<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES AND EXCHANGE ACT OF 1934
Wyndham Hotel Corporation
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
983100 10 8
(CUSIP Number)
Susan T. Groenteman
CF Securities, L.P.
2001 Ross Avenue
Dallas, Texas 75201
(214) 863-4000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 24, 1996
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box: / /
Check the following box if a fee is being paid with this statement /X/. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent of such class.
See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filed out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
The Exhibit Index required by Rule 0-3(c) is located at page 15 of this filing.
(Continued on the following page(s))
<PAGE> 2
CUSIP NO. 983100 10 8 Page 2
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CF Securities, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(See Item 4) (b) /X/
- --------------------------------------------------------------------------------
SEC USE ONLY
3
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO (See Item 3)
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
/ /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES -------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 9,447,745
EACH -------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH -------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
9,447,745
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,447,745
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.2%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
CUSIP NO. 983100 10 8 Page 3
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mill Spring Holdings, Inc.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(See Item 4) (b) /X/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO (See Item 3)
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
/ /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES -------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 9,447,745
EACH -------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH -------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
9,447,745
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,447,745
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.2%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 4
CUSIP NO. 983100 10 8 Page 4
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Harlan R. Crow
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(See Item 4) (b) /X/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO (See Item 3)
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
/ /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES -------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 9,447,745
EACH -------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH -------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
9,447,745
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,447,745
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.2%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 5
CUSIP NO. 983100 10 8 Page 5
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Susan T. Groenteman
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(See Item 4) (b) /X/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO (See Item 3)
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
/ /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 31,250
SHARES -------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 9,447,745
EACH -------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 31,250
WITH -------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
9,447,745
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,478,995
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
/X/
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.4%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 6
Item 1. Security and Issuer.
This statement relates to shares of the common stock, par value $.01
per share (the "COMMON STOCK"), of Wyndham Hotel Corporation, a Delaware
corporation (the "COMPANY"). The principal executive offices of the Company are
located at 2001 Bryan Street, Suite 2300, Dallas, Texas 75201, and its telephone
number at such address is (214) 863-1000.
Item 2. Identity and Background.
(a)-(c), (f). This statement is filed by CF Securities, L.P., a Texas
limited partnership ("CFS"), Mill Spring Holdings, Inc., a Texas corporation
("HOLDINGS"), Harlan R. Crow, an individual ("CROW"), and Susan T. Groenteman,
an individual ("GROENTEMAN"), sometimes collectively referred to herein as the
"REPORTING PERSONS."
CFS is a Texas limited partnership principally engaged in investments
in securities. Its principal place of business is located at 2001 Ross Avenue,
Dallas, Texas 75201. Holdings is the general partner of CFS.
Holdings is a Texas corporation established as a holding company for
various investments. Crow is the sole director, President and principal
stockholder of Holdings. Groenteman is an executive officer of Holdings.
Holdings' principal place of business is located at 2001 Ross Avenue, Dallas,
Texas 75201.
Crow is a director of the Company and principally employed as an
investor. His principal place of business is located at 2001 Ross Avenue,
Dallas, Texas 75201. Crow is a United States citizen.
Groenteman is a director of the Company, a Vice President of Holdings
and is an employee of an affiliate of CFS and Holdings. Her principal place of
business is located at 2001 Ross Avenue, Dallas, Texas 75201. Groenteman is a
United States citizen.
The name; business address; present principal occupation or employment;
and the name, principal business and address of each corporation or other
organization in which such occupation of employment is conducted for each
executive officer or director, each controlling person, and each executive
officer or director of such controlling person of CFS and Holdings are set
forth on Schedule I hereto, which Schedule I is incorporated herein by
reference.
(d)-(e). None of CFS, Holdings, Crow or Groenteman nor, to the best
knowledge of CFS, Holdings, Crow and Groenteman, any of the persons listed on
Schedule I attached hereto, has during the past five years, (i) been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors),
or (ii) been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction that resulted in a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
Page 6
<PAGE> 7
Item 3. Source and Amount of Funds or Other Consideration.
(a) CFS acquired 9,478,995 shares of Common Stock on May 24, 1996. Such
shares were acquired in exchange for various contributions of partnership
interests in various partnerships in which CFS was a limited partner. These
partnerships were involved in the ownership or management of hotels. CFS
acquired such shares pursuant to the terms of that certain Formation Agreement
among the Company, CFS, Crow and the other parties listed on the signature pages
thereto (the "FORMATION AGREEMENT"). A copy of the Formation Agreement is
attached hereto as Exhibit 10.1 and incorporated herein by reference.
Immediately after CFS Shares were delivered to CFS, 31,250 of such shares were
delivered to Groenteman as described in Item 5(c) below. The 9,447,745 shares of
Common Stock currently held by CFS are referred to herein as the "CFS SHARES."
Holdings may be deemed to beneficially own the CFS shares by virtue of its
status as general partner of CFS.
(b) Crow may be deemed to beneficially own the CFS Shares by virtue of
his status as the sole director, President and a principal shareholder of
Holdings.
(c) Groenteman acquired 31,250 shares of Common Stock from Mill Creek
Holdings, Ltd., a Texas limited partnership and an affiliate of CFS ("MCH"),
pursuant to a series of transactions described in Item 5(c) below. Groenteman
has the authority to direct the voting and disposition of the CFS Shares
pursuant to a Power of Attorney dated December 5, 1995. As a result of such
authority, Groenteman may be deemed to beneficially own the CFS Shares. A copy
of the Power of Attorney is attached hereto as Exhibit 99.1. Groenteman
disclaims beneficial ownership of all of the CFS Shares.
Item 4. Purpose of Transaction.
CFS acquired the CFS Shares pursuant to the terms of the Formation
Agreement and is holding them for investment purposes. Groenteman acquired the
31,250 shares of Common Stock she holds in consideration of past services as
described in Item 5(c) below and is holding them for investment purposes. Any of
the Reporting Persons may purchase additional shares of Common Stock either in
the open market or in private transactions, depending on his, her or its
evaluation of the Company's business, prospects and financial condition, the
market for the Common Stock, economic conditions, money and stock market
conditions and other future developments.
STOCKHOLDERS' AGREEMENT. On May 24, 1996, CFS, Crow and Groenteman
entered into a stockholders' agreement (the "STOCKHOLDERS' AGREEMENT") with the
Company, Wynopt Investment Partnership, L.P. and Wynopt Investment Partnership
Level II, L.P. (collectively, with any of their transferees, the "HAMPSTEAD
STOCKHOLDERS") together, "BEDROCK" and certain senior executive officers of the
Company (the "SENIOR EXECUTIVE OFFICERS"), Wyndham Employees, Ltd. ("WEL") and
certain other parties (collectively, the "CROW/WYNDHAM STOCKHOLDERS"), which
imposes certain restrictions on the transfer of Common Stock held by such
stockholders (the "STOCKHOLDERS") and entitles such Stockholders to certain
rights regarding corporate governance of the Company.
Page 7
<PAGE> 8
Pursuant to the Stockholders' Agreement, each of the Stockholders
agree not to sell, transfer, pledge or otherwise dispose of ("TRANSFER") its
Common Stock otherwise than as permitted by the provisions of the Stockholders'
Agreement. The Stockholders' Agreement permits the following transfers: (i)
open-market sales not exceeding the volume limitations imposed by Rule 144
under the Act, (ii) sales in the Company's initial public offering and (iii)
Transfers of Common Stock by WEL to the direct or indirect owners of equity
interests in WEL. The Stockholders' Agreement also provides that any
Stockholders may Transfer any Common Stock, provided that the transferee agrees
to be bound by the Stockholders' Agreement, (a) to any wholly-owned affiliate
of the transferring Stockholder, (b) to certain of the transferring
Stockholder's family members, trusts or, if the transferring Stockholder is a
corporation, partnership or other entity, its equity owners, (c) to certain
members of the Crow family or their lineal descendants (together with any
entity not less than 75% of the beneficial interests of which are owned by
such members of the Crow Family, the "CROW INTERESTS"), (d) to the Company or
to any then-existing Crow/Wyndham Stockholder or to any full-time senior
executive officer of the Company, (e) as a pledge to secure indebtedness,
provided that the pledgee agrees to offer a right of purchase, in the event of
any foreclosure of the pledge, to the other Stockholders in accordance with the
Stockholders' Agreement, and (f) to the owners of equity interests in a
Stockholder upon a partial or complete liquidation or dissolution of such
Stockholder.
The Stockholders' Agreement further provides that except with respect
to a permitted Transfer described above, the proposed Transfer by a Stockholder
to a third party of Common Stock shall be subject to a first right of purchase
in favor of the Stockholders in the other Stockholder Group (as defined below)
at the price and on the other terms of the proposed third-party sale. The
Company has a prior right to purchase Common Stock subject to a proposed
Transfer if the offered Common Stock represents all of the Common Stock held by
the Crow Interests, but only to the extent the purchase by the Hampstead
Stockholders of the Common Stock would cause the Hampstead Stockholders to own
more than 40% of the outstanding Common Stock. A similar first right of purchase
requirement applies in the event of third-party sales in connection with a shelf
registration or an underwritten public offering in which Stockholders propose to
sell Common Stock.
Under the Stockholders' Agreement, the Hampstead Stockholders and the
Crow/Wyndham Stockholders (each a "STOCKHOLDER GROUP") are each entitled to
nominate a portion of the Company's Board of Directors, such portion to be based
upon the proportionate number of shares of Common Stock held by each Stockholder
Group and to be allocated as proportionately as practicable between independent
directors and other directors. Each Stockholder Group is also entitled to
nominate directors to serve on each of the Board's Committees on a similar
proportionate basis. Subject to certain conditions set forth in the
Stockholders' Agreement, each Stockholder Group agrees to use its best efforts
to elect the directors nominated in accordance with the Stockholders' Agreement
and to remove directors under certain circumstances. The Stockholders' Agreement
further provides that as long as the Crow Interests own at least 30% of the
outstanding Common Stock (excluding any shares acquired from a third party after
the date of the Stockholders' Agreement), the Chairman of the Board of the
Company shall be a person designated by the Crow Interests. In the event the
Hampstead Stockholders own at least 30% of the outstanding Common Stock
(excluding any shares acquired from a third party after the date of the
Stockholders' Agreement) and the Crow Interests no longer own at least such
percentage, the Chairman of the Board of the Company shall be a person
designated by the Hampstead Stockholders.
Page 8
<PAGE> 9
The Stockholders' Agreement terminates upon the earliest to occur of
(a) the sixth anniversary of the date of the Stockholders' Agreement (b) the
Hampstead Stockholders and the Crow/Wyndham Stockholders collectively owning
less than 37.5% of the outstanding Common Stock of the Company; (c) the
termination of management contracts under the Investment Program below a
specified level, (d) certain changes in control of the Hampstead Stockholders,
(e) the Hampstead Stockholders owning less than 50% of the number of shares of
Common Stock held by them immediately following the Company's initial public
offering and (f) any distribution of Common Stock by the Hampstead Stockholders
to direct or indirect owners of equity interests in the Hampstead Stockholders
that result in such Common Stock being held by anyone other than a Bedrock
principal or an entity controlled by such a principal. The foregoing description
of the Stockholders' Agreement is qualified in its entirely by reference to the
copy of the Stockholders' Agreement attached hereto as Exhibit 10.2 and
incorporated herein by reference.
REGISTRATION RIGHTS AGREEMENT. On May 24, 1996, the Company entered
into a registration rights agreement with CFS, Crow, Groenteman, the Senior
Executive Officers, Bedrock and certain other parties (the "REGISTRATION RIGHTS
AGREEMENT"), pursuant to which the Company agreed, subject to certain
limitations and under certain circumstances, to register for sale any shares of
Common Stock (and other securities of the Company that are exercisable to
purchase, convertible into or exchangeable for shares of capital stock of the
Company) that are held by the parties thereto (collectively, the "REGISTRABLE
SECURITIES"). All of the 9,478,995 shares of Common Stock held by the Filing
Parties will be Registrable Securities. The Registration Rights Agreement
provides that any holder of Registrable Securities may require the Company upon
written notice to register for sale such Registrable Securities (a "DEMAND
REGISTRATION"), provided that the total amount of Registrable Securities to be
included in the Demand Registration has a market value of at least $20 million
and provided that notice is not given prior to six months after the effective
date of the previous Demand Registration. If Registrable Securities are going
to be registered by the Company pursuant to a Demand Registration, the Company
must provide written notice to the other holders of Registrable Securities and
permit them to include any or all Registrable Securities that they hold in the
demand Registration, provided that the amount of Registrable Securities
requested to be registered may be limited by the underwriters in an
underwritten offering based on such underwriters' determination that inclusion
of the total amount of Registrable Securities requested for registration would
materially and adversely affect the success of the offering. Upon notice of a
Demand Registration, the Company is required to file a Registration Statement
within 60 days of the date on which notice is given, although the Company may
postpone the filing for up to 90 days under certain circumstances. Subject to
the conditions stated or referred to above, the holders of Registrable
Securities may request an unlimited number of Demand Registrations. CFS, Crow,
Groenteman, the Senior Executive Officers, Bedrock and certain other parties to
the Registration Rights Agreement have agreed not to exercise any Demand
Registration rights for a period of six months from the date of execution of
the Registration Rights Agreement. WEL has a one time right to require the
Company to register the Registrable Securities that it holds in connection with
the distribution of the Registrable Securities to the WEL participants (the
"WEL REGISTRATION"). Other holders of Registrable Securities may not join the
WEL Registration. A WEL Registration is not a Demand Registration and it is not
subject to the restrictions on a Demand Registration, including the $20 million
market value requirement.
Page 9
<PAGE> 10
The Registration Rights Agreement also provides that, subject to
certain exceptions, in the event the Company proposes to file a registration
statement with respect to an offering of any class of equity securities, other
than a WEL Registration and certain other types of registrations, the Company
will offer the holders of Registrable Securities the opportunity to register the
number of Registrable Securities they request to include (the "PIGGYBACK
REGISTRATION"), provided that the amount of Registrable Securities requested to
be registered may be limited by the underwriters in an underwritten offering
based on such underwriters' determination that inclusion of the total amount of
Registrable Securities requested for registration would materially and adversely
affect the success of the offering. The Company is generally required to pay all
of the expenses of Demand Registrations, the WEL Registration and Piggyback
Registrations, other than underwriting discounts and commissions. In the event
of a Demand Registration within one year of the date of the Registration Rights
Agreement, the holders of the Registrable Securities being registered must pay
up to $250,000 ($125,000 in the case of a shelf registration) of such expenses.
The foregoing description of the Registration Rights Agreement is qualified in
its entirety by reference to the Registration Rights Agreement, a copy of which
is attached hereto as Exhibit 10.3 and incorporated herein by reference.
Item 5. Interest in Securities of the Issuer.
(a) The aggregate number and percentage of the shares of Common Stock
beneficially owned (identifying those shares of Common Stock for which there is
a right to acquire) by each of the Reporting Persons, and for all of the
Reporting Persons collectively, is set forth on Schedule II attached hereto and
incorporated herein in full by reference thereto.
(b) Schedule II attached hereto shows the number of shares of Common
Stock as to which there is sole power to vote or to direct the vote, shared
power to vote or to direct the vote, sole power to dispose or to direct the
disposition and shared power to dispose or to direct the disposition, for each
of the Reporting Persons. The applicable information required by Item 2 for each
person with whom the power to vote or to direct the vote or to dispose or to
direct the disposition is set forth in Item 2 above.
(c) On May 24, 1996, CFS transferred 31,250 shares of Common Stock to
MCH, an affiliate of CFS (Holdings is the general partner of CFS and MCH). Such
shares were transferred for aggregate consideration of $500,000 or $16.00 per
share of Common Stock (the initial public offering price of the Common Stock in
the Company's recently completed initial public offering). Such shares were
subsequently transferred to Groenteman in consideration of past services.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relations with
Respect to Securities of the Issuer.
Stockholders' Agreement. See the discussion in Item 4 above.
Page 10
<PAGE> 11
Registration Rights Agreement. See the discussion in Item 4 above.
Attached hereto as Exhibit 99.2 and incorporated herein by reference
is a copy of the Agreement Among Filing Parties dated as of May 31, 1996.
Item 7. Material to be Filed as Exhibits.
Exhibit 10.1 - Formation Agreement, dated as of March 10, 1996,
incorporated by reference to the Company's registration statement on Form S-1,
Registration No. 333-2214 (Exhibit 2.1)
Exhibit 99.1 - Power of Attorney (filed herewith)
Exhibit 10.2 - Stockholders' Agreement incorporated by reference to the
Company's registration statement on Form S-1, Registration No. 333-2214 (Exhibit
10.13)
Exhibit 10.3 - Registration Rights Agreement incorporated by
reference to the Company's registration statement on Form S-1, Registration No.
333-2214 (Exhibit 10.14)
Exhibit 99.2 - Agreement Among Filing Parties (filed herewith)
Page 11
<PAGE> 12
SCHEDULE I
CERTAIN INFORMATION REGARDING DIRECTORS, EXECUTIVE OFFICERS
AND CONTROLLING PERSONS OF CF SECURITIES, L.P. AND
MILL SPRING HOLDINGS, INC.
1. CF SECURITIES, L.P.
<TABLE>
<CAPTION>
Name and Position Business Address Present Occupation
----------------- ---------------- ------------------
<S> <C> <C>
Mill Spring Holdings, Inc. 3200 Trammell Crow Center
General Partner 2001 Ross Avenue
Dallas, Texas 75201
</TABLE>
2. MILL SPRING HOLDINGS, INC.
<TABLE>
<CAPTION>
Name and Position Business Address Present Occupation
----------------- ---------------- ------------------
<S> <C> <C>
Harlan R. Crow 3200 Trammell Crow Center Investor
Director and President 2001 Ross Avenue
Dallas, Texas 75201
Susan T. Groenteman 3200 Trammell Crow Center
Vice President 2001 Ross Avenue
Dallas, Texas 75201
Trammell S. Crow 3200 Trammell Crow Center Investor
Vice President 2001 Ross Avenue
Dallas, Texas 75201
Philip J. Wise 3200 Trammell Crow Center
Vice President 2001 Ross Avenue
Dallas, Texas 75201
Sarah Puckett 3200 Trammell Crow Center
Vice President 2001 Ross Avenue
Dallas, Texas 75201
Timothy J. Hogan 3200 Trammell Crow Center
Vice President 2001 Ross Avenue
Dallas, Texas 75201
Susan L. Fish 3200 Trammell Crow Center
Vice President 2001 Ross Avenue
Dallas, Texas 75201
Kathleen Smalley 3200 Trammell Crow Center
Vice President and Secretary 2001 Ross Avenue
Dallas, Texas 75201
Jackie Close 3200 Trammell Crow Center
Assistant Secretary 2001 Ross Avenue
Dallas, Texas 75201
</TABLE>
<PAGE> 13
SCHEDULE II
REPORTING PERSONS
<TABLE>
<CAPTION>
Aggregate
Amount Percent of
Sole Shared Sole Shared of Shares Class
Voting Voting Dispositive Dispositive Beneficially Beneficially
Power Power Power Power Owned Owned
------------ ------------ -------------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
CF Securities, L.P.......... -0- 9,447,745 -0- 9,447,745 9,447,745 47.2%
Mill Spring Holdings,
Inc. (1)................ -0- 9,447,745 -0- 9,447,745 9,447,745 47.2%
Harlan R. Crow (2).......... -0- 9,447,745 -0- 9,447,745 9,447,745 47.2%
Susan T. Groenteman......... 31,250 9,447,745 31,250 9,447,745 9,478,995(3) 47.4%
--------- ----------- ---------
TOTAL.................... 31,250 9,447,745 31,250 9,447,745 9,478,995 47.4%
========= =========== ========= ====
</TABLE>
(1) Includes 9,447,745 shares of Common Stodck held of record by CF
Securities, L.P., of which Mill Spring Holdings, Inc. is the general
partner.
(2) Includes 9,447,745 shares of Common Stock held of record by CF
Securities, L.P., which shares could be attributed to Harlan R. Crow
as a principal stockholder and sole director of Mill Spring Holdings,
Inc.
(3) Includes 9,447,745 Shares of Common Stock held by CF Securities, L.P.,
which shares may be deemed to be beneficially owned by Ms. Groenteman
as a result of the authority granted her by a power of attorney
executed by Harlan R. Crow. Ms. Groenteman disclaims beneficial
ownership of the shares of Common Stock held by CF Securities, L.P.
The Reporting Persons expressly disclaim the existence of any "group"
(within the meaning of Section 13(d)(3) under the Securities Exchange Act of
1934).
<PAGE> 14
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.
DATED: May 31, 1996 CF SECURITIES, L.P., a Texas limited partnership
By: MILL SPRING HOLDINGS, INC., a Texas
corporation and its General Partner
By: /s/ HARLAN R. CROW
-----------------------------------
Name: Harlan R. Crow
------------------------------
Title: President
-----------------------------
DATED: May 31, 1996 MILL SPRING HOLDINGS, INC.
By: /s/ HARLAN R. CROW
-----------------------------------
Name: Harlan R. Crow
------------------------------
Title: President
-----------------------------
:
DATED: May 31, 1996 /s/ HARLAN R. CROW
---------------------------------------
Harlan R. Crow
DATED: May 31, 1996 /s/ SUSAN T. GROENTEMAN
---------------------------------------
Susan T. Groenteman
<PAGE> 15
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Page
- ---------- ----
<S> <C>
10.1 Formation Agreement, dated as of March 10, 1996, incorporated
by reference to the Company's registration statement on Form
S-1, Registration No. 333-2214 (Exhibit 2.1)
99.1 Power of Attorney (filed herewith)
10.2 Stockholders' Agreement, dated as of May 24, 1996, 16
incorporated by reference to the Company's registration
statement on Form S-1, Registration No. 333-2214 (Exhibit
10.13)
10.3 Registration Rights Agreement, dated as of May 24, 1996,
incorporated by reference to the Company's registration
statement on Form S-1, Registration No. 333-2214 (Exhibit
10.14)
99.2 Agreement Among Filing Parties, dated as of May 30, 1996 (filed herewith) 21
</TABLE>
<PAGE> 1
POWER OF ATTORNEY
STATE OF TEXAS
COUNTY OF DALLAS
KNOW ALL MEN BY THESE PRESENTS, that I, HARLAN R. CROW of Dallas,
Dallas County, Texas, have made, constituted and appointed and by these
presents do make, constitute and appoint SUE GROENTEMAN of Dallas, Dallas
County, Texas, my true and lawful attorney, for me and in my name, place and
stead to do any and every act and exercise any and every power that I might or
could do or exercise through any other person and that my said attorney shall
deem proper and advisable, intending hereby to vest in him a full and universal
power of attorney, including, but not limited to, the following powers:
1. To sell, exchange, give options upon, partition, convey or
otherwise dispose of, with or without covenants or warranty of title, any
property which I may own or in which I may have interest, at public or private
sale or otherwise, for cash or other consideration or on credit, and upon such
terms and conditions and for such consideration as my said attorney shall
think advisable.
2. To lease any real estate or personal property which I may own or
in which I may have an interest, on such terms as my said attorney shall think
fit, including the power to make leases that may extend beyond the terms of
this power of attorney.
3. To improve any real estate which I may own or in which I may have
an interest, including a power to demolish any buildings in whole or in part
and to erect buildings and other improvements, and to enter into such contracts
with architects, building contractors, and others, as my said attorney may deem
appropriate in such connection.
4. To incorporate any real or personal properties which I may own or
in which I may have an interest, transferring and conveying the same to such
corporations, in such parcels, for such securities and upon such terms as may
seem proper to may said attorney.
5. To borrow money and sign and deliver in my name such promissory
notes and other evidences of indebtedness as my said attorney may deem
appropriate, such loans to be obtained at such rates of interest, payable in
such installments, and upon such other terms and conditions as my said attorney
shall deem appropriate.
6. To mortgage, pledge or otherwise encumber any real or personal
property which I may own or in which I may have an interest to secure loans
made to me or to third persons, including the power to encumber any such
property for a period extending beyond the term of this power of attorney.
<PAGE> 2
7. To prosecute or defend any suit and to compromise or arbitrate any
claims or litigations.
8. To cause to be prepared and to execute, acknowledge and file on my
behalf such plats, applications for building permits, and other instruments and
documents as may be appropriate in connection with the improvement or
subdivision of any real estate which I may own or in which I may have an
interest.
9. To make, execute, acknowledge and deliver in my name such
contracts, instruments of conveyance or lease, and other instruments and
documents as my said attorney may deem appropriate.
10. To execute guaranties of the obligations of third parties or other
instruments obligating me to answer for the debt or default of another.
11. To exercise such other powers as may be necessary or desirable in
the management of my properties and affairs, whether the same be of like kind
or character to those herein enumerated or not; in particular to enable my said
attorney to act under changed conditions, the exact nature of which cannot now
be foreseen, it being intended to vest in my said attorney, and I do hereby
vest in my said attorney, full power to control and manage my property and
affairs, giving and granting to my said agent and attorney-in-fact full power
and authority to do and perform all and every act and thing whatsoever
requisite and necessary to be done in connection therewith as fully to all
intents and purposes, as I might or could do if personally present, hereby
ratifying and confirming whatsoever my said agent and attorney-in-fact shall or
may do by virtue hereof.
All powers and authorities hereby granted may be exercised by my said
attorney-in-fact acting alone without the joinder of any other person.
I hereby agree and represent to those persons dealing with my said
agent and attorney-in-fact that this power of attorney may be voluntarily
revoked only by a written instrument of revocation filed for record in the
office of the County Clerk of Dallas County, Texas, except that if this power
of attorney has not been sooner revoked, it shall, in any event, be
automatically revoked and terminated and shall become null and void without any
further action on the part of either of us at 11:59 p.m., C.S.T., on the 31st
day of December, 1996.
This power of attorney shall not terminate on my disability or
incompetence except upon qualification of a guardian by a court of competent
jurisdiction and expiration of the period, if any, available for appeal. In
that event, Sue Groenteman shall deliver to the guardian all assets of my
estate in Sue Groenteman's possession and shall account to the guardian as he
would to me had I terminated this power.
I hereby revoke and terminate any and all powers of attorney which I
may have heretofore granted to Sue Groenteman my attorney-in-fact named herein,
it being my intention that this power of
2
<PAGE> 3
attorney shall supersede any such prior powers of attorney granted to him.
IN WITNESS WHEREOF, I have hereunto set my hand this 5th day of December, 1995,
but effective for all purposes as of January 1, 1996.
Witnesses:
/s/ Mary A. Dilworth /s/ Harlan R. Crow
- ------------------------ ---------------------
HARLAN R. CROW
/s/ SIG ILLEGIBLE
- ------------------------
3
<PAGE> 4
STATE OF TEXAS SECTION
SECTION
COUNTY OF DALLAS SECTION
This instrument was acknowledged before me on the 5th day of December
1995, by HARLAN R. CROW.
/s/ Jackie Close
--------------------------
Notary Public in and for
the State of Texas
My Commission Expires:
- ------------------------- --------------------------
[NOTARY JACKIE CLOSE (Print or type name of notary)
SEAL] NOTARY PUBLIC
STATE OF TEXAS
COMM. EXP. 09/06/99
RETURN TO: Donna L. Gulledge
Legal Department
Trammell Crow Company
3500 Trammell Crow Center
2001 Ross Avenue
Dallas, TX 72501-2997
4
<PAGE> 1
AGREEMENT AMONG FILING PARTIES
THIS AGREEMENT is made and entered into on May 31, 1995, by and among
CF Securities, L.P., a Texas limited partnership, Mill Spring Holdings, Inc., a
Texas corporation, Harlan R. Crow and Susan T. Groenteman, (collectively
referred to herein as the "FILING PARTIES").
WHEREAS, Rule 13d-1(f)(1)(iii) under the Securities Exchange Act of
1934, as amended (the "ACT"), requires that, when a Schedule 13D is filed on
behalf of more than one person, an agreement be executed and filed as an exhibit
to the Schedule 13D reflecting that the Schedule 13D is being filed on behalf of
all such persons:
NOW, THEREFORE, in consideration of the premises and the mutual
promises stated herein, the Filing Parties hereby agree as follows:
(i) Each Filing Party agrees that a single Schedule 13D (and any
amendments thereto) shall be filed jointly on behalf of all the Filing Parties
with respect to the shares of common stock, $.01 par value per share, of Wyndham
Hotel Corporation, a Delaware corporation.
(ii) Each Filing Party acknowledges and agrees that, pursuant to Rule
13d-1(f)(1) under the Act, each Filing Party individually is (i) eligible to use
the Schedule 13D and (ii) responsible for the timely filing of such Schedule 13D
and any amendments thereto and for the completeness and accuracy of the
information concerning such Filing Party contained in such Schedule 13D. None of
the Filing Parties, however, shall be responsible for the completeness or
accuracy of information concerning any other Filing Party contained in such
Schedule 13d, or any amendments thereto, unless such Filing Party knows or has
reason to believe that such information is incomplete or inaccurate.
(iii) This agreement shall not be assignable by any Filing Party. Any
assignment in violation of the foregoing shall be null and void.
(iv) This agreement shall terminate upon the written notice of
termination given by any Filing Party to the other Filing Parties.
(v) This agreement may be executed in several counterparts, each of
which shall be deemed to be an original copy hereof.
<PAGE> 2
IN WITNESS WHEREOF, the undersigned hereby executed this Agreement
Among Filing Parties as of the date or dates indicated below.
DATED: May 31, 1996 /s/ HARLAN R. CROW
----------------------------------------
Harlan R. Crow
DATED: May 31, 1996 /s/ SUSAN T. GROENTEMAN
----------------------------------------
Susan T. Groenteman
DATED: May 31, 1995 CF SECURITIES, L.P., A TEXAS LIMITED
PARTNERSHIP
By: Mill Spring Holdings, Inc., a Texas
corporation and its general partner
By: /s/ HARLAN R. CROW
--------------------------------
Name: Harlan R. Crow
---------------------------
Title: President
--------------------------
DATED: May 31, 1996 MILL SPRING HOLDINGS, INC., a Texas
corporation
By: /s/ HARLAN R. CROW
----------------------------------------
Name: Harlan R. Crow
--------------------------------------
Title: President
-------------------------------------
