SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(a), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(a)
(Amendment No. _________)
Gaylord Entertainment Company
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(Name of Issuer)
Class A, Common Stock
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(Title of Class of Securities)
367905106
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(CUSIP Number)
W. Chris Coleman, Esq.
McAfee & Taft A Professional Corporation
10th Floor, Two Leadership Square
211 N. Robinson, Suite 1000
Oklahoma City, Oklahoma 73102
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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January 28, 2001
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box. [ ]
Note. Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent. (Continued on following pages)
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The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 367905106 13D
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1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY)
Edith Gaylord Harper 1995 Revocable Trust
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ x ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS* 00
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION N/A
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NUMBER OF SHARES 7. SOLE VOTING POWER 2,133,371
BENEFICIALLY -------------------------------------------------
OWNED BY EACH 8. SHARED VOTING POWER
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REPORTING
9. SOLE DISPOSITIVE POWER 2,133,371
PERSON WITH -------------------------------------------------
10. SHARED DISPOSITIVE POWER
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,133,371
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.38
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14. TYPE OF REPORTING PERSON* OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
13D
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1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY)
William J. Ross
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ x ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS* 00
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION United States
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NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY -------------------------------------------------
OWNED BY EACH 8. SHARED VOTING POWER 2,133,271
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REPORTING
9. SOLE DISPOSITIVE POWER
PERSON WITH -------------------------------------------------
10. SHARED DISPOSITIVE POWER 2,133,371
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,133,371
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.38
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14. TYPE OF REPORTING PERSON* IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
13D
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1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY)
David O. Hogan
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ x ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS* 00
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION United States
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NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY -------------------------------------------------
OWNED BY EACH 8. SHARED VOTING POWER 2,133,371
-------------------------------------------------
REPORTING
9. SOLE DISPOSITIVE POWER
PERSON WITH -------------------------------------------------
10. SHARED DISPOSITIVE POWER 2,133,371
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,133,371
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.38
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14. TYPE OF REPORTING PERSON* IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1. Security and Issuer.
This Schedule 13D relates to shares of Class A common stock, par value
$0.01 (the "Common Stock") of Gaylord Entertainment Company, a Delaware
corporation (the "Issuer"). The principal executive office and mailing address
of the Issuer is One Gaylord Drive, Nashville, TN 37214.
Item 2. Identity and Background.
This Schedule 13D is being filed by the Edith Gaylord Harper 1995 Revocable
Trust and William J. Ross and David O. Hogan, co-trustees thereof.
The Edith Gaylord Harper 1995 Revocable Trust, as amended, (the "Trust") is
a trust created pursuant to trust instrument dated March 2, 1995 by and between
Edith Gaylord Harper, of Oklahoma City, Oklahoma (the "Trustor") and David O.
Hogan, William J. Ross and Edith Gaylord Harper as trustees. The business
address of the Trust is:
c/o William J. Ross
Rainey, Ross, Rice & Binns
735 First National Center
Oklahoma City, OK 73102
On January 28, 2001, Edith Gaylord Harper died. The two remaining trustees,
David O. Hogan and William J. Ross, are individuals whose business address are,
respectively:
Hogan & Slovacek
Two Warren Place
6120 South Yale, Suite 350
Tulsa, OK 74136-2444
Rainey, Ross, Rice & Binns
735 First National Center
Oklahoma City, OK 73102
Mr. Ross is an attorney practicing in Oklahoma City, Oklahoma and Mr. Hogan is
an accountant practicing in Tulsa, Oklahoma.
None of the reporting persons has been convicted during the last five years
in a criminal proceeding (excluding traffic violations or similar misdemeanors).
Furthermore, none of the reporting persons has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
leading to a judgment, decree or final order enjoining violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
All of the individual reporting persons are U.S. citizens.
Item 3. Source and Amount of Funds or Other Consideration.
The Trust acquired the shares of Common Stock through a dividend
distribution of the Issuer's shares made by Gaylord Entertainment Company ("Old
GET"), the predecessor to the Issuer, which were obtained by way of a dividend
distribution to the shareholders of The Oklahoma Publishing Company ("OPUBCO")
effective September 30, 1997. Prior to the effective date of the distribution,
the Issuer, formerly Gaylord Broadcasting Company, was a wholly owned subsidiary
of Old GET.
Item 4. Purpose of Transaction.
The distribution of shares of Common Stock to the Trust described in Item
3, was effected in connection with a merger between Old GET and Westinghouse
Electric Corporation ("Westinghouse"), whereby assets of Old GET that were not
included as part of the merger with Westinghouse were transferred to the Issuer.
The Trust acquired shares of the Issuer in a dividend distribution to continue
its investments in the businesses associated with the non-included assets, which
consisted of the hospitality, attractions, music, television and radio
businesses of Old GET, as well as an international cable network and an option
to acquire another such network.
Except as set forth in the next succeeding paragraph, the reporting persons
have no current plans or proposals that relate to or would result in the
acquisition or disposition of securities of the Issuer; any extraordinary
corporate transaction involving the Issuer or a subsidiary; a sell or transfer
of a material amount of the assets of the Issuer or any subsidiary; any change
in the present board of directors or management of the Issuer; any material
change in the present capitalization or dividend policy of the Issuer; any other
material change in the Issuer's business or corporate structure; changes in the
Issuer's charter, bylaws or similar instruments that may impede the acquisition
of control of the Issuer by any other person; causing a class of securities of
the Issuer to be delisted from a national securities exchange; a class of equity
securities of the Issuer becoming eligible for termination of registration under
Section 12(g)(4) of the Securities Exchange Act of 1934; or any similar action.
Pursuant to the terms of the trust instrument governing the Trust, certain
beneficiaries are named who will have the right to receive the securities and/or
proceeds and dividends from such securities. The Inasmuch Foundation, a
charitable, scientific and educational foundation, of which David O. Hogan, J.
Hugh Roff, Jr. and William J. Ross are the directors, is entitled to receive 75%
of the shares of Common Stock or the proceeds thereof. The Ethics and Excellence
in Journalism Foundation, a charitable, scientific and educational foundation,
of which David O. Hogan, J. Hugh Roff, Jr. and William J. Ross are the
directors, is entitled to receive 25% of the shares of Common Stock or the
proceeds thereof. The directors may from time to time, directly or indirectly,
purchase additional shares of Common Stock or sell shares of Common Stock on the
open market or otherwise depending on an evaluation of market price,
diversification of assets, or other considerations.
Item 5. Interest in Securities of the Issuer.
Prior to January 28, 2001, the Trust beneficially owned 2,133,371 shares of
Common Stock, constituting 6.38% of the outstanding shares of Gaylord
Entertainment Company. The trustees of the Trust were Edith Gaylord Harper,
William J. Ross and David O. Hogan; Edith Gaylord Harper reserved full rights
during her lifetime. On January 28, 2001, Edith Gaylord Harper died, with
William J. Ross and David O. Hogan continuing in their capacity as co-trustees
of the Trust, William J. Ross and David O. Hogan have shared power to vote and
to dispose or to direct the disposition of 2,133,371 shares of Common Stock. The
Trust also holds 2,803,413 shares of Common Stock of OPUBCO and Trust
certificates from The Oklahoma Publishing Company Voting Trust (the "OPUBCO
Voting Trust") representing 7,796,250 shares of OPUBCO. OPUBCO has the power to
vote or direct the vote of, or to dispose or direct the disposition of,
2,103,766 shares of Common Stock, constituting 6.30% of the total shares
outstanding of the Issuer. This includes 1,833,366 shares beneficially owned by
GFI Company, a corporation wholly owned by OPUBCO. The Trust disclaims
beneficial ownership of the shares held by OPUBCO and GFI. The Trust has
currently instituted a program of selling shares of Common Stock and, as of
November 8, 2001, had sold 126,000 shares since January 28, 2001 (90,000 shares
in the past sixty days).
There are no other persons with the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sell of, such
securities.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) among the persons named in Item 2 and between such persons
and any person with respect to any securities of the Issuer, including but not
limited to transfer or voting of any of the securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies.
The parties have entered into a Joint Filing Agreement to make this
Schedule 13D filing (attached as Exhibit 1 hereto).
Item 7. Materials to be Filed as Exhibits.
The following are filed as exhibits:
Exhibit 1 Joint Filing Agreement dated November 8, 2001
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
EDITH GAYLORD HARPER 1995 REVOCABLE TRUST
WILLIAM J. ROSS
William J. Ross, co-trustee
DAVID O. HOGAN
David O. Hogan, co-trustee
Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13D-1(k) under the Securities Exchange Act of 1934,
the persons named below agreed to the joint filing on behalf of each of them on
a statement on Schedule 13D (including amendments thereto) with respect to the
common stock of Gaylord Entertainment Company, and further agree that this Joint
Filing Agreement be included as an exhibit to such statement.
In evidence thereof, the undersigned, being duly authorized, hereby execute
this Agreement this 8th day of November, 2001.
EDITH GAYLORD HARPER 1995 REVOCABLE TRUST
By: WILLIAM J. ROSS
William J. Ross, co-trustee
WILLIAM J. ROSS
William J. Ross
DAVID O. HOGAN
David O. Hogan