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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 21, 1996.
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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WYNDHAM HOTEL CORPORATION
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 7011 75-263-6072
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or Classification Code Number) Identification No.)
organization)
2001 BRYAN STREET, SUITE 2300
DALLAS, TEXAS 75201
(214) 863-1000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
JAMES D. CARREKER
CHIEF EXECUTIVE OFFICER
WYNDHAM HOTEL CORPORATION
2001 BRYAN STREET, SUITE 2300
DALLAS, TEXAS 75201
(214) 863-1000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
M. CHARLES JENNINGS RICHARD D. TRUESDELL, JR.
LOCKE PURNELL RAIN HARRELL DAVIS POLK & WARDWELL
(A PROFESSIONAL CORPORATION) 450 LEXINGTON AVENUE
2200 ROSS AVENUE, SUITE 2200 NEW YORK, NEW YORK 10017
DALLAS, TEXAS 75201
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box: / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /X/ 333-2214
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: / /
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TITLE OF EACH CLASS OF PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
REGISTERED REGISTERED PER SHARE(1) PRICE(1) FEE
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Common Stock, $.01 par
value................. $345,000 $16.00(1) $5,520,000 $1,903
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(1) Estimated solely for the purposes of calculating the registration fee.
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EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended. The contents of the Registration
Statement on Form S-1 (Reg. No. 333-2214) filed by Wyndham Hotel Corporation
(the "Company") with the Securities and Exchange Commission on March 11, 1996,
as amended by Amendment No. 1 thereto filed on May 1, 1996, Amendment No. 2
thereto filed on May 14, 1996 and Amendment No. 3 thereto filed on May 20, 1996,
which was declared effective on May 20, 1996, are incorporated herein by
reference.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of Dallas,
State of Texas, on the 21st day of May, 1996.
WYNDHAM HOTEL CORPORATION
By: /s/ JAMES D. CARREKER*
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Name: James D. Carreker
Title: President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in their
indicated capacities on May 21, 1996.
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NAME TITLE
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<C> <S>
/s/ JAMES D. CARREKER* President, Chief Executive Officer and
- --------------------------------------------- Director
James D. Carreker (principal executive officer)
/s/ ANNE L. RAYMOND* Chief Financial Officer,
- --------------------------------------------- Executive Vice President and Director
Anne L. Raymond (principal financial officer)
/s/ JOHN P. KLUMPH* Vice President -- Corporate Controller
- --------------------------------------------- (principal accounting officer)
John P. Klumph
/s/ HARLAN R. CROW* Director
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Harlan R. Crow
/s/ SUSAN T. GROENTEMAN* Director
- ---------------------------------------------
Susan T. Groenteman
/s/ ROBERT A. WHITMAN* Director
- ---------------------------------------------
Robert A. Whitman
/s/ DANIEL A. DECKER* Director
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Daniel A. Decker
/s/ LESLIE V. BENTLEY* Executive Vice President and Wyndham Garden
- --------------------------------------------- Division President
Leslie V. Bentley
/s/ ERIC A. DANZIGER* Executive Vice President and Wyndham Hotels
- --------------------------------------------- and Resorts Division President
Eric A. Danziger
/s/ STANLEY M. KOONCE, JR.* Executive Vice President -- Marketing,
- --------------------------------------------- Planning and Technical Services
Stanley M. Koonce, Jr.
*By: /s/ CARLA S. MORELAND
- ---------------------------------------------
Carla S. Moreland
Attorney-in-Fact
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INDEX TO EXHIBITS
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SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
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*1.1(a) -- Underwriting Agreement (U.S. Version)
*1.1(b) -- Underwriting Agreement (International Version)
5.1 -- Opinion of Locke Purnell Rain Harrell (A Professional Corporation)
23.1 -- Consent of Locke Purnell Rain Harrell (A Professional Corporation)
(included in Exhibit 5.1)
23.2 -- Consents of Coopers & Lybrand LLP
*24.1 -- Powers of Attorney.
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* Incorporated by reference to the corresponding exhibit number in the Company's
Registration Statement on Form S-1, as amended, Reg. No. 333-2214.
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EXHIBIT 5.1
[LOCKE PURNELL RAIN HARRELL LETTERHEAD]
(214) 740-8675
May 21, 1996
Wyndham Hotel Corporation
2001 Bryan Street, Suite 2300
Dallas, Texas 75201
Ladies and Gentlemen:
We have acted as counsel for Wyndham Hotel Corporation, a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), of up to 345,000 additional
shares of the Company's Common Stock, $.01 par value per share (the "Additional
Securities"), pursuant to a Registration Statement (the "Rule 462(b)
Registration Statement") filed under Rule 462(b) to the Securities Act of 1933,
as amended, in connection with the proposed public offering described in
Registration Statement No. 333-2214 on Form S-1, as amended (the "Original
Registration Statement"), which was declared effective May 20, 1996. We have
examined such documents and questions of law as we have deemed necessary or
advisable for purposes of this opinion.
Based upon the foregoing, we are of the opinion that the Additional
Securities, when issued and delivered against payment of the purchase price
therefor as contemplated by the Underwriting Agreements (the forms of which are
filed as Exhibits 1.1(a) and 1.1(b) to the Original Registration Statement),
will be legally issued, fully paid and nonassessable.
The opinion expressed above is limited in all respects to the laws of
the State of Texas, the General Corporation Law of the State of Delaware and
the federal laws of the United States of America, each as presently in effect.
This letter is furnished by us as counsel to you in connection with
the above referenced public offering and is solely for your benefit and not for
the benefit of any other person. This letter may not be relied upon by you for
any other purpose or relied upon or furnished to any other person without our
prior written consent.
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Wyndham Hotel Corporation
May 21, 1996
Page 2
We consent to the filing of this opinion as an exhibit to the Rule
462(b) Registration Statement and to the reference to our firm in the
prospectus contained therein under the caption "Legal Matters". In giving this
consent, we do not thereby admit that we come within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933, as
amended, or the rules and regulations of the Securities and Exchange Commission
promulgated thereunder.
Respectfully Submitted,
LOCKE PURNELL RAIN HARRELL
(A Professional Corporation)
By: /s/ JOHN B. MCKNIGHT
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John B. McKnight
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CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement of
Wyndham Hotel Corporation on Form S-1 of our report dated March 8, 1996 on our
audits of the financial statements and schedule of Wyndham Hotel Corporation as
of December 31, 1995 and 1994, and for the years ended December 31, 1995, 1994
and 1993, appearing in the registration statement on Form S-1 (File No.
333-2214) of Wyndham Hotel Corporation filed with the Securities and Exchange
Commission pursuant to the Securities Act of 1933.
/s/ Coopers & Lybrand L.L.P.
Dallas, Texas
May 21, 1996
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CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement of
Wyndham Hotel Corporation on Form S-1 of our report dated February 27, 1996, on
our audits of the financial statements of Garden Hotel Associates L.P., as of
December 31, 1995 and 1994, and for the years ended December 31, 1995, 1994 and
1993, appearing in the registration statement on Form S-1 (File No. 333-2214)
of Wyndham Hotel Corporation filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933.
/s/ Coopers & Lybrand L.L.P.
Dallas, Texas
May 21, 1996
