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Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities and Exchange Act of 1934
Wyndham Hotel Corporation
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
983100 10 8
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(CUSIP Number)
James D. Carreker
2001 Bryan Street, Suite 2300
2001 Ross Avenue
Dallas, Texas 75201
(214) 863-1000
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
May 24, 1996
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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 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 filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 (the "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).
All exhibits to this Schedule 13D are incorporated herein by reference to
Wyndham Hotel Corporation's Registration Statement on Form S-1 (Registration
No. 333-2214).
(Continued on the following page(s))
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SCHEDULE 13D
CUSIP NO. 983100 10 8 Page 2
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James D. Carreker
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(See item 4 under the caption Stockholder's Agreement.) (b) /X/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO (See Item 3.)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7 SOLE VOTING POWER
NUMBER OF 1,173,316
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
55,969
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,173,316
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
55,969
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,229,285
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/X/
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.31%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDED BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND SIGNATURE ATTESTATION.
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Item 1. Security and Issuer.
This statement relates to shares of the comon 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) This statement is filed by James D. Carreker.
(b) Mr. Carreker's business address is 2001 Bryan Street, Suite
2300, Dallas, Texas 75201.
(c) Mr. Carreker is the President, Chief Executive Officer and a
director of the Company. The Company is a national hotel company that operates
upscale hotels. The Company's address is set forth in Item 1.
(d)-(e) Mr. Carreker has not 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.
(f) Mr. Carreker is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
Mr. Carreker directly acquired 1,173,316 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 Carreker was a limited
partner. These partnerships were involved in the ownership or management of
hotels. Mr. Carreker acquired such shares pursuant to that certain Formation
Agreement among the Company, Mr. Carreker and the other parties listed on the
signature pages thereto (the "FORMATION AGREEMENT"). The Formation Agreement
is incorporated herein by reference to Exhibit 2.1 to the Company's
Registration Statement on Form S-1 (Registration No. 333-2214).
Mr. Carreker indirectly acquired 55,969 shares of Common Stock on May
24, 1996 through his 49% stock ownership of Wyndham Hotel Management
Corporation, which directly acquired 114,222 shares of Common Stock on May 24,
1996. Wyndham Hotel Management Corporation acquired such 114,222 shares in
exchange for the contribution of a partnership interest in a partnership in
which Wyndham Hotel Management Corporation
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was the general partner. The partnership was involved in the management of
hotels. Such shares were acquired pursuant to the Formation Agreement. Mr.
Carreker disclaims beneficial ownership of all shares of Common Stock held by
Wyndham Hotel Management Corporation beyond his 49% percentage ownership
therein.
The Carreker Descendants Trust, a trust of which Mr. Carreker is the
special trustee and has full voting rights, directly acquired 77,671 shares of
Common Stock on May 24, 1996. Such shares were acquired in exchange for the
contribution of a partnership interest in a partnership in which the trust was
a limited partner. The partnership was involved in the management of hotels.
The trust acquired such shares pursuant to the Formation Agreement. Mr.
Carreker disclaims beneficial ownership of all shares of Common Stock held in
the trust.
During 1993, 1994 and 1995, Mr. Carreker incurred indebtedness to
Wyndham Finance Limited Partnership ("WFLP"), a partnership owned by certain
members of the Crow family or their lineal descendants. The purpose of the
loans was to finance Mr. Carreker's capital contributions to various
partnerships in which Mr. Carreker had an ownership interest. In the Formation
Agreement closing the Company purchased a promissory note representing such
loans for a cash payment to WFLP in the amount of $4,904,573, which is
equivalent to the aggregate outstanding principal and accrued interest that was
owing by Mr. Carreker to WFLP as of December 31, 1995. Such promissory note
accrues interest at 6% per annum and is fully secured by the pledge of shares
of Common Stock held by Mr. Carreker; the outstanding principal and accrued
interest (compounded quarterly) will be payable in a single lump sum in May
2001. The promissory note is incorporated herein by reference to Exhibit
10.16(a) to the Company's Registration Statement on Form S-1 (Registration No.
333-2214).
Item 4. Purpose of Transaction.
Mr. Carreker acquired the shares of Common Stock held by him pursuant
to the Formation Agreement, and is holding them for investment purposes. Mr.
Carreker may purchase additional shares of Common Stock either in the open
market or in private transactions, depending on his 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, Mr. Carreker entered into a
stockholders' agreement (the "STOCKHOLDERS' AGREEMENT") with the Company,
various affiliates of The Hampstead Group L.L.C. (the "BEDROCK STOCKHOLDERS"),
certain other senior executive officers of the Company, 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 the
Stockholders to certain rights regarding corporate governance.
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Pursuant to the Stockholders' Agreement, each of the Stockholders
agrees 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 Securities Act of 1933, as amended, (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 transferring Stockholder 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 (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 Bedrock
Stockholders of the Common Stock would cause the Bedrock 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 Bedrock 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 director 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'
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Agreement), the Chairman of the Board of the Company shall be a person
designated by the Crow Interests. In the event the Bedrock 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 Bedrock Stockholders.
The Stockholders' Agreement terminates upon the earliest to occur of
(a) the sixth anniversary of the date of the Stockholders' Agreement, (b) the
Bedrock Stockholders and the Crow/Wyndham Stockholders collectively owning less
than 37.5% of the outstanding Common Stock, (c) the termination of management
contracts in connection with the development fund organized by the Bedrock
Stockholders and certain lenders, below a specified level, (d) certain changes
in control of the Bedrock Stockholders, (e) the Bedrock 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 Bedrock Stockholders to direct or indirect owners of equity
interest in the Bedrock 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 entirety by reference to the form of Stockholders' Agreement
incorporated herein by reference to Exhibit 10.13 to the Company's Registration
Statement on Form S-1 (Registration No. 333-2214).
Registration Rights Agreement. On May 24, 1996, the Company entered
into a registration rights agreement with Mr. Carreker, certain other senior
executive officers of the Company, 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 shares of Common Stock held by Mr.
Carreker are 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
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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. Mr. Carreker 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.
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 form of Registration Rights
Agreement incorporated herein by reference to Exhibit 10.14 to the Company's
Registration Statement on Form S-1 (Registration No. 333-2214).
Item 5. Interest in Securities of the Issuer.
(a) Mr. Carreker beneficially owns 1,229,285 shares of Common
Stock, or 6.31% of the 19,470,799 shares of Common Stock outstanding. Mr.
Carreker owns 1,173,316 of such shares directly, and beneficially owns an
additional 55,969 of such shares pursuant to
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his 49% ownership and status as a director of Wyndham Hotel Management
Corporation, which owns 114,222 shares directly.
Wyndham Hotel Management Corporation is the sole general partner of
WEL. WEL directly acquired 646,669 shares of Common Stock on May 24, 1996
pursuant to the Formation Agreement. Mr. Carreker disclaims beneficial
ownership of all Common Stock held by WEL.
See the third paragraph of Item 3 regarding shares of Common Stock
held by The Carreker Descendants Trust, as to which shares Mr. Carreker
disclaims beneficial ownership.
(b) Mr. Carreker has the sole power to vote or dispose of
1,173,316 shares of Common Stock, and has shared power to vote or dispose of
55,969 shares of Common Stock.
(c) Not applicable.
(d) Pursuant to the pledge described in the last paragraph of
Item 3, the Company has the right to require the application of proceeds of
sales of pledged shares of Common Stock to the balance of the promissory note
described therein.
(e) Not applicable.
Item 6. Contract, Arrangements, Understandings or Relations with Respect to
Securities of the Issuer.
Stockholders' Agreement. See Item 4 above.
Registration Rights Agreement. See Item 4 above.
Promissory Note. See Item 3 above.
Item 7. Material to be Filed as Exhibits.
Formation Agreement, dated as of March 10, 1996 (incorporated herein by
reference to Exhibit 2.1 to the Company's Registration Statement on Form S-1
(Registration No. 333-2214)).
6% Promissory Note, dated as of May 20, 1996 (incorporated herein by reference
to Exhibit 10.16(a) to the Company's Registration Statement on Form S-1
(Registration No. 333-2214)).
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Stockholders' Agreement, dated as of May 24, 1996 (incorporated herein by
reference to Exhibit 10.13 to the Company's Registration Statement on Form S-1
(Registration No. 333-2214)).
Registration Rights Agreement, dated as of May 24, 1996 (incorporated herein by
reference to Exhibit 10.14 to the Company's Registration Statement on Form S-1
(Registration No. 333-2214)).
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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 /s/ James D. Carreker
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James D. Carreker
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