson -- 1961           Jan Howard -- 1972              Charley Pride -- 1993
Ernie Ashworth -- 1964          Alan Jackson -- 1991            Jeanne Pruett -- 1973
Clint Black -- 1991             Stonewall Jackson -- 1956       Del Reeves -- 1966
Garth Brooks -- 1990            Jim & Jesse -- 1964             Riders In The Sky -- 1982
Jim Ed Brown -- 1963            George Jones* -- 1969           Johnny Russell -- 1985
The Carlisles -- 1953           Grandpa Jones* -- 1947          Jeannie Seely -- 1967
Roy Clark -- 1987               Hal Ketchum -- 1994             Ricky Van Shelton -- 1988
Jerry Clower -- 1973            Pete Kirby ("Bashful            Jean Shepard -- 1955
John Conlee -- 1981               Brother Oswald") -- 1995      Ricky Skaggs -- 1982
Wilma Lee Cooper -- 1957        Alison Krauss -- 1993           Melvin Sloan Dancers -- 1957
Skeeter Davis -- 1959           Hank Locklin -- 1960            Connie Smith -- 1971
Little Jimmy Dickens* -- 1948   Charlie Louvin -- 1955          Mike Snider -- 1990
Joe Diffie -- 1993              Patty Loveless -- 1988          Hank Snow* -- 1950
Roy Drusky -- 1958              Loretta Lynn* -- 1962           Marty Stuart -- 1992
Holly Dunn -- 1989              Martina McBride -- 1995         Randy Travis -- 1986
The 4 Guys -- 1967              Mel McDaniel -- 1986            Travis Tritt -- 1992
Larry Gatlin & The Gatlin       Reba McEntire -- 1985           Justin Tubb -- 1955
  Brothers Band -- 1976         Barbara Mandrell -- 1972        Porter Wagoner -- 1957
Don Gibson -- 1958              Ronnie Milsap -- 1976           Billy Walker -- 1960
Vince Gill -- 1991              Lorrie Morgan -- 1984           Charlie Walker -- 1967
Billy Grammar -- 1959           Jimmy C. Newman -- 1956         Steve Wariner -- 1996
Jack Greene -- 1967             Osborne Brothers -- 1964        The Whites -- 1984
Tom T. Hall -- 1980             Dolly Parton -- 1969            Teddy Wilburn -- 1953
George Hamilton IV -- 1960      Stu Phillips -- 1967            Boxcar Willie -- 1981
Emmylou Harris -- 1992          Ray Pillow -- 1966
</TABLE>

 
- ---------------
 
* Members of the Country Music Hall of Fame.
 
     The Opry House, which was built in 1974 to replace the Ryman Auditorium as
the home of the Grand Ole Opry, contains a 45,000 square foot auditorium with
4,400 seats, a television production center that includes a 300-seat studio as
well as lighting, audio, and video control rooms, and set design and scenery
shops. The Opry House is used by New Gaylord for the production of television
and other programming and for third parties such as national television networks
and the Public Broadcasting System. The Opry House is also rented for concerts,
theatrical productions, and special events and is used by the Opryland Hotel for
convention entertainment and events. Following the Merger, the Cable Networks
Business will have continued access to and use of the Opry House and certain
other properties owned by New Gaylord. See "THE RESTRUCTURING, THE DISTRIBUTION,
AND THE MERGER -- Relationships with Old Gaylord and Westinghouse Following the
Distribution and the Merger."
 
     The Wildhorse Saloon.  Since 1994, New Gaylord has operated the Wildhorse
Saloon, a country music dance club on historic Second Avenue in downtown
Nashville. The three-story, 56,000 square-foot facility includes a 3,000 square
foot dance floor, a 190-seat restaurant and banquet facility, and a 15 x 22 foot
television screen featuring, among other things, country music videos. The club
also has a broadcast-ready stage and facilities to house mobile production units
from which broadcasts of live concerts may be distributed nationwide. New
Gaylord owns 51% of a joint venture with Levy Restaurants Group ("Levy"), which
was established to expand the Wildhorse Saloon concept to major, high-profile
tourism cities around the country. Levy will provide
 
                                       19

<PAGE>   22
 
restaurant management expertise and oversee day-to-day operations, site
selections, and lease negotiations for the restaurants. Cities currently under
consideration for expansion of the Wildhorse Saloon concept include Atlanta,
Dallas, Las Vegas, Los Angeles, Orlando, and Washington, D.C. Following the
Merger, the Wildhorse Saloon will receive continued exposure and promotion on
TNN for a period of five years, including the airing of four shows annually on
TNN to originate from the Wildhorse Saloon. See "THE RESTRUCTURING, THE
DISTRIBUTION, AND THE MERGER -- Relationships with Old Gaylord and Westinghouse
Following the Distribution and the Merger."
 
     Ryman Auditorium.  In 1994, New Gaylord re-opened the renovated Ryman
Auditorium, the former home of the Grand Ole Opry, for concerts and musical
productions, including musicals produced by New Gaylord such as "Always Patsy
Cline" and the currently-running "Lost Highway," a tribute to the life and music
of Hank Williams. The Ryman Auditorium, built in 1892, is listed on the National
Register of Historic Places and seats approximately 2,100. Recent performers at
the Ryman Auditorium include James Brown, Bob Dylan, Amy Grant, Lyle Lovett,
Ricky Skaggs, and Bruce Springsteen.
 
BROADCASTING AND MUSIC
 
  Television Stations
 
     New Gaylord and its predecessor have been engaged in television
broadcasting since 1949, at one time owning as many as seven television
stations. As of December 31, 1996, New Gaylord owned and operated two television
stations: KTVT (Dallas-Fort Worth, Texas), and KSTW (Tacoma-Seattle,
Washington), which have been affiliated with the CBS television network since
1995. In June 1997, New Gaylord consummated the sale of KSTW for $160 million in
cash.
 
     As of November 1996, based on the Nielsen Station Index produced by the
A.C. Nielsen Company ("Nielsen"), KTVT, broadcasting on channel 11, was the
fourth ranked station, out of 13 commercial stations, in the Dallas-Fort Worth
Designated Market Area ("DMA"), which is an exclusive geographic area consisting
of all counties in which the local stations receive a preponderance of total
viewing hours. The Dallas-Fort Worth DMA, consisting of 1.85 million television
households, is the eighth largest DMA in the United States. KTVT's broadcast
license issued by the Federal Communications Commission (the "FCC") expires in
August 1998.
 
     KTVT has historically generated revenues from local, regional, and national
spot advertising. The majority of local, regional, and national spot advertising
contracts are short-term, generally running for only a few weeks. Advertising
rates charged by a television station are based primarily upon the demographics
and number of television households in the area served by the station, as well
as the station's ability to attract audiences as reflected in surveys made by
Nielsen. DMA data, which is published by Nielsen, is a significant factor in
determining television advertising rates. Rates are highest during the most
desirable viewing hours (generally between 5:00 p.m. and midnight). The rates
for local and national advertising are determined by KTVT. Local advertising
spots are sold by KTVT's sales personnel and national advertising spots are sold
by HRP, Inc., the national advertising sales agent for KTVT. Pursuant to an
affiliation agreement with CBS, KTVT receives cash compensation and network
programming from CBS (which represents the majority of the programming for
KTVT). In turn, the affiliation agreement entitles CBS to a portion of the
advertising spots on KTVT. Accordingly, KTVT now has fewer advertising spots to
sell than it did prior to July 1995, when it was an independent television
station.
 
  Radio Stations
 
     WSM-AM and WSM-FM.  New Gaylord's radio stations WSM-AM and WSM-FM
commenced broadcasting in 1925 and 1967, respectively. New Gaylord's involvement
with country music dates back to the creation of the Grand Ole Opry, which has
been broadcast live on WSM-AM since 1925.
 
     WSM-AM and WSM-FM are each broadcast from the Opryland complex and have
country music formats. WSM-AM went on the air in 1925 and is one of the nation's
25 "clear channel" stations, meaning that no other station in a 750-mile radius
uses the same frequency for nighttime broadcasts. As a result, the station's
signal, transmitted by a 50,000 watt transmitter, can be heard at night in much
of the United States and parts of Canada.
 
                                       20

<PAGE>   23
 
New Gaylord has radio broadcast studios in the Opryland Hotel, at the Opryland
theme park, and at the Wildhorse Saloon.
 
     WWTN-FM.  In 1995, New Gaylord acquired the assets of radio station
WWTN-FM, operated out of Nashville, Tennessee, which has a news/talk/sports
format.
 
  Music
 
     Word Entertainment.  In January 1997, New Gaylord's predecessor acquired
the assets of Word for $120 million, which included approximately $40 million of
working capital. Word is one of the largest contemporary Christian music
companies in the world, with nine recording labels featuring artists such as Amy
Grant, Shirley Caesar, Sandi Patty, and Point of Grace. Other significant Word
operations include print and hymnal music sales, distribution of music and video
products owned by third parties, and music publishing, including a 40,000 song
catalog. Word produces a wide variety of traditional and contemporary Christian
inspirational music, including adult contemporary, pop, country, rock, gospel,
praise and worship, rap, metal, and rhythm and blues, with an emphasis on
positive, inspirational, and family values themes. In addition, Word produces
master recordings of classical music and is a leading supplier of value-priced
Christmas music to mass market, convenience, and specialty stores.
 
     In April 1997, New Gaylord announced the acquisition of Blanton/Harrell
Entertainment, an international management company which, together with Word and
Z Music, will anchor New Gaylord's family values entertainment offerings.
Blanton/Harrell Entertainment manages primarily Christian music artists,
including Word artist Amy Grant, the top-selling contemporary Christian music
artist of all time, Michael W. Smith, and Gary Chapman.
 
     Opryland Music Group.  Opryland Music Group ("OMG") is primarily engaged in
the music publishing business and owns one of the world's largest catalogs of
copyrighted country music songs. The OMG catalog also includes popular music,
with songs of legendary writers such as Hank Williams, Pee Wee King, Roy
Orbison, and Don and Phil Everly. Songs in the OMG catalog have accumulated more
country "Song of the Year" awards from the major performing rights organizations
than the songs of any other publisher, and the OMG catalog contains more than 40
songs that have been publicly performed over a million times. Standards such as
"Oh, Pretty Woman," "Blue Eyes Cryin' in the Rain," and "When Will I Be Loved"
are included in the roster of OMG songs. In addition to commercially recorded
music, OMG issues licenses for the use of its songs in films, plays, print,
commercials, videos, cable, and television. Through various subsidiaries and
sub-publishers, OMG collects royalties on licenses granted in a number of
foreign countries in addition to its U.S.-based business.
 
CABLE NETWORKS
 
     CMT International.  In October 1992, CMT launched CMT International through
a new cable network, CMT Europe. CMT International expanded its reach to include
portions of Asia and the South Pacific, including Australia and New Zealand,
with the launch of a second cable network in 1994. In 1995, CMT International
launched its third cable network in Latin America, allowing CMT's satellite
signals to potentially reach an estimated 90% of the world's homes with
televisions. The programming for CMT International currently consists primarily
of country music videos. At December 31, 1996, CMT International had 6.8 million
subscribers.
 
     Z Music.  In 1994, New Gaylord's predecessor entered into an agreement to
manage Z Music in exchange for an option to purchase 95% of Z Music's
outstanding capital stock. Z Music, a cable network currently featuring
primarily contemporary Christian music videos, is currently available in
approximately 19 million U.S. broadcast and cable homes. Z Music's contemporary
Christian programming covers a spectrum of musical styles, ranging from
inspirational, country and rock videos to spiritual music videos with more overt
Christian messages. The Z Music network also programs music news and artists'
interviews, featuring artists with strong convictions and a passion for their
message. Z Music has recently expanded its programming to include positive,
uplifting music by artists that are not necessarily categorized as Christian. Z
Music also produces and syndicates radio news features, "Radio Z Buzz," that
reach audiences in more than 100 markets across the U.S. New Gaylord anticipates
that it will exercise its option to purchase Z Music in 1997.
 
                                       21

<PAGE>   24
 
ADDITIONAL INTERESTS
 
     Bass Pro Shops.  In 1993, New Gaylord's predecessor purchased a minority
interest in a partnership that owns and operates Bass Pro Shops, a leading
retailer of premium outdoor sporting goods and fishing tackle. Bass Pro Shops
serves its customers through an extensive mail order catalog operation, a
185,000-square-foot retail center in Springfield, Missouri, and an additional
retail store in Atlanta, Georgia. Bass Pro Shops currently has four new stores
under construction, including one in Nashville adjacent to the Opryland Hotel,
which New Gaylord expects will open in the spring of 1998. The partnership also
owns a two-thirds interest in Tracker Marine, a manufacturer of fiberglass and
aluminum fishing boats, which are sold through the Bass Pro Shops catalogs and
by means of wholesale distribution to authorized dealers. New Gaylord's
properties are featured in the approximately 40 million Bass Pro Shops catalogs
published annually. New Gaylord also provides hotel consulting services to Bass
Pro Shops' Big Cedar Lodge, a 1,250 acre resort development on Table Rock Lake
located in the Ozark Mountains in southern Missouri.
 
     Texas Rangers Baseball Club.  New Gaylord owns a 10% interest in B/R
Rangers Associates, Ltd., a limited partnership that owns the Texas Rangers
major league baseball club, the American League West Division Champions in 1996.
 
COMPETITION
 
  Hospitality and Attractions
 
     New Gaylord's hospitality and attractions operations compete with all other
forms of entertainment, lodging, and recreational activities. In addition to the
competitive factors outlined below for each of New Gaylord's businesses within
the hospitality and attractions segment, the success of the hospitality and
attractions segment is dependent upon certain factors beyond New Gaylord's
control including economic conditions, amount of available leisure time,
transportation costs, public taste, and weather conditions.
 
     The Opryland Hotel competes with other hotels throughout the United States
and abroad, including many hotels operated by companies with greater financial,
marketing, and human resources than New Gaylord. Principal factors affecting
competition within the convention/resort hotel industry include the hotel's
reputation, quality of facilities, location and convenience of access, price,
and entertainment. The hotel business is management and marketing intensive, and
the Opryland Hotel competes with other hotels throughout the United States for
high quality management and marketing personnel. Although the Opryland Hotel has
historically enjoyed a relatively low rate of turnover among its managerial and
marketing personnel, there can be no assurance that it will continue to be able
to attract and retain high quality employees with managerial and marketing
skills. The hotel also competes with other employers for nonmanagerial employees
in the Middle Tennessee labor market, which recently has had a low level of
unemployment. The low unemployment rate makes it difficult to attract qualified
nonmanagerial employees and has been a substantial factor in the high turnover
rate among those employees.
 
     The principal competitive factors in the amusement park industry generally
include the uniqueness and perceived quality of the rides and attractions in a
particular park; its proximity to densely populated areas; the atmosphere,
cleanliness, and safety of a park; the quality of food and beverages; and
available entertainment. New Gaylord believes that its attention to, and
emphasis on, live musical productions is one of the factors that differentiates
the Opryland theme park from other amusement and theme parks. Opryland's
emphasis on live musical entertainment requires that it compete with other show
parks, concert halls, and other forums for live entertainment for musical talent
as well as creative and production personnel, who are essential to New Gaylord's
operations. In addition, the same factors affecting the hotel's ability to
recruit and retain qualified nonmanagerial employees also affect the park.
 
  Broadcasting and Music
 
     KTVT competes for advertising revenues primarily with television stations
serving the same markets, including both independent stations and
network-affiliated stations. Advertising rates of KTVT are based principally on
the size, market share, and demographic profile of its viewing audience. WSM-AM,
WSM-FM,
 
                                       22

<PAGE>   25
 
and WWTN-FM similarly compete for advertising revenues with other radio stations
in the same market area on the basis of formats, ratings, market share, and the
demographic make-up of their audiences. New Gaylord's television and radio
stations also compete with cable networks and local cable channels for both
audience share and advertising revenues and with radio, newspapers, billboards,
and magazines for advertising revenues. Other sources of present and potential
competition are prerecorded video cassettes, direct broadcast satellite
services, and multi-channel, multi-point distribution services ("MMDS" also
known as "wireless cable"). Management competence and experience, station
frequency signal coverage, network affiliation, format effectiveness of
programming, sales effort, and level of customer service are all important
factors in determining competitive position.
 
     Word competes with numerous other companies that publish and distribute
Christian inspirational music, many of which have longer operating histories and
certain of which are tax-exempt organizations. Word competes with other record
and music publishing companies, both Christian and secular, to sign top artists
and songwriters, and new talent. New Gaylord's ability to sign and re-sign
popular recording artists and successful songwriters depends on a number of
factors, including distribution and marketing capabilities, Word's management
team, and the royalty and advance arrangements offered.
 
  Cable Networks
 
     CMT International and Z Music compete for viewer acceptance with all forms
of video entertainment, including other basic cable services, premium cable
services, commercial television networks, independent television stations, and
products distributed for the home video markets, in addition to the motion
picture industry and other communications, media, and entertainment services. Z
Music is delivered to subscribers primarily by cable television systems. CMT
International is carried in many different ways depending on the technology
available in the country where it is carried. CMT International and Z Music
compete with other nationally and internationally distributed cable networks and
local broadcast television stations for available channel space on cable
television systems, with other cable networks for subscriber fees from cable
systems operators, and with all forms of advertiser-supported media for
advertising revenues. New Gaylord also competes to obtain creative talents,
properties, and market share, which are essential to the success of its cable
networks business.
 
     The principal competitive factors in obtaining viewer acceptance, on which
cable subscriber fees and advertiser support ultimately depend, are the appeal
of the networks' programming focus and the quality of their programming. Music
videos constitute substantially all of CMT International's and Z Music's
programming. These videos are currently provided to New Gaylord for promotional
purposes by record companies and may also be distributed to other programming
services as well as to other media.
 
     For a period of five years following the Merger, New Gaylord is prohibited
by the Post-Closing Covenants Agreement from owning or operating a cable network
featuring country music videos or a significant amount of musical, sports,
variety, or other entertainment features or series, the theme of which is
perceived by the viewing public as "country entertainment." New Gaylord is also
prohibited, during such five-year period, from providing, or making available
for viewing, "country entertainment" programming on a cable network or an
over-the-air broadcast television station. Notwithstanding the foregoing, New
Gaylord can own and operate CMT International in any area outside of the United
States and Canada, provided that CMT International's programming, other than
country music videos, will not primarily consist of programming featuring or
related to "country entertainment." In addition, New Gaylord is prohibited by
the Post-Closing Covenants Agreement from hiring any Cable Networks Business
employee (unless such person is no longer a Cable Networks Business employee)
for a period of one year following the Merger. For additional information, see
"THE POST-CLOSING COVENANTS AGREEMENT -- Agreement Not to Compete" in the Proxy
Statement/Prospectus.
 
REGULATION AND LEGISLATION
 
  Hospitality and Attractions
 
     The Opryland Hotel is subject to certain federal, state, and local
governmental regulations including, without limitation, health, safety, and
environmental regulations applicable to hotel and restaurant operations. New
Gaylord believes that it is in substantial compliance with such regulations. In
addition, the sale of alcoholic
 
                                       23

<PAGE>   26
 
beverages by the Opryland Hotel requires a license and is subject to regulation
by the applicable state and local authorities. The agencies involved have full
power to limit, condition, suspend, or revoke any such license, and any
disciplinary action or revocation could have an adverse effect upon the results
of the operations of New Gaylord's hospitality and attractions segment.
 
     The Opryland theme park is subject to certain federal, state, and local
governmental regulations including, without limitation, health, safety, and
environmental regulations applicable to amusement park operations, and state and
local regulations applicable to restaurant operations at the park. New Gaylord
believes that it is in substantial compliance with such regulations. The park's
rides are not subject to federal regulations although bills have been introduced
in Congress at various times proposing such regulation. The park's rides are
inspected frequently by New Gaylord's own maintenance personnel. These
inspections include safety checks as well as regular maintenance.
 
  Broadcasting and Music
 
     Radio and television broadcasting is subject to regulation under the
Communications Act of 1934, as amended (the "Communications Act"). Under the
Communications Act, the FCC, among other things, assigns frequency bands for
broadcasting; determines the frequencies, location, and signal strength of
stations; issues, renews, revokes, and modifies station licenses; regulates
equipment used by stations; and adopts and implements regulations and policies
that directly or indirectly affect the ownership, operation, and employment
practices of broadcasting stations.
 
     The FCC has adopted new rules to implement a provision of the 1996
Communications Act Amendments (the "1996 Amendments") pursuant to which licenses
issued for radio renewal applications filed on or after June 1, 1995 and for
television renewal applications filed on or after June 3, 1996, will have terms
of eight years. (The maximum periods were formerly five years and seven years,
respectively.) Television and radio broadcast licenses are renewable upon
application to the FCC and in the past usually have been renewed except in rare
cases. In a departure from past practice, the 1996 Amendments provide that
competing applications will not be accepted at the time of license renewal, and
will not be entertained at all unless the FCC first concludes that renewal of
the license would not serve the public interest. A station will be entitled to
renewal in the absence of serious violations of the Communications Act or the
FCC regulations or other violations which constitute a pattern of abuse. New
Gaylord is aware of no reason why its radio and television station licenses
should not be renewed.
 
     FCC regulations also prohibit concentrations of media ownership on both the
local and national levels. FCC regulations prohibit the common ownership or
control of most communications media serving the same market areas (i.e., (i)
television and radio ownership; (ii) television and daily newspapers; (iii)
radio and daily newspapers; and (iv) television and cable television). Pursuant
to the 1996 Amendments, however, the FCC's liberal waiver policy for joint
television and radio ownership in the top 25 markets will be expanded to include
the top 50 markets. The 1996 Amendments also increase the number of radio
stations a single entity may own in the same market area (depending on the
number of stations operating in the local radio market), and the FCC is
conducting a rulemaking to consider whether owning more than one television
station in the same market area may be permitted. The FCC has also issued a
notice of inquiry for the purpose of reevaluating the restriction on
radio/newspaper cross ownership. Pursuant to the 1996 Amendments, FCC
regulations no longer will limit the total number of television broadcast
stations held by any single entity so long as all of the stations under common
control do not attain an aggregate national audience reach exceeding 35%, up
from the prior cap of 25%, and no more than 12 stations. The 1996 Amendments
also eliminated previous limits on the total number of radio stations commonly
owned on a national basis. The FCC is in the process of amending certain of its
regulations to implement the 1996 Amendments.
 
     The Communications Act also places certain limitations on alien ownership
or control of entities holding broadcast licenses. The Restated Certificate of
Incorporation of New Gaylord (the "Restated Certificate") will contain a
provision permitting New Gaylord to redeem common stock from certain holders if
the Board of Directors deems such redemption necessary to prevent the loss or
secure the reinstatement of any of its licenses or
 
                                       24

<PAGE>   27
 
franchises. See "DESCRIPTION OF CAPITAL STOCK." The 1996 Amendments have deleted
existing restrictions on communications companies having non-citizen officers
and directors.
 
     The foregoing is only a brief summary of certain provisions of the
Communications Act and FCC regulations. The Communications Act and FCC
regulations may be amended from time to time, and New Gaylord cannot predict
whether any such legislation will be enacted or whether new or amended FCC
regulations will be adopted, or the effect on New Gaylord of any such changes,
including those made by the 1996 Amendments.
 
  Cable Networks
 
     Although the operations of New Gaylord's cable networks are not directly
subject to regulation, the Cable Television Consumer Protection and Competition
Act of 1992 (the "1992 Act") and the regulations thereunder have required cable
networks to, in certain instances, lower charges for their programming for
certain distributors. Although the recently enacted 1996 Amendments did not have
such an effect, any future legislation or regulatory actions that increase rate
regulation or effect structural changes in New Gaylord's cable networks could
have such an effect. For example, increased rate regulation could, among other
things, affect the ability or willingness of cable system operators to establish
or retain Z Music as a basic tier cable service.
 
     CMT International's programming and uplink services are handled in the
United States. The network has no employees abroad and any contracts between the
network and cable systems are executed in the United States. The network
generally does not require a license or authorization from the British
government to conduct its business. New Gaylord's management is currently
studying the regulatory frameworks of certain other European countries and at
this time is not aware of any material regulation that would prevent it from
delivering the network into such countries. There currently exists a European
Community Directive requiring that a majority of programming delivered to
European countries be locally originated, where practicable. Representatives of
the British government have informed New Gaylord that this would not impact the
network with respect to the United Kingdom as there currently is no
locally-originated country music programming available. New Gaylord does not
expect the European Community Directive will be a material obstacle to entering
other European countries for the foreseeable future.
 
EMPLOYEES
 
     As of December 31, 1996, New Gaylord (excluding the Cable Networks
Business) had approximately 5,600 full-time and 3,050 part-time and seasonal
employees. The Opryland theme park employs approximately 1,700 additional
seasonal employees during the summer months. New Gaylord believes that its
relationship with its employees is good.
 
PROPERTIES
 
     New Gaylord owns its executive offices and corporate headquarters located
at One Gaylord Drive, Nashville, Tennessee, which consists of a four-story
office building comprising approximately 80,000 square feet. New Gaylord
believes that its present facilities for each of its business segments as
described below are generally well maintained and currently sufficient to serve
each segment's particular needs.
 
  Hospitality and Attractions
 
     New Gaylord owns approximately 800 acres of land in Nashville, Tennessee
and the improvements thereon that comprise the Opryland complex including in
excess of 100 acres of undeveloped land. The Opryland complex is comprised of
the Opryland Hotel, the Opryland theme park, the General Jackson showboat's
docking facility, the TNN/CMT production and administration facilities, the Opry
House, and WSM Radio's offices and studios. New Gaylord also owns the
Springhouse Golf Club, an 18-hole golf course situated on approximately 240
acres, and a 26-acre KOA campground, both of which are located near the Opryland
complex. In addition, New Gaylord owns the Ryman Auditorium in downtown
Nashville; the Wildhorse Saloon, a dance hall/production facility, on Company
property in downtown Nashville; and a 100,000 square foot warehouse in Old
Hickory, Tennessee.
 
                                       25

<PAGE>   28
 
  Broadcasting and Music
 
     New Gaylord owns all of KTVT's business facilities which are comprised of
an office and two studios containing an aggregate of approximately 48,000 square
feet. KTVT owns its transmitter facilities and tower. KTVT leases additional
space for sales and news offices in Dallas, Texas. In addition, New Gaylord owns
the Opryland Music Group building located on Nashville's "Music Row" and
adjacent real estate. New Gaylord leases approximately 34,000 square feet on
various floors in a Nashville office building, which space is primarily used for
Word's executive and administrative offices. These leases expire on various
dates ranging from October 1998 to June 2001. Word also leases sales office and
warehouse space in Waco, Texas; Richmond, Canada; and Milton Keynes, United
Kingdom.
 
  Cable Networks
 
     New Gaylord owns the offices and three television studios of TNN, all of
which are located within the Opryland complex and contain approximately 84,000
square feet of space. The transmitter used for satellite uplink is owned by New
Gaylord and is located at the Opryland complex. New Gaylord owns the offices of
CMT and CMT International which were added to the offices of TNN and contain
approximately 2,700 square feet of space. CMT began using a Company-owned
transmitter located on the Opryland complex during 1992. CMT International
currently leases its transmitters. Following the Merger, certain equipment and
facilities used by TNN and CMT will be leased to Westinghouse. See "THE
RESTRUCTURING, THE DISTRIBUTION, AND THE MERGER -- Relationships with Old
Gaylord and Westinghouse Following the Distribution and Merger."
 
INSURANCE AND LEGAL PROCEEDINGS
 
     New Gaylord maintains various insurance policies, including general
liability and property damage insurance, as well as product liability, workers'
compensation, business interruption, and other policies, which it believes
provide adequate coverage for its operations. Various subsidiaries of New
Gaylord are involved in lawsuits incidental to the ordinary course of their
businesses, such as personal injury actions by guests and employees and
complaints alleging employee discrimination. New Gaylord believes that it is
adequately insured against these claims by its existing insurance policies and
that the outcome of any pending claims or proceedings will not have a material
adverse effect upon its results of operations or financial condition.
 
     New Gaylord may have liability under the Comprehensive Environmental
Response, Compensation, and Liability Act of 1980, as amended ("CERCLA" or
"Superfund"), for response costs at two Superfund sites. The liability relates
to properties formerly owned by Old Gaylord. In 1991, Old Gaylord and The
Oklahoma Publishing Company ("OPUBCO"), a former subsidiary of Old Gaylord,
entered into a distribution agreement (the "OPUBCO Distribution Agreement"),
pursuant to which OPUBCO assumed such liabilities and agreed to indemnify Old
Gaylord for any losses, damages, or other liabilities incurred by Old Gaylord in
connection with such matters. Under the OPUBCO Distribution Agreement, OPUBCO is
required to maintain adequate reserves to cover potential Superfund liabilities.
In connection with the Restructuring, Old Gaylord will assign its rights under
the OPUBCO Distribution Agreement to New Gaylord, and Old Gaylord will have a
right of subrogation to New Gaylord's right to indemnification from OPUBCO.
 
     Although statutorily liable private parties cannot contractually transfer
liability so as to render themselves no longer liable, CERCLA permits private
parties to indemnify one another against CERCLA liability pursuant to a
contract, and to enforce such a contract in an appropriate court. New Gaylord
believes that OPUBCO's indemnification will fully cover New Gaylord's Superfund
liabilities, if any, and that, based on New Gaylord's current estimates of these
liabilities, OPUBCO has sufficient financial resources to fulfill its
indemnification obligations under the OPUBCO Distribution Agreement.
 
                                       26

<PAGE>   29
 
                  CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES
 
     The following is a discussion of certain U.S. Federal income tax
consequences of the Distribution and the Restructuring. The discussion which
follows is based upon the Code, Treasury regulations promulgated thereunder, and
judicial and administrative interpretations thereof, all as in effect on the
date hereof, and is subject to any changes in these or other laws occurring
after such date, possibly with retroactive effect. The discussion below is for
general information only and does not address the effects of any state, local,
or foreign tax laws on the Distribution. The tax treatment of an Old Gaylord
stockholder may vary depending on his or her particular situation, and certain
stockholders (including insurance companies, tax-exempt organizations, financial
institutions or broker-dealers, persons who do not hold Old Gaylord Common Stock
as capital assets, individuals who received Old Gaylord Common Stock pursuant to
the exercise of employee stock options or otherwise as compensation, and
non-U.S. persons) may be subject to special rules not discussed below.
 
     EACH STOCKHOLDER OF OLD GAYLORD IS URGED TO CONSULT SUCH STOCKHOLDER'S OWN
TAX ADVISOR AS TO THE PARTICULAR TAX CONSEQUENCES OF THE DISTRIBUTION, INCLUDING
THE APPLICABILITY AND EFFECT OF ANY STATE, LOCAL, OR FOREIGN LAWS AND OF CHANGES
IN APPLICABLE TAX LAWS.
 
U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE DISTRIBUTION AND THE RESTRUCTURING
 
     Consummation of the Distribution and the Merger is conditioned upon the
receipt of the Tax Rulings issued by the IRS to the effect that (i) the
Distribution will qualify as a transaction described in Section 355(a) of the
Code and the transfer of assets and liabilities to New Gaylord immediately
preceding the Distribution will qualify as a transaction described in Section
351 of the Code and/or a "reorganization" under Section 368(a)(1)(D) of the Code
and (ii) the Merger will qualify as a "reorganization" under Section
368(a)(1)(B) of the Code. In addition, Old Gaylord and Westinghouse have
requested rulings from the IRS to the effect that certain aspects of the
Restructuring will not be taxable to New Gaylord or any of its subsidiaries, and
consummation of the Distribution and the Merger is conditioned upon either (i)
the receipt of such rulings or (ii) the receipt by Old Gaylord and Westinghouse
of opinions of their respective counsel to the same effect.
 
     The Tax Rulings and the opinions of counsel (if any) will be based on
current law, and will be based on certain representations as to factual matters
made by, among others, Old Gaylord, New Gaylord and Westinghouse. Such
representations, if incorrect in certain material respects, could jeopardize the
conclusions reached in the Tax Rulings or the opinions. None of New Gaylord, Old
Gaylord, or Westinghouse is currently aware of any facts or circumstances which
would cause any such representations required to be made to the IRS or to
counsel to be untrue or incorrect in any material respect. Further, an opinion
of counsel is not binding on the IRS or the courts.
 
     Based on the rulings and opinions (if any) discussed above, the material
federal income tax consequences that will result from the Restructuring and the
Distribution are as follows:
 
          (a) No income, gain or loss will be recognized by New Gaylord or Old
     Gaylord in the Distribution or as a result of certain aspects of the
     Restructuring. As a result of certain other aspects of the Restructuring,
     however, New Gaylord or Old Gaylord will recognize income, gain, or loss.
 
          (b) An Old Gaylord stockholder will not recognize any income, gain or
     loss as a result of the receipt of New Gaylord Common Stock in the
     Distribution, except with respect to any cash received in lieu of
     fractional shares of New Gaylord Common Stock.
 
          (c) An Old Gaylord stockholder's tax basis for the New Gaylord Common
     Stock and Old Gaylord Common Stock immediately after the Distribution,
     including any fractional share interest of New Gaylord Common Stock for
     which cash is received, will equal such stockholder's tax basis in the Old
     Gaylord Common Stock immediately before the Distribution, allocated in
     proportion to the relative fair market values of New Gaylord Common Stock
     and Old Gaylord Common Stock at the time of the Distribution.
 
          (d) An Old Gaylord stockholder's holding period for the shares of New
     Gaylord Common Stock received in the Distribution, including any fractional
     share interest of New Gaylord Common Stock for
 
                                       27

<PAGE>   30
 
     which cash is received, will include the period during which the
     stockholder held Old Gaylord Common Stock, provided that the Old Gaylord
     Common Stock was held as a capital asset.
 
          (e) An Old Gaylord stockholder that receives cash in lieu of a
     fractional share interest of New Gaylord Common Stock pursuant to the
     Distribution will be treated as having received such cash in exchange for
     such fractional share interest and generally will recognize capital gain or
     loss on such deemed exchange in an amount equal to the difference between
     the amount of cash received and the Old Gaylord stockholder's adjusted tax
     basis in such fractional share. Such capital gain or loss generally will be
     long-term capital gain or loss if the holding period for the New Gaylord
     Common Stock or the Old Gaylord Common Stock with respect to which such
     fractional share is deemed issued exceeds one year.
 
     BECAUSE OF THE INDIVIDUAL NATURE OF TAX CONSEQUENCES, EACH OLD GAYLORD
STOCKHOLDER IS URGED TO CONSULT ITS TAX ADVISOR WITH RESPECT TO THE TAX
CONSEQUENCES TO IT OF THE DISTRIBUTION, INCLUDING THE EFFECT OF U.S. FEDERAL,
STATE AND LOCAL, AND FOREIGN AND OTHER TAX RULES, AND THE EFFECT OF POSSIBLE
CHANGES IN TAX LAWS.
 
     Unless the Merger is effected after the Westinghouse Distribution, Old
Gaylord stockholders who continue to hold Westinghouse Common Stock on the
record date for the Westinghouse Distribution will be entitled to participate in
the Westinghouse Distribution on the same basis as all other Westinghouse
shareholders. Westinghouse has applied to the IRS for rulings substantially to
the effect that no income, gain, or loss will be recognized by Westinghouse
shareholders (including former stockholders of Old Gaylord) as a result of
participating in the Westinghouse Distribution.
 
POSSIBLE LEGISLATIVE ACTION
 
   
     On June 26, 1997, the U.S. House of Representatives passed a bill, and on
June 27, 1997 the U.S. Senate passed a similar bill (together, the "Proposed
Legislation"), proposing certain changes to the Code, which, if enacted, would,
among other things, cause transactions similar to the Distribution followed by
the Merger to be taxable to the distributed (or controlled) corporation (but not
the distributing corporation's stockholders). While the Proposed Legislation
would generally apply to distributions occurring after April 16, 1997, the
Proposed Legislation contains certain "grandfathering" rules that would apply to
the Distribution and related transactions. Accordingly, if the Proposed
Legislation were enacted in its current form, the Proposed Legislation would not
apply to the Distribution and such related transactions. There can be no
assurance that the Proposed Legislation will be enacted in its current form or
that other legislation with different effective date and grandfathering
provisions will not be introduced or enacted after the date hereof. Old
Gaylord's and Westinghouse's respective obligations to consummate the
Distribution and the Merger (as applicable) are conditioned upon there not being
any pending legislation in bill form introduced, passed by either House of
Congress or enacted, which in the opinion of either Skadden, Arps, Slate,
Meagher & Flom LLP (in the case of Old Gaylord) or Cravath, Swaine & Moore (in
the case of Westinghouse), if enacted with the effective date and transition
rules described therein, would have the effect of causing the Distribution to be
taxable for U.S. Federal income tax purposes to, and result in a material
increase in the U.S. Federal income tax liability of, Old Gaylord or its
stockholders. Accordingly, the introduction or enactment of legislation
differing from the Proposed Legislation could delay or prevent the consummation
of the Distribution.
    
 
                                       28

<PAGE>   31
 
                      SELECTED CONSOLIDATED HISTORICAL AND
                    PRO FORMA FINANCIAL DATA OF NEW GAYLORD
 
     The following table sets forth (i) unaudited selected consolidated
historical financial data as of March 31, 1997 and for the three months ended
March 31, 1997 and 1996, before giving effect to the Transactions, which has
been derived from New Gaylord's unaudited Condensed Consolidated Financial
Statements as of March 31, 1997 and for the three months ended March 31, 1997
and 1996, included elsewhere herein, (ii) selected consolidated historical
financial data as of December 31, 1996 and 1995 and for each year in the
three-year period ended December 31, 1996, before giving effect to the
Transactions, which has been derived from New Gaylord's Consolidated Financial
Statements as of December 31, 1996 and 1995, and for each year in the three-year
period ended December 31, 1996, included elsewhere herein; (iii) selected
consolidated historical financial data as of December 31, 1994, 1993, and 1992,
and for each year in the two-year period ended December 31, 1993, before giving
effect to the Transactions, which has been derived from the audited consolidated
financial statements of New Gaylord, not included elsewhere herein; and (iv)
unaudited selected consolidated pro forma financial data as of and for the three
months ended March 31, 1997 and for the year ended December 31, 1996 which gives
effect to the Transactions and which has been derived from New Gaylord's
Unaudited Pro Forma Consolidated Financial Statements included elsewhere herein.
The unaudited selected consolidated pro forma balance sheet data as of March 31,
1997 is presented as if the Transactions had occurred on March 31, 1997, and the
unaudited selected consolidated pro forma income statement data for the three
months ended March 31, 1997 and for the year ended December 31, 1996 is
presented as if the Transactions had occurred on January 1, 1997 and January 1,
1996, respectively. The unaudited selected consolidated pro forma financial data
incorporates certain assumptions which are set forth in the footnotes to New
Gaylord's Unaudited Pro Forma Consolidated Financial Statements included
elsewhere herein. The selected consolidated pro forma information does not
purport to represent what New Gaylord's financial position or results of
operations actually would have been had the Transactions, in fact, occurred on
such date or at the beginning of the period indicated, or to project New
Gaylord's financial position or results of operations at any future date or for
any future period.
 
                                       29

<PAGE>   32
 
                       NEW GAYLORD ENTERTAINMENT COMPANY
          (A WHOLLY OWNED SUBSIDIARY OF GAYLORD ENTERTAINMENT COMPANY)
         SELECTED CONSOLIDATED HISTORICAL AND PRO FORMA FINANCIAL DATA
                             (AMOUNTS IN THOUSANDS)

<TABLE>
<CAPTION>
                                   THREE MONTHS ENDED
                                        MARCH 31,                  YEARS ENDED DECEMBER 31,
                              -----------------------------    ---------------------------------
                                               ACTUAL                              ACTUAL
                              PRO FORMA   -----------------    PRO FORMA    --------------------
                               1997(1)     1997      1996       1996(1)       1996        1995
                              ---------   -------   -------    ---------    --------    --------
                                       (UNAUDITED)
<S>                           <C>         <C>       <C>        <C>          <C>         <C>
INCOME STATEMENT DATA:
Revenues:
  Hospitality and
    attractions.............   $57,304    $57,304   $43,347    $313,023     $313,023    $276,638
  Broadcasting and music....    44,702     23,059    21,215     102,368      102,368     148,175
  Cable networks............     3,100     83,062    74,295      11,155      331,767     282,647
                               -------    -------   -------    --------     --------    --------
        Total revenues......   105,106    163,425   138,857     426,546      747,158     707,460
Operating expenses:
  Operating costs...........    70,541    102,804    88,944     261,175      443,236     442,177(3)
  Selling, general and
    administrative..........    31,461     33,176    27,550      95,586      125,456     115,355
  Depreciation and
    amortization:
    Hospitality and
      attractions...........     6,583      6,583     4,231      28,861       28,861      21,782
    Broadcasting and
      music.................     1,878      1,174     1,037       4,421        4,421       3,954
    Cable networks..........       521      3,333     2,629       1,991       12,406       9,522
    Corporate...............       745        745       737       3,168        3,168       2,828
                               -------    -------   -------    --------     --------    --------
        Total depreciation
          and
          amortization......     9,727     11,835     8,634      38,441       48,856      38,086
                               -------    -------   -------    --------     --------    --------
        Total operating
          expenses..........   111,729    147,815   125,128     395,202      617,548     595,618
Operating income (loss):
  Hospitality and
    attractions.............     1,408      1,408      (241)     45,938       45,941      40,215
  Broadcasting and music....     1,939      2,430     2,250      23,846       23,846      19,578(3)
  Cable networks............    (4,139)    17,603    17,932     (13,379)      84,884      74,459
  Corporate.................    (5,831)    (5,831)   (6,212)    (25,061)     (25,061)    (22,410)
                               -------    -------   -------    --------     --------    --------
        Total operating
          income (loss).....    (6,623)    15,610    13,729      31,344      129,610     111,842
Interest expense............    (7,615)   (10,802)   (9,721)    (18,976)     (49,880)    (40,856)
Interest income.............     5,755      5,759     5,210      22,904       21,580       5,968
Other gains (losses)........        (8)      (446)   74,121(2)   74,281(2)    72,220(2)   (8,088)(4)
                               -------    -------   -------    --------     --------    --------
  Income (loss) from
    continuing operations
    before provision
    (benefit) for income
    taxes...................    (8,491)    10,121    83,339     109,553      173,530      68,866
Provision (benefit) for
  income taxes..............    (4,223)     3,358    33,346      35,770       62,947      27,500
                               -------    -------   -------    --------     --------    --------
  Income (loss) from
    continuing operations...    (4,268)     6,763    49,993      73,783      110,583      41,366
Discontinued operations, net
  of taxes(5)...............        --         --        --          --           --      42,998
Cumulative effect of
  accounting change, net of
  taxes.....................        --         --        --          --           --          --
                               -------    -------   -------    --------     --------    --------
        Net income (loss)...   $(4,268)   $ 6,763   $49,993    $ 73,783     $110,583    $ 84,364
                               =======    =======   =======    ========     ========    ========
 
<CAPTION>
 
                                   YEARS ENDED DECEMBER 31,
                              ----------------------------------
                                            ACTUAL
                              ----------------------------------
                                1994          1993        1992
                              --------      --------    --------
 
<S>                           <C>           <C>         <C>
INCOME STATEMENT DATA:
Revenues:
  Hospitality and
    attractions.............  $274,494      $243,460    $232,614
  Broadcasting and music....   169,538       170,255     156,255
  Cable networks............   243,899       208,869     176,035
                              --------      --------    --------
        Total revenues......   687,931       622,584     564,904
Operating expenses:
  Operating costs...........   427,853       392,124     358,828
  Selling, general and
    administrative..........   108,624        92,849      87,255
  Depreciation and
    amortization:
    Hospitality and
      attractions...........    19,040        16,959      17,872
    Broadcasting and
      music.................     3,854         3,936       3,974
    Cable networks..........     7,758         6,608       4,995
    Corporate...............     2,293         1,420         948
                              --------      --------    --------
        Total depreciation
          and
          amortization......    32,945        28,923      27,789
                              --------      --------    --------
        Total operating
          expenses..........   569,422       513,896     473,872
Operating income (loss):
  Hospitality and
    attractions.............    38,305        41,222      44,115
  Broadcasting and music....    37,837        34,107      18,200
  Cable networks............    63,343        50,869      45,884
  Corporate.................   (20,976)      (17,510)    (17,167)
                              --------      --------    --------
        Total operating
          income (loss).....   118,509       108,688      91,032
Interest expense............   (27,578)      (14,526)     (7,402)
Interest income.............       738           214         102
Other gains (losses)........   (15,172)(4)(6)    1,131      (162)
                              --------      --------    --------
  Income (loss) from
    continuing operations
    before provision
    (benefit) for income
    taxes...................    76,497        95,507      83,570
Provision (benefit) for
  income taxes..............    29,451        40,113      28,950
                              --------      --------    --------
  Income (loss) from
    continuing operations...    47,046        55,394      54,620
Discontinued operations, net
  of taxes(5)...............        --       (26,905)    (29,045)
Cumulative effect of
  accounting change, net of
  taxes.....................        --        (8,152)(7)      --
                              --------      --------    --------
        Net income (loss)...  $ 47,046      $ 20,337    $ 25,575
                              ========      ========    ========
</TABLE>

 

<TABLE>
<CAPTION>
                                                   AS OF MARCH 31,
                                               -----------------------                      AS OF DECEMBER 31,
                                               PRO FORMA      ACTUAL     --------------------------------------------------------
                                                1997(1)        1997         1996         1995        1994       1993       1992
                                               ----------   ----------   ----------   ----------   --------   --------   --------
                                                     (UNAUDITED)
<S>                                           <C>           <C>          <C>          <C>          <C>        <C>        <C>
BALANCE SHEET DATA:
Total assets................................. $1,168,836    $1,184,426   $1,152,626   $1,071,842   $988,476   $902,019   $802,632
Net assets of discontinued operations(5).....         --            --           --           --    214,649    222,830    258,474
Payable to Old Gaylord.......................         --       489,731      476,316      554,488    560,422    525,546    450,715
Long-term debt, including current portion....    515,751            --           --           --         --         --         --
Total stockholders' equity...................    361,687       407,974      401,211      203,628    114,264     67,218     46,336
</TABLE>

 
- ---------------
 
(1) See Unaudited Pro Forma Consolidated Financial Statements and the notes
    thereto included elsewhere herein.
(2) Includes a pretax gain of $73,850 on sale of Houston television station
    KHTV.
(3) Includes non-recurring pretax charge of $13,302 for write-down to net
    realizable value of certain television program rights.
(4) Includes pretax losses of $5,529 and $26,000 for 1995 and 1994,
    respectively, to reflect the loss on the January 1996 disposal of New
    Gaylord's 14% limited partnership interest in the Fiesta Texas theme park.
 
                                       30

<PAGE>   33
 
(5) In November 1993 New Gaylord formalized plans to sell its cable television
    systems segment (the "Systems") and began accounting for the Systems as
    discontinued operations. The Systems were sold in September 1995 which
    resulted in a gain of $42,998, net of income taxes of $30,824.
(6) Includes a pretax gain of $10,689 on sale of Milwaukee television station
    WVTV.
(7) Reflects the adoption of Statement of Financial Accounting Standards No.
    106, "Employers' Accounting of Postretirement Benefits Other Than Pensions."
 
                                       31

<PAGE>   34
 

                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
OVERVIEW
 
     New Gaylord is currently a wholly owned subsidiary of Old Gaylord. New
Gaylord operates principally in three industry segments: hospitality and
attractions; broadcasting and music; and cable networks. New Gaylord sold its
cable television systems segment (the "Systems") on September 29, 1995. Prior to
the sale, the Systems were accounted for as discontinued operations. The
accompanying financial statements and the following financial analysis represent
the consolidated financial position and results of operations of New Gaylord,
both before and after giving effect to the Transactions.
 
THREE MONTHS ENDED MARCH 31, 1997, COMPARED TO THREE MONTHS ENDED MARCH 31, 1996
 
RESULTS OF OPERATIONS
 
     The following table contains unaudited selected income statement data for
each of the three month periods ended March 31, 1997 and 1996 (amounts in
thousands). The pro forma data for the three months ended March 31, 1997 is
presented as if the Transactions had occurred on January 1, 1997. The table also
shows the percentage relationships to total revenues and, in the case of segment
operating income (loss), its relationship to segment revenues. Old Gaylord
purchased all of the assets of Word on January 7, 1997 for approximately $120
million in cash. In addition to the Transactions, the pro forma data for the
three months ended March 31, 1997 reflects the impact of the results of
operations of Word subsequent to the acquisition date as detailed in New
Gaylord's Unaudited Pro Forma Consolidated Financial Statements and the
footnotes thereto for the three months ended March 31, 1997.
 

<TABLE>
<CAPTION>
                                                       THREE MONTHS ENDED MARCH 31,
                                          -------------------------------------------------------
                                              PRO FORMA                     ACTUAL
                                          -----------------   -----------------------------------
                                            1997       %        1997       %       1996       %
                                          --------   ------   --------   -----   --------   -----
<S>                                       <C>        <C>      <C>        <C>     <C>        <C>
Revenues:
  Hospitality and attractions...........  $ 57,304     54.5%  $ 57,304    35.1%  $ 43,347    31.2%
  Broadcasting and music................    44,702     42.5     23,059    14.1     21,215    15.3
  Cable networks........................     3,100      3.0     83,062    50.8     74,295    53.5
                                          --------   ------   --------   -----   --------   -----
          Total revenues................   105,106    100.0    163,425   100.0    138,857   100.0
                                          --------   ------   --------   -----   --------   -----
Operating expenses:
  Operating costs.......................    70,541     67.1    102,804    62.9     88,944    64.1
  Selling, general and administrative...    31,461     29.9     33,176    20.3     27,550    19.8
  Depreciation and amortization:
     Hospitality and attractions........     6,583               6,583              4,231
     Broadcasting and music.............     1,878               1,174              1,037
     Cable networks.....................       521               3,333              2,629
     Corporate..........................       745                 745                737
                                          --------   ------   --------   -----   --------   -----
       Total depreciation and
          amortization..................     9,727      9.3     11,835     7.2      8,634     6.2
                                          --------   ------   --------   -----   --------   -----
          Total operating expenses......   111,729    106.3    147,815    90.4    125,128    90.1
                                          --------   ------   --------   -----   --------   -----
Operating income (loss):
  Hospitality and attractions...........     1,408      2.5      1,408     2.5       (241)   (0.6)
  Broadcasting and music................     1,939      4.3      2,430    10.5      2,250    10.6
  Cable networks........................    (4,139)  (133.5)    17,603    21.2     17,932    24.1
  Corporate.............................    (5,831)      --     (5,831)     --     (6,212)     --
                                          --------   ------   --------   -----   --------   -----
Total operating income (loss)...........  $ (6,623)    (6.3)% $ 15,610     9.6%  $ 13,729     9.9%
                                          ========   ======   ========   =====   ========   =====
</TABLE>

 
                                       32

<PAGE>   35
 
  Revenues
 
     Total Revenues -- Total revenues increased $24.6 million, or 17.7%, to
$163.4 million in the first quarter of 1997. The increase is primarily
attributable to the expansion of the Opryland Hotel in the hospitality and
attractions segment and continued growth in the cable networks segment. Revenues
in the broadcasting and music segment also increased due primarily to increased
revenues at New Gaylord's two television stations. On a pro forma basis assuming
the Transactions had occurred on January 1, 1997, total revenues for the three
months ended March 31, 1997 would have been $105.1 million, and would have been
$83.5 million excluding the revenues of Word subsequent to the date of the Word
acquisition.
 
     Hospitality and attractions -- Revenues in the hospitality and attractions
segment increased $14.0 million, or 32.2%, to $57.3 million in the first quarter
of 1997. Opryland Hotel revenues increased $14.4 million, or 41.9%, to $48.8
million in the first three months of 1997, principally because of the hotel
expansion. The hotel's occupancy rate increased to 78.1% in the first three
months of 1997 compared to 74.3% in the first three months of 1996. The hotel
sold 191,900 rooms in the first three months of 1997 compared to 142,600 rooms
sold in the same period of 1996 reflecting a 34.6% increase over 1996. The
hotel's average guest room rate increased to $124.63 in the first three months
of 1997 from $120.31 in the first three months of 1996. At March 31, 1997, the
hotel's advanced bookings were approximately $1 billion of future revenues at
current rates with a significant portion of these advanced bookings relating to
the next three years.
 
     Broadcasting and music -- Revenues increased $1.8 million, or 8.7%, to
$23.1 million in the first quarter of 1997. The increase in broadcasting and
music revenues reflects an increase of $1.8 million in advertising revenues at
New Gaylord's two television stations. In June 1997, New Gaylord consummated the
sale of KSTW, its Tacoma-Seattle, Washington, television station, for $160.0
million in cash, which will result in the recognition of a gain. On a pro forma
basis, revenues for the broadcasting and music segment for the three month
period ended March 31, 1997 would have been $44.7 million, $21.6 million of
which would have been derived from the operating results of Word subsequent to
the date of the Word acquisition.
 
     Cable networks -- Revenues increased $8.8 million, or 11.8%, to $83.1
million in the first quarter of 1997. Advertising revenues increased 10.5%
during the first quarter of 1997 at TNN. Subscriber revenues at TNN increased
6.2% in the first quarter of 1997 as the number of U.S. subscribers increased to
69.0 million in March 1997 from 64.8 million in March 1996. Revenues related to
CMT increased 21.9% in the first quarter of 1997 due to growth in both
advertising and subscriber revenues. CMT subscribers increased to 38.3 million
in March 1997 from 33.0 million in March 1996. CMT International revenues
increased to $3.1 million in the first quarter of 1997 from $2.0 million in the
first quarter of 1996. On a pro forma basis, revenues for the cable networks
segment for the first quarter of 1997 would have been $3.1 million.
 
  Operating Expenses
 
     Total Operating Expenses -- Total operating expenses increased $22.7
million, or 18.1%, to $147.8 million in the first quarter of 1997. Operating
costs, as a percentage of revenues, decreased to 62.9% during the first three
months of 1997 as compared to 64.1% during the first three months of 1996.
Selling, general and administrative expenses, as a percentage of revenues,
increased to 20.3% in the first three months of 1997 from 19.8% in the first
three months of 1996, as explained below. On a pro forma basis, total operating
expenses for the first quarter of 1997 would have been $111.7 million, and would
have been $90.0 million excluding the total operating expenses of Word
subsequent to the date of the Word acquisition.
 
     Operating Costs -- Operating costs increased $13.9 million, or 15.6%, to
$102.8 million in the first quarter of 1997. The increase is attributable to
increased operating costs at the Opryland Hotel of $8.1 million primarily as a
result of the hotel expansion. In addition, operating costs increased due to the
continued growth in the cable networks segment, including a $1.5 million
increase in TNN's commissions payable to an affiliate of Westinghouse, a $1.2
million increase in programming costs at TNN, and a $2.0 million increase in
operating costs related to the expansion of CMT International including
increased costs for a 24-hour transponder for CMT International's European
operations. On a pro forma basis, operating costs for the first quarter of 1997
would have been $70.5 million, and would have been $57.4 million excluding the
operating costs of Word subsequent to the date of the Word acquisition.
 
                                       33

<PAGE>   36
 
     Selling, General and Administrative -- Selling, general and administrative
expenses increased $5.6 million, or 20.4%, to $33.2 million in the first quarter
of 1997. The increase is primarily attributable to higher promotional expenses
related to CMT and CMT International of $1.2 million and $1.3 million,
respectively. In addition, administrative costs increased by $1.1 million at the
Opryland Hotel during the first quarter of 1997 related to the hotel expansion.
Selling, general, and administrative expenses for the first quarter of 1997
would have been $31.5 million on a pro forma basis, and would have been $23.1
million excluding the selling and administrative expenses of Word subsequent to
the date of the Word acquisition.
 
     Depreciation and Amortization -- Depreciation and amortization increased
$3.2 million, or 37.1%, to $11.8 million in the first quarter of 1997. The
increase is primarily attributable to capital improvements at the Opryland
Hotel. On a pro forma basis, depreciation and amortization would have been $9.7
million for the first quarter of 1997, and would have been $9.0 million
excluding the depreciation and amortization expense of Word subsequent to the
date of the Word acquisition.
 
  Operating Income (Loss)
 
   
     Total operating income increased $1.9 million, or 13.7%, to $15.6 million
in the first quarter of 1997. The hospitality and attractions segment increase
is primarily related to greater operating income generated by the Opryland Hotel
expansion. The cable networks segment decrease reflects increased operating
losses associated with CMT International's expansion, which losses were offset,
in part, by continued growth of TNN and CMT. The operating losses of CMT
International increased to $4.0 million in the first quarter of 1997 from $1.5
million in the first quarter of 1996. On a pro forma basis, the results of
operations for the first quarter of 1997 would have been an operating loss of
$6.6 million, and would have been an operating loss of $6.1 million excluding
the operating losses of Word subsequent to the date of the Word acquisition. The
1997 first quarter pro forma loss is due primarily to the seasonal nature of the
two most profitable of New Gaylord's three business segments: (i) hospitality
and attractions, and (ii) broadcasting and music. See "-- Seasonality."
    
 
   
     Although CMT International has yet to operate profitably, New Gaylord
believes that its operating results can be improved. If CMT International's
results of operations do not improve, however, New Gaylord will consider various
possible courses of action, including seeking a joint venture partner, pursuing
a sale of CMT International, or ceasing its operations. New Gaylord's ability to
improve CMT International's operating results may be negatively impacted by the
restrictions on its ability to change CMT International's programming content
for the five-year period immediately following the Merger under the
non-competition provisions of the Post-Closing Covenants Agreement. See "THE
POST-CLOSING COVENANTS AGREEMENT -- Agreement Not to Compete" in the Proxy
Statement/Prospectus.
    
 
  Interest Expense
 
     Interest expense increased $1.1 million to $10.8 million in the first
quarter of 1997. The majority of New Gaylord's interest expense is derived from
interest charged on outstanding amounts payable to Old Gaylord. On a pro forma
basis, interest expense would have been $7.6 million in the first quarter of
1997.
 
  Interest Income
 
     Interest income increased $0.5 million to $5.8 million in the first quarter
of 1997. Interest income primarily results from noncash interest income recorded
on a long-term note receivable.
 
  Other Gains (Losses)
 
     In January 1996, New Gaylord sold its Houston, Texas, television station,
KHTV, for $97.8 million, including certain working capital and other adjustments
of approximately $4.3 million. The sale resulted in a pretax gain of $73.9
million which is included in other gains (losses) for the first three months of
1996.
 
  Income Taxes
 
     New Gaylord's provision for income taxes was $3.4 million for the first
quarter of 1997 compared to $33.3 million for the first quarter of 1996 which
included the tax provision on the gain from the sale of KHTV. New Gaylord's
effective tax rate on its income before provision for income taxes was 33.2% for
the first quarter of
 
                                       34

<PAGE>   37
 
1997 compared to 40.0% for the first quarter of 1996. On a pro forma basis, the
income tax benefit for the first quarter of 1997 would have been $4.2 million.
 
YEAR ENDED DECEMBER 31, 1996, COMPARED TO YEAR ENDED DECEMBER 31, 1995
 
RESULTS OF OPERATIONS
 
     The following table contains selected income statement data for each of the
three years ended December 31, 1996, 1995, and 1994 (amounts in thousands). The
pro forma data for the year ended December 31, 1996 is presented as if the
Transactions had occurred on January 1, 1996. The table also shows the
percentage relationships to total revenues and, in the case of segment operating
income, its relationship to segment revenues.
 

<TABLE>
<CAPTION>
                                                           YEARS ENDED DECEMBER 31,
                                ------------------------------------------------------------------------------
                                                                               ACTUAL
                                PRO FORMA             --------------------------------------------------------
                                  1996        %         1996       %        1995       %        1994       %
                                ---------   ------    --------   -----    --------   -----    --------   -----
<S>                             <C>         <C>       <C>        <C>      <C>        <C>      <C>        <C>
Revenues:
  Hospitality and
    attractions...............  $313,023      73.4%   $313,023    41.9%   $276,638    39.1%   $274,494    39.9%
  Broadcasting and music......   102,368      24.0     102,368    13.7     148,175    20.9     169,538    24.6
  Cable networks..............    11,155       2.6     331,767    44.4     282,647    40.0     243,899    35.5
                                --------    ------    --------   -----    --------   -----    --------   -----
         Total revenues.......   426,546     100.0     747,158   100.0     707,460   100.0     687,931   100.0
                                --------    ------    --------   -----    --------   -----    --------   -----
Operating expenses:
  Operating costs.............   261,175      61.2     443,236    59.3     442,177    62.5     427,853    62.2
  Selling, general and
    administrative............    95,586      22.4     125,456    16.8     115,355    16.3     108,624    15.8
  Depreciation and
    amortization:
    Hospitality and
      attractions.............    28,861                28,861              21,782              19,040
    Broadcasting and music....     4,421                 4,421               3,954               3,854
    Cable networks............     1,991                12,406               9,522               7,758
    Corporate.................     3,168                 3,168               2,828               2,293
                                --------    ------    --------   -----    --------   -----    --------   -----
         Total depreciation
           and amortization...    38,441       9.0      48,856     6.5      38,086     5.4      32,945     4.8
                                --------    ------    --------   -----    --------   -----    --------   -----
    Total operating
      expenses................   395,202      92.6     617,548    82.6     595,618    84.2     569,422    82.8
                                --------    ------    --------   -----    --------   -----    --------   -----
Operating income:
  Hospitality and
    attractions...............    45,938      14.7      45,941    14.7      40,215    14.5      38,305    14.0
  Broadcasting and music......    23,846      23.3      23,846    23.3      19,578    13.2      37,837    22.3
  Cable networks..............   (13,379)   (119.9)     84,884    25.6      74,459    26.3      63,343    26.0
  Corporate...................   (25,061)       --     (25,061)     --     (22,410)     --     (20,976)     --
                                --------    ------    --------   -----    --------   -----    --------   -----
    Total operating income....  $ 31,344       7.4%   $129,610    17.3%   $111,842    15.8%   $118,509    17.2%
                                ========    ======    ========   =====    ========   =====    ========   =====
</TABLE>

 
  Revenues
 
     Total Revenues -- Total revenues increased $39.7 million, or 5.6%, to
$747.2 million in 1996. The increases were primarily attributable to continued
growth in the cable networks segment and increased revenues in the hospitality
and attractions segment resulting from the expansion of the Opryland Hotel. The
average number of guest rooms at the hotel increased from 1,907 in 1995 to 2,613
in 1996. These increases were partially offset by a decrease in revenues from
the broadcasting and music segment due to the sale of a television station in
January 1996 and a decline in revenues at New Gaylord's two other television
stations. On a pro forma basis assuming the Transactions had occurred on January
1, 1996, total revenues in 1996 would have been $426.5 million.
 
     Hospitality and attractions -- Revenues in the hospitality and attractions
segment increased $36.4 million, or 13.2%, to $313.0 million in 1996. Opryland
Hotel revenues increased $43.2 million, or 28.2%, to $196.2 million in 1996,
principally because of the hotel expansion. The hotel's occupancy rate decreased
to 84.7% in 1996 compared to 87.5% in 1995 because of the additional rooms which
became available in 1996. The hotel sold 780,300 rooms in 1996 compared to
587,200 rooms sold in 1995 reflecting a 32.9% increase. The hotel's
 
                                       35

<PAGE>   38
 
average guest room rate declined to $131.21 in 1996 from $132.99 in 1995. At
December 31, 1996, the hotel's advanced bookings were approximately $1 billion
of future revenues at current rates with a significant portion of these advanced
bookings relating to the next three years. Opryland theme park revenues
decreased $5.4 million in 1996 due primarily to a 5.7% decrease in theme park
attendance and a 3.4% decrease in per guest spending as compared with 1995.
 
     Broadcasting and music -- Revenues decreased $45.8 million, or 30.9%, to
$102.4 million in 1996. Broadcasting and music revenues were impacted by New
Gaylord's sale of KHTV, a Houston, Texas, television station in January 1996.
Excluding the operations of KHTV from the 1995 results, broadcasting and music
revenues decreased 10.8% in 1996. The decline in broadcasting and music revenues
reflects a decrease in advertising inventory available for sale at New Gaylord's
Dallas and Seattle-area television stations resulting from their affiliation
with the CBS television network. The affiliation with CBS was effective on March
13, 1995 in Tacoma-Seattle and on July 2, 1995 in Dallas-Ft. Worth. Advertising
revenues at KSTW, New Gaylord's Tacoma-Seattle television station, also
decreased in 1996 due to a decline in ratings. In June 1997, New Gaylord
consummated the sale of KSTW for $160.0 million in cash, which will result in
the recognition of a gain.
 
     Cable networks -- Revenues increased $49.1 million, or 17.4%, to $331.8
million in 1996. Advertising revenues increased 19.6% during 1996 at TNN.
Subscriber revenues at TNN increased 12.2% in 1996 due to an increase in the
number of U.S. subscribers to 68.3 million in December 1996 from 64.4 million in
December 1995 and increased revenues from satellite customers. Revenues related
to the United States operations of CMT increased 19.3% in 1996 due to growth in
both advertising and subscriber revenues. CMT subscribers increased to 37.3
million in December 1996 from 31.7 million in December 1995. CMT International
revenues increased to $10.1 million in 1996 from $8.9 million in 1995. On a pro
forma basis, revenues for the cable networks segment in 1996 would have been
$11.2 million.
 
  Operating Expenses
 
     Total Operating Expenses -- Total operating expenses increased $21.9
million, or 3.7%, to $617.5 million in 1996. Operating costs, as a percentage of
revenues, decreased to 59.3% during 1996 as compared to 62.5% during 1995.
Selling, general and administrative expenses, as a percentage of revenues,
increased to 16.8% in 1996 from 16.3% in 1995. Total operating expenses for 1995
include operating expenses of KHTV of $30.1 million. Corporate expenses
increased in 1996 by $2.7 million, or 11.8%, to $25.1 million as a result of
increased administrative expenses at the corporate headquarters. On a pro forma
basis, total operating expenses for 1996 would have been $395.2 million.
 
     Operating Costs -- Operating costs increased $1.1 million, or 0.2%, to
$443.2 million in 1996. During 1995, New Gaylord recorded a nonrecurring pretax
charge of $13.3 million for the write-down of certain program rights at New
Gaylord's Dallas and Seattle-area television stations. This write-down was
primarily related to excess program rights resulting from the affiliations of
these stations with CBS. Excluding the effect of the 1995 program rights
write-down and the operating costs of KHTV, operating costs increased by $37.8
million, or 9.3%, in 1996. The increase was attributable to operating costs
increases of $23.6 million during 1996 at the Opryland Hotel, primarily as a
result of the hotel expansion. In addition, increased operating costs are
attributable to the continued growth in the cable networks segment, including an
$11.6 million increase in TNN's commissions payable to an affiliate of
Westinghouse; a $9.3 million increase in programming costs at TNN; a $4.5
million increase in operating costs related to the expansion of CMT
International; and a $1.1 million operating cost increase relating to the
opening of a chain of racing themed retail stores. These increases were
partially offset by a $10.4 million decrease in operating costs during 1996 at
New Gaylord's two remaining television stations due to lower programming costs
resulting from their affiliation with CBS; a $3.5 million decrease in operating
costs at the Opryland theme park; and a $2.4 million decrease in operating costs
of the Nashville On Stage concert series. Because of New Gaylord's agreements
with an affiliate of Westinghouse, certain operating costs in the cable networks
segment increase or decrease proportionately with revenues. On a pro forma
basis, operating costs for 1996 would have been $261.2 million.
 
     Selling, General and Administrative -- Selling, general and administrative
expenses increased $10.1 million, or 8.8%, to $125.5 million in 1996. Excluding
the selling, general and administrative expenses of KHTV from the
 
                                       36

<PAGE>   39
 
1995 results, selling, general and administrative expenses increased $16.0
million, or 14.7%, in 1996. The increases for the year are primarily
attributable to administrative cost increases of $4.8 million at the Opryland
Hotel, $3.7 million at TNN and $1.2 million at the Opryland theme park. Selling
and promotion costs at CMT's domestic and international operations increased
$1.5 million and $1.8 million, respectively. New Gaylord's two remaining
television stations also reflected increased selling and promotion costs, which
were $1.1 million greater than the corresponding 1995 amounts. In addition, New
Gaylord had nonrecurring expenses of $1.1 million during 1996 related to its
obligations under an employment agreement with its departing chief operating
officer which is included in the increases discussed above. On a pro forma
basis, selling, general, and administrative expenses for 1996 would have been
$95.6 million.
 
     Depreciation and Amortization -- Depreciation and amortization increased
$10.8 million, or 28.3%, to $48.9 million in 1996. The increase was primarily
attributable to the expansion of the Opryland Hotel and continued growth in the
cable networks segment. On a pro forma basis, depreciation and amortization
would have been $38.4 million in 1996.
 
  Operating Income
 
     Total operating income increased $17.8 million, or 15.9%, to $129.6 million
during 1996. This increase reflects higher operating income in all operating
segments. The hospitality and attractions segment increase is primarily related
to greater operating income generated by the Opryland Hotel expansion. The
broadcasting and music segment increase resulted from the 1995 write-down of
television program rights. Excluding the impact of this write-down, broadcasting
and music segment operating income decreased primarily due to the sale of KHTV
and the decline in revenues at New Gaylord's Tacoma-Seattle television station
as discussed above. The cable networks increase is a result of the continued
growth of TNN and CMT offset, in part, by increased operating losses associated
with CMT International's expansion. Operating losses of CMT International
increased to $13.0 million in 1996 from $7.1 million in 1995. On a pro forma
basis, total operating income would have been $31.3 million in 1996.
 
   
     The following table reflects operating income before depreciation and
amortization expenses ("Operating Cash Flow"). Operating Cash Flow represents an
alternative method of measuring cash flows that certain persons find useful in
assessing New Gaylord's creditworthiness and performance and is not intended to
represent cash available for dividends, reinvestment, or other discretionary
uses. Operating Cash Flow is not adjusted for noncash expenses or changes in
working capital, and is not derived pursuant to generally accepted accounting
principles. Operating Cash Flow for the years ended December 31, 1996 and 1995
(amounts in thousands) is as follows:
    
 

<TABLE>
<CAPTION>
                                                                              CHANGE
                                                                         ----------------
                                                     1996       1995        $        %
                                                   --------   --------   -------   ------
<S>                                                <C>        <C>        <C>       <C>
Hospitality and attractions......................  $ 74,802   $ 61,997   $12,805     20.7%
Broadcasting and music...........................    28,267     23,532     4,735     20.1
Cable networks...................................    97,290     83,981    13,309     15.8
Corporate........................................   (21,893)   (19,582)   (2,311)   (11.8)
                                                   --------   --------   -------   ------
          Total Operating Cash Flow..............  $178,466   $149,928   $28,538     19.0%
                                                   ========   ========   =======   ======
</TABLE>

 
  Interest Expense
 
     Interest expense increased $9.0 million to $49.9 million in 1996. The
majority of New Gaylord's interest expense is derived from interest charged on
outstanding amounts due to Old Gaylord. A significant portion of New Gaylord's
interest expense for 1995 was attributable to the Systems prior to their sale in
September 1995. In accordance with generally accepted accounting principles,
such interest was allocated to the Systems and was therefore not included in
income from continuing operations. On a pro forma basis, interest expense would
have been $19.0 million in 1996.
 
                                       37

<PAGE>   40
 
  Interest Income
 
     Interest income increased $15.6 million to $21.6 million in 1996. This
increase primarily results from an additional $15.5 million of noncash interest
income in 1996 recorded on the long-term note receivable from the sale of the
Systems.
 
  Other Gains (Losses)
 
     In January 1996, New Gaylord sold its Houston, Texas, television station,
KHTV, for $97.8 million, including certain working capital and other adjustments
of approximately $4.3 million. The sale resulted in a pretax gain of $73.9
million which is included in other gains (losses) in 1996.
 
     In 1995, New Gaylord recorded a pretax charge of $5.5 million to reflect
losses related to the January 1996 disposal of its 14% limited partnership
interest in the Fiesta Texas theme park. The charge was based on the permanent
impairment in the value of the investment and New Gaylord's guarantee of certain
indebtedness related to the original construction of Fiesta Texas. New Gaylord
paid $13.0 million to transfer its partnership interest and related obligations
to a subsidiary of USAA, the majority investor, in January 1996. In connection
with New Gaylord's termination of its interest in Fiesta Texas, New Gaylord was
released from the loan guarantee.
 
  Income Taxes
 
     New Gaylord's provision for income taxes on income from continuing
operations was $62.9 million for 1996 compared to $27.5 million for 1995. New
Gaylord's effective tax rate on its income from continuing operations before
provision for income taxes was 36.3% for 1996 compared to 39.9% for 1995. Income
taxes for 1996 on a pro forma basis would have been $35.8 million.
 
YEAR ENDED DECEMBER 31, 1995, COMPARED TO YEAR ENDED DECEMBER 31, 1994
 
  Revenues
 
     Total Revenues -- Total revenues increased $19.5 million, or 2.8%, to
$707.5 million in 1995. The increase was primarily attributable to growth in the
cable networks segment offset in part by a decrease in broadcasting and music
segment revenues.
 
     Hospitality and attractions -- Revenues in the hospitality and attractions
segment increased $2.1 million, or 0.8%, to $276.6 million in 1995. Opryland
Hotel revenues increased $6.0 million, or 4.1%, to $153.1 million in 1995 due
primarily to an additional 385 guest rooms completed in the fourth quarter of
1995 and an increase in the average guest room rate to $132.99 in 1995 from
$130.15 in 1994. The hotel's occupancy rate was 87.5% in 1995 and 87.9% in 1994.
Hospitality and attractions segment revenues also increased during 1995 due to a
full year of operations of the Wildhorse Saloon and the renovated Ryman
Auditorium, each of which opened in June 1994. These increases were offset by
lower revenues from the Nashville On Stage concert series, which had fewer
concerts in 1995 than in 1994; lower revenues related to the nonrecurring 1994
production of the World Cup opening ceremonies; and a decrease in Opryland theme
park attendance to 2.1 million visitors in 1995 from 2.3 million visitors in
1994.
 
     Broadcasting and music -- Revenues decreased $21.4 million, or 12.6%, to
$148.2 million in 1995. Broadcasting and music revenues were impacted by New
Gaylord's sale of substantially all of the assets of WVTV, a Milwaukee,
Wisconsin, television station, in May 1994. Excluding the revenues related to
WVTV's operations, broadcasting and music revenues decreased 8.7% in 1995 as
compared to 1994. Revenues from New Gaylord's remaining television stations
reflected decreased advertising demand at those stations, partially due to
decreased fan and advertiser support for major league baseball. The decline in
revenues also reflected a decrease in advertising inventory available for sale
at New Gaylord's Dallas and Seattle-area television stations due to their
affiliation with CBS.
 
     Cable networks -- Revenues increased $38.7 million, or 15.9%, to $282.6
million in 1995. Advertising revenues increased 12.5% at TNN in 1995 due to
higher advertising rates. TNN subscriber revenues increased
 
                                       38

<PAGE>   41
 
8.5% due to an increase in the number of subscribers to 64.4 million at the end
of 1995 from 58.7 million at the end of 1994, an increase in subscriber rates,
and an increase in revenue from satellite customers. Revenues at CMT increased
25.1% in 1995 due to increased advertising and subscriber revenues. The number
of CMT subscribers increased by 27.4% to 31.7 million at the end of 1995 from
24.9 million at the end of 1994.
 
  Operating Expenses
 
     Total Operating Expenses -- Total operating expenses increased $26.2
million, or 4.6%, to $595.6 million in 1995. As a percentage of revenues,
operating costs increased slightly to 62.5% in 1995 compared to 62.2% in 1994.
As a percentage of revenues, selling, general and administrative expenses
increased to 16.3% in 1995 from 15.8% in 1994. Corporate expenses increased $1.4
million, or 6.8%, to $22.4 million because of increased administrative expenses
at the corporate headquarters.
 
     Operating Costs -- Operating costs increased $14.3 million, or 3.4%, to
$442.2 million in 1995. During 1995, New Gaylord recorded a nonrecurring pretax
charge of $13.3 million for the write-down of certain program rights at New
Gaylord's Dallas and Seattle-area television stations. Excluding the impact of
the television program write-down, operating costs increased $1.0 million, or
0.2%, to $428.9 million in 1995. Additional increases in operating costs during
1995 were attributable to the Wildhorse Saloon and the Ryman Auditorium being
operational for all of 1995, compared with seven months of operations in 1994,
representing an increase of $4.5 million; growth in the cable networks,
including increased Group W commissions and higher programming costs at TNN
which resulted in an increase of $12.9 million; and increased labor costs at the
Opryland Hotel. These increases were partially offset by lower operating costs
of $9.4 million resulting from fewer Nashville On Stage concerts; the
nonrecurring 1994 production of the World Cup opening ceremonies which reduced
operating costs by $3.1 million; and the 1994 inclusion of WVTV's operating
costs of $6.0 million prior to its sale.
 
     Selling, General and Administrative -- Selling, general and administrative
expenses increased $6.7 million, or 6.2%, to $115.4 million in 1995. The
increase was primarily due to increased selling and promotional costs of $3.8
million associated with CMT's international expansion; higher administrative
costs at the Opryland Hotel and Opryland theme park of $3.2 million; and the
continued growth of TNN and CMT which resulted in an increase of $2.4 million.
These increases were partially offset by decreases at New Gaylord's television
stations of $2.3 million, primarily attributable to the impact of the sale of
WVTV in 1994, and reduced promotional costs associated with the Nashville On
Stage concert series.
 
     Depreciation and Amortization -- Depreciation and amortization increased
15.6% to $38.1 million in 1995 due to the capital improvements at the Opryland
Hotel, growth in the cable networks segment, and a full year of operations for
the Wildhorse Saloon and the Ryman Auditorium.
 
  Operating Income
 
     Total operating income decreased $6.7 million, or 5.6%, to $111.8 million
in 1995. Excluding the nonrecurring charge for the write-down of television
program rights, total operating income increased $6.6 million, or 5.6%, to
$125.1 million in 1995. The hospitality and attractions segment had a $1.9
million increase in operating income during 1995, due primarily to the reduction
of operating losses of the Nashville On Stage concert series by $6.3 million.
The broadcasting and music segment had a $5.0 million decrease in operating
income during 1995, excluding the effect of the write-down of television program
rights, due primarily to the decline in revenues at New Gaylord's television
stations as discussed above and increased news costs resulting from the
affiliations with CBS. The cable networks segment had an $11.1 million increase
in operating income in 1995, reflecting improvements at both TNN and CMT, which
were offset by a $1.6 million increase in losses from CMT's international
operations.
 
                                       39

<PAGE>   42
 
     The following table reflects Operating Cash Flow for the years ended
December 31, 1995 and 1994 (amounts in thousands) as follows:
 

<TABLE>
<CAPTION>
                                                                             CHANGE
                                                                        -----------------
                                                    1995       1994        $         %
                                                  --------   --------   --------   ------
<S>                                               <C>        <C>        <C>        <C>
Hospitality and attractions.....................  $ 61,997   $ 57,345   $  4,652      8.1%
Broadcasting and music..........................    23,532     41,691    (18,159)   (43.6)
Cable networks..................................    83,981     71,101     12,880     18.1
Corporate.......................................   (19,582)   (18,683)      (899)    (4.8)
                                                  --------   --------   --------   ------
          Total Operating Cash Flow.............  $149,928   $151,454   $ (1,526)    (1.0)%
                                                  ========   ========   ========   ======
</TABLE>

 
  Interest Expense
 
     Interest expense increased $13.3 million to $40.9 million in 1995. The
majority of New Gaylord's interest expense is derived from interest charged on
outstanding amounts due to Old Gaylord. Additional interest expense for 1995 and
1994, $17.1 million and $19.7 million, respectively, was attributable to the
Systems prior to their sale. In accordance with generally accepted accounting
principles, such interest has been allocated to the Systems and is therefore not
included in income from continuing operations.
 
  Interest Income
 
     Interest income increased $5.2 million to $6.0 million in 1995. This
increase primarily resulted from $5.0 million of noncash interest income
recorded on the long-term note receivable from the sale of the Systems.
 
  Other Gains (Losses)
 
     In 1995, New Gaylord recorded a pretax charge of $5.5 million (in addition
to the pretax charge of $26.0 million recorded in December 1994) to reflect
losses related to the January 1996 disposal of its 14% limited partnership
interest in the Fiesta Texas theme park. The charges were based on the permanent
impairment in the value of the investment and New Gaylord's guarantee on certain
indebtedness related to the original construction of Fiesta Texas.
 
     Sinclair Broadcast Group, Inc. purchased the non-license assets of WVTV
from New Gaylord in May 1994 for $18.2 million, resulting in a pretax gain of
$10.7 million, and assigned its purchase option for the license assets of WVTV
to Glencairn, Ltd., which exercised the option and purchased the license assets
in July 1995.
 
  Income Taxes
 
     New Gaylord's provision for income taxes was $27.5 million for 1995
compared to $29.5 million for 1994. New Gaylord's effective tax rate on its
income from continuing operations before provision for income taxes was 39.9%
for 1995 compared to 38.5% for 1994.
 
  Discontinued Operations
 
     On September 29, 1995, New Gaylord sold the Systems to CCT Holdings Corp.
("CCTH"), an entity jointly owned by investment partnerships affiliated with
Kelso & Company, Inc. and by Charter Communications, Inc. ("Charter"), an owner
and manager of cable systems. Proceeds from the sale, after a working capital
adjustment, consisted of $198.8 million in cash and a 10-year, $165.7 million
note (the "Note") with an interest rate of 12% per year which increases to 15%
in year six and increases 2% per year thereafter, with principal and interest
payable at maturity. The Note was recorded at $150.7 million, net of a $15.0
million discount, to reflect the Note at fair value at the date of the sale
based upon financial instruments of comparable credit risk and interest rates.
In addition, New Gaylord received the contractual right to 15% of the net
distributable proceeds, as defined, from certain future sales by Charter
Communications Entertainment, L.P., a newly formed joint venture created to
operate cable television systems, to which CCTH contributed certain of the
Systems' assets which were
 
                                       40

<PAGE>   43
 
purchased from New Gaylord. Immediately prior to the closing of the sale, New
Gaylord paid Charter $10.6 million to acquire the remaining 2.9% interest in the
Systems.
 
     New Gaylord recorded a gain of $43.0 million, net of tax of $30.8 million,
on the sale of the Systems during 1995. The Systems have been accounted for as
discontinued operations and, accordingly, the Systems' losses including interest
expense (based upon debt that can be specifically attributed to the Systems)
subsequent to the November 1993 measurement date were deferred and reflected as
a reduction in the gain on the sale of the Systems. The 1995 net loss from
discontinued operations prior to the sale of the Systems was $19.5 million,
including interest expense of $17.1 million, which was deferred and reflected as
a reduction in the gain on the sale of the Systems.
 
LIQUIDITY AND CAPITAL RESOURCES
 
     New Gaylord currently projects capital expenditures of approximately $52.0
million for 1997, of which approximately $13.5 million had been spent as of
March 31, 1997. During 1996, net cash flows generated from New Gaylord's
operations exceeded the amount required to fund its net investing and financing
activities. New Gaylord believes that net cash flows from operations will
continue to exceed its net investing and financing requirements.
 
     Old Gaylord has a centralized cash management system whereby cash is made
available to New Gaylord by Old Gaylord for normal operating activities, if
needed. In connection with the Transactions, New Gaylord will assume all of Old
Gaylord's long-term debt, which, at March 31, 1997, aggregated approximately
$520 million. New Gaylord currently anticipates refinancing such indebtedness
with the proceeds of the 1997 Credit Facility, the terms of which are currently
under negotiation between New Gaylord and various lenders. See "THE
RESTRUCTURING, THE DISTRIBUTION, AND THE MERGER -- New Gaylord Credit Facility."
 
SEASONALITY
 
   
     The 1997 first quarter pro forma loss is due primarily to the seasonal
nature of the two most profitable of New Gaylord's three business segments: (i)
hospitality and attractions, and (ii) broadcasting and music. Many of the
operations in the hospitality and attractions segment are either closed or
operate on a limited basis during the first quarter of the year and conduct most
of their business during the summer tourism season. The first calendar quarter
is also the weakest quarter for most television and radio broadcasters,
including New Gaylord, as advertising revenues are lower in the post-Christmas
period. As a result, New Gaylord believes that the seasonality of New Gaylord's
hospitality and attractions and broadcasting and music segments distorts the
impact of the cable networks segment's operating losses for the first three
months of 1997. This seasonality is further evidenced by New Gaylord's actual
operating results for the full year 1996: the hospitality and attractions
segment had operating income of $45.9 million in 1996, despite an operating loss
of $0.2 million in the first quarter of the year; and the broadcasting and music
segment had operating income of $23.8 million in 1996, only $2.3 million of
which was recorded in the first quarter of the year.
    
 
                                       41

<PAGE>   44
 
                                   MANAGEMENT
 
DIRECTORS AND EXECUTIVE OFFICERS
 
     As the sole stockholder of New Gaylord prior to the Distribution, Old
Gaylord has designated the persons who will serve as the directors and executive
officers of New Gaylord following the Distribution, most of whom have served in
similar capacities for Old Gaylord immediately prior to the Distribution. David
Hall, currently a Vice President of Old Gaylord, will remain with the Cable
Networks Business following the Merger and be employed by an affiliate of
Westinghouse. The following table sets forth certain information concerning
persons who are currently expected to serve as directors and executive officers
of New Gaylord.
 

<TABLE>
<CAPTION>
NAME                                      AGE   POSITION WITH NEW GAYLORD
- ----                                      ---   -------------------------
<S>                                       <C>   <C>
Edward L. Gaylord.......................  78    Chairman of the Board
E. K. Gaylord II........................  40    Vice-Chairman of the Board
Terry E. London.........................  47    President, Chief Executive Officer, and Director
Jerry O. Bradley........................  57    President -- Opryland Music Group
Dan E. Harrell..........................  48    President -- Idea Entertainment
Carl Kornmeyer..........................  45    President -- Communications Group
Jack J. Vaughn..........................  59    President -- Hospitality and Attractions Group
F. M. Wentworth, Jr.....................  52    Senior Vice President, Secretary, and General Counsel
Robert F. Whittaker.....................  56    President -- Grand Ole Opry
Martin C. Dickinson.....................  62    Director
Christine Gaylord Everest...............  45    Director
Joe M. Rodgers..........................  63    Director
</TABLE>

 
   
     New Gaylord's Board of Directors will be comprised of six members, divided
into three classes of two members each. At each annual meeting of stockholders,
directors constituting one class will be elected for a three-year term. The
terms of Edward L. Gaylord and Joe M. Rodgers will expire at the 1998 Annual
Meeting of Stockholders, the terms of Martin C. Dickinson and Christine Gaylord
Everest will expire at the 1999 Annual Meeting of Stockholders, and the terms of
E. K. Gaylord II and Terry E. London will expire at the 2000 Annual Meeting of
Stockholders. See "DESCRIPTION OF CAPITAL STOCK -- Certain Restated Certificate
and By-law Provisions." It is currently contemplated that, following the
Distribution, New Gaylord will add two more nonemployee directors whose terms
will expire at the 1998 and 1999 Annual Meetings of Stockholders. In addition,
New Gaylord is currently searching for a person to serve as Chief Financial
Officer. All officers of New Gaylord serve at the discretion of the Board of
Directors.
    
 
     The following is additional information with respect to the above-named
executive officers and directors.
 
     Mr. Edward L. Gaylord, the son of one of the founders of Old Gaylord,
served as President and Chief Executive Officer of Old Gaylord from 1974 until
October 1991, and has served as Chairman of the Board of Old Gaylord since
October 1991. Mr. Gaylord has been a director of Old Gaylord since 1946. Mr.
Gaylord is currently the chairman, chief executive officer, and a director of
OPUBCO, a newspaper publishing company. Mr. Gaylord is active in numerous civic
and charitable organizations, and is (among others) chairman of the Oklahoma
Industries Authority, director and past president (ten years) of the State Fair
of Oklahoma, chairman and director of The Oklahoma Medical Research Foundation,
and chairman and director of the National Cowboy Hall of Fame & Western Heritage
Center. Mr. Gaylord is the father of Mr. E. K. Gaylord II, Vice Chairman of the
Board of New Gaylord, and Mrs. Christine Gaylord Everest, a director of New
Gaylord.
 
     Mr. E. K. Gaylord II has served as Vice-Chairman of the Board of Old
Gaylord since May 1996 and as a director since 1977. From 1989 until October
1991, Mr. Gaylord served as Vice President of Old Gaylord. Mr. Gaylord has been
the president of OPUBCO since June 1994 and is a director of OPUBCO. He served
as executive vice president and assistant secretary of OPUBCO from June 1993
until June 1994 and as vice president and assistant secretary from 1991 until
1993. He also owns and operates the Lazy E Ranch in Guthrie, Oklahoma. Mr.
Gaylord is a director of the National Cowboy Hall of Fame and Western Heritage
Center and is a
 
                                       42

<PAGE>   45
 
director of Bass GEC Management Company. Mr. Gaylord is the son of Mr. Edward L.
Gaylord and the brother of Mrs. Christine Gaylord Everest, both of whom are
directors of New Gaylord.
 
     Mr. London was elected President and Chief Executive Officer of Old Gaylord
effective May 1, 1997. Prior to May 1997, Mr. London had served, since March
1997, as Executive Vice President and Chief Operating Officer and, since
September 1993, as Senior Vice President and Chief Financial and Administrative
Officer of Old Gaylord. He served as Vice President and Chief Financial Officer
of Old Gaylord from October 1991 until September 1993, and has been employed by
Old Gaylord since 1978. Mr. London is a certified public accountant.
 
     Mr. Bradley has served as President of Opryland Music Group since September
1993 and as General Manager of Opryland Music Group since July 1986. Prior to
joining Opryland Music Group, Mr. Bradley operated Bradley Productions, an
independent production company for three years and worked for RCA Records for 16
years.
 
     Mr. Harrell has been President of Idea Entertainment, Old Gaylord's family
entertainment subsidiary, since Old Gaylord's March 1997 acquisition of
Blanton/Harrell Entertainment, an artist management company that manages the
careers of several prominent contemporary Christian music artists. For over 17
years prior to such acquisition, Mr. Harrell was co-owner of Blanton/Harrell
Entertainment.
 
     Mr. Kornmeyer has been Senior Vice President of Broadcast and Business
Affairs of Old Gaylord's broadcasting and cable networks operations since March
1996. He served as Vice President of Business Affairs of Old Gaylord's
broadcasting and cable networks operations from March 1994 until February 1996,
and, from August 1989 through February 1994, he was Executive Director of
Business and Financial Affairs of Old Gaylord's broadcasting and cable networks
operations.
 
     Mr. Vaughn is Old Gaylord's executive officer in charge of the Opryland
Hotel, the Opryland theme park, and certain other hospitality and attractions
properties. He has served as Vice President of Old Gaylord since October 1991
and was the General Manager of the Opryland Hotel from 1975 to 1993. He has been
a member and served on committees of the American Hotel and Motel Association
since 1972.
 
     Mr. Wentworth has served as Senior Vice President, Secretary, and General
Counsel of Old Gaylord since September 1993. He served as Secretary and General
Counsel of Old Gaylord from October 1991 until September 1993, as General
Counsel and Secretary of Opryland USA Inc since 1983, and has been employed by
the Opryland USA businesses since 1966.
 
     Mr. Whittaker has been the President and General Manager of the Grand Ole
Opry since November 1996. From September 1993 until November 1996, Mr. Whittaker
served as Vice President of the Grand Ole Opry and Opryland Productions, and
from August 1990 until September 1993, he was the General Manager of Opryland
theme park. Mr. Whittaker has worked for the Opryland USA businesses since 1971.
 
   
     Mr. Dickinson has been a director of Old Gaylord since 1974. He is a
retired officer of Scripps Bank in La Jolla, California and has been a director
of the bank since 1990. Mr. Dickinson is also a director of OPUBCO. Following
the Merger, Mr. Dickinson is expected to be recommended to the Nominating and
Governance Committee of the Westinghouse Board and to the Westinghouse Board for
appointment as a director of Westinghouse.
    
 
     Mrs. Everest has been a director of Old Gaylord since 1976. She has served
as vice president of OPUBCO since June 1996, as secretary of OPUBCO since June
1994, and as senior assistant secretary of OPUBCO from October 1991 until June
1994. Mrs. Everest is also a director of OPUBCO. From 1989 to October 1991, Mrs.
Everest was Senior Assistant Secretary of Old Gaylord. Mrs. Everest is the
daughter of Mr. Edward L. Gaylord and the sister of Mr. E. K. Gaylord II, both
of whom are directors of Old Gaylord.
 
     Mr. Rodgers has been a director of Old Gaylord since 1991. He is chairman
of The JMR Group, a private investment company specializing in merchant and
investment banking. Mr. Rodgers served as chairman of the board and chief
executive officer of Berlitz International, Inc., a foreign language services
company, from December 1991 to February 1993. From 1985 to 1989, Mr. Rodgers
served as United States Ambassador to France. Mr. Rodgers is also a director of
AMR Corporation/American Airlines, Inc.; American Constructors, Inc.; Gryphon
Holdings, Inc.; Lafarge Corporation; SunTrust Bank, Nashville, N.A.; Thomas
Nelson, Inc.; Tractor Supply Company; and Willis Corroon Group, PLC.
 
                                       43

<PAGE>   46
 
COMMITTEES OF THE BOARD OF DIRECTORS
 
     In order to facilitate the activities of the New Gaylord Board of Directors
following the Distribution, the Board of Directors intends to create several
standing committees, including an Audit Committee and a Compensation Committee.
The Board of Directors will not have a standing nominating committee. The
functions normally performed by a nominating committee will be performed by the
Board of Directors as a whole. The anticipated committees, their primary
functions, and their memberships are as follows:
 
          Audit Committee -- This Committee will make recommendations to the New
     Gaylord Board of Directors with respect to the appointment of independent
     public accountants, review significant audit and accounting policies and
     practices, meet with New Gaylord's independent public accountants
     concerning, among other things, the scope of audits and reports, and review
     the performance of the overall accounting and financial controls of New
     Gaylord. Initial members of the Audit Committee are expected to be Martin
     C. Dickinson (Chairman) and Joe M. Rodgers, each of whom currently serves
     on the Audit Committee of Old Gaylord.
 
          Compensation Committee -- This Committee will have the responsibility
     for reviewing and approving the compensation and benefits of executive
     officers, advising management regarding benefits, including bonuses, and
     other terms and conditions of compensation of other employees,
     administering New Gaylord's stock plan, and reviewing and recommending
     compensation of directors. Initial members of the Compensation Committee
     are expected to be Martin C. Dickinson and Joe M. Rodgers (Chairman), each
     of whom currently serves on the Compensation Committee of Old Gaylord.
 
     Nominations for election to the Board of Directors may be made by the Board
of Directors, by a nominating committee appointed by the Board of Directors, or
by any stockholder entitled to vote for the election of directors as described
below. The By-laws establish an advance notice procedure for the nomination,
other than by or at the direction of the Board of Directors or a committee
thereof, of candidates for election as directors. Notice of director nominations
must be timely given in writing to the Secretary of New Gaylord prior to the
meeting at which the directors are to be elected. To be timely, notice must be
delivered to or mailed and received at the principal executive offices of New
Gaylord (a) in the case of an annual meeting, not less than 60 nor more than 90
days prior to the anniversary date of the immediately preceding annual meeting
of stockholders; provided, however, that in the event that the annual meeting is
called for a date that is not within 30 days before or after such anniversary
date, notice must be so received not later than the close of business on the
tenth day following the day on which such notice of the date of the annual
meeting was mailed or public disclosure of the date of the annual meeting was
made, whichever first occurs; and (b) in the case of a special meeting of
stockholders called for the purpose of electing directors, not later than the
close of business on the tenth day following the day on which notice of the date
of the special meeting was mailed or public disclosure of the date of the
special meeting was made, whichever first occurs. Notice to New Gaylord from a
stockholder who proposes to nominate a person at a meeting for election as a
director must contain all information about such person that would be required
to be included in a proxy statement soliciting proxies for the election of the
proposed nominee (including such person's written consent to serve as a director
if so elected) and certain information about the stockholder proposing to
nominate that person. If the chairman of the meeting of stockholders determines
that a person was not nominated in accordance with the nomination procedure,
such nomination will be disregarded.
 
DIRECTORS' COMPENSATION
 
   
     Arrangements regarding directors' compensation for services as directors
will be determined by the New Gaylord Compensation Committee. It is currently
anticipated that employee directors will not be compensated for service as
directors in addition to their salaries and that all directors will be
reimbursed for their expenses incurred in attending meetings. Directors will
also be entitled to receive awards under the 1997 Stock Plan. See "EXECUTIVE
COMPENSATION -- Compensation Pursuant to Plans -- 1997 Stock Plan."
    
 
                                       44

<PAGE>   47
 
                             EXECUTIVE COMPENSATION
 
     Prior to the Distribution, New Gaylord has been a wholly owned subsidiary
of Old Gaylord and New Gaylord's officers and directors have not been separately
compensated for acting in such capacities. The following Summary Compensation
Table sets forth the cash compensation and certain other components of the
compensation of Earl W. Wendell, the President and Chief Executive Officer of
Old Gaylord at December 31, 1996, and the other four most highly compensated
executive officers of Old Gaylord who were serving as executive officers at
December 31, 1996 (including Mr. Wendell, the "Named Executive Officers"). Mr.
Wendell retired in May 1997 and was replaced as President and Chief Executive
Officer by Terry E. London. Following the Merger, David Hall will remain with
the Cable Networks Business and will be employed by an affiliate of
Westinghouse. Compensation and benefits to be provided by New Gaylord to its
executive officers will be governed, in part, by the severance agreements
between such officers and Old Gaylord. See "-- Employment, Severance, and Change
in Control Arrangements."
 
                           SUMMARY COMPENSATION TABLE
 

<TABLE>
<CAPTION>
                                                                  LONG TERM COMPENSATION
                                                                          AWARDS
                                                                 ------------------------
                                         ANNUAL COMPENSATION     RESTRICTED    SECURITIES
NAME AND PRINCIPAL POSITION             ---------------------      STOCK       UNDERLYING       ALL OTHER
AS OF DECEMBER 31, 1996         YEAR     SALARY       BONUS      AWARDS(1)      OPTIONS      COMPENSATION(2)
- ---------------------------     ----    --------     --------    ----------    ----------    ---------------
<S>                             <C>     <C>          <C>         <C>           <C>           <C>
Earl W. Wendell(3)              1996    $654,000     $292,730     $338,625      $52,500          $38,103
  President and CEO             1995     654,000      286,256      306,000       55,125           33,032
                                1994     627,123(4)   260,400          -0-          -0-           25,752
Edward L. Gaylord               1996     510,000          -0-          -0-          -0-              -0-
  Chairman of the Board         1995     510,000          -0-          -0-          -0-              -0-
                                1994     510,000(4)       -0-          -0-          -0-              -0-
Jack J. Vaughn                  1996     364,000      195,723      148,120       21,000           24,280
  Vice President (Hospitality   1995     364,000      203,767      133,863       22,050           19,973
  and Attractions)              1994     336,939      105,000          -0-          -0-           11,942
Terry E. London                 1996     312,000      194,683       84,643       14,175           15,892
  Senior Vice President, Chief  1995     312,000      117,312       76,488       14,883           14,058
  Financial and Administrative  1994     295,810       83,610          -0-          -0-            8,800
  Officer
David Hall(5)                   1996     305,000      182,040      105,785       18,375           22,601
  Vice President (Cable         1995     300,000      218,610       95,593       19,293           21,215
  Networks and Broadcasting)    1994     242,729      238,430          -0-          -0-            9,804
</TABLE>

 
- ---------------
 
(1) Awards of shares of restricted Old Gaylord Class A Common Stock (the
    "Performance Shares") were made in 1996 and 1995 to the Named Executive
    Officers other than Mr. Gaylord, the restrictions with respect to which were
    designed to lapse on the third anniversary of the date of grant based on the
    extent to which Old Gaylord attained certain predetermined cumulative
    earnings per share targets. Persons holding Performance Shares are entitled
    to dividends and voting rights from the date of grant. The numbers of
    Performance Shares awarded to Messrs. Wendell, Vaughn, London, and Hall in
    each of 1996 and 1995 were 13,230, 5,787, 3,307, and 4,133, respectively.
    The values of these awards as shown in the table are based on per share
    prices of $25.60 and $23.13, the closing market prices of the Class A Common
    Stock as reported on the NYSE on the respective dates of the awards. Based
    on the closing market price of the Old Gaylord Class A Common Stock of
    $22.875 as reported on the NYSE on December 31, 1996, the aggregate values
    of the 1996 and 1995 awards to Messrs. Wendell, Vaughn, London, and Hall
    were $605,273 (see Note 3), $264,755, $151,295, and $189,085. In connection
    with the Merger, Performance Shares will vest as though Old Gaylord had
    achieved 100% of the applicable performance targets with respect to such
    Performance Shares (as contemplated by the Distribution Agreement).
    Accordingly, restrictions on two-thirds of the outstanding Performance
    Shares will lapse. The remaining one-third of those Performance Shares will
    be forfeited.
(2) Includes contributions by Old Gaylord to the supplemental deferred
    compensation plan (the "SUDCOMP Plan") and to Old Gaylord's 401(k) Savings
    Plan (the "Savings Plan"), and premiums paid by Old Gaylord for term life
    insurance provided for the benefit of the Named Executive Officers. Mr.
    Gaylord is not a
 
                                       45

<PAGE>   48
 
    participant in the SUDCOMP Plan or Savings Plan nor does he receive life
    insurance benefits from Old Gaylord. Old Gaylord's contributions to the
    SUDCOMP Plan, the Savings Plan, and payments on behalf of the Named
    Executive Officers for group term life insurance are reflected below. In
    connection with the Restructuring and the Merger, New Gaylord will assume
    the SUDCOMP Plan and the Savings Plan and Mr. Hall will become fully vested
    under each of such plans and will no longer be eligible to participate
    therein.
 

<TABLE>
<CAPTION>
                                                        GROUP TERM
                                                      LIFE INSURANCE    TOTAL ALL OTHER
NAME                     YEAR    SUDCOMP    401(K)       PREMIUMS        COMPENSATION
- ----                     ----    -------    ------    --------------    ---------------
<S>                      <C>     <C>        <C>       <C>               <C>
Earl W. Wendell          1996    $24,748    $4,455        $8,900            $38,103
                         1995     21,701     4,304         7,027             33,032
                         1994     21,026     4,620           106             25,752
Jack J. Vaughn           1996     11,721     4,500         8,059             24,280
                         1995      9,443     4,152         6,378             19,973
                         1994      7,166     4,620           156             11,942
Terry E. London          1996      4,484     4,500         6,908             15,892
                         1995      4,086     4,500         5,472             14,058
                         1994      4,042     4,620           138              8,800
David Hall               1996     11,459     4,500         6,642             22,601
                         1995     11,451     4,500         5,264             21,215
                         1994      5,028     4,620           156              9,804
</TABLE>

 
   
(3) Mr. Wendell retired from his positions as an officer and director of Old
    Gaylord and various of its subsidiaries effective as of May 1, 1997. In
    connection with his retirement, Mr. Wendell agreed to (i) exercise all of
    his options for Old Gaylord Class A Common Stock that were in-the-money
    (covering 882,000 shares), (ii) forfeit all out-of-the-money options for Old
    Gaylord Class A Common Stock (covering 107,625 shares), and (iii) sell, on
    or before August 31, 1997, all shares of Old Gaylord Class A Common Stock
    issued upon the exercise of such options. In consideration therefor, and in
    recognition of his past contributions to Old Gaylord, Old Gaylord agreed to
    pay Mr. Wendell a cash bonus of $1,900,000 and accelerated the vesting of
    17,640 Performance Shares as though Old Gaylord had achieved 100% of the
    applicable performance targets with respect to such Performance Shares (as
    contemplated by the Distribution Agreement, except that Mr. Wendell's
    Performance Shares vested as of his retirement date rather than as of the
    Time of Distribution). In addition to benefits he is otherwise entitled to
    receive under Old Gaylord's existing benefit plans, in connection with his
    retirement Mr. Wendell will receive (i) the pro rata portion of his target
    bonus for 1997, which will be payable by New Gaylord in 1998; (ii) up to
    $10,000 for personal financial counseling services; and (iii) title to his
    company car. In addition, Old Gaylord, New Gaylord, and Mr. Wendell have
    entered into a Consulting Agreement pursuant to which Mr. Wendell has agreed
    to provide consulting services to Old Gaylord and, after the Distribution
    and the Merger, to New Gaylord, for a period of three years for which he
    will receive payments totaling $800,000. Mr. Wendell has also executed a
    Noncompetition Agreement pursuant to which Mr. Wendell has agreed not to
    compete with Old Gaylord and, after the Distribution and the Merger, with
    New Gaylord for a period of three years for which he will receive payments
    totaling $800,000. In connection with the Restructuring and the
    Distribution, Old Gaylord's rights and obligations under the Consulting
    Agreement and the Noncompetition Agreement will be assigned to and assumed
    by New Gaylord.
    
(4) Includes fees for services as a director of $30,000.
(5) Mr. Hall became a Vice President of Old Gaylord on December 1, 1996.
 
                                       46

<PAGE>   49
 
                 OLD GAYLORD OPTION GRANTS IN LAST FISCAL YEAR
 
     The following table summarizes the terms of stock options granted by Old
Gaylord to each of the Named Executive Officers during 1996. All of the options
referred to in the table below are nonqualified stock options granted pursuant
to Old Gaylord's 1993 Stock Option and Incentive Plan (the "1993 Stock Plan") at
the fair market value on the date of grant (determined as the closing sale price
on the NYSE of Old Gaylord Class A Common Stock on the trading day preceding the
grant) and are for the purchase of Old Gaylord Class A Common Stock. In
connection with the Merger, all then outstanding options, including those that
are held by the Named Executive Officers other than Mr. Hall, will be converted
into options to purchase New Gaylord Common Stock. Mr. Hall's options will be
converted into options to purchase Westinghouse Common Stock. See "-- Issuance
of New Gaylord Options and Conversion of Old Gaylord Options." No stock
appreciation rights have ever been granted by Old Gaylord.
 

<TABLE>
<CAPTION>
                                 INDIVIDUAL GRANTS                                      POTENTIAL REALIZABLE
- -----------------------------------------------------------------------------------       VALUE AT ASSUMED
                                NUMBER OF      PERCENT OF                               RATES OF STOCK PRICE
                                SECURITIES   TOTAL OPTIONS                                APPRECIATION FOR
                                UNDERLYING     GRANTED TO                                    OPTION TERM
                                 OPTIONS      EMPLOYEES IN    EXERCISE   EXPIRATION     ---------------------
             NAME               GRANTED(#)   FISCAL YEAR(%)    PRICE        DATE           5%         10%
             ----               ----------   --------------   --------   ----------     --------   ----------
<S>                             <C>          <C>              <C>        <C>            <C>        <C>
Earl W. Wendell...............    52,500         20.53         $25.00     2/23/06(1)    $825,424   $2,091,787
Edward L. Gaylord.............       -0-            --             --          --             --           --
Jack J. Vaughn................    21,000(2)       8.21          25.00     2/23/06        330,170      836,715
Terry E. London...............    14,175(2)       5.54          25.00     2/23/06        222,865      564,782
David Hall....................    18,375(2)       7.18          25.00     2/23/06        288,898      732,125
</TABLE>

 
- ---------------
 
   
(1) In connection with Mr. Wendell's retirement, these options have been
    cancelled. See Note (3) to the Summary Compensation Table.
    
(2) Pursuant to the terms of the 1993 Stock Plan, all outstanding options will
    vest and become exercisable upon the approval of the Merger Agreement by the
    Old Gaylord stockholders.
 
AGGREGATED OLD GAYLORD OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END
                                 OPTION VALUES
 
     The following table summarizes, for each of the Named Executive Officers,
the total number of unexercised stock options and the aggregate dollar value of
in-the-money unexercised stock options held at December 31, 1996. No shares were
acquired by the Named Executive Officers upon the exercise of stock options
during 1996. All of the stock options referenced below are for Old Gaylord Class
A Common Stock and were awarded pursuant to either the 1993 Stock Plan or Old
Gaylord's 1991 Stock Option and Incentive Plan (collectively, the "Stock
Plans"). In connection with the Merger, all then outstanding options, including
those that are held by the Named Executive Officers other than Mr. Hall, will be
converted into options to purchase New Gaylord Common Stock. Mr. Hall's options
will be converted into options to purchase Westinghouse Common Stock. See " --
Issuance of New Gaylord Options and Conversion of Old Gaylord Options."
 

<TABLE>
<CAPTION>
                                                    NUMBER OF SECURITIES          VALUE OF UNEXERCISED
                                                   UNDERLYING UNEXERCISED             IN-THE-MONEY
                                                    OPTIONS AT FY-END(#)         OPTIONS AT FY-END($)(1)
                                                 ---------------------------   ---------------------------
                     NAME                        EXERCISABLE   UNEXERCISABLE   EXERCISABLE   UNEXERCISABLE
                     ----                        -----------   -------------   -----------   -------------
<S>                                              <C>           <C>             <C>           <C>
Earl W. Wendell(2).............................    882,000        107,625      $11,975,750     $     -0-
Edward L. Gaylord..............................    132,300            -0-        1,796,363           -0-
Jack J. Vaughn.................................    132,300         43,050        1,796,363           -0-
Terry E. London................................    132,300         29,058        1,796,363           -0-
David Hall.....................................     55,125         37,668          748,484           -0-
</TABLE>

 
- ---------------
 
(1) The aggregate dollar value of the options held at fiscal year-end are
    calculated as the difference between the fair market value of Old Gaylord
    Class A Common Stock ($22.875 as reported on the NYSE on December 31, 1996)
    and the exercise price of the stock options.
   
(2) See Note (3) to the Summary Compensation Table.
    
 
                                       47

<PAGE>   50
 
ISSUANCE OF NEW GAYLORD OPTIONS AND CONVERSION OF OLD GAYLORD OPTIONS
 
     Pursuant to the Distribution Agreement, all options to acquire Old Gaylord
Class A Common Stock that are held by persons who, following the Distribution,
will be New Gaylord employees will be converted into fully vested and
exercisable options to acquire shares of New Gaylord Common Stock under the 1997
Stock Plan, with such amendments and adjustments as the New Gaylord Board of
Directors determines are reasonable and appropriate based, in part, on the Per
Share Merger Consideration and the fair market value of the New Gaylord Common
Stock immediately following the Distribution. As a result, the number of options
to acquire shares of New Gaylord Common Stock to be granted upon the conversion
of options to acquire shares of Company Class A Common Stock is not presently
determinable. Pursuant to the Merger Agreement, all options to acquire shares of
Old Gaylord Class A Common Stock that are held by persons who, following the
Distribution, will remain with the Cable Networks Business and become employees
of an affiliate of Westinghouse following the Merger will be converted into
options to acquire shares of Westinghouse Common Stock. See "THE MERGER
AGREEMENT -- Employee Matters and Stock Options" in the Proxy
Statement/Prospectus.
 
COMPENSATION PURSUANT TO PLANS
 
  1997 Stock Plan
 
   
     New Gaylord's Board of Directors has approved, subject to the approval of
Old Gaylord's stockholders at the Special Meeting, the 1997 Stock Plan, pursuant
to which directors, officers, and other key employees of New Gaylord will be
eligible to receive awards of stock options, stock appreciation rights and
restricted stock. Options granted under the 1997 Stock Plan may be "incentive
stock options" ("ISOs"), within the meaning of Section 422 of the Code, or
nonqualified stock options ("NQSOs"). Stock Appreciation Rights ("SARs") may be
granted simultaneously with the grant of an option or (in the case of NQSOs) at
any time during its term. Restricted stock may be granted in addition to or in
lieu of any other award granted under the 1997 Stock Plan.
    
 
   
     The 1997 Stock Plan provides that awards may be granted covering up to
3,000,000 shares of New Gaylord Common Stock (subject to antidilution and
similar adjustments in the event of a stock split, combination of shares,
recapitalization, or similar changes). The 1997 Stock Plan limits the number of
shares with respect to which awards (including options, SARs, and restricted
stock) may be granted to any individual to no more than 500,000 shares, in any
three-year period. Unless the 1997 Stock Plan is terminated earlier by New
Gaylord's Board of Directors, awards may be granted for a period of ten years
from the date of the Distribution.
    
 
   
     Unless otherwise determined by New Gaylord's Board of Directors, the 1997
Stock Plan will be administered by the Compensation Committee, which will be
comprised solely of "nonemployee directors" within the meaning of Rule 16b-3
under the Exchange Act, or by New Gaylord's Board of Directors if the
Compensation Committee is not so comprised (any entity administering the 1997
Stock Plan is hereinafter referred to as the "Committee"). It is currently
anticipated that the members of the Committee will also be "outside directors"
within the meaning of Section 162(m) of the Code. Subject to the provisions of
the 1997 Stock Plan, the Committee will determine the type of award, when and to
whom awards will be granted, and the number of shares covered by each award. The
Committee will have sole discretionary authority to interpret the 1997 Stock
Plan and to adopt rules and regulations related thereto. In determining the
persons to whom awards shall be granted and the number of shares covered by each
award, the Committee will take into account the contribution to the management,
growth, and profitability of the business of New Gaylord by the respective
persons and such other factors as the Committee deems relevant.
    
 
     The Committee will determine, in its sole discretion, the purchase price of
the shares of stock covered by an option and the kind of consideration payable
with respect to any awards; provided, however, that in the case of the ISOs, the
price must not be less than the "Fair Market Value" (as defined in the 1997
Stock Plan) on the date of grant, and provided further that the option price
must be 110% of the Fair Market Value in the case of ISOs granted to "Ten
Percent Stockholders" (as defined in the 1997 Stock Plan). The Committee may
provide for the payment of the option price in cash, by delivery of shares of
New Gaylord Common Stock having a Fair Market Value equal to such option price,
by a combination thereof, or by any other method in accordance with the terms of
the option agreements. The 1997 Stock Plan contains special rules governing the
time of exercise in the case of
 
                                       48

<PAGE>   51
 
death, disability, or other termination of employment and also provides for
acceleration of the exercisability of options in the event of a "Change in
Control" (as defined in the 1997 Stock Plan.)
 
     The 1997 Stock Plan also permits the Committee to grant SARs with respect
to all or any portion of the shares of New Gaylord Common Stock covered by
options. Each SAR will confer a right to receive an amount with respect to each
share subject thereto, upon exercise thereof, equal to the excess of (i) the
Fair Market Value of one share of New Gaylord Common Stock on the date of
exercise over (ii) the grant price of the SAR. The grant price of any SAR
granted in tandem with an option will be equal to the exercise price of the
underlying option, and the grant price of any other SAR will be such price as
the Committee determines. The Committee may, in its sole discretion, condition
the exercise of any SAR upon the attainment of specified Performance Goals (as
defined below).
 
     The 1997 Stock Plan also provides for the grant of restricted stock awards,
which are awards of New Gaylord Common Stock that may not be transferred or
otherwise disposed of, except by will or the laws of descent and distribution,
for such period as the Committee determines (the "Restricted Period"). The
Committee may also impose such other conditions and restrictions on the shares
as it deems appropriate, including the satisfaction of one or more of the
following performance criteria: (i) pre-tax income or after-tax income; (ii)
operating cash flow; (iii) operating profit; (iv) return on equity, assets,
capital, or investment; (v) earnings or book value per share; (vi) sales or
revenues; (vii) operating expenses; (viii) New Gaylord Common Stock price
appreciation; and (ix) implementation or completion of critical projects or
processes (the "Performance Goals"). The Performance Goals may include a
threshold level of performance below which no payment will be made (or no
vesting will occur), levels of performance at which specified payments will be
made (or specified vesting will occur), and a maximum level of performance above
which no additional payment will be made (or at which full vesting will occur).
Each of the Performance Goals will be determined, to the extent applicable, in
accordance with generally accepted accounting principles and will be subject to
certification by the Committee; provided, that the Committee will have the
authority to make equitable adjustments to the Performance Goals in recognition
of unusual or non-recurring events affecting New Gaylord. The Committee may
provide that such restrictions will lapse with respect to specified percentages
of the awarded shares on successive future dates.
 
     During the Restricted Period, the grantee will be entitled to receive
dividends with respect to, and to vote the shares awarded to him or her. If,
during the Restricted Period, the grantee's continuous employment with New
Gaylord terminates for any reason, any shares remaining subject to restrictions
will be forfeited, unless otherwise determined by the Committee. The Committee
has the authority to cancel any or all outstanding restrictions prior to the end
of the Restricted Period, including cancellation of restrictions in connection
with certain types of termination of employment.
 
     New Gaylord's Board of Directors may at any time and from time to time
suspend, amend, modify, or terminate the 1997 Stock Plan; provided, however,
that, no amendment that requires stockholder approval in order for the 1997
Stock Plan to continue to comply with Section 162(m) of the Code or any other
applicable law will be effective unless and until such amendment has received
the requisite approval by New Gaylord's stockholders.
 
   
  Retirement Plans
    
 
     Employees of New Gaylord and certain of its subsidiaries who have attained
age 21 and completed at least one year of service with more than 1,000 hours of
service will be eligible to participate in Old Gaylord's defined benefit pension
plan (the "Retirement Plan") and will receive full credit for service with Old
Gaylord for vesting purposes. The normal retirement benefit payable to a vested
participant upon retirement at age 65 is equal to the sum of:
 
          (A) 0.85% of the participant's Average Annual Compensation multiplied
     by his or her number of years of Benefit Accrual Service, as defined in the
     Retirement Plan; and
 
          (B) 0.65% of the excess, if any, of the participant's Average Annual
     Compensation over Covered Compensation multiplied by his or her years of
     Benefit Accrual Service not in excess of 35 years.
 
                                       49

<PAGE>   52
 
     The normal form of benefit is calculated in the form of a life only annuity
payable monthly. The participant may elect alternative forms of payment pursuant
to the provisions of the Retirement Plan.
 
     Average Annual Compensation is defined as the average of "includable
compensation" for the five consecutive years in which earnings were the highest
within the last ten years of benefit service. Includable compensation is defined
to include only base pay through December 31, 1988; thereafter it is defined as
all "wages" within the meaning of Code Section 3121(a) (without such base pay
limit), plus employee contributions to Old Gaylord's 401(k) Plan and Code
Section 125 deferrals, subject to additional limitations imposed by the Code.
Accrued benefits are 100% vested after five years of service.
 
     Pursuant to the Distribution Agreement, Old Gaylord is required to amend
the Retirement Plan so that the accrued benefit of each Old Gaylord employee who
becomes an employee of an affiliate of Westinghouse immediately following the
Merger vests, notwithstanding the vesting schedule under the Retirement Plan.
 
     Old Gaylord also maintains two non-qualified retirement plans to provide
benefits to certain employees of Old Gaylord: (i) the NLT Supplemental Executive
Retirement Plan (the "NLT SERP") and (ii) the Benefit Restoration Plan (the
"Restoration Plan"). These plans are not prefunded and the beneficiaries' rights
to receive distributions thereunder constitute unsecured claims to be paid from
the general assets of Old Gaylord.
 
     The NLT SERP provides a benefit to certain executives in an amount equal to
the actuarial difference between benefits provided by the Retirement Plan and
benefits that would have been available to such persons under the defined
benefit pension plan of the predecessor to Opryland USA Inc had service
continued thereunder from the date such predecessor was acquired by Old Gaylord,
August 31, 1983, until the date of retirement, service termination, or death of
the covered employee. The benefits payable under the NLT SERP are determined as
of the effective date of termination of employment and are restricted to the
maximum benefit limitation imposed by Section 415 of the Code. Mr. Vaughn is the
only Named Executive Officer currently covered by the NLT SERP and the estimated
benefit payable to Mr. Vaughn (calculated as of December 31, 1996) upon
retirement at normal retirement age is $32,864 annually.
 
     The Restoration Plan provides a benefit to certain employees to "replace"
benefits lost due to Code limitations imposed upon qualified defined benefit
pension plans. The benefit is determined by calculating the Retirement Plan
benefit without respect to limitations of the Code and subtracting the benefit
payable from the Retirement Plan. The total annual benefit is limited to 45% of
Average Annual Compensation (without respect to Code limitations) and consists
of benefits payable pursuant to the Restoration Plan, the Retirement Plan, the
NLT SERP, employer matching contributions to New Gaylord's 401(k) Savings Plan
and Supplemental Deferred Compensation Plan (assuming the maximum match), and
one-half of any annual Social Security benefit payable to the employee. To
determine the maximum benefit, all benefits are converted to a life only annuity
benefit payable at age 65. The Restoration Plan benefit is reduced (not below
zero) if the total annual benefit exceeds the 45% maximum limitations.
 
     The Distribution Agreement provides that New Gaylord will assume
sponsorship of and continue the Retirement Plan, the Restoration Plan, and the
NLT SERP.
 
     The following table shows the estimated annual pension payable under the
Retirement Plan and the Restoration Plan to employees upon retirement in
specified remuneration and years-of-service classifications. The amounts shown
in the table do not include benefits payable from Social Security. The amount of
estimated annual pension is based upon a pension formula which applies to all
participants in the Retirement Plan and the Restoration Plan. The estimated
amounts are based on the assumption that (i) payments under the Retirement Plan
and the Restoration Plan will commence upon retirement at age 65 in 1996 in the
form of a single life only
 
                                       50

<PAGE>   53
 
annuity, (ii) covered compensation is $27,576, and (iii) the Retirement Plan and
the Restoration Plan will continue in force in their present form.
 

<TABLE>
<CAPTION>
                                                    DEFINED BENEFIT PLAN TABLE
- -----------------------------------------------------------------------------------------------------------------------------
                                                                     ESTIMATED ANNUAL DEFINED BENEFIT PLAN BENEFIT
                                                                              EXCLUDING SOCIAL SECURITY(3)
                                         ESTIMATED FIVE-   ------------------------------------------------------------------
                                           YEAR FINAL                               YEARS OF SERVICE
PAY AT                                       AVERAGE       ------------------------------------------------------------------
AGE 65(1)                                COMPENSATION(2)     10       15        20        25        30        35        40
- ---------------------------------------  ---------------   ------   -------   -------   -------   -------   -------   -------
<S>                                      <C>               <C>      <C>       <C>       <C>       <C>       <C>       <C>
 50,000................................       45,000        4,845     7,268     9,690    12,113    14,536    16,958    20,333
 75,000................................       67,500        8,220    12,330    16,440    20,551    24,661    28,771    33,833
100,000................................       90,000       11,595    17,393    23,190    28,988    34,786    40,583    47,333
125,000................................      112,500       14,970    22,455    29,940    37,426    44,911    52,396    60,833
150,000................................      135,000       18,345    27,518    36,690    45,863    55,036    64,208    74,333
200,000................................      180,000       25,095    37,643    50,190    62,738    63,295    73,133    84,533
250,000................................      225,000       31,845    47,768    63,690    79,613    81,107    81,107    84,533
300,000................................      270,000       38,595    57,893    77,190    96,488    98,920    98,920    98,920
400,000................................      360,000       52,095    78,143   104,190   130,238   134,545   134,545   134,545
500,000................................      450,000       65,595    98,393   131,190   163,988   170,170   170,170   170,170
600,000................................      540,000       79,095   118,643   158,190   197,738   205,796   205,796   205,796
</TABLE>

 
- ---------------
 
(1) The maximum annual compensation that can be recognized by a qualified
    defined benefit pension retirement plan is $150,000 in 1996 (Code Section
    401(a)(17)).
(2) Estimated five-year final average compensation is based on 90% of pay at age
    65.
(3) The Restoration Plan benefit for covered employees whose "Pay at 65" equals
    or exceeds $200,000 in the table above is calculated by limiting total
    benefits payable under both of Old Gaylord's defined benefit plans (namely,
    the Retirement Plan and the Restoration Plan) to 45% of the amount of "Pay
    at 65." In calculating the 45% limitation, the Restoration Plan also assumes
    that company matching contributions have been made to the accounts of
    covered employees under the qualified and nonqualified defined contribution
    plans sponsored by Old Gaylord (which are described below) and actuarially
    converts those assumed matching contributions to a single life annuity
    benefit utilizing specified Retirement Plan actuarial assumptions.
 
     Messrs. Wendell, Gaylord, Vaughn, London, and Hall had 44, 49, 20, 18, and
30 years of credited service, respectively, on December 31, 1996. As a result of
the Code Section 401(a)(17) limitation on eligible compensation, the 1996
includable compensation in determining Average Annual Compensation was limited
to $150,000 for the Named Executive Officers in 1996.
 
  401(k) Savings Plan
 
     Old Gaylord maintains the Savings Plan, a defined contribution plan with a
salary deferral arrangement under Section 401(k) of the Code. Certain employees
of Old Gaylord who have attained age 21 and completed at least one year of
service and more than 1,000 hours of service are eligible to participate in the
Savings Plan. The Distribution Agreement provides that, following the
Distribution, New Gaylord will assume sponsorship of and continue the Savings
Plan.
 
     Savings Plan participants are permitted to make elective contributions of
between 1% and 16% of their "Compensation" (as defined in the Savings Plan)
which generally includes W-2 income. Under the Savings Plan, 50% of the
contribution made by each participant is matched by Old Gaylord up to six
percent of compensation with a maximum employer contribution equal to the lesser
of (i) three percent of the participant's Compensation or (ii) such lesser
amount specified by Section 401(k) of the Code.
 
                                       51

<PAGE>   54
 
     A participant's elective contributions vest immediately. The employer
matching contributions vest according to the following schedule:
 

<TABLE>
<CAPTION>
YEARS OF SERVICE                                              PERCENT
- ----------------                                              -------
<S>                                                           <C>
Less than 2.................................................      0%
2 to 3......................................................     40%
3 to 4......................................................     60%
4 to 5......................................................     80%
5 or more...................................................    100%
</TABLE>

 
Pursuant to the Distribution Agreement, Old Gaylord is required to amend the
Savings Plan so that the entire account balance of each Old Gaylord employee who
becomes an employee of Westinghouse immediately following the Merger vests
notwithstanding the vesting schedule under the Savings Plan.
 
     Participants actively participating in the Savings Plan are eligible to
apply for up to three loans. They are also permitted to make in-service
withdrawals and hardship withdrawals in conformity with the terms of the Savings
Plan.
 
     Participating employees may invest both their own contributions and
employer contributions into one of seven funds including up to 30% of their
contributions in a fund comprised exclusively of Old Gaylord Class A Common
Stock.
 
     Upon termination of employment, disability, death, or retirement, a
participant receives the value of his or her account, payable as a lump sum
unless he or she elects to receive the value of his or her account balance in
the form of a joint and survivor annuity.
 
  Supplemental Deferred Compensation Plan
 
     Old Gaylord maintains the SUDCOMP Plan, which is an unfunded deferred
compensation arrangement for a select group of management or highly compensated
employees, including all of Old Gaylord's executive officers, which is intended
to provide benefits like those provided under the Savings Plan, notwithstanding
the limitations under the Savings Plan imposed by Section 401(k) of the Code.
The SUDCOMP Plan is administered by the Old Gaylord Benefits Trust Committee
which has the exclusive authority to select the employees who are entitled to
participate in the SUDCOMP Plan and to interpret and administer the SUDCOMP
Plan. The Distribution Agreement provides that, upon consummation of the Merger,
New Gaylord will assume sponsorship of the SUDCOMP Plan.
 
     The terms of the SUDCOMP Plan are generally the same as the terms of the
Savings Plan except that (i) employer matching contributions (if any) are 50%
vested after two years of service and are vested in full after three years of
service, (ii) upon termination of employment for any reason, distributions from
the SUDCOMP Plan must generally be distributed to participants within 90 days of
their termination of employment, (iii) distributions from the SUDCOMP Plan may
not be rolled into an Individual Retirement Account or another employer's
defined contribution plan, and (iv) distributions from the SUDCOMP Plan are
taxed in full upon distribution. SUDCOMP Plan participants are permitted to
invest both their own contributions and employer contributions in the funds made
available to Savings Plan participants, other than the Old Gaylord Class A
Common Stock Fund.
 
     Pursuant to the Distribution Agreement, Old Gaylord is required to amend
the SUDCOMP Plan so that the entire account balance of each Old Gaylord employee
who becomes an employee of Westinghouse immediately following the Merger is
vested notwithstanding the vesting schedule of the SUDCOMP Plan.
 
EMPLOYMENT, SEVERANCE, AND CHANGE IN CONTROL ARRANGEMENTS
 
     Awards granted under the 1997 Stock Plan become immediately exercisable or
otherwise nonforfeitable in full in the event of a Change in Control of New
Gaylord (as defined therein), notwithstanding specific terms of the awards
providing otherwise. Furthermore, with respect to stock options granted under
the 1997 Stock Plan, following a Change in Control the Compensation Committee
may, in its discretion, permit the cancellation of
 
                                       52

<PAGE>   55
 
   
such options in exchange for a cash payment in an amount per share equal,
generally, to the difference between the highest closing sales price during the
sixty-day period preceding the Change in Control and the exercise price. A
Change in Control is defined in the 1997 Stock Plan to include, among other
things, (i) the acquisition of securities representing a majority of the
combined voting power of all classes of New Gaylord's capital stock by any
person (other than New Gaylord and other related entities); (ii) the approval by
the stockholders of New Gaylord of a merger or consolidation of New Gaylord into
or with another entity (with certain exceptions), the sale or other disposition
of all or substantially all of New Gaylord's assets, or the adoption of a plan
of liquidation; or (iii) a change in the composition of the Board of Directors
in any two-year period such that individuals who were Board members at the
beginning of such period cease to constitute a majority thereof (with certain
exceptions).
    
 
     Old Gaylord has entered into severance agreements with certain members of
management (the "Severance Agreements"), including each of the Named Executive
Officers (collectively, the "executive officers"). These Severance Agreements
become effective following a "Change of Control" (as defined therein) and
provide for a two-year employment agreement thereafter. In the event an
executive officer is terminated or his or her compensation is reduced during
such two-year period, he or she is entitled to a lump sum payment equal to 250%
of the sum of his base salary and cash incentive bonus. A Change of Control is
defined in the Severance Agreements to include, among other things, the
acquisition of securities by a person of 33 1/3% or more of the combined voting
power of Old Gaylord's securities; mergers, consolidations, and sales of assets
in which existing Old Gaylord stockholders own less than a majority of the
resulting voting power; and changes in the composition of a majority of the
Board of Directors over a two-year period. The Merger will constitute a Change
of Control for purposes of the Severance Agreements. Accordingly, all executive
officers party thereto will have two-year employment agreements with New Gaylord
following the Distribution as provided by the Severance Agreements.
 
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
 
     The Compensation Committee of the New Gaylord Board of Directors will be
composed of Messrs. Dickinson and Rodgers. During 1996, Martin C. Dickinson, Joe
M. Rodgers and, until May 1, 1996, E. K. Gaylord II, served as members of the
Compensation Committee of the Old Gaylord Board of Directors.
 
     From 1989 until October 1991, E. K. Gaylord II, a member of the
Compensation Committee until May 1, 1996, served as Vice President of Old
Gaylord, and has served as Vice-Chairman of the Old Gaylord Board of Directors
since May 2, 1996. He is currently the president and a director of OPUBCO.
Edward L. Gaylord, Chairman of the Board of Directors of Old Gaylord, is
currently the chairman, chief executive officer and a director of OPUBCO, and in
such capacities is in a position to influence the compensation of E. K. Gaylord
II.
 
     In September 1996, Old Gaylord entered into an agreement with OPUBCO
pursuant to which OPUBCO will exchange certain commercial real estate located in
Dallas, Texas (the "OPUBCO Real Estate") for Old Gaylord's interests in the
Oklahoma City '89ers, a minor league baseball franchise. The Voting Trustees,
who control approximately 62.7% of Old Gaylord's voting power and will control
approximately 39.2% of New Gaylord's voting power immediately following the
Distribution (see "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT"), also beneficially own a majority of the voting stock of OPUBCO.
Edward L. Gaylord, E.K. Gaylord II, Christine Gaylord Everest, and Martin C.
Dickinson, directors of Old Gaylord, are also directors and officers of OPUBCO.
The OPUBCO Real Estate was appraised at $950,000, which the directors of Old
Gaylord (other than Edward L. Gaylord, E.K. Gaylord II, Christine Gaylord
Everest, Martin C. Dickinson, and Glenn M. Stinchcomb) determined was equal to
or greater than the value of Old Gaylord's interests in the Oklahoma City '89ers
being exchanged. The consummation of this transaction is subject to the approval
of Major League Baseball. Pursuant to the Restructuring, such agreement with
OPUBCO will be assigned to and assumed by New Gaylord.
 
                                       53

<PAGE>   56
 
         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
   
     All of the outstanding shares of New Gaylord capital stock are and, until
immediately prior to the Distribution, will continue to be held beneficially and
of record by Old Gaylord. The following table sets forth, as of June 19, 1997 or
such other date as indicated in the footnotes to the table, the beneficial
ownership of Old Gaylord Class A Common Stock or Old Gaylord Class B Common
Stock by each Named Executive Officer of Old Gaylord who will continue to be an
executive officer of New Gaylord following the Distribution, the executive
officers and directors of New Gaylord as a group, and each stockholder known to
management of Old Gaylord to beneficially own more than five percent of the
outstanding Old Gaylord Class A Common Stock or Old Gaylord Class B Common
Stock. Also set forth below are the number of shares of New Gaylord Common Stock
that each person or entity will own immediately after the Distribution, on a pro
forma basis, assuming no change in ownership of the outstanding shares of Old
Gaylord Common Stock.
    
 
   
     Each share of Old Gaylord Class B Common Stock is convertible into one
share of Old Gaylord Class A Common Stock. Accordingly, under federal securities
laws governing beneficial ownership, holders of Old Gaylord Class B Common Stock
are deemed to beneficially own the same number of shares of Old Gaylord Class A
Common Stock as shares of Old Gaylord Class B Common Stock beneficially owned.
The beneficial ownership of Old Gaylord Class A Common Stock shown in the table
does not include shares of Old Gaylord Class B Common Stock beneficially owned
by such holder. In accordance with the provisions of Rule 13d-3 of the Exchange
Act, the beneficial ownership of Old Gaylord Class A Common Stock in the table
below includes shares issuable upon the exercise of stock options if such
options are currently exercisable or exercisable within 60 days of the date
hereof. The beneficial ownership of New Gaylord Common Stock following the
Distribution shown in the table below does not include shares issuable upon the
exercise of stock options that will be granted upon the conversion of
outstanding Old Gaylord stock options because the number of such shares is
presently indeterminable. See "EXECUTIVE COMPENSATION -- Issuance of New Gaylord
Options and Conversion of Old Gaylord Options." Unless otherwise indicated, Old
Gaylord and New Gaylord believe that the beneficial owner set forth in the table
has sole voting and investment power.
    
 
   

<TABLE>
<CAPTION>
                                                                                                           BENEFICIAL
                              BENEFICIAL OWNERSHIP OF   BENEFICIAL OWNERSHIP OF OLD                     OWNERSHIP OF NEW
                                OLD GAYLORD CLASS A       GAYLORD CLASS B COMMON                         GAYLORD COMMON
                                 COMMON STOCK AND          STOCK AND PERCENTAGE       PERCENTAGE OF   STOCK FOLLOWING THE
                                PERCENTAGE OF CLASS              OF CLASS              OLD GAYLORD        DISTRIBUTION
                              -----------------------   ---------------------------   TOTAL VOTING    --------------------
NAME OF BENEFICIAL OWNER        NUMBER       PERCENT      NUMBER           PERCENT        POWER         NUMBER     PERCENT
- ------------------------      ----------     --------   -----------        --------   -------------   ----------   -------
<S>                           <C>            <C>        <C>                <C>        <C>             <C>          <C>
Edward L. Gaylord(1)*+......     669,200(2)    1.47      18,710,286(3)(4)    36.73        31.35        6,415,726    19.97
Edith Gaylord Harper
  Revokable Trust(1)........          --         --       6,400,114(3)(5)    12.56        10.66        2,133,371     6.64
Christine Gaylord
  Everest(1)*...............      81,584(6)      **       3,017,110(3)(7)     5.92         5.03        1,005,702     3.13
E. K. Gaylord II(1)*........      29,767(6)      **       1,593,375(3)(8)     3.13         2.65          531,125     1.65
Louise Gaylord Bennett(1)...       7,717(9)      **       2,834,730(3)(10)    5.56         4.72          947,482     2.95
Martin C. Dickinson*
  17461 Avenida De Acacias
  Rancho Santa Fe, CA
    92067...................      38,534(11)     **       3,880,181(3)(12)    7.62         6.46        1,293,742     4.03
Dickinson Trust
  P.O. Box 808
  Rancho Santa Fe, CA
    92067...................          --         --       3,596,615(13)       7.06         5.99        1,198,871     3.73
Edward L. Gaylord, Edith
  Gaylord Harper, Christine
  Gaylord Everest, E. K.
  Gaylord II, and Martin C.
  Dickinson, as Voting
  Trustees(1)...............          --         --      37,727,956(3)       74.06        62.84       12,575,981    39.14
Joe M. Rodgers*.............      59,534(6)      **              --             --           --               --       --
Terry E. London*+...........     145,220(14)     **           2,409             **           **            3,133       **
Jack J. Vaughn+.............     166,878(15)     **           3,997             **           **            9,734       **
The Capital Group Companies,
  Inc. 333 South Hope Street
  Los Angeles, CA 90071.....   5,430,880(16)  11.95              --             --         1.81        1,810,293     5.63
</TABLE>

    
 
                                       54

<PAGE>   57
   

<TABLE>
<CAPTION>
                                                                                                           BENEFICIAL
                              BENEFICIAL OWNERSHIP OF   BENEFICIAL OWNERSHIP OF OLD                     OWNERSHIP OF NEW
                                OLD GAYLORD CLASS A       GAYLORD CLASS B COMMON                         GAYLORD COMMON
                                 COMMON STOCK AND          STOCK AND PERCENTAGE       PERCENTAGE OF   STOCK FOLLOWING THE
                                PERCENTAGE OF CLASS              OF CLASS              OLD GAYLORD        DISTRIBUTION
                              -----------------------   ---------------------------   TOTAL VOTING    --------------------
NAME OF BENEFICIAL OWNER        NUMBER       PERCENT      NUMBER           PERCENT        POWER         NUMBER     PERCENT
- ------------------------      ----------     --------   -----------        --------   -------------   ----------   -------
<S>                           <C>            <C>        <C>                <C>        <C>             <C>          <C>
Goldman Sachs Asset
  Management, Inc.
  (Successor to Liberty
  Investment
  Management, Inc.)
  2502 Rocky Point Drive,
  Suite 500 Tampa, FL
  33607.....................   4,655,880(17)  10.24              --             --         1.55        1,551,960     4.83
Wellington Management
  Company
  75 State Street Boston, MA
  02109.....................   4,323,475(18)   9.51              --             --         1.44        1,441,158     4.49
T. Rowe Price Associates,
Inc.
  100 East Pratt Street
  Baltimore, MD 21202.......   2,708,702(19)   5.96              --             --           **          902,900     2.81
All executive officers and
  directors of New Gaylord
  as a group (12 persons)...   1,352,059(20)   2.93      39,041,594          76.64        65.23       13,209,904    41.11
</TABLE>

    
 
- ---------------
 
  *  Director of New Gaylord.
  +  Named Executive Officer of Old Gaylord who will continue as an executive
     officer of New Gaylord.
 **  Less than one percent.
 (1) Mailing address: 9000 N. Broadway, Oklahoma City, Oklahoma 73114.
   
 (2) Includes (a) 44,100 shares beneficially owned as trustee of the Edward L.
     Gaylord Revocable Trust; (b) 22,050 shares beneficially owned by Mr.
     Gaylord's wife, Thelma Gaylord, as to which Mr. Gaylord disclaims
     beneficial ownership; (c) 430,750 shares owned by the Edward L. Gaylord and
     Thelma Gaylord Foundation, Edward L. Gaylord and Thelma Gaylord, Trustees;
     (d) 40,000 shares beneficially owned as co-trustee of the Mary Gaylord
     Foundation; and (e) 132,300 shares issuable upon the exercise of options.
    
   
 (3) Edward L. Gaylord, Edith Gaylord Harper, and certain other stockholders of
     Old Gaylord entered into a Voting Trust Agreement, dated as of October 3,
     1990 (the "Voting Trust"), which terminates on October 3, 2000. It is
     currently anticipated that the New Gaylord Common Stock received in the
     Distribution will be subject to the Voting Trust. Edward L. Gaylord, Edith
     Gaylord Harper, Christine Gaylord Everest, E. K. Gaylord II, and Martin C.
     Dickinson, as the voting trustees (the "Voting Trustees") under the Voting
     Trust, have the shared right to vote the 37,727,956 shares of Class B
     Common Stock held in the Voting Trust, and it is currently anticipated that
     the Voting Trustees will have the shared right to vote the 12,575,981
     shares of New Gaylord Common Stock which will be held in the Voting Trust
     following the Distribution. Although the Voting Trustees do not have the
     right to make any investment decisions with respect to the shares
     beneficially owned by the Voting Trust, a stockholder party to the Voting
     Trust needs the written consent of at least 60% of the Voting Trustees (the
     "Trustees' Consent") to withdraw such holder's shares from the Voting Trust
     (the "Trust Withdrawal Restriction").
    
   
 (4) Includes (a) 13,907,995 shares beneficially owned as trustee for the Edward
     L. Gaylord Revocable Trust; (b) 2,545,940 shares beneficially owned as
     trustee for the Mary I. Gaylord Revocable Living Trust of 1985; (c)
     1,035,709 shares beneficially owned by Thelma Gaylord; (d) 47,582
     additional shares beneficially owned as trustee for the Edward L. Gaylord
     Revocable Trust; (e) 787,185 shares beneficially owned by Gayno, Inc., a
     corporation controlled by Edward L. Gaylord; and (f) 385,875 shares
     beneficially owned by The Oklahoman Foundation (the "Charitable Trust"), a
     charitable trust of which Edward L. Gaylord is a trustee. Edward L. Gaylord
     has shared voting power and sole investment power (subject to the Trust
     Withdrawal Restriction) with respect to the shares listed in (a) and (b)
     above, which together with the shares listed in (c) above are deposited
     with the Voting Trust (to which Edward L. Gaylord is party as a stockholder
     and as a Voting Trustee), such 17,489,644 shares being referred to herein
     as the "ELG Voting Trust Shares;" sole voting power and investment power
     with respect to the shares listed in (d) and (e) above, and shared voting
     power and shared investment power with respect to the shares in the
     Charitable Trust. Does
    
 
                                       55

<PAGE>   58
 
     not include the shares owned by Edward L. Gaylord's son and daughters, E.
     K. Gaylord II, Christine Gaylord Everest and Louise Gaylord Bennett,
     respectively. Does not include 20,238,312 shares of Old Gaylord Class B
     Common Stock beneficially owned by the Voting Trust (excluding the ELG
     Voting Trust Shares), as to which Edward L. Gaylord has shared voting power
     and shared investment power (limited solely to the Trustees' Consent). See
     Note 3.
   
 (5) Includes (a) 1,190,802 shares owned by the Edith Gaylord Harper 1995
     Revokable Trust, Edith Gaylord Harper, W.I. Ross and David Hogan Trustees
     (the "EGH Revokable Trust") and (b) 5,209,312 shares owned by the EGH
     Revokable Trust which are deposited with the Voting Trust (to which Mrs.
     Harper is party as a stockholder and as a Voting Trustee), such shares
     being referred to herein as the "EGH Voting Trust Shares." Mrs. Harper,
     Edward L. Gaylord's sister, has sole voting power and investment power with
     respect to the shares in (a) above and shared voting power and sole
     investment power (subject to the Trust Withdrawal Restriction) with respect
     to the EGH Voting Trust Shares. Does not include 32,518,644 shares of Old
     Gaylord Class B Common Stock beneficially owned by the Voting Trust
     (excluding the EGH Voting Trust Shares), as to which Mrs. Harper has shared
     voting power and shared investment power (limited solely to the Trustees'
     Consent). See Note 3.
    
 (6) Shares issuable upon the exercise of options.
   
 (7) Includes (a) 2,595,489 shares owned directly; (b) 11,239 shares owned or
     beneficially owned by Mrs. Everest's husband, James H. Everest; (c) 11,278
     shares owned by Mrs. Everest's daughter, Mary C. Everest; (d) 11,278 shares
     owned by Mrs. Everest's daughter, Tricia L. Everest; (e) 1,951 additional
     shares owned by James H. Everest; and (f) 385,875 shares beneficially owned
     by the Charitable Trust of which Mrs. Everest is a trustee. Does not
     include the shares owned by Mrs. Everest's father, mother, brother, and
     sisters, Edward L. Gaylord, Thelma Gaylord, E. K. Gaylord II, and Louise
     Gaylord Bennett and Mary I. Gaylord, respectively. Mrs. Everest has shared
     voting power and sole investment power (subject to the Trust Withdrawal
     Restriction) with respect to the shares listed in (a) above, which together
     with the shares listed in (b), (c), and (d) above are deposited with the
     Voting Trust (to which Mrs. Everest is party as a stockholder and as a
     Voting Trustee), such 2,629,284 shares being referred to herein as the "CGE
     Voting Trust Shares," and shared voting power and shared investment power
     with respect to the shares in the Charitable Trust. Does not include
     35,098,672 shares of Old Gaylord Class B Common Stock beneficially owned by
     the Voting Trust (excluding the CGE Voting Trust Shares), as to which Mrs.
     Everest has shared voting power and shared investment power (limited solely
     to the Trustees' Consent). See Note 3.
    
   
 (8) Includes (a) 1,207,500 shares owned directly which are deposited with the
     Voting Trust (to which E. K. Gaylord II is party as a stockholder and as a
     Voting Trustee), such shares being referred to herein as the "EKG Voting
     Trust Shares," and (b) 385,875 shares beneficially owned by the Charitable
     Trust of which E. K. Gaylord II is a trustee. E. K. Gaylord II has shared
     voting power and sole investment power (subject to the Trust Withdrawal
     Restriction) with respect to the EKG Voting Trust Shares, and shared voting
     power and shared investment power with respect to the shares in the
     Charitable Trust. Does not include the shares owned by E. K. Gaylord II's
     father, mother, and sisters, Edward L. Gaylord, Thelma Gaylord, and
     Christine Gaylord Everest, Louise Gaylord Bennett, and Mary I. Gaylord,
     respectively. Does not include 36,520,456 shares of Old Gaylord Class B
     Common Stock beneficially owned by the Voting Trust (excluding the EKG
     Voting Trust Shares), as to which E. K. Gaylord II has shared voting power
     and shared investment power (limited solely to the Trustees' Consent). See
     Note 3.
    
 (9) Includes (a) 5,512 shares owned directly, and (b) 2,205 shares owned by
     Mrs. Bennett's husband, Clayton I. Bennett, as to which Mrs. Bennett
     disclaims beneficial ownership.
(10) Deposited with the Voting Trust (to which Louise Gaylord Bennett is party
     as a stockholder), such shares being referred to herein as the "LGB Voting
     Trust Shares." Louise Gaylord Bennett has no voting power and sole
     investment power (subject to the Trust Withdrawal Restriction) with respect
     to the LGB Voting Trust Shares. See Note 3. Does not include the shares
     owned by Louise Gaylord Bennett's father, mother, brother, and sisters,
     Edward L. Gaylord, Thelma Gaylord, E. K. Gaylord II, and Christine Gaylord
     Everest and Mary I. Gaylord, respectively, as to which Louise Gaylord
     Bennett disclaims beneficial ownership.
(11) Includes (a) 1,050 shares beneficially owned by Mr. Dickinson's wife, Carol
     D. Dickinson, as to which Mr. Dickinson disclaims beneficial ownership, and
     (b) 37,484 shares issuable upon the exercise of options.
(12) Includes (a) 198,998 shares beneficially owned as trustee for the Martin C.
     Dickinson Revocable Trust (the "MCD Revokable Trust") which are deposited
     with the Voting Trust; (b) 82,479 additional shares in the
 
                                       56

<PAGE>   59
 
   
     MCD Revokable Trust; (c) 771 shares beneficially owned by Mr. Dickinson's
     wife, Carol D. Dickinson, which are deposited with the Voting Trust; (d)
     1,318 additional shares beneficially owned by Carol D. Dickinson; and (e)
     3,596,615 shares beneficially owned by the Dickinson Trust. See Note 13.
     Mr. Dickinson disclaims beneficial ownership with respect to the shares in
     (c) and (d) above. The shares listed in (a), (c), and (e) above are
     deposited with the Voting Trust (to which Mr. Dickinson is party as a
     stockholder and as a Voting Trustee), such 3,796,384 shares being referred
     to herein as the "MCD Voting Trust Shares." Mr. Dickinson has shared voting
     power and sole investment power (subject to the Trust Withdrawal
     Restriction) with respect to the shares in (a) above, sole voting power and
     investment power with respect to the shares in (b) above, and shared voting
     power and shared investment power with respect to the shares in the
     Dickinson Trust. Does not include 33,931,572 shares of Old Gaylord Class B
     Common Stock beneficially owned by the Voting Trust (excluding the MCD
     Voting Trust Shares), as to which Mr. Dickinson has shared voting power and
     shared investment power (limited solely to the Trustees' Consent). See Note
     3.
    
(13) Deposited with the Voting Trust. Elizabeth M. Dickinson, Martin C.
     Dickinson, and Elizabeth D. Smoyer, as trustees of the Dickinson Trust,
     have no voting power and sole investment power (subject to the Trust
     Withdrawal Restriction) as to these shares. However, Mr. Dickinson has
     shared voting power as to these shares as a trustee of the Voting Trust.
     See Note 3.
(14) Includes (a) 2,586 shares owned directly; (b) 6,614 shares of restricted
     stock issued pursuant to the 1993 Stock Plan; and (c) 136,020 shares
     issuable upon the exercise of options.
(15) Includes (a) 17,492 shares owned directly; (b) 11,574 shares of restricted
     stock issued pursuant to the 1993 Stock Plan; and (c) 137,812 shares
     issuable upon the exercise of options.
(16) Based on information set forth in Amendment No. 6 to Schedule 13G, dated
     February 12, 1997, filed with the SEC jointly by The Capital Group
     Companies, Inc., a parent holding company ("CGC"), Capital Guardian Trust
     Company ("CGTC"), a bank and wholly owned subsidiary of CGC, Capital
     Research and Management Company ("CRMC"), an investment advisor and wholly
     owned subsidiary of CGC, and Capital International Limited ("CIL"). CGC
     reported that it has sole voting power with respect to 1,373,980 shares and
     sole dispositive power with respect to 5,430,880 shares of Old Gaylord
     Class A Common Stock. CRMC reported that it exercised investment discretion
     over 3,882,900 shares of Old Gaylord Class A Common Stock.
(17) Effective January 2, 1997, Goldman Sachs Investment Management, Inc., a
     subsidiary of Goldman Sachs & Co., purchased substantially all of the
     accounts of Liberty Investment Management, Inc. ("Liberty"), including
     those holding the Old Gaylord Class A Common Stock as previously reported
     in a Schedule 13G, and amendments thereto, filed with the SEC by Liberty.
(18) Based on information set forth in Amendment No. 6 to Schedule 13G, dated
     January 24, 1997, filed with the SEC by Wellington Management Company, an
     investment advisor ("WMC"). WMC reported that it has shared voting power
     with respect to 3,399,260 shares of Old Gaylord Class A Common Stock and
     shared dispositive power with respect to 4,323,475 shares of Old Gaylord
     Class A Common Stock.
(19) Based on information set forth in Schedule 13G dated February 14, 1997
     filed with the SEC by T. Rowe Price Associates, Inc., an investment advisor
     ("TRPAI"). TRPAI reported that it has shared voting power with respect to
     250,181 shares of Old Gaylord Class A Common Stock and sole dispositive
     power with respect to 2,708,702 shares of Old Gaylord Class A Common Stock.
(20) Includes 754,008 shares issuable upon the exercise of options.
 
                                       57

<PAGE>   60
 
                          DESCRIPTION OF CAPITAL STOCK
 
GENERAL
 
   
     In accordance with the Distribution Agreement, prior to the Time of
Distribution, Old Gaylord will cause New Gaylord to amend and restate its
Certificate of Incorporation to, among other things, (i) authorize one class of
common stock of New Gaylord, (ii) increase the currently authorized number of
shares of common stock of New Gaylord to 150,000,000 shares of New Gaylord
Common Stock, (iii) convert the 1,000 shares of New Gaylord common stock,
$100.00 par value, currently outstanding into that number of shares of New
Gaylord Common Stock equal to one-third the total number of shares of Old
Gaylord Common Stock outstanding immediately prior to the Record Date, and (iv)
authorize 100,000,000 shares of Preferred Stock. Based on the number of shares
of Old Gaylord Common Stock outstanding at June 19, 1997, the 1,000 shares of
New Gaylord common stock would be converted into 32,131,188 shares of New
Gaylord Common Stock, all of which will be distributed to Old Gaylord's
stockholders in the Distribution.
    
 
COMMON STOCK
 
     Holders of New Gaylord Common Stock will be entitled to one vote for each
share of New Gaylord Common Stock held of record on all matters on which
stockholders are entitled to vote. There will be no cumulative voting rights and
holders of New Gaylord Common Stock will not have preemptive rights. All issued
and outstanding shares of New Gaylord Common Stock to be distributed to Old
Gaylord's stockholders in the Distribution will be validly issued, fully paid,
and nonassessable. Holders of New Gaylord Common Stock will be entitled to such
dividends as may be declared from time to time by the New Gaylord Board of
Directors out of funds legally available for that purpose. See "Dividend
Policy." Upon dissolution, holders of New Gaylord Common Stock will be entitled
to share pro rata in the assets of New Gaylord remaining after payment in full
of all its liabilities and obligations, including payment of the liquidation
preference, if any, of any preferred stock then outstanding.
 
PREFERRED STOCK
 
     The New Gaylord Board of Directors, without further action by the
stockholders, will be authorized to issue up to 100,000,000 shares of Preferred
Stock in one or more series and to designate as to any such series the dividend
rate, redemption prices, preferences on liquidation or dissolution, conversion
rights, voting rights, and any other preferences, and relative, participating,
optional, or other special rights and qualifications, limitations, or
restrictions. The rights of the holders of New Gaylord Common Stock will be
subject to, and may be affected adversely by, the rights of the holders of any
Preferred Stock that may be issued in the future. Issuance of a new series of
Preferred Stock, while providing desirable flexibility in connection with
possible acquisitions or other corporate purposes, could have the effect of
making it more difficult for a third party to acquire, or of discouraging a
third party from acquiring, a majority of the outstanding voting stock of New
Gaylord. New Gaylord has no present plans to issue any shares of Preferred
Stock.
 
NYSE LISTING
 
     New Gaylord has applied to list on the NYSE the shares of New Gaylord
Common Stock to be distributed in the Distribution. The current rules of the
NYSE effectively preclude the listing on the NYSE of any securities of an issuer
which has issued securities or taken other corporate action that would have the
effect of nullifying, restricting, or disparately reducing the per share voting
rights of holders of an outstanding class or classes of equity securities
registered under Section 12 of the Exchange Act. New Gaylord does not intend to
issue any additional shares of any class of stock that would make the New
Gaylord Common Stock ineligible for continued listing or cause the New Gaylord
Common Stock to be delisted from the NYSE.
 
TRANSFER AGENT AND REGISTRAR
 
     New Gaylord intends to appoint SunTrust Bank, Atlanta, Old Gaylord's
current transfer agent, as the Transfer Agent and Registrar for the New Gaylord
Common Stock.
 
                                       58

<PAGE>   61
 
REDEMPTION PROVISION
 
     Applicable law requires that the total percentage of shares of New Gaylord
capital stock owned of record or voted by non-United States persons or entities
shall not exceed 25% and contains certain other restrictions on stock ownership.
Under Article IV(D) of the Restated Certificate, New Gaylord has the right to
prohibit the ownership or voting, or to redeem outstanding shares, of its
capital stock if the Board of Directors determines that such prohibition or
redemption is necessary to prevent the loss or secure the reinstatement of any
governmental license or franchise held by New Gaylord or to otherwise comply
with the Communications Act or any other similar legislation affecting New
Gaylord.
 
THE DELAWARE BUSINESS COMBINATION ACT
 
     New Gaylord is a Delaware corporation and, from and after the Time of
Distribution, will be subject to the provisions of Section 203 of the General
Corporation Law of the State of Delaware (the "DGCL"). In general, Section 203
provides that a Delaware corporation may not, for a period of three years,
engage in any of a broad range of business combinations with a person or
affiliate or associate of such person who is an "interested stockholder"
(defined generally as a person who, together with affiliates and associates,
owns (or within three years, did own) 15% or more of a corporation's outstanding
voting stock) unless: (a) the transaction resulting in a person's becoming an
interested stockholder, or the business combination, is approved by the board of
directors of the corporation before the person becomes an interested
stockholder; (b) the interested stockholder acquires 85% or more of the
outstanding voting stock of the corporation in the same transaction that makes
it an interested stockholder; or (c) on or after the date the person becomes an
interested stockholder, the business combination is approved by the
corporation's board of directors and by the holders of at least 66 2/3% of the
corporation's outstanding voting stock. It is currently anticipated that the New
Gaylord Board of Directors will approve the acquisition in the Distribution of
shares of New Gaylord Common Stock by the Voting Trustees, collectively, and
Edward L. Gaylord, individually, and thereby exempt such persons from the
application of DGCL Section 203.
 
CERTAIN RESTATED CERTIFICATE AND BY-LAW PROVISIONS
 
  General
 
   
     Certain provisions of the Restated Certificate and New Gaylord's By-laws
(the "By-laws") could have an antitakeover effect. These provisions are intended
to enhance the likelihood of continuity and stability in the composition of the
New Gaylord Board of Directors and in the policies formulated by the New Gaylord
Board of Directors and to discourage certain types of transactions described
below, which may involve an actual or threatened change of control of New
Gaylord. The provisions are designed to reduce the vulnerability of New Gaylord
to an unsolicited proposal for a takeover of New Gaylord that does not
contemplate the acquisition of all of its outstanding shares or an unsolicited
proposal for the restructuring or sale of all or part of New Gaylord. The
provisions are also intended to discourage certain tactics that may be used in
proxy fights. New Gaylord's Board of Directors believes that, as a general rule,
such takeover proposals would not be in the best interests of New Gaylord and
its stockholders.
    
 
   
  Classified Board
    
 
   
     The Restated Certificate provides for New Gaylord's Board of Directors to
be divided into three classes of directors serving staggered three-year terms.
As a result, approximately one-third of New Gaylord's Board of Directors will be
elected each year. In addition, under the DGCL, the directors on a classified
board may be removed from office only for cause and only by the affirmative vote
of holders of a majority of the outstanding voting stock. The overall effect of
the provisions in the Restated Certificate with respect to the classified Board
may be to render more difficult a change in control of New Gaylord or the
removal of incumbent management.
    
 
  Special Meetings of Stockholders; Action by Written Consent
 
   
     The Restated Certificate provides that no action may be taken by
stockholders except at an annual or special meeting of stockholders and
prohibits action by written consent in lieu of a meeting. The Restated
Certificate provides that special meetings of stockholders of New Gaylord may be
called only by the Chairman or by a majority of the members of New Gaylord's
Board of Directors. This provision will make it more difficult for stockholders
to take action opposed by New Gaylord's Board of Directors.
    
 
                                       59

<PAGE>   62
 
  Advance Notice Requirements for Stockholder Proposals and Director Nominations
 
     The By-laws establish an advance notice procedure for the nomination, other
than by or at the direction of New Gaylord's Board of Directors or a committee
thereof, of candidates for election as directors as well as for other
stockholder proposals to be considered at stockholders' meetings. These
limitations on stockholder proposals do not restrict a stockholder's right to
include proposals in New Gaylord's annual proxy materials pursuant to rules
promulgated under the Exchange Act. The purpose of requiring advance notice is
to afford New Gaylord's Board of Directors an opportunity to consider the
qualification of the proposed nominees or the merits of other stockholder
proposals and, to the extent deemed necessary or desirable by New Gaylord's
Board of Directors, to inform stockholders about those matters.
 
   
  Restated Certificate and By-laws Amendments
    
 
   
     The Restated Certificate requires the affirmative vote of the holders of at
least 66 2/3% of the voting power of New Gaylord's capital stock in order to
amend certain of its provisions, including any provisions concerning (i) the
classified board, (ii) the amendment of the By-laws, (iii) any proposed
compromise or arrangement between New Gaylord and its creditors, (iv) the
authority of stockholders to act by written consent or to call a special
meeting, (v) the liability of directors, and (vi) the percentage of votes
represented by capital stock required to approve certain amendments to the
Restated Certificate. These voting requirements will make it more difficult for
stockholders to make changes in the Restated Certificate which would be designed
to facilitate the exercise of control over New Gaylord. In addition, the
requirement of approval by at least a 66 2/3% stockholder vote will enable the
holders of a minority of the voting securities of New Gaylord to prevent the
holders of a majority or more of such securities from amending such provisions.
In addition, the Restated Certificate provides that the By-laws may only be
amended by stockholders by the affirmative vote of 66 2/3% of New Gaylord's
outstanding voting stock. After giving effect to the Distribution, the directors
and executive officers of New Gaylord, together with the Voting Trust, will hold
in the aggregate approximately 41.1% of the voting power of New Gaylord. See
"SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT."
    
 
  Indemnification and Insurance
 
     Pursuant to authority conferred by DGCL Section 102(b)(7), the Restated
Certificate contains a provision providing that no director of New Gaylord shall
be liable to it or its stockholders for monetary damages for breach of fiduciary
duty as a director, except to the extent that such exemption from liability or
limitation thereof is not permitted under the DGCL as then in effect or as the
same may be amended. This provision is intended to eliminate the risk that a
director might incur personal liability to New Gaylord or its stockholders for
breach of the duty of care.
 
     DGCL Section 145 contains provisions permitting, and in some situations
requiring, Delaware corporations, such as New Gaylord, to provide
indemnification to their officers and directors for losses and litigation
expenses incurred in connection with their service to the corporation in those
capacities. The By-laws of New Gaylord contain provisions requiring
indemnification by New Gaylord of, and advancement of expenses to, its directors
and officers to the fullest extent permitted by law. Among other things, these
provisions provide indemnification for New Gaylord's officers and directors
against liabilities for judgments in and settlements of lawsuits and other
proceedings and for the advance and payment of fees and expenses reasonably
incurred by the director or officer in defense of any such lawsuit or
proceeding.
 
   
     New Gaylord intends to purchase and maintain insurance on behalf of any
person who is or was a director or officer of New Gaylord, or is now or was a
director or officer of New Gaylord serving at the request of New Gaylord as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust, employee benefit plan, or other enterprise, against any
liability asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not New Gaylord would have the
power or the obligation to indemnify him against such liability under the
provisions of the By-laws.
    
 
                                       60

<PAGE>   63
 
                         INDEX TO FINANCIAL STATEMENTS
 

<TABLE>
<CAPTION>
                                                              PAGE
                                                              ----
<S>                                                           <C>
NEW GAYLORD ENTERTAINMENT COMPANY CONSOLIDATED FINANCIAL
  STATEMENTS
  Report of Independent Public Accountants..................   F-2
  Consolidated Statements of Income for the years ended
     December 31, 1996, 1995 and 1994.......................   F-3
  Consolidated Balance Sheets as of December 31, 1996 and
     1995...................................................   F-4
  Consolidated Statements of Cash Flows for the years ended
     December 31, 1996, 1995, and 1994......................   F-5
  Consolidated Statements of Stockholder's Equity for the
     years ended December 31, 1996, 1995, and 1994..........   F-6
  Notes to Consolidated Financial Statements................   F-7
NEW GAYLORD ENTERTAINMENT COMPANY UNAUDITED CONDENSED
  CONSOLIDATED FINANCIAL STATEMENTS
  Condensed Consolidated Statements of Income for the three
     months ended March 31, 1997 and 1996...................  F-16
  Condensed Consolidated Balance Sheets as of March 31, 1997
     and December 31, 1996..................................  F-17
  Condensed Consolidated Statements of Cash Flows for the
     three months ended March 31, 1997 and 1996.............  F-18
  Notes to Condensed Consolidated Financial Statements......  F-19
NEW GAYLORD ENTERTAINMENT COMPANY UNAUDITED PRO FORMA
  CONSOLIDATED FINANCIAL STATEMENTS
  Unaudited Pro Forma Consolidated Financial Statements.....  F-21
  Unaudited Pro Forma Consolidated Statement of Income for
     the three months ended March 31, 1997..................  F-22
  Unaudited Pro Forma Consolidated Statement of Income for
     the year ended December 31, 1996.......................  F-23
  Unaudited Pro Forma Consolidated Balance Sheet as of March
     31, 1997...............................................  F-24
</TABLE>

 
     The schedules for which provision is made in the applicable accounting
regulations of the Securities and Exchange Commission are not required under the
related instructions or are inapplicable and, therefore, have been omitted.
 
                                       F-1

<PAGE>   64
 

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
 
To New Gaylord Entertainment Company:
 
     We have audited the accompanying consolidated balance sheets of New Gaylord
Entertainment Company (a Delaware corporation and a wholly owned subsidiary of
Gaylord Entertainment Company) and its subsidiaries as of December 31, 1996 and
1995, and the related consolidated statements of income, stockholder's equity
and cash flows for each of the three years in the period ended December 31,
1996. These financial statements are the responsibility of New Gaylord's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
 
     We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
 
     The accompanying financial statements of New Gaylord Entertainment Company
have been prepared from the separate records of New Gaylord maintained by
Gaylord Entertainment Company and may not be necessarily indicative of the
conditions that would have existed or the results of operations if New Gaylord
had been operated as an unaffiliated company. Portions of certain expenses
represent corporate expenses of Gaylord Entertainment Company as a whole for
which Gaylord Entertainment Company maintains the related assets or liabilities.
 
     In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of New Gaylord Entertainment
Company and its subsidiaries as of December 31, 1996 and 1995, and the results
of their operations and their cash flows for each of the three years in the
period ended December 31, 1996 in conformity with generally accepted accounting
principles.
 
                                          Arthur Andersen LLP
 
Nashville, Tennessee
April 4, 1997

 
                                       F-2

<PAGE>   65
 
               NEW GAYLORD ENTERTAINMENT COMPANY AND SUBSIDIARIES
          (A WHOLLY OWNED SUBSIDIARY OF GAYLORD ENTERTAINMENT COMPANY)
                       CONSOLIDATED STATEMENTS OF INCOME
              FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
                             (AMOUNTS IN THOUSANDS)
 

<TABLE>
<CAPTION>
                                                                1996       1995       1994
                                                              --------   --------   --------
<S>                                                           <C>        <C>        <C>
Revenues....................................................  $747,158   $707,460   $687,931
Operating expenses:
  Operating costs...........................................   443,236    442,177    427,853
  Selling, general and administrative.......................   125,456    115,355    108,624
  Depreciation and amortization.............................    48,856     38,086     32,945
                                                              --------   --------   --------
     Operating income.......................................   129,610    111,842    118,509
Interest expense............................................   (49,880)   (40,856)   (27,578)
Interest income.............................................    21,580      5,968        738
Other gains (losses)........................................    72,220     (8,088)   (15,172)
                                                              --------   --------   --------
Income from continuing operations before provision for
  income taxes..............................................   173,530     68,866     76,497
Provision for income taxes..................................    62,947     27,500     29,451
                                                              --------   --------   --------
  Income from continuing operations.........................   110,583     41,366     47,046
Discontinued operations, net of taxes.......................        --     42,998         --
                                                              --------   --------   --------
  Net income................................................  $110,583   $ 84,364   $ 47,046
                                                              ========   ========   ========
</TABLE>

 
        The accompanying notes are an integral part of these statements.
 
                                       F-3

<PAGE>   66
 
               NEW GAYLORD ENTERTAINMENT COMPANY AND SUBSIDIARIES
          (A WHOLLY OWNED SUBSIDIARY OF GAYLORD ENTERTAINMENT COMPANY)
                          CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 1996 AND 1995
                   (AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)
 

<TABLE>
<CAPTION>
                                                                 1996         1995
                                                              ----------   ----------
<S>                                                           <C>          <C>
                                       ASSETS
Current assets:
  Cash......................................................  $    9,785   $    8,863
  Trade receivables, less allowance of $3,276 and $3,297,
     respectively...........................................     108,643      105,779
  Program rights............................................      14,072       26,583
  Other assets..............................................      45,975       48,222
                                                              ----------   ----------
          Total current assets..............................     178,475      189,447
                                                              ----------   ----------
Program rights..............................................      26,472       37,641
Property and equipment, net of accumulated depreciation.....     640,319      571,549
Intangible assets, net of accumulated amortization..........      39,363       36,935
Investments.................................................      65,190       63,817
Long-term notes and interest receivable.....................     184,138      163,158
Other assets................................................      18,669        9,295
                                                              ----------   ----------
          Total assets......................................  $1,152,626   $1,071,842
                                                              ==========   ==========
                        LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
  Accounts payable and accrued liabilities..................  $   84,276   $   94,748
  Program contracts payable.................................      14,943       23,574
                                                              ----------   ----------
          Total current liabilities.........................      99,219      118,322
                                                              ----------   ----------
Payable to Old Gaylord......................................     476,316      554,488
Program contracts payable...................................      24,661       34,058
Deferred income taxes.......................................     129,381      140,480
Other liabilities...........................................       6,991        7,858
Minority interest...........................................      14,847       13,008
Commitments and contingencies
Stockholder's equity:
  Common stock, $100 par value, 10,000 shares authorized,
     1,000 shares issued and outstanding....................         100          100
  Class B common stock, $.01 par value, 10,000 shares
     authorized, no shares issued or outstanding............          --           --
Additional paid-in capital..................................      92,400        5,400
Retained earnings...........................................     308,711      198,128
                                                              ----------   ----------
          Total stockholder's equity........................     401,211      203,628
                                                              ----------   ----------
          Total liabilities and stockholder's equity........  $1,152,626   $1,071,842
                                                              ==========   ==========
</TABLE>

 
        The accompanying notes are an integral part of these statements.
 
                                       F-4

<PAGE>   67
 
               NEW GAYLORD ENTERTAINMENT COMPANY AND SUBSIDIARIES
          (A WHOLLY OWNED SUBSIDIARY OF GAYLORD ENTERTAINMENT COMPANY)
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
                             (AMOUNTS IN THOUSANDS)
 

<TABLE>
<CAPTION>
                                                             1996         1995         1994
                                                           ---------    ---------    ---------
<S>                                                        <C>          <C>          <C>
Cash Flows from Operating Activities:
  Net income.............................................  $ 110,583    $  84,364    $  47,046
  Amounts to reconcile net income to net cash flows
     provided by operating activities:
     Depreciation and amortization.......................     48,856       38,086       32,945
     Provision (benefit) for deferred income taxes.......      4,596          460       (1,121)
     Write-down of television program rights.............         --       13,302           --
     Noncash interest income.............................    (20,479)      (4,970)          --
     Discontinued operations, net of taxes...............         --      (42,998)          --
     Provision for losses on disposal of Fiesta Texas
       partnership interest..............................         --        5,529       26,000
     Gain on sale of television stations.................    (73,850)          --      (10,689)
     Changes in:
       Trade receivables.................................     (8,974)      (6,703)     (19,522)
       Program rights and program contracts payable......     (3,667)      12,042         (100)
       Accounts payable and accrued liabilities..........       (631)      (1,658)      14,102
       Other, net........................................     (7,002)      (6,494)      (5,430)
                                                           ---------    ---------    ---------
          Net cash flows provided by operating
            activities...................................     49,432       90,960       83,231
                                                           ---------    ---------    ---------
Cash Flows from Investing Activities:
  Proceeds from sale of discontinued operations, net of
     direct selling costs................................         --      190,838           --
  Purchase of minority interest in discontinued
     operations..........................................         --      (10,585)          --
  Proceeds from sale of television stations, net of
     direct selling costs................................     96,840           --       13,231
  Investments in, advances to and distributions from
     affiliates, net.....................................        237        1,912       (5,017)
  Purchases of property and equipment, net...............   (115,542)    (175,225)    (134,947)
  Payment upon disposal of Fiesta Texas partnership
     interest............................................    (12,976)          --           --
  Other, net.............................................     (9,078)      (4,167)         249
                                                           ---------    ---------    ---------
          Net cash flows provided by (used in) investing
            activities...................................    (40,519)       2,773     (126,484)
                                                           ---------    ---------    ---------
Cash Flows from Financing Activities:
  Borrowings from (repayments to) Old Gaylord, net.......     (6,960)     (97,618)      37,595
  Borrowings (repayments) of long-term debt, net.........     (1,031)        (453)          17
                                                           ---------    ---------    ---------
          Net cash flows provided by (used in) financing
            activities...................................     (7,991)     (98,071)      37,612
                                                           ---------    ---------    ---------
Cash Flows from Discontinued Operations:
  Operating activities...................................         --       16,758       30,995
  Investing activities...................................         --      (12,985)     (21,474)
  Increase in cash balance...............................         --        2,856       (1,340)
                                                           ---------    ---------    ---------
          Net cash flows provided by discontinued
            operations...................................         --        6,629        8,181
                                                           ---------    ---------    ---------
Net change in cash.......................................        922        2,291        2,540
Cash, beginning of year..................................      8,863        6,572        4,032
                                                           ---------    ---------    ---------
Cash, end of year........................................  $   9,785    $   8,863    $   6,572
                                                           =========    =========    =========
</TABLE>

 
        The accompanying notes are an integral part of these statements.
 
                                       F-5

<PAGE>   68
 
               NEW GAYLORD ENTERTAINMENT COMPANY AND SUBSIDIARIES
          (A WHOLLY OWNED SUBSIDIARY OF GAYLORD ENTERTAINMENT COMPANY)
                CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY
              FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
                             (AMOUNTS IN THOUSANDS)
 

<TABLE>
<CAPTION>
                                                    CLASS B   ADDITIONAL                  TOTAL
                                           COMMON   COMMON     PAID-IN     RETAINED   STOCKHOLDER'S
                                           STOCK     STOCK     CAPITAL     EARNINGS      EQUITY
                                           ------   -------   ----------   --------   -------------
<S>                                        <C>      <C>       <C>          <C>        <C>
Balance, December 31, 1993...............   $100      $ --     $   400     $ 66,718     $ 67,218
  Net income.............................     --        --          --       47,046       47,046
                                            ----      ----     -------     --------     --------
Balance, December 31, 1994...............    100        --         400      113,764      114,264
  Net income.............................     --        --          --       84,364       84,364
  Capital contribution...................     --        --       5,000           --        5,000
                                            ----      ----     -------     --------     --------
Balance, December 31, 1995...............    100        --       5,400      198,128      203,628
  Net income.............................     --        --          --      110,583      110,583
  Capital contribution...................     --        --      87,000           --       87,000
                                            ----      ----     -------     --------     --------
Balance, December 31, 1996...............   $100      $ --     $92,400     $308,711     $401,211
                                            ====      ====     =======     ========     ========
</TABLE>

 
        The accompanying notes are an integral part of these statements.
 
                                       F-6

<PAGE>   69
 
               NEW GAYLORD ENTERTAINMENT COMPANY AND SUBSIDIARIES
          (A WHOLLY OWNED SUBSIDIARY OF GAYLORD ENTERTAINMENT COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             (AMOUNTS IN THOUSANDS)
 
1.  DESCRIPTION OF THE BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
 
     New Gaylord Entertainment Company ("New Gaylord"), formerly Gaylord
Broadcasting Company, is a wholly owned subsidiary of Gaylord Entertainment
Company ("Old Gaylord"). New Gaylord is a diversified entertainment and
communications company operating, through its subsidiaries, principally in three
business segments: hospitality and attractions, broadcasting and music, and
cable networks. Subsequent to December 31, 1996, Old Gaylord entered into a
definitive agreement with Westinghouse Electric Corporation ("Westinghouse")
whereby substantially all of the assets and liabilities of the cable networks
segment will be acquired by Westinghouse as further described in Note 2. New
Gaylord sold its cable television systems segment (the "Systems") on September
29, 1995. Prior to the sale, the Systems were accounted for as discontinued
operations in the accompanying consolidated financial statements as further
described in Note 4.
 
HOSPITALITY AND ATTRACTIONS
 
     New Gaylord owns and operates the Opryland entertainment complex in
Nashville, Tennessee and various other Nashville-based tourist attractions. The
Opryland complex primarily includes the Opryland Hotel, the Opryland theme park
and the Grand Ole Opry. New Gaylord also owns a minority limited partnership
interest in Bass Pro, L.P. ("Bass Pro"), which is a leading retailer of premium
outdoor sporting goods and fishing products.
 
BROADCASTING AND MUSIC
 
     At December 31, 1996, New Gaylord owned and operated two broadcast
television stations: KTVT (Dallas-Fort Worth, Texas) and KSTW (Tacoma-Seattle,
Washington). In January 1997, New Gaylord announced it had entered into a
definitive agreement to sell KSTW as further described in Note 2. New Gaylord
sold its television station KHTV (Houston, Texas) in January 1996 as further
described in Note 3. New Gaylord affiliated KTVT and KSTW with CBS, Inc. during
1995. In addition, New Gaylord owns and operates three radio stations in
Nashville, Tennessee and a music publishing company.
 
CABLE NETWORKS
 
     New Gaylord owns The Nashville Network ("TNN") which is a national basic
cable television network carried by substantially all United States cable
operators, as well as by many Canadian cable services. In addition, New Gaylord
operates and owns 67% of the outstanding stock of Country Music Television, Inc.
("CMT"), a country music video cable network. CMT Europe, a country music video
cable network established to provide service to Europe, was launched in October
1992. CMT expanded into the Asia-Pacific region in October 1994 and into Latin
America in April 1995.
 
BASIS OF PRESENTATION
 
     The consolidated financial statements include the accounts of New Gaylord
and all of its majority owned subsidiaries. All assets, liabilities, revenues
and expenses in the accompanying financial statements have been derived from the
separate records or identified costs maintained by Old Gaylord with the
exception of the allocation of certain expenses incurred by Old Gaylord on
behalf of New Gaylord. Those allocated expenses primarily consist of interest
charged to New Gaylord on funds obtained through financing arrangements of Old
Gaylord and certain corporate overhead expenses of Old Gaylord. Management
estimates that such interest charges and other allocated expenses approximate
the expenses which would have been incurred had New Gaylord operated on a
stand-alone basis. However, the consolidated financial information included
herein may not necessarily reflect the consolidated results of operations,
financial position, changes in stockholder's equity and cash flows of New
Gaylord in the future or what such financial information would have been had New
 
                                       F-7

<PAGE>   70
 
Gaylord been a separate, stand-alone entity during the periods presented. All
significant intercompany accounts and transactions have been eliminated in
consolidation.
 
PROGRAM RIGHTS
 
   
     New Gaylord acquires exhibition rights for certain theatrical and
television programs. The program rights are recorded at the gross contract
amount when certain conditions are met, including availability of the program
for broadcast, and are amortized over the shorter of the estimated number of
program showings or the contract periods. Program rights are continually
evaluated for impairment based upon undiscounted cash flows to be derived from
related program rights. The current portion of program rights represents those
rights currently available for telecast which will be amortized in the
succeeding year. New Gaylord had commitments for program rights and related
program contract payables of $8,850 and $32,507 at December 31, 1996 and 1995,
respectively, which were not available for telecast until a future date. These
amounts are not included in the accompanying consolidated balance sheets.
    
 
     During 1995, New Gaylord recorded a pre-tax charge to operations of $13,302
for the write-down to net realizable value of certain program rights. The
write-down is primarily related to excess program rights resulting from the
affiliation of KTVT and KSTW with CBS.
 
PROPERTY AND EQUIPMENT
 
     Property and equipment are stated at cost, including interest on funds
borrowed to finance the construction of major capital additions, and are
depreciated or amortized using straight-line and accelerated methods over the
following estimated useful lives:
 

<TABLE>
<S>                                                           <C>
Buildings...................................................  20-40 years
Leasehold and land improvements.............................     20 years
Theme park rides and attractions............................  15-20 years
Furniture, equipment and vehicles...........................   3-10 years
</TABLE>

 
     Effective January 1, 1994, New Gaylord changed to the straight-line method
of depreciation for substantially all newly acquired property. Maintenance and
repairs are charged to expense as incurred.
 
INTANGIBLE ASSETS
 
     Intangible assets consist primarily of goodwill which is amortized using
the straight-line method over a period not to exceed 40 years. New Gaylord
continually evaluates whether later events and circumstances have occurred that
indicate the remaining balance of goodwill may not be recoverable. In evaluating
possible impairment, New Gaylord uses the most appropriate method of evaluation
given the circumstances surrounding the particular acquisition, which has
generally been an estimate of the related business unit's undiscounted operating
income before interest and taxes over the remaining life of the goodwill.
 
     Amortization expense related to intangible assets for 1996, 1995 and 1994
was $3,212, $2,445 and $2,118, respectively. At December 31, 1996 and 1995,
accumulated amortization of intangible assets was $14,817 and $15,304,
respectively.
 
INVESTMENTS
 
     Investments consist primarily of the minority interest in Bass Pro, which
distributes its products through retail centers and an extensive mail order
catalog operation. Bass Pro also owns and operates a resort hotel and
development in Southern Missouri. New Gaylord accounts for the Bass Pro
investment using the equity method of accounting. New Gaylord's original
investment exceeded its share of the underlying equity in the net assets of Bass
Pro by approximately $36,000, which is being amortized on a straight-line basis
over 40 years. New Gaylord's recorded investment in Bass Pro was $62,852 and
$62,537 at December 31, 1996 and 1995, respectively.
 
OTHER ASSETS
 
     Other current and long-term assets consist primarily of program
inventories, merchandise inventories, deferred preopening expenses and prepaid
expenses. Program inventories, $20,175 and $22,484 in 1996 and
 
                                       F-8

<PAGE>   71
 
   
1995, respectively, are amortized at a rate based upon the broadcast periods of
the programs and the revenues estimated to be earned over these periods, and are
continually evaluated for impairment based upon undiscounted cash flows to be
derived from the related programming assets. Inventories of $15,436 and $15,111
in 1996 and 1995, respectively, consist primarily of merchandise held for resale
and are priced at the lower of average cost or market. To provide for a better
matching of revenues and expenses, New Gaylord defers expenses prior to a new
venture becoming operational. These deferred preopening expenses, $12,335 and
$7,387 in 1996 and 1995, respectively, are amortized on a straight-line basis.
Prepaid expenses were $11,784 and $10,295 in 1996 and 1995, respectively.
    
 
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
 
     Accounts payable and accrued liabilities at December 31 consisted of:
 

<TABLE>
<CAPTION>
                                                               1996         1995
                                                              -------      -------
<S>                                                           <C>          <C>
Trade accounts payable......................................  $ 9,644      $15,027
Commissions payable.........................................   16,877       15,954
Accrued royalties...........................................   10,153       10,617
Deferred revenues...........................................   15,174       11,472
Accrued salaries and benefits...............................    4,805        3,616
Property and other taxes payable............................   10,089        8,835
Other accrued liabilities...................................   17,534       29,227
                                                              -------      -------
          Total accounts payable and accrued liabilities....  $84,276      $94,748
                                                              =======      =======
</TABLE>

 
     Other accrued liabilities included approximately $15,000 in 1995 for the
liabilities related to the disposal of New Gaylord's 14% limited partnership
interest in the Fiesta Texas theme park, as further described in Note 3. Accrued
royalties consist primarily of music royalties and licensing fees at New
Gaylord's television stations, cable networks and music publishing business.
Deferred revenues consist primarily of deposits on advance room bookings at the
Opryland Hotel and advance ticket sales at the Opryland theme park and the Grand
Ole Opry.
 
PAYABLE TO OLD GAYLORD
 
     Old Gaylord has a centralized cash management system whereby cash is made
available to New Gaylord for normal operating activities when needed and excess
cash is transferred back to Old Gaylord when available. The net effect of these
cash transactions is included in the payable to Old Gaylord in the consolidated
balance sheets and is presented as borrowings from (repayments to) Old Gaylord
in the consolidated statements of cash flows.
 
STOCK PLANS AND STOCK BASED COMPENSATION
 
     Old Gaylord provides stock option and incentive plans in which certain of
New Gaylord's key employees are eligible to participate. Statement of Financial
Accounting Standards ("SFAS") No. 123, "Accounting for Stock-Based
Compensation," encourages, but does not require, companies to record
compensation cost for stock-based employee compensation plans at fair value. New
Gaylord has chosen to continue to account for stock-based compensation using the
intrinsic value method as prescribed in Accounting Principles Board Opinion No.
25, "Accounting for Stock Issued to Employees." In addition, based on the number
of the options outstanding and the historical and expected future trends of
factors affecting valuation of those options, management believes that any
compensation cost which would be expected on New Gaylord's financial statements
under SFAS No. 123 attributable to options granted is immaterial.
 
RETIREMENT PLANS AND POSTRETIREMENT BENEFITS OTHER THAN PENSIONS
 
     Old Gaylord provides a noncontributory defined benefit pension plan in
which substantially all of New Gaylord's employees are eligible to participate
upon meeting the pension plan's participation requirements. The benefits are
based on years of service and compensation levels.
 
                                       F-9

<PAGE>   72
 
     In addition, Old Gaylord has contributory retirement savings plans in which
substantially all of New Gaylord's employees are eligible to participate. Old
Gaylord contributes an amount equal to the lesser of one-half of the amount of
the employee's contribution or 3% of the employee's salary.
 
     Old Gaylord also sponsors unfunded defined benefit postretirement health
care and life insurance plans for certain of New Gaylord's employees. Under this
plan, Old Gaylord contributes toward the cost of health insurance benefits and
contributes the full cost of providing life insurance benefits. In order to be
eligible for these postretirement benefits, an employee must retire after
attainment of age 55 and completion of 15 years of service, or attainment of age
65 and completion of 10 years of service.
 
     All of the plans discussed above are administered and funded by Old Gaylord
which also maintains the related assets and liabilities on its records.
 
INCOME TAXES
 
     New Gaylord's operations are included in the consolidated income tax return
filed by Old Gaylord and the current liability for federal income taxes payable
is recorded by Old Gaylord. The provision for income taxes in New Gaylord's
consolidated financial statements has been calculated on a separate tax return
basis.
 
     In accordance with SFAS No. 109, "Accounting for Income Taxes", New Gaylord
establishes deferred tax liabilities and assets based on the difference between
the financial statement and income tax carrying amounts of assets and
liabilities using existing tax rates.
 
FINANCIAL INSTRUMENTS
 
     Estimated fair values and carrying amounts of New Gaylord's financial
instruments at December 31, 1996 and 1995 are as follows:
 

<TABLE>
<CAPTION>
                                                       1996                  1995
                                                -------------------   -------------------
                                                  FAIR     CARRYING     FAIR     CARRYING
                                                 VALUE      AMOUNT     VALUE      AMOUNT
                                                --------   --------   --------   --------
<S>                                             <C>        <C>        <C>        <C>
Long-term notes and interest receivable.......  $187,279   $184,138   $164,792   $163,158
                                                ========   ========   ========   ========
</TABLE>

 
     The fair value estimates were determined using discounted cash flow
analyses. The discount rate was determined based upon similar instruments. The
carrying amount of short-term financial instruments (cash, trade receivables,
accounts payable and accrued liabilities) approximates fair value due to the
short maturity of those instruments. Credit risk on trade receivables is
minimized by the large and diverse nature of New Gaylord's customer base.
 
ACCOUNTING ESTIMATES
 
     The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the reported
period. Actual results could differ from those estimates.
 
2.  SUBSEQUENT EVENTS:
 
     During January 1997, New Gaylord entered into a definitive agreement to
sell its Tacoma-Seattle, Washington, television station, KSTW, for $160,000 in
cash to Cox Broadcasting, Inc., which subsequently assigned its rights under the
agreement to Paramount Stations Group, Inc. The transaction requires the
approval of the Federal Communications Commission and will result in the
recognition of a gain.
 
     On February 9, 1997, Old Gaylord entered into an agreement (the "Merger
Agreement") with Westinghouse and G Acquisition Corp., a wholly owned subsidiary
of Westinghouse ("Sub"), pursuant to which Sub will be merged (the "Merger")
with and into Old Gaylord, with Old Gaylord continuing as the surviving
corporation and a wholly owned subsidiary of Westinghouse. Prior to the Merger,
Old Gaylord will be restructured (the
 
                                      F-10

<PAGE>   73
 
"Restructuring") so that the assets and liabilities that are part of Old
Gaylord's hospitality, attractions, music, television and radio businesses,
including all of Old Gaylord's long-term debt, as well as the Country Music
Television cable networks outside of the United States and Canada ("CMT
International") and the management of and option to acquire Z Music, Inc. ("Z
Music"), will be transferred to or retained by New Gaylord. As a result of the
Restructuring and the Merger, substantially all of the assets of Old Gaylord's
cable networks business, consisting primarily of TNN and the U.S. and Canadian
operations of CMT, and certain other related businesses (collectively, the
"Cable Networks Business") and certain liabilities to the extent that they arise
out of the Cable Networks Business, will be held by Old Gaylord or one of its
subsidiaries (other than New Gaylord or its subsidiaries after giving effect to
the Restructuring) and will be acquired by Westinghouse in the Merger.
 
     Following the Restructuring and on the day prior to the effective time of
the Merger, Old Gaylord will distribute (the "Distribution") pro rata to its
stockholders all of the outstanding capital stock of New Gaylord. As a result of
the Distribution, each holder of record of Class A Common Stock, $.01 par value
("Old Gaylord Class A Common Stock"), and Class B Common Stock, $.01 par value
("Old Gaylord Class B Common Stock," and together with Old Gaylord Class A
Common Stock, "Old Gaylord Common Stock"), of Old Gaylord on the record date for
the Distribution will receive a number of shares of Common Stock, $.01 par
value, of New Gaylord ("New Gaylord Common Stock") equal to one-third the number
of shares of Old Gaylord Common Stock held by such holder, and cash in lieu of
any fractional shares of New Gaylord Common Stock.
 
     In the Merger, Old Gaylord's stockholders will receive shares of
Westinghouse common stock valued at the agreed upon transaction price of
$1,550,000, at a per share consideration to be determined in accordance with the
Merger Agreement that will be based upon the market price of the Westinghouse
common stock and the number of outstanding shares of Old Gaylord Common Stock.
The Distribution and the Merger are subject to the satisfaction or waiver of a
number of conditions, including Old Gaylord stockholder approval of the Merger
and certain regulatory approvals, including an Internal Revenue Service ruling
that the Distribution, the Merger, and certain aspects of the Restructuring will
be tax-free transactions. The Distribution and Merger are expected to occur
during 1997.
 
     In connection with the Merger, New Gaylord and Old Gaylord (or one or more
of their respective subsidiaries) plan to enter into agreements pertaining to
their ongoing business relationship. In addition, each party will agree not to
compete with the other in certain areas of the cable networks industry.
 
3.  ACQUISITIONS AND DIVESTITURES:
 
     In January 1996, New Gaylord sold its Houston, Texas, television station,
KHTV, to Tribune Broadcasting Company for $97,800, including certain working
capital and other adjustments of approximately $4,300. The sale resulted in a
pretax gain of $73,850 which is included in other gains (losses) in the
consolidated statements of income. The sale of the television station included
program rights of $32,235 and related program contracts payable of $23,766.
 
     In December 1995 and December 1994, New Gaylord recorded pretax losses of
$5,529 and $26,000, respectively, included in other gains (losses) in the
consolidated statements of income, to reflect losses related to the January 1996
disposal of its 14% limited partnership interest in the Fiesta Texas theme park.
The charges were based on the permanent impairment in the value of the
investment and New Gaylord's guarantee on certain indebtedness related to the
original construction of Fiesta Texas. New Gaylord paid $12,976 to transfer its
partnership interest and related obligations to a subsidiary of USAA, the
majority investor, in January 1996. In connection with New Gaylord's termination
of its interest in Fiesta Texas, New Gaylord was released from the loan
guarantee.
 
     Sinclair Broadcast Group, Inc. ("Sinclair") purchased the non-license
assets of New Gaylord's WVTV television station in Milwaukee, Wisconsin, in May
1994. Total proceeds from the sale of the non-license assets were $18,231,
resulting in a pretax gain of $10,689, which is included in other gains (losses)
in the 1994 consolidated statement of income. Sinclair retained an option to
purchase the license assets of WVTV which it subsequently assigned to Glencairn,
Ltd., which exercised the option and purchased the license assets in July 1995.
 
                                      F-11

<PAGE>   74
 
4.  DISCONTINUED OPERATIONS:
 
     On September 29, 1995, New Gaylord completed the sale of the Systems to CCT
Holdings Corp. ("CCTH"). Net proceeds, after a working capital adjustment of
$5,512, consisted of $198,800 in cash and a 10-year note receivable with a face
amount of $165,688. The note receivable and related accrued interest are
included in long-term notes and interest receivable in the accompanying
consolidated balance sheets in the amount of $176,138 and $155,658, for 1996 and
1995, respectively, net of a $15,000 discount in both years to reflect the note
at fair value based upon financial instruments of comparable credit risk and
interest rates. The note is currently classified as held to maturity and bears
interest at an initial rate of 12% which increases to 15% in September 2000 and
2% each year thereafter with principal and interest payable at maturity in 2005.
New Gaylord recorded $20,479 and $4,970 of interest income related to the note
receivable during 1996 and 1995, respectively. Immediately prior to the sale,
New Gaylord purchased the remaining 2.9% minority interest in the Systems for
$10,585. In addition, New Gaylord received the contractual right to 15% of the
net distributable proceeds, as defined, from certain future asset sales by the
buyer of the Systems. A significant stockholder and certain directors of Old
Gaylord own, indirectly, less than a 5% interest in CCTH.
 
     New Gaylord recorded a gain in 1995 on the sale of the Systems of $42,998,
net of applicable income taxes of $30,824. The Systems have been accounted for
as discontinued operations and, accordingly, the Systems' losses subsequent to
the November 1993 measurement date, including interest expense on debt that can
be specifically attributed to the Systems, were deferred and are reflected as a
reduction in the gain on the sale of the Systems.
 
     Selected results of operations related to the Systems prior to their sale
are summarized below for the period ended September 29, 1995 and the year ended
December 31, 1994 :
 

<TABLE>
<CAPTION>
                                                                1995       1994
                                                              --------   --------
<S>                                                           <C>        <C>
Revenues....................................................  $ 67,157   $ 85,200
                                                              ========   ========
Depreciation and amortization...............................    39,178     57,383
                                                              ========   ========
Interest expense............................................    17,051     19,728
                                                              ========   ========
Loss before income taxes....................................   (29,344)   (40,975)
Benefit for income taxes....................................     9,831     13,953
Loss deferred subsequent to measurement date................    19,513     27,022
                                                              --------   --------
          Net loss..........................................  $     --   $     --
                                                              ========   ========
</TABLE>

 
     Net cash flows related to the Systems for the period ended September 29,
1995 and the year ended December 31, 1994 were:
 

<TABLE>
<CAPTION>
                                                                1995       1994
                                                              --------   --------
<S>                                                           <C>        <C>
Cash flows from operating activities:
  Net losses from discontinued operations...................  $(19,513)  $(27,022)
  Depreciation and amortization.............................    39,178     57,383
  Other, net................................................    (2,907)       634
                                                              --------   --------
          Net cash flows provided by operating activities...    16,758     30,995
                                                              --------   --------
Cash flows from investing activities:
  Purchases of property and equipment, net..................   (12,924)   (21,625)
  Other, net................................................       (61)       151
                                                              --------   --------
          Net cash flows used in investing activities.......   (12,985)   (21,474)
                                                              --------   --------
Increase (decrease) in cash balance.........................     2,856     (1,340)
                                                              --------   --------
          Net cash flows....................................  $  6,629   $  8,181
                                                              ========   ========
</TABLE>

 
                                      F-12

<PAGE>   75
 
5.  PROPERTY AND EQUIPMENT:
 
     Property and equipment at December 31 is recorded at cost and summarized as
follows:
 

<TABLE>
<CAPTION>
                                                                1996       1995
                                                              --------   --------
<S>                                                           <C>        <C>
Land and improvements.......................................  $105,669   $100,715
Buildings...................................................   478,955    318,105
Furniture, fixtures, and equipment..........................   379,822    327,808
Construction in progress....................................     9,742    128,449
                                                              --------   --------
                                                               974,188    875,077
Accumulated depreciation....................................   333,869    303,528
                                                              --------   --------
Property and equipment, net                                   $640,319   $571,549
                                                              ========   ========
</TABLE>

 
     Depreciation expense for 1996, 1995, and 1994 was $42,101, $33,416, and
$28,953, respectively. Capitalized interest for 1996, 1995, and 1994 was $3,383,
$5,308, and $2,227, respectively.
 
6.  INCOME TAXES:
 
     The provision for income taxes for the years ended December 31 consisted
of:
 

<TABLE>
<CAPTION>
                                                             1996      1995      1994
                                                            -------   -------   -------
<S>                                                         <C>       <C>       <C>
Current:
  Federal provision.......................................  $56,698   $23,179   $28,851
  State provision.........................................    1,653     3,861     1,721
                                                            -------   -------   -------
          Total current provision.........................   58,351    27,040    30,572
                                                            -------   -------   -------
Deferred:
  Federal provision (benefit).............................    3,918      (568)   (2,191)
  State provision.........................................      678     1,028     1,070
                                                            -------   -------   -------
          Total deferred provision (benefit)..............    4,596       460    (1,121)
                                                            -------   -------   -------
          Total provision for income taxes................  $62,947   $27,500   $29,451
                                                            =======   =======   =======
</TABLE>

 
     The effective tax rate as applied to income from continuing operations for
the years ended December 31 differed from the statutory federal rate due to the
following:
 

<TABLE>
<CAPTION>
                                                              1996   1995   1994
                                                              ----   ----   ----
<S>                                                           <C>    <C>    <C>
Statutory federal rate......................................   35%    35%    35%
State taxes.................................................    2      3      3
Other items, net............................................   (1)     2      1
                                                               --     --     --
                                                               36%    40%    39%
                                                               ==     ==     ==
</TABLE>

 
                                      F-13

<PAGE>   76
 
     The components of the net deferred tax liability as of December 31 were:
 

<TABLE>
<CAPTION>
                                                                1996       1995
                                                              --------   --------
<S>                                                           <C>        <C>
Deferred tax assets:
  Amortization..............................................  $ 10,816   $ 10,851
  Accounting reserves and accruals..........................     6,452     17,480
  Other, net................................................     3,987     (4,640)
                                                              --------   --------
          Total deferred tax assets.........................    21,255     23,691
                                                              --------   --------
Deferred tax liabilities:
  Depreciation..............................................    43,916     36,658
  Accounting reserves and accruals..........................   106,720    127,513
                                                              --------   --------
          Total deferred tax liabilities....................   150,636    164,171
                                                              --------   --------
          Net deferred tax liability........................  $129,381   $140,480
                                                              ========   ========
</TABLE>

 
     Provision is made for deferred federal and state income taxes in
recognition of certain temporary differences in reporting items of income and
expense for financial statement purposes and income tax purposes.
 
7.  PAYABLE TO OLD GAYLORD:
 
     New Gaylord has an intercompany account payable to Old Gaylord. New Gaylord
records interest expense on amounts borrowed from Old Gaylord at a rate
equivalent to the prime lending rate plus 1.25%. Interest expense recorded on
amounts payable to Old Gaylord, net of amounts capitalized and amounts deferred
related to the Systems, was $49,385, $40,197 and $26,988 for 1996, 1995 and
1994, respectively.
 
8.  SIGNIFICANT BUSINESS RELATIONSHIP:
 
     Westinghouse is primarily responsible for promoting and marketing TNN, CMT
and CMT International, selling advertising time on TNN and CMT, marketing TNN
and CMT to cable operators, and providing a satellite transponder to deliver TNN
programming to cable systems. In addition, Westinghouse owns 33% of CMT and CMT
International. Westinghouse receives a commission of 33% of TNN's applicable
gross receipts, net of agency commissions, and a commission of 10% of CMT's
gross receipts, net of agency commissions, up to a current maximum of $3,800
annually with regard to CMT, for its services. Westinghouse commissions under
these agreements were approximately $86,600, $73,700 and $65,900 in 1996, 1995
and 1994, respectively. Commissions payable to Westinghouse at December 31, 1996
and 1995, were approximately $15,300 and $15,100 respectively, and are included
in accounts payable and accrued liabilities in the accompanying consolidated
balance sheets.
 
9.  COMMITMENTS AND CONTINGENCIES:
 
     Rental expense was $11,111, $8,259, and $8,247 for 1996, 1995 and 1994,
respectively. Future minimum lease commitments under all noncancelable operating
leases in effect as of December 31, 1996 are as follows:
 

<TABLE>
<S>                                                           <C>
1997........................................................  $ 14,075
1998........................................................    16,224
1999........................................................    16,255
2000........................................................    16,581
2001........................................................     6,508
Years thereafter............................................    58,013
                                                              --------
          Total.............................................  $127,656
                                                              ========
</TABLE>

 
     New Gaylord is involved in certain legal actions and claims on a variety of
matters. It is the opinion of management that such legal actions will not have a
material effect on the results of operations, financial condition or liquidity
of New Gaylord.
 
                                      F-14

<PAGE>   77
 
10.  FINANCIAL REPORTING BY BUSINESS SEGMENTS:
 
     The following reflects New Gaylord's revenues, operating income,
depreciation and amortization, capital expenditures and identifiable assets by
business segment for the years ended or as of December 31:
 

<TABLE>
<CAPTION>
                                                         1996         1995        1994
                                                      ----------   ----------   --------
<S>                                                   <C>          <C>          <C>
Revenues:
  Hospitality and attractions.......................  $  313,023   $  276,638   $274,494
  Broadcasting and music............................     102,368      148,175    169,538
  Cable networks....................................     331,767      282,647    243,899
                                                      ----------   ----------   --------
          Total.....................................  $  747,158   $  707,460   $687,931
                                                      ==========   ==========   ========
Operating income:
  Hospitality and attractions.......................  $   45,941   $   40,215   $ 38,305
  Broadcasting and music............................      23,846       19,578     37,837
  Cable networks....................................      84,884       74,459     63,343
  Corporate.........................................     (25,061)     (22,410)   (20,976)
                                                      ----------   ----------   --------
          Total.....................................  $  129,610   $  111,842   $118,509
                                                      ==========   ==========   ========
Depreciation and amortization:
  Hospitality and attractions.......................  $   28,861   $   21,782   $ 19,040
  Broadcasting and music............................       4,421        3,954      3,854
  Cable networks....................................      12,406        9,522      7,758
  Corporate.........................................       3,168        2,828      2,293
                                                      ----------   ----------   --------
          Total.....................................  $   48,856   $   38,086   $ 32,945
                                                      ==========   ==========   ========
Capital expenditures:
  Hospitality and attractions.......................  $   85,692   $  147,826   $110,695
  Broadcasting and music............................       4,572        8,506      3,728
  Cable networks....................................      21,522       17,229      9,526
  Corporate.........................................       3,756        1,664     10,998
                                                      ----------   ----------   --------
          Total.....................................  $  115,542   $  175,225   $134,947
                                                      ==========   ==========   ========
Identifiable assets:
  Hospitality and attractions.......................  $  643,532   $  565,530   $441,479
  Broadcasting and music............................      86,960      130,742    155,977
  Cable networks....................................     208,482      174,931    147,948
  Corporate.........................................     213,652      200,639     28,423
  Net assets of discontinued operations.............          --           --    214,649
                                                      ----------   ----------   --------
          Total.....................................  $1,152,626   $1,071,842   $988,476
                                                      ==========   ==========   ========
</TABLE>

 
                                      F-15

<PAGE>   78
 
               NEW GAYLORD ENTERTAINMENT COMPANY AND SUBSIDIARIES
          (A WHOLLY OWNED SUBSIDIARY OF GAYLORD ENTERTAINMENT COMPANY)
                  CONDENSED CONSOLIDATED STATEMENTS OF INCOME
               FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996
                                  (UNAUDITED)
                             (AMOUNTS IN THOUSANDS)
 

<TABLE>
<CAPTION>
                                                                1997       1996
                                                              --------   --------
<S>                                                           <C>        <C>
Revenues....................................................  $163,425   $138,857
Operating expenses:
  Operating costs...........................................   102,804     88,944
  Selling, general and administrative.......................    33,176     27,550
  Depreciation and amortization.............................    11,835      8,634
                                                              --------   --------
     Operating income.......................................    15,610     13,729
Interest expense............................................   (10,802)    (9,721)
Interest income.............................................     5,759      5,210
Other gains (losses)........................................      (446)    74,121
                                                              --------   --------
Income before provision for income taxes....................    10,121     83,339
Provision for income taxes..................................     3,358     33,346
                                                              --------   --------
  Net income................................................  $  6,763   $ 49,993
                                                              ========   ========
</TABLE>

 
  The accompanying notes are an integral part of these condensed consolidated
                             financial statements.
 
                                      F-16

<PAGE>   79
 
               NEW GAYLORD ENTERTAINMENT COMPANY AND SUBSIDIARIES
          (A WHOLLY OWNED SUBSIDIARY OF GAYLORD ENTERTAINMENT COMPANY)
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                      MARCH 31, 1997 AND DECEMBER 31, 1996
                                  (UNAUDITED)
                   (AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)
 

<TABLE>
<CAPTION>
                                                              MARCH 31,     DECEMBER 31,
                                                                 1997           1996
                                                              ----------    ------------
<S>                                                           <C>           <C>
                                         ASSETS
Current assets:
  Cash......................................................  $    7,189     $    9,785
  Trade receivables, less allowance of $3,668 and $3,276,
     respectively...........................................     119,664        108,643
  Program rights............................................      17,666         14,072
  Other assets..............................................      59,914         45,975
                                                              ----------     ----------
          Total current assets..............................     204,433        178,475
                                                              ----------     ----------
Program rights..............................................      20,011         26,472
Property and equipment, net of accumulated depreciation.....     642,190        640,319
Intangible assets, net of accumulated amortization..........      38,544         39,363
Investments.................................................      64,915         65,190
Long-term notes and interest receivable.....................     189,604        184,138
Other assets................................................      24,729         18,669
                                                              ----------     ----------
          Total assets......................................  $1,184,426     $1,152,626
                                                              ==========     ==========
 
                          LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
  Accounts payable and accrued liabilities..................  $   94,621     $   84,276
  Program contracts payable.................................      21,676         14,943
                                                              ----------     ----------
          Total current liabilities.........................     116,297         99,219
                                                              ----------     ----------
Payable to Old Gaylord......................................     489,731        476,316
Program contracts payable...................................      16,664         24,661
Deferred income taxes.......................................     133,634        129,381
Other liabilities...........................................       5,344          6,991
Minority interest...........................................      14,782         14,847
Commitments and contingencies
Stockholder's equity:
  Common stock, $100 par value, 10,000 shares authorized,
     1,000 shares issued and outstanding....................         100            100
  Class B common stock, $.01 par value, 10,000 shares
     authorized, no shares issued or outstanding............          --             --
  Additional paid-in capital................................      92,400         92,400
  Retained earnings.........................................     315,474        308,711
                                                              ----------     ----------
          Total stockholder's equity........................     407,974        401,211
                                                              ----------     ----------
          Total liabilities and stockholder's equity........  $1,184,426     $1,152,626
                                                              ==========     ==========
</TABLE>

 
  The accompanying notes are an integral part of these condensed consolidated
                             financial statements.
 
                                      F-17

<PAGE>   80
 
               NEW GAYLORD ENTERTAINMENT COMPANY AND SUBSIDIARIES
          (A WHOLLY OWNED SUBSIDIARY OF GAYLORD ENTERTAINMENT COMPANY)
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996
                                  (UNAUDITED)
                             (AMOUNTS IN THOUSANDS)
 

<TABLE>
<CAPTION>
                                                                1997        1996
                                                              --------    --------
<S>                                                           <C>         <C>
Cash Flows from Operating Activities:
  Net income................................................  $  6,763    $ 49,993
  Amounts to reconcile net income to net cash flows used in
     operating activities:
     Depreciation and amortization..........................    11,835       8,634
     Provision for deferred income taxes....................     4,254       3,627
     Noncash interest income................................    (5,567)     (4,971)
     Gain on sale of television station.....................        --     (73,850)
     Changes in:
       Trade receivables....................................   (11,021)     (5,531)
       Program rights and program contracts payable.........     1,603        (224)
       Accounts payable and accrued liabilities.............    10,344      29,776
       Other, net...........................................   (19,836)    (11,528)
                                                              --------    --------
          Net cash flows used in operating activities.......    (1,625)     (4,074)
                                                              --------    --------
Cash Flows from Investing Activities:
  Proceeds from sale of television station, net of direct
     selling costs..........................................        --      98,544
  Investments in, advances to and distributions from
     affiliates, net........................................        --         549
  Purchases of property and equipment, net..................   (13,535)    (31,551)
  Payment upon disposal of Fiesta Texas partnership
     interest...............................................        --     (12,976)
  Other, net................................................       607      (2,453)
                                                              --------    --------
          Net cash flows provided by (used in) investing
            activities......................................   (12,928)     52,113
                                                              --------    --------
Cash Flows from Financing Activities:
  Borrowings from (repayments to) Old Gaylord, net..........    13,415     (46,656)
  Borrowings (repayments) of long-term debt, net............    (1,458)        151
                                                              --------    --------
          Net cash flows provided by (used in) financing
            activities......................................    11,957     (46,505)
                                                              --------    --------
Net change in cash..........................................    (2,596)      1,534
Cash, beginning of period...................................     9,785       8,863
                                                              --------    --------
Cash, end of period.........................................  $  7,189    $ 10,397
                                                              ========    ========
</TABLE>

 
  The accompanying notes are an integral part of these condensed consolidated
                             financial statements.
 
                                      F-18

<PAGE>   81
 
               NEW GAYLORD ENTERTAINMENT COMPANY AND SUBSIDIARIES
          (A WHOLLY OWNED SUBSIDIARY OF GAYLORD ENTERTAINMENT COMPANY)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)
                             (AMOUNTS IN THOUSANDS)
 
1.  BASIS OF PRESENTATION
 
     New Gaylord Entertainment Company ("New Gaylord"), formerly Gaylord
Broadcasting Company, is a wholly owned subsidiary of Gaylord Entertainment
Company ("Old Gaylord"). The unaudited condensed consolidated financial
statements include the accounts of New Gaylord and its subsidiaries and have
been prepared by New Gaylord pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote disclosures
normally included in annual financial statements prepared in accordance with
generally accepted accounting principles have been condensed or omitted pursuant
to such rules and regulations, although New Gaylord believes that the
disclosures are adequate to make the financial information presented not
misleading. It is suggested that these unaudited condensed consolidated
financial statements be read in conjunction with the audited consolidated
financial statements and notes thereto of New Gaylord as of December 31, 1996
and 1995 and for each of the three years in the period ended December 31, 1996.
In the opinion of management, all adjustments necessary for a fair statement of
the results of operations for the interim periods have been included. However,
the consolidated financial information included herein may not necessarily
reflect the consolidated results of operations, financial position, and cash
flows of New Gaylord had New Gaylord been a separate, stand-alone entity during
the periods presented. The results of operations for such interim periods are
not necessarily indicative of the results for a full year.
 
2.  WESTINGHOUSE MERGER
 
     On February 9, 1997, Old Gaylord entered into an agreement (the "Merger
Agreement") with Westinghouse and G Acquisition Corp., a wholly owned subsidiary
of Westinghouse ("Sub"), pursuant to which Sub will be merged (the "Merger")
with and into Old Gaylord, with Old Gaylord continuing as the surviving
corporation and a wholly owned subsidiary of Westinghouse. Prior to the Merger,
Old Gaylord will be restructured (the "Restructuring") so that the assets and
liabilities that are part of Old Gaylord's hospitality, attractions, music,
television and radio businesses, including all of Old Gaylord's long-term debt,
as well as the Country Music Television cable networks outside of the United
States and Canada ("CMT International") and the management of and option to
acquire Z Music, Inc. ("Z Music"), will be transferred to or retained by New
Gaylord. As a result of the Restructuring and the Merger, substantially all of
the assets of Old Gaylord's cable networks business, consisting primarily of TNN
and the U.S. and Canadian operations of CMT, and certain other related
businesses (collectively, the "Cable Networks Business") and certain liabilities
to the extent that they arise out of the Cable Networks Business, will be held
by Old Gaylord or one of its subsidiaries (other than New Gaylord or its
subsidiaries after giving effect to the Restructuring) and will be acquired by
Westinghouse in the Merger.
 
     Following the Restructuring and on the day prior to the effective time of
the Merger, Old Gaylord will distribute (the "Distribution") pro rata to its
stockholders all of the outstanding capital stock of New Gaylord. As a result of
the Distribution, each holder of record of Class A Common Stock, $.01 par value
("Old Gaylord Class A Common Stock"), and Class B Common Stock, $.01 par value
("Old Gaylord Class B Common Stock," and together with Old Gaylord Class A
Common Stock, "Old Gaylord Common Stock"), of Old Gaylord on the record date for
the Distribution will receive a number of shares of Common Stock, $.01 par
value, of New Gaylord ("New Gaylord Common Stock") equal to one-third the number
of shares of Old Gaylord Common Stock held by such holder, and cash in lieu of
any fractional shares of New Gaylord Common Stock.
 
     In the Merger, Old Gaylord's stockholders will receive shares of
Westinghouse common stock valued at the agreed upon transaction price of
$1,550,000, at a per share consideration to be determined in accordance with the
Merger Agreement that will be based upon the market price of the Westinghouse
common stock and the number of outstanding shares of Old Gaylord Common Stock.
The Distribution and the Merger are subject to the satisfaction or waiver of a
number of conditions, including Old Gaylord stockholder approval of the Merger
and
 
                                      F-19

<PAGE>   82
 
certain regulatory approvals, including an Internal Revenue Service ruling that
the Distribution, the Merger, and certain aspects of the Restructuring will be
tax-free transactions. The Distribution and Merger are expected to occur during
1997.
 
     In connection with the Merger, New Gaylord and Old Gaylord (or one or more
of their respective subsidiaries) plan to enter into agreements pertaining to
their ongoing business relationship. In addition, each party will agree not to
compete with the other in certain areas of the cable networks industry.
 
                                      F-20

<PAGE>   83
 
             UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
 
     The accompanying Unaudited Pro Forma Consolidated Statements of Income for
the three-month period ended March 31, 1997 and for the year ended December 31,
1996 are presented as if the Restructuring, the Recapitalization, the
Distribution and the Merger (the "Transactions") had occurred on January 1, 1997
and January 1, 1996, respectively. The Unaudited Pro Forma Consolidated Balance
Sheet is presented as if the Transactions had occurred on March 31, 1997. These
pro forma financial statements are presented for illustrative purposes only and
may not be indicative of the actual financial position or results of operations
that would have been obtained if the Transactions had occurred on such dates or
that may be realized in the future. The results of operations for the interim
period are not necessarily indicative of the results for the full year. The pro
forma information should be read in conjunction with the consolidated financial
statements and the notes thereto included elsewhere herein.
 
                                      F-21

<PAGE>   84
 
                       NEW GAYLORD ENTERTAINMENT COMPANY
              UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF INCOME
                   FOR THE THREE MONTHS ENDED MARCH 31, 1997
                 (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
 

<TABLE>
<CAPTION>
                                                                                ADJUSTMENTS
                                                              ADJUSTMENTS TO    TO REFLECT
                                                HISTORICAL     REFLECT THE          THE       PRO FORMA
                                                   DATA      RESTRUCTURING(1)    MERGER(2)    DATA(3)(4)
                                                ----------   ----------------   -----------   ----------
<S>                                             <C>          <C>                <C>           <C>
Revenues......................................   $163,425        $21,643         $(79,962)     $105,106
Operating expenses:
  Operating costs.............................    102,804         13,097          (45,360)       70,541
  Selling, general and administrative.........     33,176          8,333          (10,048)       31,461
  Depreciation and amortization...............     11,835            704           (2,812)        9,727
                                                 --------        -------         --------      --------
     Operating income (loss)..................     15,610           (491)         (21,742)       (6,623)
Interest expense..............................    (10,802)         3,220              (33)       (7,615)
Interest income...............................      5,759             22              (26)        5,755
Other gains (losses)..........................       (446)           (12)             450            (8)
                                                 --------        -------         --------      --------
Income (loss) before provision (benefit) for
  income taxes................................     10,121          2,739          (21,351)       (8,491)
Provision (benefit) for income taxes..........      3,358            886(5)        (8,467)(5)    (4,223)
                                                 --------        -------         --------      --------
  Net income (loss)...........................   $  6,763        $ 1,853         $(12,884)     $ (4,268)
                                                 ========        =======         ========      ========
Pro forma net loss per share..................                                                 $  (0.13)
                                                                                               ========
Pro forma weighted average shares
  outstanding.................................                                                   32,474(6)
                                                                                               ========
</TABLE>

 
- ---------------
 
(1) The pro forma adjustments reflect the effects of the Restructuring as if it
    had occurred on January 1, 1997. These adjustments assign Old Gaylord's
    external long-term debt and operating activities, including Word subsequent
    to its acquisition, to New Gaylord and remove New Gaylord's intercompany
    debt balance payable to Old Gaylord. Interest expense has been adjusted to
    reflect the differences in debt levels and related interest rates and to
    remove intercompany interest charges.
(2) The pro forma adjustments reflect the effects of the Merger as if it
    occurred on January 1, 1997, including the removal of the results of
    operations of the Cable Networks Business from New Gaylord's results of
    operations.
(3) The pro forma adjustments exclude certain non-recurring expenses which will
    be incurred in connection with or due to the Transactions. The non-recurring
    expenses are estimated to be approximately $20 million.
(4) In connection with to the Merger, New Gaylord and Old Gaylord (or one or
    more of their respective subsidiaries) will enter into a number of
    agreements pertaining to their ongoing business relationship. The financial
    impact of such agreements to New Gaylord is not expected to be material and
    has not been reflected in the pro forma adjustments.
(5) Reflects the adjustment of income tax expense to the expected effective tax
    rates.
(6) The pro forma weighted average shares outstanding assume that the capital
    structure subsequent to the Recapitalization and the Distribution was in
    place as of January 1, 1997, and gives effect to the dilution related to
    common stock equivalents.
 
                                      F-22

<PAGE>   85
 
                       NEW GAYLORD ENTERTAINMENT COMPANY
              UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF INCOME
                      FOR THE YEAR ENDED DECEMBER 31, 1996
                 (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
 

<TABLE>
<CAPTION>
                                                             ADJUSTMENTS       ADJUSTMENTS        PRO
                                              HISTORICAL    TO REFLECT THE     TO REFLECT        FORMA
                                                 DATA      RESTRUCTURING(1)   THE MERGER(2)    DATA(3)(4)
                                              ----------   ----------------   -------------    ----------
<S>                                           <C>          <C>                <C>              <C>
Revenues....................................   $747,158        $    --          $(320,612)      $426,546
Operating expenses:
  Operating costs...........................    443,236             --           (182,061)       261,175
  Selling, general and administrative.......    125,456              3            (29,873)        95,586
  Depreciation and amortization.............     48,856             --            (10,415)        38,441
                                               --------        -------          ---------       --------
     Operating income.......................    129,610             (3)           (98,263)        31,344
Interest expense............................    (49,880)        30,342                562        (18,976)
Interest income.............................     21,580          1,324                 --         22,904
Other gains (losses)........................     72,220           (479)             2,540         74,281
                                               --------        -------          ---------       --------
Income before provision for income taxes....    173,530         31,184            (95,161)       109,553
Provision for income taxes..................     62,947         10,602(5)         (37,779)(5)     35,770
                                               --------        -------          ---------       --------
  Net income................................   $110,583        $20,582          $ (57,382)      $ 73,783
                                               ========        =======          =========       ========
Pro forma net income per share..............                                                    $   2.26
                                                                                                ========
Pro forma weighted average shares
  outstanding...............................                                                      32,585(6)
                                                                                                ========
</TABLE>

 
- ---------------
 
(1) The pro forma adjustments reflect the effects of the Restructuring as if it
    had occurred on January 1, 1996. These adjustments assign Old Gaylord's
    external long-term debt and operating activities to New Gaylord and remove
    New Gaylord's intercompany debt balance payable to Old Gaylord. Interest
    expense has been adjusted to reflect the differences in debt levels and
    related interest rates and to remove intercompany interest charges.
(2) The pro forma adjustments reflect the effects of the Merger as if it
    occurred on January 1, 1996, including the removal of the results of
    operations of the Cable Networks Business from New Gaylord's results of
    operations.
(3) The pro forma adjustments exclude certain non-recurring expenses which will
    be incurred in connection with or due to the Transactions. The non-recurring
    expenses are estimated to be approximately $20 million.
(4) In connection with to the Merger, New Gaylord and Old Gaylord (or one or
    more of their respective subsidiaries) will enter into a number of
    agreements pertaining to their ongoing business relationship. The financial
    impact of such agreements to New Gaylord is not expected to be material and
    has not been reflected in the pro forma adjustments.
(5) Reflects the adjustment of income tax expense to the expected effective tax
    rates.
(6) The pro forma weighted average shares outstanding assume that the capital
    structure subsequent to the Recapitalization and the Distribution was in
    place as of January 1, 1996, and gives effect to the dilution related to
    common stock equivalents.
 
                                      F-23

<PAGE>   86
 
                       NEW GAYLORD ENTERTAINMENT COMPANY
                 UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
                                 MARCH 31, 1997
                             (AMOUNTS IN THOUSANDS)
 

<TABLE>
<CAPTION>
                                                                                 ADJUSTMENTS
                                                               ADJUSTMENTS       TO REFLECT
                                                HISTORICAL    TO REFLECT THE         THE        PRO FORMA
                                                   DATA      RESTRUCTURING(1)   MERGER(2)(3)       DATA
                                                ----------   ----------------   -------------   ----------
<S>                                             <C>          <C>                <C>             <C>
Cash..........................................  $    7,189      $   1,138         $  (2,080)    $    6,247
Trade receivables, net........................     119,664         33,208           (58,328)        94,544
Other current assets..........................      77,580         35,849           (33,196)        80,233
                                                ----------      ---------         ---------     ----------
          Total current assets................     204,433         70,195           (93,604)       181,024
Property and equipment, net...................     642,190          1,107           (54,743)       588,554
Intangible assets, net........................      38,544         66,985           (32,270)        73,259
Investments...................................      64,915            846            (1,025)        64,736
Long-term notes and interest receivable.......     189,604         27,097                --        216,701
Other assets..................................      44,740         13,620           (13,798)        44,562
                                                ----------      ---------         ---------     ----------
          Total assets........................  $1,184,426      $ 179,850         $(195,440)    $1,168,836
                                                ==========      =========         =========     ==========
Current portion of long-term debt.............  $       --      $  37,420         $      --     $   37,420
Accounts payable and accrued expenses.........      94,621         39,114           (12,958)       120,777
Other current liabilities.....................      21,676             --            (4,823)        16,853
                                                ----------      ---------         ---------     ----------
          Total current liabilities...........     116,297         76,534           (17,781)       175,050
Due to Old Gaylord............................     489,731       (489,731)               --             --
Long-term debt................................       4,559        478,331            (4,559)       478,331
Deferred income taxes.........................     133,634        (13,095)           (5,775)       114,764
Other liabilities and minority interest.......      32,231         22,489           (15,716)        39,004
Stockholders' equity..........................     407,974        105,322          (151,609)       361,687
                                                ----------      ---------         ---------     ----------
          Total liabilities and stockholders'
            equity............................  $1,184,426      $ 179,850         $(195,440)    $1,168,836
                                                ==========      =========         =========     ==========
</TABLE>

 
- ---------------
 
(1) The pro forma adjustments reflect the effects of the Restructuring as if it
    had occurred on March 31, 1997. These adjustments assign Old Gaylord's
    assets and liabilities, including external long-term debt and the assets and
    liabilities of Word, to New Gaylord. Intercompany debt to Old Gaylord is
    removed in the Restructuring.
(2) The pro forma adjustments reflect the effects of the Merger as if it
    occurred on March 31, 1997. These adjustments remove the financial position
    of the Cable Networks Business from Old Gaylord's reported financial
    position.
(3) The pro forma adjustments include the accrual of certain non-recurring
    expenses which will be incurred in connection with or as a result of the
    Transactions. These pre-tax non-recurring expenses are estimated to be
    approximately $20 million, including certain asset write-downs of
    approximately $3 million.
 
                                      F-24

<PAGE>   87
 
 
                                  SIGNATURES
 
   
     Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this amended registration statement to
be signed on its behalf by the undersigned, thereunto duly authorized.
    
 
                                          NEW GAYLORD ENTERTAINMENT COMPANY
 
                                          By:       /s/ TERRY E. LONDON
                                            ------------------------------------
                                                      Terry E. London
                                               President and Chief Executive
                                                           Officer
 
   
Date: June 30, 1997
    

<PAGE>   88
 
                               INDEX TO EXHIBITS
 
   

<TABLE>
<CAPTION>
EXHIBIT
 NUMBER                                 DESCRIPTION
- --------                                -----------
<C>        <C>  <S>
 2.1+       --  Basic Agreement, dated as of December 15, 1993, among
                BASSGEC Management Company, Bass Pro Shops, Inc., Trackmar
                Corporation, Finley River Properties, Inc., John L. Morris,
                Trustee of the John L. Morris Revocable Living Trust, U/T/A
                dated December 23, 1986, as amended, Hospitality and Leisure
                Management, Inc., John L. Morris, and the Company
                (incorporated by reference to Exhibit 2.1 to Old Gaylord's
                Registration Statement on Form S-3 (Registration No.
                33-74552)).
 2.2+       --  Asset Purchase Agreement by and among Cencom Cable
                Television, Inc., Lenoir TV Cable, Inc., CCT Holdings
                Corporation and CCA Holdings Corporation dated as of March
                30, 1995 (incorporated by reference to Exhibit 2 to Old
                Gaylord's Quarterly Report on Form 10-Q for the quarter
                ended March 31, 1995).
 2.3        --  Amendment 1 to the Asset Purchase Agreement by and among
                Cencom Cable Television, Inc., Lenoir TV Cable, Inc., CCT
                Holdings Corporation and CCA Holdings Corporation dated as
                of May 24, 1995 (incorporated by reference to Exhibit 2.2 to
                Old Gaylord's Current Report on Form 8-K filed with the
                Securities and Exchange Commission on October 13, 1995).
 2.4        --  Amendment 2 to the Asset Purchase Agreement by and among
                Cencom Cable Television, Inc., Lenoir TV Cable, Inc., CCT
                Holdings Corporation and CCA Holdings Corporation dated as
                of September 29, 1995 (incorporated by reference to Exhibit
                2.3 to Old Gaylord's Current Report on Form 8-K filed with
                the Securities and Exchange Commission on October 13, 1995).
 2.5+       --  Asset Purchase Agreement dated as of September 15, 1995
                between Tribune Broadcasting Company and Gaylord
                Broadcasting Company, L.P. (incorporated by reference to
                Exhibit 2.5 to Old Gaylord's Annual Report on Form 10-K for
                the year ended December 31, 1995).
 2.6+       --  Asset Purchase Agreement, dated as of November 21, 1996 by
                and among Thomas Nelson, Inc., Word, Incorporated and Word
                Direct Partners, L.P. as Sellers and Gaylord Entertainment
                Company as Buyer (incorporated by reference to Exhibit 2.1
                to the Current Report on Form 8-K, dated January 6, 1997, of
                Thomas Nelson, Inc.).
 2.7+       --  Amendment No. 1 to the Asset Purchase Agreement dated as of
                January 6, 1997, by and among Thomas Nelson, Inc., Word
                Incorporated and Word Direct Partners, L.P. as Sellers and
                Gaylord Entertainment Company as Buyer (incorporated by
                reference to Exhibit 2.2 to the Current Report on Form 8-K,
                dated January 6, 1997, of Thomas Nelson, Inc.).
 2.8+       --  Asset Purchase Agreement, dated as of January 6, 1997, by
                and between Nelson Word Limited and Word Entertainment
                Limited (incorporated by reference to Exhibit 2.3 to the
                Current Report on Form 8-K, dated January 6, 1997, of Thomas
                Nelson, Inc.).
 2.9+       --  Subsidiary Asset Purchase Agreement executed on January 6,
                1997 and dated as of November 21, 1996 between Word
                Communications, Ltd. and Word Entertainment (Canada), Inc.
                (incorporated by reference to Exhibit 2.4 to the Current
                Report on Form 8-K, dated January 6, 1997, of Thomas Nelson,
                Inc.).
 2.10+      --  Asset Purchase Agreement by and between Cox Broadcasting,
                Inc. and Gaylord Broadcasting Company, L.P. dated January
                20, 1997 (incorporated by reference to Exhibit 2.10 to Old
                Gaylord's Annual Report on Form 10-K, as amended by Form
                10-K/A, for the year ended December 31, 1996).
 2.11+      --  Agreement and Plan of Merger dated February 9, 1997 by and
                among Westinghouse Electric Corporation, G Acquisition Corp.
                and Gaylord Entertainment Company and Agreement and Plan of
                Distribution attached as Annex A thereto (incorporated by
                reference to Exhibit 2.1 to Old Gaylord's Current Report on
                Form 8-K dated February 9, 1997).
 3.1*       --  Form of Restated Certificate of Incorporation of New
                Gaylord.
</TABLE>

    

<PAGE>   89
 
   

<TABLE>
<CAPTION>
EXHIBIT
 NUMBER                                 DESCRIPTION
- --------                                -----------
<C>        <C>  <S>
 3.2*       --  Form of Restated By-laws of New Gaylord.
 4.1*       --  Specimen of New Gaylord Common Stock certificate.
 9.1        --  Voting Trust Agreement ("Voting Trust Agreement") dated as
                of October 3, 1990 between certain stockholders of The
                Oklahoma Publishing Company and Edward L. Gaylord, Edith
                Gaylord Harper, Christine Gaylord Everest, E. K. Gaylord II
                and Martin C. Dickinson, as Voting Trustees (incorporated by
                reference to Exhibit 9.1 to Old Gaylord's Registration
                Statement on Form S-1 (Registration No. 33-42329)).
 9.2        --  Amendment No. 1 to Voting Trust Agreement dated as of
                October 7, 1991 between certain stockholders of The Oklahoma
                Publishing Company and Edward L. Gaylord, Edith Gaylord
                Harper, Christine Gaylord Everest, Edward K. Gaylord II and
                Martin C. Dickinson, as Voting Trustees (incorporated by
                reference to Exhibit 9.2 to Old Gaylord's Registration
                Statement on Form S-1 (Registration No. 33-42329)).
10.1        --  Senior Subordinated Note issued on September 29, 1995 by CCT
                Holdings Corporation in the original principal amount of
                $165,687,890 (incorporated by reference to Exhibit 10.1 to
                Old Gaylord's Current Report on Form 8-K filed with the
                Securities and Exchange Commission on October 13, 1995).
10.2        --  Senior Subordinated Loan Agreement, dated as of September
                29, 1995, between CCT Holdings and Cencom Cable Television,
                Inc. (incorporated by reference to Exhibit 10.2 to Old
                Gaylord's Current Report on Form 8-K filed with the
                Securities and Exchange Commission on October 13, 1995).
10.3        --  Contingent Payment Agreement, dated as of September 29,
                1995, between Charter Communications Entertainment, L.P.,
                CCT Holdings Corporation and Cencom Cable Television, Inc.
                (incorporated by reference to Exhibit 10.3 to Old Gaylord's
                Current Report on Form 8-K filed with the Securities and
                Exchange Commission on October 13, 1995).
10.4        --  Letter Agreement dated September 14, 1994 between CBS, Inc.
                and Gaylord Broadcasting Company (d/b/a KTVT, Fort
                Worth-Dallas) as modified by the Affiliation Agreement dated
                December 2, 1994 between the parties as amended by the
                letter agreement between the parties dated December 29, 1994
                (incorporated by reference to Exhibit 10.20 of Old Gaylord's
                Annual Report on Form 10-K for the year ended December 31,
                1994).
10.5        --  Amended and Restated Limited Partnership Agreement of Bass
                Pro, L.P. (incorporated by reference to Exhibit 2.3 to Old
                Gaylord's Registration Statement on Form S-3 (Registration
                No. 33-74552)).
10.6        --  Form of Tax Disaffiliation Agreement by and among Gaylord
                Entertainment Company, Gaylord Broadcasting Company and
                Westinghouse Electric Corporation (incorporated by reference
                to Annex V to Old Gaylord's definitive Proxy Statement
                relating to the Special Meeting to be held on July 29,
                1997).
10.7        --  Form of Post-Closing Covenants Agreement among Westinghouse
                Electric Corporation, Gaylord Entertainment Company, Gaylord
                Broadcasting Company and certain subsidiaries of Gaylord
                Broadcasting Company (incorporated by reference to Annex IV
                to Old Gaylord's definitive Proxy Statement relating to the
                Special Meeting to be held on July 29, 1997).
                EXECUTIVE COMPENSATION PLANS AND MANAGEMENT CONTRACTS
10.8        --  New Gaylord Entertainment Company 1997 Stock Option and
                Incentive Plan (incorporated by reference to Annex VII to
                Old Gaylord's definitive Proxy Statement relating to the
                Special Meeting to be held on July 29, 1997).
10.9        --  The Opryland USA Inc Supplemental Deferred Compensation Plan
                (incorporated by reference to Exhibit 10.11 to Old Gaylord's
                Registration Statement on Form S-1 (Registration No.
                33-42329)).
</TABLE>

    

<PAGE>   90
 
   

<TABLE>
<CAPTION>
EXHIBIT
 NUMBER                                 DESCRIPTION
- --------                                -----------
<C>        <C>  <S>
10.10       --  The Opryland USA Inc Supplemental Executive Retirement Plan
                (incorporated by reference to Exhibit 10.22 to Old Gaylord's
                Annual Report on Form 10-K for the year ended December 31,
                1992).
10.11       --  Gaylord Entertainment Company Excess Benefit Plan
                (incorporated by reference to Exhibit 10.30 to Old Gaylord's
                Annual Report on Form 10-K for the year ended December 31,
                1994).
10.12       --  Gaylord Entertainment Company Supplemental Executive
                Retirement Plan (incorporated by reference to Exhibit 10.31
                to Old Gaylord's Annual Report on Form 10-K for the year
                ended December 31, 1994).
10.13       --  Gaylord Entertainment Company Directors' Unfunded Deferred
                Compensation Plan (incorporated by reference to Exhibit
                10.32 to Old Gaylord's Annual Report on Form 10-K for the
                year ended December 31, 1994).
10.14       --  Form of Severance Agreement between Old Gaylord
                Entertainment Company and executive officers (incorporated
                by reference to Exhibit 10.23 to Old Gaylord's Annual Report
                on Form 10-K for the year ended December 31, 1996).
10.15       --  Form of Indemnity Agreement between Old Gaylord
                Entertainment Company and its directors (incorporated by
                reference to Exhibit 10.24 to Old Gaylord's Annual Report on
                Form 10-K for the year ended December 31, 1996).
21*         --  Subsidiaries of New Gaylord Entertainment Company (after
                giving effect to the Restructuring).
27.1**      --  Financial Data Schedule (for SEC use only).
27.2**      --  Financial Data Schedule (for SEC use only).
</TABLE>

    
 
- ---------------
 
 + As directed by Item 601(b)(2) of Regulation S-K, certain schedules and
   exhibits to this exhibit are omitted from this filing. Registrant agrees to
   furnish supplementally a copy of any omitted schedule or exhibit to the
   Commission upon request.
 * Filed herewith.
   
** Previously filed.
    





<PAGE>   1
                                                                    Exhibit 3.1

                                FORM OF RESTATED

                          CERTIFICATE OF INCORPORATION
                                       OF
                        NEW GAYLORD ENTERTAINMENT COMPANY


     The undersigned, Terry E. London and F.M. Wentworth, Jr. certify that they
are the President and Secretary, respectively, of New Gaylord Entertainment
Company, a corporation organized and existing under the laws of the State of
Delaware (the "Corporation"), and do hereby further certify as follows:

     1. The name of the Corporation is New Gaylord Entertainment Company.

     2. The name under which the Corporation was originally incorporated was
"WKY Television System, Inc." and the original Certificate of Incorporation of
the Corporation was filed with the Secretary of State of the State of Delaware
on August 21, 1956.

     3. This Restated Certificate of Incorporation was duly adopted by the Board
of Directors of the Corporation and by the sole stockholder of the Corporation
all in accordance with the provisions of Sections 228, 242 and 245 of the
General Corporation Law of the State of Delaware as set forth in Title 8 of the
Delaware Code (the "GCL").

     4. The text of the Restated Certificate of Incorporation of the Corporation
is hereby amended and restated to read in its entirety, as follows:

                                       I.

     The name of this corporation is New
 Gaylord Entertainment Company (the
"Corporation").

                                       II.

     The Corporation's registered office in the State of Delaware is 1013 Centre
Road, Wilmington, Delaware 19805, and the name of its registered agent at such
address is The Prentice-Hall Corporation Systems, Inc.

                                      III.

     The purpose of the Corporation is to engage in any lawful act or activity
for which a corporation may be organized under the GCL.



<PAGE>   2




                                       IV.

(A)  Classes and Numbers of Shares

     The total number of shares of all classes authorized is 250,000,000 having
a par value of $.01 per share. The classes and the aggregate number of shares of
stock of each class that the Corporation shall have the authority to issue is as
follows:

     (1) 100,000,000 shares of Preferred Stock, $.01 par value ("Preferred
Stock").

     (2) 150,000,000 shares of Common Stock, $.01 par value ("Common Stock").

Such stock may be issued by the Corporation from time to time for such
consideration as may be fixed from time to time by the Board of Directors of the
Corporation (the "Board of Directors").

(B)  Common Stock

     (1) General. The rights, powers, and privileges of the holders of the
Common Stock are subject to and qualified by the rights of holders, if any, of
the Preferred Stock.

     (2) Voting Rights. Except as otherwise required by applicable law or this
Restated Certificate of Incorporation, the holder of each outstanding share of
Common Stock shall have one vote on each matter submitted to a vote of the
stockholders of the Corporation.

     (3) Dividends and Distributions. Subject to the preferences applicable to
Preferred Stock outstanding at any time, the holders of shares of Common Stock
shall be entitled to receive, from time to time, when, as, and if declared by
the Board of Directors, out of assets or funds of the Corporation legally
available therefor, dividends and other distributions in cash, property, or
securities of the Corporation.

     (4) Liquidation Rights. In the event of any dissolution, liquidation or
winding up of the affairs of the Corporation, whether voluntary or involuntary,
after payment or provision for the payment of the debts and other liabilities of
the Corporation and after making provision for the holders of each series of
Preferred Stock, if any, the remaining assets and funds of the Corporation, if
any, shall be divided among and paid ratably to the holders of the Common Stock.

(C)  Preferred Stock

     Shares of the Preferred Stock may be issued from time to time in one or
more classes or series, each of which class or series shall have such
distinctive designation or title as shall be fixed by the Board of Directors
prior to the issuance of any shares thereof. Each such class or series of
Preferred Stock shall have such voting powers, full or limited, or no voting
powers, and such preferences and relative, participating, optional or other
special rights and such qualifications,



                                        2


<PAGE>   3




limitations or restrictions thereof, as shall be stated and expressed in the
resolution or resolutions adopted by the Board of Directors providing for the
issuance of such class or series, including, without limitation, the authority
to provide that any such class or series may be (i) subject to redemption at
such time or times and at such price or prices; (ii) entitled to receive
dividends (which may be cumulative or non-cumulative) at such rates, on such
conditions, and at such times, and payable in preference to, or in such relation
to, the dividends payable on any other class or classes or any other series;
(iii) entitled to such rights upon the dissolution of, or upon any distribution
of the assets of, the Corporation; or (iv) convertible into, or exchangeable
for, shares of any other class or classes of stock, or of any other series of
the same or any other class or classes of stock, of the Corporation at such
price or prices or at such rates of exchange and with such adjustments; all as
may be stated in such resolution or resolutions.

(D) Compliance with the Communications Act of 1934 and the Regulations
    thereunder

     (1) Proof of Ownership. If the Corporation has reason to believe that the
ownership, or proposed ownership, of shares of capital stock of the Corporation
by any holder or any person presenting any shares of capital stock of the
Corporation for transfer into his name (a "Proposed Transferee") may be
inconsistent with, or in violation of, any provision of the Federal
Communications Laws (as hereinafter defined), such holder or Proposed
Transferee, upon request of the Corporation, shall furnish promptly to the
Corporation such information with respect to citizenship and other ownership
interests and affiliations, as the Corporation shall reasonably request to
determine whether the ownership of, or the exercise of any rights with respect
to, shares of capital stock of the Corporation by such stockholder or Proposed
Transferee is inconsistent with, or in violation of, the Federal Communications
Laws.

     (2) Rights of Corporation upon Inconsistency or Violation. If any holder or
Proposed Transferee from whom information is requested should fail to respond to
such request pursuant to Section (1) of this Division (D), or if the Corporation
shall conclude that the ownership of, or the exercise of any rights of ownership
with respect to, shares of capital stock of the Corporation by such stockholder
or Proposed Transferee could result in any inconsistency with, or violation of,
the Federal Communications Laws, the Corporation may (i) refuse to permit the
transfer of shares of capital stock of the Corporation to such Proposed
Transferee, (ii) suspend those rights of stock ownership the exercise of which
would result in any inconsistency with, or violation of, the Federal
Communications Laws, or (iii) redeem such shares of capital stock of the
Corporation in accordance with Division (D)(3) hereof. In the case of clause (i)
or (ii) of the preceding sentence, such refusal of transfer or suspension shall
remain in effect until the requested information has been received or until the
Corporation has determined that such transfer, or the exercise of such suspended
rights, as the case may be, is permissible under the Federal Communications
Laws. The Corporation may exercise any and all appropriate remedies, at law or
in equity in any court of competent jurisdiction, against any such holder or
Proposed Transferee, with a view towards obtaining such information or
preventing or curing any situation which would cause any inconsistency with, or
violation of, any provision of the Federal Communications Laws.


                                        3


<PAGE>   4




     (3) Redemption. Notwithstanding any other provision of this Restated
Certificate of Incorporation to the contrary, outstanding shares of capital
stock of the Corporation shall always be subject to redemption by the
Corporation, by action of the Board of Directors, if in the judgment of the
Board of Directors such action should be taken, pursuant to Section 151(b)(2) of
the GCL or any other applicable provision of law, to the extent necessary to
prevent the loss or secure the reinstatement of any license or franchise from
any governmental agency held by the Corporation or any of its subsidiaries to
conduct any portion of the business of the Corporation or any of its
subsidiaries, which license or franchise is conditioned upon some or all of the
holders of the Corporation's stock possessing prescribed qualifications. The
terms and conditions of such redemption shall be as follows:

          (i) The redemption price of the shares to be redeemed pursuant to this
     Division (D) shall be equal to the lesser of (a) the Fair Market Value (as
     hereinafter defined), or (b) if such stock was purchased by a Disqualified
     Holder (as hereinafter defined) within one year of the Redemption Date,
     such Disqualified Holder's purchase price for such shares.

          (ii) The redemption price of such shares may be paid in cash,
     Redemption Securities (as hereinafter defined) or any combination thereof.

          (iii) If less than all the shares held by Disqualified Holders are to
     be redeemed, the shares to be redeemed shall be selected in such manner as
     shall be determined by the Board of Directors, which may include selection
     first of the most recently purchased shares thereof, selection by lot, or
     selection in any other manner determined by the Board of Directors.

          (iv) At least 30 days' written notice of the Redemption Date (as
     hereinafter defined) shall be given to the record holders of the shares
     selected to be redeemed (unless waived in writing by any such holder),
     provided that the Redemption Date may be the date on which written notice
     shall be given to record holders provided that the cash or Redemption
     Securities necessary to effect the redemption shall have been deposited in
     trust for the benefit of such record holders and such cash or Redemption
     Securities are subject to immediate withdrawal by them upon surrender of
     the stock certificates for their shares to be redeemed.

          (v) From and after the Redemption Date, any and all rights of whatever
     nature, which may be held by the owners of shares selected for redemption
     (including without limitation any rights to vote or participate in
     dividends declared on stock of the same class or series as such shares),
     shall cease and terminate and they shall thenceforth be entitled only to
     receive the cash or Redemption Securities payable upon redemption.

          (vi) Such other terms and conditions as the Board of Directors shall
     determine.

          (vii) For purposes of this Division (D):


                                        4


<PAGE>   5




          (a) "Disqualified Holder" shall mean any holder of shares of stock of
     the Corporation whose holding of such stock, either individually or when
     taken together with the holding of shares of stock of the Corporation by
     any other holders, may result, in the judgment of the Board of Directors,
     in the loss of, or the failure to secure the reinstatement of, any license
     or franchise from any governmental agency held by the Corporation or any of
     its subsidiaries to conduct any portion of the business of the Corporation
     or any of its subsidiaries.

          (b) "Fair Market Value" of a share of the Corporation's stock of any
     class or series shall mean the average Closing Price (as hereinafter
     defined) for such a share for each of the 45 most recent days on which
     shares of stock of such class or series shall have been traded preceding
     the day on which notice of redemption shall be given pursuant to paragraph
     (iv) of this Division (D)(3); provided, however, that if shares of stock or
     such class or series are not traded on any securities exchange or in the
     over-the-counter market, "Fair Market Value" shall be determined by the
     Board of Directors in good faith. "Closing Price" on any day means the
     reported closing sales price or, in case no such sale takes place, the
     average of the reported closing bid and asked prices on the principal
     United States securities exchange registered under the Securities Exchange
     Act of 1934 on which such stock is listed, or, if such stock is not listed
     on any such exchange, the highest closing sales price or bid quotation for
     such stock on The Nasdaq Stock Market or any other market or system then in
     use, or if no such prices or quotations are available, the fair market
     value on the day in question as determined by the Board of Directors in
     good faith.

          (c) "Federal Communications Laws" shall mean any law of the United
     States now or hereafter in effect (and any regulation thereunder)
     pertaining to the ownership of, or the exercise of rights of ownership with
     respect to capital stock of corporate entities holding, directly or
     indirectly, television or radio station, cable television, or other radio
     authorizations, including, without limitation, the Communications Act of
     1934, as amended (the "Communications Act"), and regulations thereunder
     pertaining to the ownership, or the exercise of the rights of ownership, of
     capital stock of corporate entities holding, directly or indirectly,
     television or radio broadcast station, cable television, or other radio
     authorizations, by (1) aliens, as defined in or under the Communications
     Act, as it may be amended from time to time, (2) persons having interests
     in television or radio broadcast stations, newspapers, or cable television
     systems, or (3) persons unilaterally or otherwise, seeking direct or
     indirect control of the corporation as construed under the Communications
     Act, without having obtained any requisite prior Federal regulatory
     approval to such control. The word "regulation" shall include not only
     regulations but rules, published policies and published controlling
     interpretations by an administrative agency or body empowered to administer
     a statutory provision of the Federal Communications Laws.



                                        5


<PAGE>   6




          (d) "Person" shall include not only natural persons but partnerships,
     associations, corporate entities, joint ventures, and other entities.

          (e) "Redemption Date" shall mean the date fixed by the Board of
     Directors for the redemption of any shares of stock of the Corporation
     pursuant to this Division (D)(3).

          (f) "Redemption Securities" shall mean any debt or equity securities
     of the Corporation, any of its subsidiaries or any other corporation, or
     any combination thereof, having such terms and conditions as shall be
     approved by the Board of Directors and which, together with any cash to be
     paid as part of the redemption price, in the opinion of any nationally
     recognized investment banking firm selected by the Board of Directors
     (which may be a firm which provides other investment banking, brokerage or
     other services to the corporation) has a value, at the time notice of
     redemption is given pursuant to paragraph (iv) of this Division (D)(3), at
     least equal to the price required to be paid pursuant to paragraph (i) of
     this Division (D)(3) (assuming, in the case of Redemption Securities to be
     publicly traded, such Redemption Securities were fully distributed and
     subject only to normal trading activity).

     (4) The Corporation shall note on the certificates of its capital stock
that the shares represented by such certificates are subject to the restrictions
set forth in this Division (D).

                                       V.

     The Corporation is to have perpetual existence.

                                       VI.

     The private property of the stockholders shall not be subject to the
payment of corporate debts to any extent whatsoever.

                                      VII.

(A)  Management by Board of Directors

     The business and affairs of the Corporation shall be managed by or under
the direction of the Board of Directors.

(B)  Number and Classes of Directors; Election by Stockholders; Vacancies and
     Removal

     (1) Classified Board of Directors. The number of directors of the
Corporation shall be not less than one nor more than fifteen, with the exact
number of directors to be determined from



                                        6


<PAGE>   7




time to time by resolution adopted by the affirmative vote of a majority of the
entire Board of Directors. The directors shall be divided into three classes,
designated Class I, Class II and Class III. Each class shall consist, as nearly
as may be possible, of one-third of the total number of directors constituting
the entire Board of Directors. The term of the initial Class I directors shall
terminate on the date of the 1998 annual meeting of stockholders, the term of
the initial Class II directors shall terminate on the date of the 1999 annual
meeting of stockholders and the term of the initial Class III directors shall
terminate on the date of the 2000 annual meeting of stockholders. At each annual
meeting of stockholders beginning in 1998, successors to the class of directors
whose term expires at that annual meeting shall be elected for a three-year
term. If the number of directors is changed, any increase or decrease shall be
apportioned among the classes so as to maintain the number of directors in each
class as nearly equal as possible, and any additional directors of any class
elected to fill a vacancy resulting from an increase in such class shall hold
office for a term that shall coincide with the remaining term of that class, but
in no case will a decrease in the number of directors shorten the term of any
incumbent director. A director shall hold office until the annual meeting for
the year in which his term expires and until his successor shall be elected and
shall qualify, subject, however, to prior death, resignation, retirement,
disqualification or removal from office. Any vacancy on the Board of Directors,
howsoever resulting, may be filled by a majority of the directors then in
office, even if less than a quorum, or by a sole remaining director. Any
director elected to fill a vacancy shall hold office for a term that shall
coincide with the term of the class to which such director shall have been
elected.

     Notwithstanding the foregoing, whenever the holders of any one or more
classes or series of Preferred Stock issued by the Corporation shall have the
right, voting separately by class or series, to elect directors at an annual or
special meeting of stockholders, the election, term of office, filing of
vacancies and other features of such directorships shall be governed by the
terms of this Restated Certificate of Incorporation or the resolution or
resolutions adopted by the Board of Directors pursuant to Article IV applicable
thereto, and such directors so elected shall not be divided into classes
pursuant to this Article VII unless expressly provided by such terms.

     (2) Removal of Directors. Subject to the rights, if any, of the holders of
shares of Preferred Stock then outstanding, any or all of the directors of the
Corporation may be removed from office at any time, but only for cause and only
by the affirmative vote of the holders of a majority of votes represented by the
outstanding shares of the Corporation then entitled to vote generally in the
election of directors.


                                      VIII.

     Any action required or permitted to be taken at any annual or special
meeting of stockholders may be taken only upon the vote of the stockholders at
an annual or special meeting duly noticed and called, as provided in the By-laws
of the Corporation, and may not be taken by a written consent of the
stockholders.


                                        7


<PAGE>   8




     Special meetings of the stockholders of the Corporation for any purpose or
purposes may be called at any time by the Chairman of the Board of Directors or
by a majority of the members of the Board of Directors. Special meetings of the
stockholders of the Corporation may not be called by any other person or
persons.

                                       IX.

     In furtherance and not in limitation of the powers conferred by statute,
the Board of Directors is expressly authorized to exercise all such powers and
do all such acts and things as may be exercised or done by the Corporation,
subject, nevertheless, to the provisions of the GCL, this Restated Certificate
of Incorporation, and any By-Laws adopted by the stockholders; provided,
however, that no By-Laws hereafter adopted by the stockholders shall invalidate
any prior act of the directors which would have been valid if such By-Laws had
not been adopted.

     Pursuant to the affirmative vote of the holders of at least a majority of
the stock issued and outstanding having voting power given at a stockholders'
meeting duly called for that purpose, the Board of Directors shall have power
and authority at any meeting to sell, lease or exchange all of the property and
assets of the Corporation, including its good will and its corporate franchises,
upon such terms and conditions as the Board of Directors deem expedient and in
the best interests of this Corporation.

     In furtherance and not in limitation of the powers conferred by statute,
the Board of Directors is expressly authorized to adopt, repeal, alter, amend or
rescind the By-laws of the Corporation. In addition, the By-laws of the
Corporation may be adopted, repealed, altered, amended, or rescinded by the
affirmative vote of sixty-six and two-thirds percent (66-2/3%) of the
outstanding stock of the Corporation entitled to vote thereon.

     Notwithstanding anything contained in this Restated Certificate of
Incorporation to the contrary, the affirmative vote of the holders of at least
sixty-six and two-thirds percent (66-2/3%) of the issued and outstanding stock
having voting power cast at a stockholders meeting duly called for that purpose,
voting together as a single class, shall be required to amend, repeal or adopt
any provision inconsistent with Articles VII, VIII, IX, X and XI of this
Restated Certificate of Incorporation.

     The Corporation may in its By-laws, and by amendment thereto from time to
time, make any lawful restriction upon the sale or transfer of stock of the
Corporation held by its stockholders; and all persons subscribing for stock of
the Corporation or purchasing stock, whether from the Corporation itself or from
any stockholder, shall take notice of and be bound by such lawful restrictions,
and shall be deemed to agree thereto.

     Both stockholders and the Board of Directors shall have the power, if the
By-laws so provide, to hold their meetings and to have one or more offices
within or without the State of Delaware and



                                        8


<PAGE>   9




to keep the books of the Corporation (subject to the provisions of the
statutes,) outside the State of Delaware at such place or places as from time to
time may be designated by the Board of Directors.

                                       X.

     No director of the Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for any breach of fiduciary
duty by such a director as a director. Notwithstanding the foregoing sentence, a
director shall be liable to the extent provided by applicable law (i) for any
breach of the director's duty of loyalty to the Corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the
GCL or (iv) for any transaction from which the director derived an improper
personal benefit. No amendment to or repeal of this provision shall apply to or
have any effect on the liability or alleged liability of any director of the
Corporation for or with respect to any acts or omissions of such director
occurring prior to such amendment or repeal.

     The Corporation shall indemnify to the fullest extent authorized or
permitted by the GCL (as now or hereafter in effect) any person made, or
threatened to be made, a defendant or witness to any action, suit or proceeding
(whether civil or criminal or otherwise) by reason of the fact that he, his
testator or intestate, is or was a director or officer of the Corporation or by
reason of the fact that such director or officer, at the request of the
Corporation is or was serving any other corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise, in any capacity; provided,
however, that, except for proceedings to enforce rights to indemnification, the
Corporation shall not be obligated to indemnify any director or officer (or his
or her heirs, executors or personal or legal representatives) in connection with
a proceeding (or part thereof) initiated by such persons unless such proceeding
(or part thereof) was authorized or consented to by the Board of Directors of
the Corporation. The right to indemnification conferred by this Article X shall
include the right to be paid by the Corporation the expenses incurred in
defending or otherwise participating in any proceeding in advance of its final
disposition.

     The Corporation may, to the extent authorized from time to time by
resolution of the Board of Directors, provide rights to indemnification and to
the advancement of expenses to employees and agents of the Corporation similar
to those conferred in this Article X to directors and officers of the
Corporation.

     The rights to indemnification and to the advancement of expenses conferred
in this Article X shall not be exclusive of any other right which any person may
have or hereafter acquire under this Restated Certificate of Incorporation, the
By-laws of the Corporation, any statute, agreement, vote of stockholders or
disinterested directors or otherwise.



                                        9


<PAGE>   10




                                       XI.

     Whenever a compromise or arrangement is proposed between the Corporation
and its creditors or any class of them and/or between the Corporation and its
stockholders or any class of them, any court of equitable jurisdiction within
the State of Delaware may, on the application in a summary way of the
Corporation or of any creditor or stockholder thereof or on the application of
any receiver or receivers appointed for the Corporation under the provisions of
Section 291 of the GCL or on the application of trustees in dissolution or of
any receiver or receivers appointed for the Corporation under the provisions of
Section 279 of the GCL order a meeting of the creditors or class of creditors,
and/or of the stockholders or class of stockholders of the Corporation, as the
case may be, to be summoned in such manner as the said court directs. If a
majority in number representing three fourths in value of the creditors or class
of creditors, and/or of the stockholders or class of stockholders of the
Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of the Corporation as consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of the Corporation, as the case may be,
and also on the Corporation.

                                      XII.

     The Corporation reserves the right to amend, alter, change or repeal any
provision contained in this Restated Certificate of Incorporation in the manner
now or hereafter prescribed by this Restated Certificate of Incorporation, the
Corporation's By-laws or the GCL and all rights conferred upon stockholders
herein are granted subject to this reservation.

     5. Upon the filing (the "Effective Time") of this Restated Certificate of
Incorporation pursuant to the GCL, the 1000 shares of the Corporation's common
stock, $100.00 par value, issued and outstanding immediately prior to the
Effective Time (the "Old Common Stock") shall, without any action by the holder
thereof, be reclassified as and changed into an aggregate of [____] * validly
issued, fully paid, and nonassessable shares of Common Stock authorized by
subparagraph (A) of Article IV of this Restated Certificate of Incorporation.
Until such time as a new certificate representing a share or shares of Common
Stock is issued, each certificate that theretofore represented a share or
shares of Old Common Stock shall thereafter represent that number of shares of
Common Stock into which the share or shares of Old Common Stock represented by
such certificate shall have been reclassified.

- -----------------

*    A number equal to one-third the number of shares of Old Gaylord Common
     Stock outstanding immediately prior to the filing of this Restated
     Certificate of Incorporation.



                                       10


<PAGE>   11




     IN WITNESS WHEREOF, New Gaylord Entertainment Company has caused its
corporate seal to be hereunto affixed and this Restated Certificate of
Incorporation to be signed by its duly authorized officers, this ____ day of

___________, 1997.



                                        NEW GAYLORD ENTERTAINMENT COMPANY


                                        By:______________________________
                                           Name: 
                                           Title: 






                                       11




<PAGE>   1

                                                                    Exhibit 3.2

                        NEW GAYLORD ENTERTAINMENT COMPANY

                         ******************************

                                RESTATED BY-LAWS

                         ******************************


                                   OFFICES
     
     1. The principal office shall be in the City of Wilmington, County
of New Castle, State of Delaware, and the name of the resident agent in charge
thereof is The Prentice-Hall Corporation Systems, Inc. The Corporation may also
have an office in the City of Nashville, State of Tennessee, and also offices at
such other places as the Board of Directors may from time to time appoint or the
business of the Corporation may require.

                                      SEAL

     2. The corporate seal shall have inscribed thereon the name of the
Corporation, the year of its organization and the words "Corporate Seal,
Delaware." Said seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.

                             STOCKHOLDERS' MEETINGS

     3. All meetings of the stockholders shall be held at the office of the
Corporation in Nashville, Tennessee, or elsewhere as specified by the Board of
Directors in the notice of meeting.

     4. The annual meeting of the stockholders shall be held on such date and at
such time and place as shall be designated by the Board of Directors and stated
in the notice of the meeting, when the stockholders shall elect by a plurality
vote, by ballot, the
 members of the class of the Board



<PAGE>   2



of Directors standing for election in that year and transact such other business
as may properly be brought before the meeting.

     5. No business may be transacted at an annual meeting of stockholders,
other than business that is either (a) specified in the notice of meeting (or
any supplement thereto) given by or at the direction of the Board of Directors
(or any duly authorized committee thereof), (b) otherwise properly brought
before the annual meeting by or at the direction of the Board of Directors (or
any duly authorized committee thereof) or (c) otherwise properly brought before
the annual meeting by any stockholder of the Corporation (i) who meets the
eligibility requirements specified by Rule 14a-8 (or any successor rule as may
be in effect from time to time) promulgated under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and (ii) who complies with the notice
procedures set forth in this Paragraph 5.

     In addition to any other applicable requirements, for business to be
properly brought before an annual meeting by a stockholder, such stockholder
must have given timely notice thereof in proper written form to the Secretary of
the Corporation.

     To be timely, a stockholder's notice to the Secretary must be delivered to
or mailed and received at the principal executive offices of the Corporation not
less than sixty (60) days nor more than ninety (90) days prior to the
anniversary date of the immediately preceding annual meeting of stockholders;
provided, however, in the event that the annual meeting is called for a date
that is not within thirty (30) days before or after such anniversary date,
notice by the stockholder in order to be timely must be so received not later
than the close of business on the tenth (l0th) day following the day on which
notice of the date of the annual meeting was mailed or public disclosure of the
date of the annual meeting was made, whichever first occurs.



                                       -2-


<PAGE>   3



     To be in proper written form, a stockholder's notice to the Secretary must
set forth as to each matter such stockholder proposes to bring before the annual
meeting (i) a brief description of the business desired to be brought before the
annual meeting and the reasons for conducting such business at the annual
meeting, (ii) the name and record address of such stockholder, (iii) the class
or series and number of shares of capital stock of the Corporation which are
owned beneficially or of record by such stockholder and the date(s) on which
such stock was acquired, (iv) a description of all arrangements or
understandings between such stockholder and any other person or persons
(including their names) in connection with the proposal of such business by such
stockholder and any material interest of such stockholder in such business, (v)
a representation that such stockholder intends to appear in person or by proxy
at the annual meeting to bring such business before the meeting, and (vi) any
other information relating to such stockholder that would be required to be
disclosed in a proxy statement or other filings required to be made in
connection with solicitations of proxies for election of directors pursuant to
Section 14 of the Exchange Act and the rules and regulations promulgated
thereunder.

     No business shall be conducted at the annual meeting of stockholders except
business properly brought before the annual meeting in accordance with the
procedures set forth in this Paragraph 5, provided, however, that, once business
has been properly brought before the annual meeting in accordance with such
procedures, nothing in this Paragraph 5 shall be deemed to preclude discussion
by any stockholder of such business. If the presiding officer at an annual
meeting determines that business was not properly brought before the annual
meeting in accordance with the foregoing procedures, the presiding officer shall
declare to the meeting that the business was not properly brought before the
meeting and such business shall not be transacted.




                                       -3-


<PAGE>   4



     6. The holders of a majority of the stock issued and outstanding, and
entitled to vote thereat, present in person, or represented by proxy, shall be
requisite and shall constitute a quorum at all meetings of the stockholders for
the transaction of business except as otherwise provided by law, by the Restated
Certificate of Incorporation, or by these By-laws.

     Where a separate vote by class or classes is required, a majority of the
outstanding shares of such class or classes, present in person or represented by
proxy, shall constitute a quorum entitled to take action with respect to that
vote on that matter.

     When any meeting is convened, the presiding officer may adjourn the meeting
if (a) no quorum is present for the transaction of business, or (b) the Board of
Directors determines that adjournment is necessary or appropriate to enable the
stockholders (i) to consider fully information which the Board of Directors
determines has not been made sufficiently or timely available to stockholders or
(ii) otherwise to exercise effectively their voting rights. Prior to the time
when any meeting is convened the officer who would be the presiding officer at
such meeting, if directed by the Board of Directors, may postpone the meeting if
the Board determines that postponement is necessary or appropriate to enable the
stockholders (a) to consider fully information which the Board of Directors
determines has not been made sufficiently or timely available to stockholders or
(b) otherwise to exercise effectively their voting rights.

     7. At each meeting of the stockholders every stockholder having the right
to vote shall be entitled to vote in person, or by proxy appointed by an
instrument in writing subscribed by such stockholder and bearing a date not more
than three years prior to said meeting, unless such instrument provides for a
longer period. Each stockholder shall have such number of votes for each share
of stock as provided in the Restated Certificate of Incorporation that is
registered in his name in the stock records of the Corporation. The vote for
directors, and, upon the demand of any



                                       -4-


<PAGE>   5



stockholder, the vote upon any question before the meeting, shall be by ballot.
All elections shall be decided by a plurality vote and, except as otherwise
required by law or the Restated Certificate of Incorporation or these By-laws,
all other matters shall be decided by the affirmative vote of a majority of the
shares present in person or represented by proxy and entitled to vote on such
matter. Where a separate vote by class is required, unless otherwise required by
law or the Restated Certificate of Incorporation or these By-laws, the
affirmative vote of a majority of the shares of such class or classes present in
person or represented by proxy at the meeting and entitled to vote shall be the
act of such class.

     8. A complete list of the stockholders entitled to vote at any meeting of
stockholders, arranged in alphabetical order, with the residence of each, and
the number of voting shares held by each, shall be prepared by the Secretary and
shall be available at a place within the city where the meeting is to be held,
at least ten days before such meeting, and shall at all times, during the usual
hours for business, and during the whole time of said meeting, be open to the
examination of any stockholder for any purpose germane to the meeting.

     9. Special meetings of the stockholders, for any purpose or purposes,
unless otherwise prescribed by statute may be called only by the Chairman of the
Board, or shall be called by the President or Secretary at the request, in
writing, of a majority of the Board of Directors. Such request shall state the
purpose or purposes of the proposed meeting.

     10. Business transacted at all special meetings shall be confined to the
objects stated in the call.

     11. Written notice of a special meeting of stockholders, stating the time
and place and object thereof, shall be given not less than ten (10) nor more
than sixty (60) days before the date of such meeting to each stockholder
entitled to vote at such meeting at the address as appears in the



                                       -5-


<PAGE>   6



stock records of the Corporation. If mailed, notice will be deemed given when
deposited in the United States mails, postage prepaid. When a meeting is for any
reason adjourned to another time or place, it shall not be necessary to give
notice of the adjourned meeting if the time and place to which the meeting is
adjourned is announced at the meeting at which the adjournment is taken and at
the adjourned meeting only such business is transacted as might have been
transacted at the original meeting. However, if after the adjournment the Board
of Directors fixes a new record date for the adjourned meeting, a notice of the
adjourned meeting shall be given to each stockholder of record on the new record
date entitled to notice.

                                    DIRECTORS

     12. The business and affairs of the Corporation shall be managed by its
Board of Directors. The number of directors shall be fixed as provided in the
Restated Certificate of Incorporation and they shall be elected in accordance
with the provisions of the Restated Certificate of Incorporation. Each director
shall be elected to serve until his successor shall be elected and shall
qualify.

     13. Only persons who are nominated in accordance with the following
procedures shall be eligible for election as directors of the Corporation,
except as may be otherwise provided in the Restated Certificate of Incorporation
with respect to the right of holders of Preferred Stock of the Corporation to
nominate and elect a specified number of directors in certain circumstances.
Nominations of persons for election to the Board of Directors may be made at any
annual meeting of stockholders, or at any special meeting of stockholders called
for the purpose of electing directors, (a) by or at the direction of the Board
of Directors (or any duly authorized committee thereof) or (b) by any
stockholder of the Corporation (i) who is a stockholder of record on the date of
the giving of


                                       -6-


<PAGE>   7



the notice provided for in this Paragraph 13 and on the record date for the
determination of stockholders entitled to vote at such meeting and (ii) who
complies with the notice procedures set forth in this Paragraph 13.

     In addition to any other applicable requirements, for a nomination to be
made by a stockholder, such stockholder must have given timely notice thereof in
proper written form to the Secretary of the Corporation.

     To be timely, a stockholder's notice to the Secretary must be delivered to
or mailed and received at the principal executive offices of the Corporation (a)
in the case of an annual meeting, not less than sixty (60) days nor more than
ninety (90) days prior to the anniversary date of the immediately preceding
annual meeting of stockholders; provided, however, in the event that the annual
meeting is called for a date that is not within thirty (30) days before or after
such anniversary date, notice by the stockholder in order to be timely must be
so received not later than the close of business on the tenth (l0th) day
following the day on which notice of the date of the annual meeting was mailed
or public disclosure of the date of the annual meeting was made, whichever first
occurs; and (b) in the case of a special meeting of stockholders called for the
purpose of electing directors, not later than the close of business on the tenth
(l0th) day following the day on which notice of the date of the special meeting
was mailed or public disclosure of the date of the special meeting was made,
whichever first occurs.

     To be in proper written form, a stockholder's notice to the Secretary must
set forth (a) as to each person whom the stockholder proposes to nominate for
election as a director (i) the name, age, business address and residence address
of the person, (ii) the principal occupation or employment of the person, (iii)
the class or series and number of shares of capital stock of the Corporation
which are owned beneficially or of record by the person and (iv) any other
information relating to the



                                       -7-


<PAGE>   8



person that would be required to be disclosed in a proxy statement or other
filings required to be made in connection with solicitations of proxies for
election of directors pursuant to Section 14 of the Exchange Act, and the rules
and regulations promulgated thereunder; and (b) as to the stockholder giving the
notice (i) the name and record address of such stockholder, (ii) the class or
series and number of shares of capital stock of the Corporation which are owned
beneficially or of record by such stockholder, (iii) a description of all
arrangements or understandings between such stockholder and each proposed
nominee and any other person or persons (including their names) pursuant to
which the nomination(s) are to be made by such stockholder, (iv) a
representation that such stockholder intends to appear in person or by proxy at
the meeting to nominate the persons named in its notice and (v) any other
information relating to such stockholder that would be required to be disclosed
in a proxy statement or other filings required to be made in connection with
solicitations of proxies for election of directors pursuant to Section 14 of the
Exchange Act and the rules and regulations promulgated thereunder. Such notice
must be accompanied by a written consent of each proposed nominee to being named
as a nominee and to serve as a director if elected.

     No person shall be eligible for election as a director of the Corporation
unless nominated in accordance with the procedures set forth in this Paragraph
13. If the presiding officer of the meeting determines that a nomination was not
made in accordance with the foregoing procedures, the presiding officer shall
declare to the meeting that the nomination was defective and such defective
nomination shall be disregarded.

     14. The directors may hold their meetings and have one or more offices, and
keep the books of the corporation, except the original or duplicate stock
records, outside of Delaware, at the office of the Corporation in the City of
Nashville, State of Tennessee, or at such other places as they may from time to
time determine.

                                       -8-


<PAGE>   9



     15. In addition to the powers and authorities expressly conferred upon them
by these By-laws, the Board of Directors may exercise all such powers of the
Corporation and do all such lawful acts and things as are not by statute or by
the Restated Certificate of Incorporation or by these By-laws directed or
required to be exercised or done by the stockholders.

                                   COMMITTEES

     16. The Board of Directors may, by resolution or resolutions, passed by a
majority of a quorum of the Board of Directors, designate one or more
committees, each committee to consist of two or more of the directors of the
Corporation, which, to the extent provided in said resolution or resolutions or
in these By-laws, shall have and may exercise the powers of the Board of
Directors in the management of the business and affairs of the Corporation to
the full extent permitted by Section 141(c)(2) of the Delaware General
Corporation Law. Such committee or committees shall have such name or names as
may be stated in these By-laws or as may be determined from time to time by
resolution adopted by the Board of Directors.

     17. The committees shall keep regular minutes of their proceedings and
report the same to the Board of Directors when required.

                            COMPENSATION OF DIRECTORS

     18. Directors may, by resolution of the Board, be paid their expenses, if
any, of attendance at each regular or special meeting of the Board of Directors
and may be paid a fixed sum for attendance at each meeting of the Board of
Directors and/or a stated salary as director; provided, that nothing herein
contained shall be construed to preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor.



                                       -9-


<PAGE>   10



     19. Members of special or standing committees may be allowed like
compensation for attending committee meetings.

                              MEETINGS OF THE BOARD

     20. The newly elected Board of Directors shall meet immediately after any
annual meeting of stockholders, or at such times as shall be fixed by the vote
of the stockholders at any annual meeting for the purpose of organization and
the election of officers, and no notice of such meeting shall be necessary to
the newly elected directors.

     21. Regular meetings of the Board of Directors shall be held at such time
and place as may from time to time be determined by the Board of Directors.
Notice of the time and place of such regular meetings need not be given.

     22. Special meetings of the Board of Directors may be called by the
Chairman of the Board or President on two days' notice to each director, either
personally or by mail or by telegram, or on such shorter notice as the person or
persons calling such meeting may deem necessary or appropriate in the
circumstances; special meetings shall be called by the Chairman of the Board,
the President or the Secretary in like manner and on like notice on the written
request of two directors.

     23. At all meetings of the Board of Directors the presence of a majority of
the entire Board of Directors shall be necessary and sufficient to constitute a
quorum for the transaction of business and the act of a majority of the
directors present at any meeting at which there is a quorum shall be the act of
the Board of Directors, except as may be otherwise provided by law, by the
Restated Certificate of Incorporation or by these By-laws. Any action required
or permitted to be taken at any meeting of the Board of Directors or of any
committee thereof, may be taken without a meeting, if all members of the Board
of Directors or committee, as the case may be, consent thereto



                                      -10-


<PAGE>   11



in writing, and the writing or writings are filed with the minutes of the
proceedings of the Board of Directors or committee. Any or all members of the
Board of Directors, or any committee thereof, may participate in a meeting of
the Board of Directors or committee by means of conference telephone or similar
communications equipment, and such participating shall constitute presence in
person at such meeting.

     24. No contract or transaction between the Corporation and one or more of
its directors or officers, or between the Corporation and any other corporation,
partnership, association, or other organization in which one or more of its
directors or officers are directors or officers, or have a financial interest,
shall be void or voidable solely for this reason, or solely because the director
or officer is present at or participates in the meeting of the Board of
Directors or committee thereof which authorizes the contract or transaction, or
solely because his or their votes are counted for such purpose if (i) the
material facts as to his or their relationship or interest and as to the
contract or transaction are disclosed or are known to the Board of Directors or
the committee, and the Board of Directors or committee in good faith authorizes
the contract or transaction by the affirmative vote of a majority of the
disinterested directors, even though the disinterested directors be less than a
quorum; or (ii) the material facts as to his or their relationship or interest
as to the contract or transaction are disclosed or are known to the stockholders
entitled to vote thereon, and the contract or transaction is specifically
approved in good faith by vote of the stockholders; or (iii) the contract or
transaction is fair as to the Corporation as of the time it is authorized,
approved, or ratified by the Board of Directors, a committee thereof, or the
stockholders. Interested directors may be counted in determining the presence of
a quorum at a meeting of the Board of Directors or of a committee which
authorizes the contract or transaction.


                                      -11-


<PAGE>   12



                                    VACANCIES

     25. Subject to the terms of any one or more classes or series of preferred
stock, any vacancy on the Board of Directors, howsoever resulting, may be filled
by a majority of the directors then in office, even if less than a quorum, or by
a sole remaining director. Notwithstanding the foregoing, whenever the holders
of any one or more class or classes or series of preferred stock of the
Corporation shall have the right, voting separately as a class, to elect
directors at an annual or special meeting of stockholders, the election, term of
office, filling of vacancies and other features of such directorships shall be
governed by the Restated Certificate of Incorporation.

                                    OFFICERS

     26. The officers of the Corporation shall be chosen by the Board of
Directors and shall be a Chairman of the Board of Directors (who must be a
director), a President, a Vice-President, a Secretary and a Treasurer. The Board
of Directors may also choose additional Vice Presidents, Assistant Secretaries
and Assistant Treasurers and from time to time may create and fill such other
offices as it deems necessary. Unless otherwise prohibited by statute, the
Restated Certificate of Incorporation or these By-laws, any two offices except
that of President and Secretary may be held by the same person. The officers of
the Corporation need not be stockholders of the Corporation, and, except in the
case of the Chairman of the Board of Directors, such officers need not be
directors of the Corporation.

     27. The Board of Directors may appoint such other officers and agents as it
shall deem necessary, who shall hold their offices for such terms and shall
exercise such powers and perform such duties as shall be determined from time to
time by the Board of Directors.

     28. The officers of the Corporation shall hold office until their
successors are chosen and qualified.



                                      -12-


<PAGE>   13



     29. Any officer elected or appointed by the Board of Directors may be
removed at any time by the majority vote of the directors constituting a quorum.
If the office of any officer or officers becomes vacant for any reason, the
vacancies shall be filled by the affirmative vote of a majority of the directors
constituting a quorum. The salaries of all officers shall be fixed by the Board
of Directors.

     30. Powers of attorney, proxies, waivers of notice of meeting, consents and
other instruments relating to securities owned by the Corporation may be
executed in the name of and on behalf of the Corporation by the President or any
Vice President and any such officer may, in the name of and on behalf of the
Corporation, take all such action as any such officer may deem advisable to vote
in person or by proxy at any meeting of security holders of any corporation in
which the Corporation may own securities and at any such meeting shall possess
and may exercise any and all rights and power incident to the ownership of such
securities and which, as the owner thereof, the Corporation might have exercised
and possessed if present. The Board of Directors may, by resolution, from time
to time confer like powers upon any other person or persons.

                       CHAIRMAN OF THE BOARD OF DIRECTORS

     31. (a) The Chairman of the Board of Directors shall preside at all
meetings of the stockholders and of the Board of the Directors and, except where
by law the signature of the President is required, the Chairman of the Board of
Directors shall possess the same power as the President to sign all contracts,
certificates and other instruments of the Corporation which may be authorized by
the Board of Directors.



                                      -13-


<PAGE>   14



     (b) During the absence or disability of the President, the Chairman of the
Board of Directors shall exercise all the powers and discharge all the duties of
the President.

     (c) The Chairman of the Board of Directors shall also perform such other
duties and may exercise such other powers as from time to time may be assigned
to him by these By-Laws or by the Board of Directors.

                                    PRESIDENT

     32. (a) The President shall be the Chief Executive Officer of the
Corporation. The President shall manage the business of the Corporation, and
shall see that all orders and resolutions of the Board of Directors are carried
into effect. In the absence or disability of the Chairman of the Board of
Directors, the President shall preside at all meetings of the stockholders and
the Board of Directors. The President shall also perform such other duties and
may exercise such other powers as from time to time may be assigned to him by
these By-Laws or by the Board of Directors.

     (b) The President shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the Corporation, except where required or
permitted by statute to be otherwise executed and except that the other officers
of the Corporation may execute documents when so authorized by these By-Laws,
the Board of Directors or the President.

     (c) The President shall be ex-officio a member of all standing committees,
and shall have the general powers and duties of supervision and management
usually vested in the office of president of a corporation and may exercise such
other powers as from time to time may be assigned to him by these By-laws or the
Board of Directors.


                                      -14-


<PAGE>   15



                                 VICE PRESIDENT

     33. The Vice-President, in the absence or disability of the President,
shall perform the duties and exercise the powers of the President, and shall
perform such other duties as the Board of Directors may prescribe.

     34. In the event that there be more than one Vice-President, they shall, in
the order of their seniority, perform the duties and exercise the powers of the
President in his absence or disability and shall perform such other duties as
the Board of Directors may prescribe.

                     THE SECRETARY AND ASSISTANT SECRETARIES

     35. (a) The Secretary shall attend all sessions of the Board of Directors
and all meetings of the stockholders and record all votes and minutes of all
proceedings in a book to be kept for that purpose; and shall perform like duties
for the standing committees when required. The Secretary shall give, or cause to
be given, notice of all meetings of the stockholders and of the Board of
Directors, and shall perform such other duties as may be prescribed by the Board
of Directors or President, under whose supervision he shall be. The Secretary
shall keep in safe custody the seal of the Corporation, and when authorized by
the Board of Directors, affix the same to any instrument requiring it, and when
so affixed it shall be attested by his signature or by the signature of the
Treasurer. The Secretary shall be sworn to the faithful discharge of his duty.

     (b) The Assistant Secretaries in the order of their seniority shall, in the
absence or disability of the Secretary, perform the duties and exercise the
powers of the Secretary, and shall perform such other duties as the Board of
Directors shall prescribe.



                                      -15-


<PAGE>   16



                     THE TREASURER AND ASSISTANT TREASURERS

     36. (a) The Treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Corporation and shall deposit all
moneys, and other valuable effects in the name and to the credit of the
Corporation, in such depositories as may be designated by the Board of
Directors.

     (b) The Treasurer shall disburse the funds of the Corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and directors, at the regular
meetings of the Board of Directors or whenever they may require it, an account
of all his transactions as treasurer and of the financial condition of the
Corporation.

     (c) The Treasurer shall give the Corporation a bond if required by the
Board of Directors in a sum, and with one or more sureties satisfactory to the
Board of Directors, for the faithful performance of the duties of his office,
and for the restoration to the Corporation, in case of his death, resignation,
retirement or removal from office, of all books, papers, vouchers, money and
other property of whatever kind in his possession or under his control belonging
to the Corporation.

     (d) The Assistant Treasurers in the order of their seniority shall, in the
absence or disability of the Treasurer, perform the duties and exercise the
powers of the Treasurer, and shall perform such other duties as the Board of
Directors shall prescribe.

                               DUTIES OF OFFICERS

     37. In case of the absence of any officer of the Corporation, or for any
other reason that the Board of Directors may deem sufficient, the Board of
Directors may delegate, for the time being,



                                      -16-


<PAGE>   17



the powers or duties, or any of them, of such officer to any other officer, or
to any director, provided a majority of the entire Board of Directors concur
therein.

                              CERTIFICATES OF STOCK

     38. (a) The certificates of stock of the Corporation shall be numbered and
shall be entered in the stock records of the Corporation as they are issued.
They shall exhibit the holder's name and number of shares and shall be signed by
the President or a Vice-President and the Treasurer or an Assistant Treasurer,
or the Secretary or an Assistant Secretary.

     (b) Any signature on a certificate of stock may be a facsimile. In case any
officer, transfer agent or registrar who has signed or whose facsimile signature
has been placed upon a certificate shall have ceased to be such officer,
transfer agent or registrar before such certificate is issued, it may be issued
by the Corporation with the same effect as if he were such officer, transfer
agent or registrar at the date of issue.

                                LOST CERTIFICATES

     39. The Board of Directors may direct a new certificate of stock to be
issued in place of any certificate theretofore issued by the Corporation alleged
to have been lost, stolen or destroyed, upon the making of an affidavit of that
fact by the person claiming the certificate of stock to be lost, stolen or
destroyed. When authorizing such issue of a new certificate, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate, or his
legal representative, to advertise the same in such manner as the Board of
Directors shall require and/or to give the Corporation a bond in such sum as it
may



                                      -17-


<PAGE>   18



direct as indemnity against any claim that may be made against the Corporation
with respect to the certificate alleged to have been lost, stolen or destroyed.

                               TRANSFERS OF STOCK

     40. Transfer of stock shall be made in the stock records of the Corporation
only by the person named in the certificate or by attorney, lawfully constituted
in writing, and upon surrender of the certificate therefor.

                            CLOSING OF TRANSFER BOOKS

     41. The Board of Directors shall have the power to fix in advance a record
date for determining the stockholders entitled to notice of or to vote at any
meeting of stockholders or the stockholders entitled to receive payment of any
dividend or the allotment or exercise of any rights in accordance with the
following provisions:

     (a) In order that the Corporation may determine the stockholders entitled
to notice of or to vote at any meeting of stockholders or any adjournment
thereof, the Board of Directors may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record date is adopted
by the Board of Directors, and which record date shall not be more than sixty
(60) nor less than ten (10) days before the date of such meeting. If no record
date is fixed by the Board of Directors, the record date for determining
stockholders entitled to notice or to vote at a meeting of stockholders shall be
at the close of business on the day next preceding the day on which notice is
given, or, if notice is waived, at the close of business on the day next
preceding the day on which the meeting is held. A determination of stockholders
of record entitled to notice of or to vote at a



                                      -18-


<PAGE>   19



meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the adjourned
meeting;

     (b) In order that the Corporation may determine the stockholders entitled
to receive payment of any dividend or other distribution or allotment of any
rights or the stockholders entitled to exercise any rights in respect of any
change, conversion, or exchange of stock, or for the purpose of any other lawful
action, the Board of Directors may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record date is
adopted, and which record date shall be not more than sixty (60) days prior to
such action. If no record date is fixed, the record date for determining
stockholders for any such purpose shall be at the close of business on the day
on which the Board of Directors adopts a resolution taking such prior action.

                             REGISTERED STOCKHOLDERS

     42. The Corporation shall be entitled to treat the holder of record of any
share or shares of stock as the holder in fact thereof and accordingly shall not
be bound to recognize any equitable or other claim to or interest in such share
on the part of any other person, whether or not it shall have express or other
notice thereof, except as expressly provided by the laws of Delaware.

                               INSPECTION OF BOOKS

     43. The Board of Directors shall determine from time to time whether, and,
if allowed, when and under what conditions and regulations the accounts and
books of the Corporation (except such as may by statute be specifically open to
inspection) or any of them shall be open to the inspection of the stockholders,
and the stockholders' rights in this respect are and shall be restricted and
limited accordingly to the fullest extent permitted by law.



                                      -19-


<PAGE>   20



                                     CHECKS

     44. All checks or demands for money and notes of the Corporation shall be
signed by such officer or officers as the Board of Directors may from time to
time designate.

                                   FISCAL YEAR

     45. The fiscal year shall begin the first day of January in each year or
such other date as may be fixed by resolution of the Board of Directors.

                                    DIVIDENDS

     46. Dividends upon the capital stock of the Corporation, subject to the
provisions of the Restated Certificate of Incorporation if any, may be declared
by the Board of Directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property or in shares of the capital stock.

     Before payment of any dividend there may be set aside out of any funds of
the Corporation available for dividends such sum or sums as the directors from
time to time, in their absolute discretion, think proper as a reserve fund to
meet contingencies, or for equalizing dividends, or for repairing or maintaining
any property of the Corporation, or for such other purpose as the directors
shall think conducive to the interests of the Corporation.

                                     NOTICES

     47. Whenever under the provisions of these By-laws, the Restated
Certificate of Incorporation or by law, written notice is required to be given
to any director, officer or stockholder, it shall not be construed to mean
personal notice, but such notice will be deemed given by depositing



                                      -20-


<PAGE>   21



the same in the United States mail, postage prepaid, addressed to such
stockholder, officer, or director at such address as appears on the stock book
of the Corporation and, such notice shall be deemed to be given at the time when
the same shall be deposited in the United States mail. Written notice may also
be given personally, or by telegram, facsimile, telex or cable.

     48. Whenever under the provisions of these By-laws, the Restated
Certificate of Incorporation or by law, notice is required to be given to any
director, officer or stockholder, a waiver thereof in writing, signed, by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto.

                                   AMENDMENTS

     49. As provided in the Restated Certificate of Incorporation, these By-Laws
may be altered, amended, changed or repealed by the affirmative vote of not less
than 66-2/3% of the votes represented by the issued and outstanding shares of
capital stock of the Corporation entitled to vote thereon, at any regular or
special meeting of the stockholders if notice of the proposed alteration or
amendment be contained in the notice of the meeting, or by the affirmative vote
of a majority of the Board of Directors constituting a quorum at any regular or
special meeting of the Board of Directors.



                                      -21-


<PAGE>   22



                            MISCELLANEOUS PROVISIONS

     50. The President may appoint, or authorize the Vice-President to appoint,
such officers and employ such persons as he deems necessary for the proper
management of the business and property of the Corporation.

     51. All officers, agents, and employees appointed under Paragraph 50 shall
hold their offices or position at the discretion of the officer appointing them,
and shall be subject at all times to removal by the Board of Directors with or
without cause.

                                 INDEMNIFICATION

     52. (a) Subject to clause (c) of this Paragraph 52, the Corporation shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the Corporation) by reason of the fact that he is or was a director
or officer of the Corporation, or is or was a director or officer of the
Corporation serving at the request of the Corporation as a director or officer,
employee or agent of another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which he reasonably believed



                                      -22-


<PAGE>   23



to be in or not opposed to the best interests of the Corporation, and, with
respect to any criminal action or proceeding, had reasonable cause to believe
that his conduct was unlawful.

     (b) Subject to clause (c) of this Paragraph 52, the Corporation shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action or suit by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that he is
or was a director or officer of the Corporation, or is or was a director or
officer serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation; except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the Corporation unless and only to the extent that the Court of
Chancery, or the court in which such action or suit was brought, shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.

     (c) Any indemnification under this Paragraph 52 (unless ordered by a court)
shall be made by the Corporation only as authorized in the specific case upon a
determination that indemnification of the director or officer is proper in the
circumstances because he has met the applicable standard of conduct set forth in
clause (a) or (b) of this Paragraph 52, as the case may be. Such determination
shall be made (i) by the Board of Directors by a majority vote of the directors
who are not parties to such action, suit or proceeding even though less than a
quorum, or (ii) if there are no such directors,


                                      -23-


<PAGE>   24



or if such directors so direct, by independent legal counsel in a written
opinion, or (iii) by the stockholders. To the extent, however, that a director
or officer of the Corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding described above, or in defense of any
claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith, without the necessity of authorization in the specific
case.

     (d) For purposes of any determination under clause (c) of this Paragraph
52, a person shall be deemed to have acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation, or, with respect to any criminal action or proceeding, to have had
no reasonable cause to believe his conduct was unlawful, if his action is based
on the records or books of account of the Corporation or another enterprise, or
on information supplied to him by the officers of the Corporation or another
enterprise in the course of their duties, or on the advice of legal counsel for
the Corporation or another enterprise or on information or records given or
reports made to the Corporation or another enterprise by an independent
certified public accountant or by an appraiser or other expert selected with
reasonable care by the Corporation or another enterprise. The term "another
enterprise" as used in this clause (d) shall mean any other corporation or any
partnership, joint venture, trust, employee benefit plan or other enterprise of
which such person is or was serving at the request of the Corporation as a
director, officer, employee or agent. The provisions of this clause (d) shall
not be deemed to be exclusive or to limit in any way the circumstances in which
a person may be deemed to have met the applicable standard of conduct set forth
in clauses (a) or (b) of this Paragraph 52, as the case may be.

     (e) Notwithstanding any contrary determination in the specific case under
clause (c) of this Paragraph 52, and notwithstanding the absence of any
determination thereunder, any director or


                                      -24-


<PAGE>   25



officer may apply to any court of competent jurisdiction in the State of
Delaware for indemnification to the extent otherwise permissible under clauses
(a) and (b) of this Paragraph 52, as the case may be. The basis of such
indemnification by a court shall be a determination by such court that
indemnification of the director or officer is proper in the circumstances
because he has met the applicable standards of conduct set forth in clauses (a)
and (b) of this Paragraph 52, as the case may be. Neither a contrary
determination in the specific case under clause (c) of this Paragraph 52 nor the
absence of any determination thereunder shall be a defense to such application
or create a presumption that the director or officer seeking indemnification has
not met any applicable standard of conduct. Notice of any application for
indemnification pursuant to this clause (e) shall be given to the Corporation
promptly upon the filing of such application. If successful, in whole or in
part, the director or officer seeking indemnification shall also be entitled to
be paid the expense of prosecuting such application.

     (f) Expenses incurred by a director or officer in defending or
investigating a threatened or pending action, suit or proceeding shall be paid
by the Corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the Corporation as authorized in this Paragraph
52.

     (g) The indemnification and advancement of expenses provided by or granted
pursuant to this Paragraph 52 shall not be deemed exclusive of any other rights
to which those seeking indemnification or advancement of expenses may be
entitled under the By-laws, agreement, contract, vote of stockholders or
disinterested directors or pursuant to the direction (howsoever embodied) of any
court of competent jurisdiction or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office, it
being the policy of the Corporation that



                                      -25-


<PAGE>   26



indemnification of the persons specified in clauses (a) and (b) of this
Paragraph 52 shall be made to the fullest extent permitted by law. The
provisions of this Paragraph 52 shall not be deemed to preclude the
indemnification of any person who is not specified in clauses (a) or (b) of this
Paragraph 52 but whom the Corporation has the power or obligation to indemnify
under the provisions of the General Corporation Law of the State of Delaware, or
otherwise.

     (h) The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director or officer of the Corporation, or is or was a
director or officer of the Corporation serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise against any
liability asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the Corporation would have the
power or the obligation to indemnify him against such liability under the
provisions of this Paragraph 52.

     (i) For purposes of this Paragraph 52, references to the "Corporation"
shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors or officers, so that any
person who is or was a director or officer of such constituent corporation, or
is or was a director or officer of such constituent corporation serving at the
request of such constituent corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust, employee
BENEFIT PLAN OR other enterprise, shall stand in the same position under the
provisions of this Paragraph 52 with respect to the resulting or surviving
corporation as he would have with respect to such constituent corporation if its
separate existence had continued. For purposes of this Paragraph 52, references
to "fines" shall include any excise taxes assessed on a person with respect to
an employee



                                      -26-


<PAGE>   27


benefit plan; and references to "serving at the request of the Corporation"
shall include any service as a director, officer, employee or agent of the
Corporation which imposes duties on, or involves services by, such director or
officer with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the Corporation" as referred to in this
Paragraph 52.

     (j) The indemnification and advancement of expenses provided by, or granted
pursuant to, this Paragraph 52 shall, unless otherwise provided when authorized
or ratified, continue as to a person who has ceased to be a director or officer
and shall inure to the benefit of the heirs, executors and administrators of
such a person.

     (k) Notwithstanding anything contained in this Paragraph 52 to the
contrary, except for proceedings to enforce rights to indemnification (which
shall be governed by clause (e) hereof), the Corporation shall not be obligated
to indemnify any director or officer in connection with a proceeding (or part
thereof) initiated by such person unless such proceeding (or part thereof) was
authorized or consented to by the Board of Directors of the Corporation.

     (1) The Corporation may, to the extent authorized from time to time by the
Board of Directors, provide rights to indemnification and to the advancement of
expenses to employees and agents of the Corporation similar to those conferred
in this Paragraph 52 to directors and officers of the Corporation.


                                      -27-




<PAGE>   1
                                                                   Exhibit 4.1

                      NEW GAYLORD ENTERTAINMENT COMPANY

             INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE


   NUMBER                                                    SHARES
CA


                                             SEE REVERSE FOR CERTAIN DEFINITIONS

COMMON STOCK                                             CUSIP 64446N 10 7

THIS CERTIFICATE IS TRANSFERABLE
IN THE CITIES OF NEW YORK OR ATLANTA


This certifies that





is the owner of

FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $.01 PAR VALUE PER SHARE, 
OF

New Gaylord Entertainment Company transferable on the books of the Company by
the holder hereof in person or by his duly authorized attorney upon surrender
of this certificate properly endorsed. This certificate and the shares
represented hereby are issued and shall be held subject to all the provisions
of the Restated Certificate of Incorporation, as now and hereafter amended, and
of the Bylaws of the Company (copies thereof being on file with the Secretary
of the Company) and the holder hereof by accepting this certificate expressly
assents thereto. This certificate is not valid unless countersigned and
registered by the Transfer Agent and Registrar.


<TABLE>
<S>                                                                     <C>
Witness this seal of the Company and the facsimile                      signatures of its duly authorized officers.
</TABLE>
          

Dated


COUNTERSIGNED AND REGISTERED:
            SUNTRUST BANK
          (ATLANTA,
 GEORGIA)
                                      TRANSFER AGENT
                                      AND REGISTRAR

AUTHORIZED SIGNATURE


- -----------------------                                  ---------------------
F.M. Wentworth, Jr.                                      Edward L. Gaylord
SECRETARY                                                CHAIRMAN OF THE BOARD



PURSUANT TO ARTICLE IV OF THE RESTATED CERTIFICATE OF INCORPORATION, THE 
CORPORATION HAS THE RIGHT TO REQUIRE THE HOLDER HEREOF, OR ANY PERSON
PRESENTING THIS CERTIFICATE FOR TRANSFER TO PROVIDE INFORMATION SATISFACTORY TO
THE CORPORATION THAT ANY PROPOSED TRANSFER WILL NOT VIOLATE OR BE INCONSISTENT
WITH, THE FEDERAL COMMUNICATIONS LAWS AND MAY REFUSE TO TRANSFER, SUSPEND
RIGHTS OF OWNERSHP IN OR REDEEM SUCH SHARES IF SUCH OWNERSHIP OR THE EXERCISE
OF RIGHTS THEREOF COULD RESULT IN ANY INCONSISTENCY WITH, OR VIOLATION OF, SUCH
LAWS.

<PAGE>   2




                      NEW GAYLORD ENTERTAINMENT COMPANY

The Company will furnish without charge to each stockholder who so requests the
powers, designations, preferences and relative, participating, optional or
other special rights of each class of stock or series thereof and the
qualifications, limitations or restrictions of such preferences and/or rights.
Such requests should be directed to the Transfer Agent.

     The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
     <S>                                                <C>
     TEN COM -- as tenants in common                    UNIF GIFT MIN ACT -- ____________ Custodian _____________
                                                                                (Cust)                 (Minor)
     TEN ENT -- as tenants by the entireties                                 under Uniform Gifts to Minors
     JT TEN  -- as joint tenants with right of
                survivorship and not as tenants                              Act ______________________________
                in common                                                                  (State)
</TABLE>


    Additional abbreviations may also be used though not in the above list.

  For value received, ________________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
   IDENTIFYING NUMBER OR ASSIGNEE
- -----------------------------------------

- -----------------------------------------


- ------------------------------------------------------------------------------
 (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE OF ASSIGNEE)


- ------------------------------------------------------------------------------


- ------------------------------------------------------------------------------


- ------------------------------------------------------------------------ shares
of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint

                                                                        
______________________________________________________________________ Attorney
to transfer the said stock on the books of the within named Company with full
power of substitution in the premises.

Dated _____________

              _______________________________________________________________
      NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME
              AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR
              WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

SIGNATURE(S) GUARANTEED:_____________________________________________________
                         THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE
                         GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS
                         AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH 
                         MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
                         MEDALLION PROGRAM) PURSUANT TO S.E.C. RULE 17Ad-15.




<PAGE>   1
                                                                      EXHIBIT 21


                SUBSIDIARIES OF NEW GAYLORD ENTERTAINMENT COMPANY
                    AFTER GIVING EFFECT TO THE RESTRUCTURING
                   (AS DEFINED IN THE REGISTRATION STATEMENT)



<TABLE>
<CAPTION>
               NAME                                 JURISDICTION OF ORGANIZATION
- ----------------------------------                  ----------------------------
<S>                                                            <C>
Idea Entertainment, Inc.                                       Delaware
Gaylord Production Company                                     Tennessee
CCK, Inc.                                                        Texas
CNR, Inc.                                                      Delaware
Gaylord Communications, Inc.                                     Texas
Gaylord Broadcasting Company, L.P.                               Texas
Opryland Attractions, Inc.                                     Delaware
Opryland Productions, Inc.                                     Tennessee
Grand Ole Opry Tours, Inc.                                     Tennessee
Opryland Music Group, Inc.                                     Tennessee
Gaylord Program Services, Inc.                                 Delaware
Opryland Hospitality, Inc.                                     Tennessee
OLH, L.P.                                                      Tennessee
Z Music Management, Inc.                                       Delaware
WHS Licensing L.P.                                             Tennessee
WHS Licensing GP Corporation                                   Tennessee
WHS Entertainment Ventures                                     Tennessee
WHS GP Corporation                                             Tennessee
Hickory Records, Inc.                                          Tennessee
Acuff-Rose Music, Ltd.                                          England
Opryland Music Group, GmbH                                      Germany
Springhouse Music, Inc.                                        Tennessee
Milene Music, Inc.                                             Tennessee
Acuff-Rose Music, Inc.                                         Tennessee
Editions Acuff Rose France SARL                                 France
Acuff-Rose Scandia AB                                           Sweden
Showpark Management, Inc.                                      Delaware
Gaylord Investments, Inc.                                      Delaware
Word Entertainment (Canada), Ltd.                               Canada
Word Entertainment, Ltd.                                          UK
Word Music Group, Inc.
                                         Tennessee
Canaanland Music, Inc.                                         Tennessee
Promiseland Music, Inc.                                        Tennessee
Word Music, Inc.                                               Tennessee
Word Entertainment Direct, LLC                                 Tennessee
Opryland Theatricals, Inc.                                     Delaware
Oklahoma City Athletic Club, Inc.                              Oklahoma
</TABLE>