<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20546
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
WYNDHAM HOTEL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 75-263-6072
(State of incorporation or organization) (I.R.S. Employer Identification No.)
2001 Bryan Street, Suite 2300, Dallas, Texas 75201
(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of debt securities
and is effective upon filing pursuant to General Instruction A(c)(1), please
check the following box: [ ]
If this Form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a
concurrent registration statement under the Securities Act of 1933 pursuant to
General Instruction A(c)(2), please check the following box: [ ]
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:
<S> <C>
Common Stock, par value $.01 per share New York Stock Exchange
</TABLE>
Securities to be registered pursuant to Section 12(g) of the Act:
N/A
<PAGE> 2
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The information set forth under the heading "Description of Capital
Stock" in the prospectus that is part of the Registration Statement on Form S-1
filed by the Registrant on March 11, 1996, as amended (Registration No. 333-
2214), is hereby incorporated by reference.
ITEM 2. EXHIBITS
(1) Registration Statement No. 333-2214, as amended, of the Registrant
(4)(a) Amended and Restated Certificate of Incorporation of the
Registrant
(4)(b) Amended and Restated By-Laws of the Registrant
(5) Specimen certificate for shares of common stock, par value $.01
per share, of the Registrant.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration to be signed on
its behalf by the undersigned, thereto duly authorized.
Wyndham Hotel Corporation
By: /s/ JAMES D. CARREKER CSM
---------------------------
James D. Carreker
Chief Executive Officer
Date: 5/14/96
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
No. Description
- ------- -----------
<S> <C>
(1) Registration Statement No. 333-2214, as amended, of the Registrant
(4)(a) Amended and Restated Certificate of Incorporation of the Registrant
(4)(b) Amended and Restated By-Laws of the Registrant
(5) Specimen temporary certificate for shares of common stock, par value $.01 per share, of the Registrant
</TABLE>
<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 14, 1996.
REGISTRATION NO. 333-2214
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 2
TO
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)
<TABLE>
<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)
</TABLE>
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Copies to:
<TABLE>
<S> <C>
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
</TABLE>
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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 426(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. / /
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: / /
------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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<PAGE> 2
EXPLANATORY NOTE
This registration statement contains two forms of prospectus: one to be
used in an offering in the United States of America and Canada (the "U.S.
Prospectus") and one to be used in a concurrent international offering outside
the United States of America and Canada (the "International Prospectus"). The
U.S. Prospectus and the International Prospectus are identical except that they
contain different front and back cover pages. The form of U.S. Prospectus is
included in this registration statement and is followed by those pages to be
used in the International Prospectus that differ from those in the U.S.
Prospectus. Each of the pages for the International Prospectus included in this
registration statement is labeled "Alternate Page for International Prospectus."
<PAGE> 3
WYNDHAM HOTEL CORPORATION
CROSS REFERENCE SHEET
PURSUANT TO ITEM 501(B) OF REGULATION S-K SHOWING
LOCATION IN PROSPECTUS OF INFORMATION REQUIRED BY ITEMS OF FORM S-1
<TABLE>
<CAPTION>
ITEM
NUMBER CAPTION LOCATION IN PROSPECTUS
- ------ ----------------------------------------- -----------------------------------------
<C> <S> <C>
1. Forepart of the Registration Statement
and Outside Front Cover Page of
Prospectus............................. Facing Page; Cross Reference Sheet;
Outside Front Cover Page of Prospectus
2. Inside Front and Outside Back Cover Pages
of Prospectus.......................... Inside Front and Outside Back Cover Pages
of Prospectus; Available Information
3. Summary Information, Risk Factors and
Ratio of Earnings to Fixed Charges..... Prospectus Summary; Risk Factors
4. Use of Proceeds.......................... Prospectus Summary; The Formation and the
Financing Plan; Use of Proceeds;
Capitalization
5. Determination of Offering Price.......... Cover Page; Underwriting
6. Dilution................................. Dilution
7. Selling Security Holders................. Not Applicable
8. Plan of Distribution..................... Outside Front Cover Page of Prospectus;
Underwriting
9. Description of Securities to be
Registered............................. Prospectus Summary; Description of
Capital Stock
10. Interests of Named Experts and Counsel... Not Applicable
11. Information with Respect to Registrant... Prospectus Summary; Risk Factors; The
Formation and the Financing Plan; Use
of Proceeds; Dilution; Dividend Policy;
Capitalization; Pro Forma Combined
Financial Data; Selected Combined
Financial Data; Management's Discussion
and Analysis of Financial Condition and
Results of Operations; Business;
Management; Certain Relationships and
Transactions; Principal Stockholders;
Shares Eligible for Future Sale;
Description of Indebtedness;
Description of Capital Stock;
Underwriting; Index to Financial
Statements
12. Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities............................ Not Applicable
</TABLE>
<PAGE> 4
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED MAY 14, 1996
PROSPECTUS
<TABLE>
<S> <C>
[LOGO] 3,350,000 SHARES
WYNDHAM HOTEL CORPORATION
COMMON STOCK
</TABLE>
------------------
All of the shares of Common Stock offered hereby are being sold by Wyndham
Hotel Corporation (the "Company"). Of the 3,350,000 shares of Common Stock
offered hereby, 2,680,000 shares are being offered in the United States and
Canada by the U.S. Underwriters (as defined herein), and 670,000 shares are
being offered in a concurrent international offering outside the United States
and Canada by the Managers (as defined herein) (collectively, the "Offering").
Prior to the Offering, there has not been a public market for the Common
Stock of the Company. It is currently estimated that the initial public offering
price will be between $14.00 and $16.00 per share. See "Underwriting" for
information relating to the factors considered in determining the initial public
offering price.
The Common Stock has been approved for listing on the New York Stock
Exchange under the symbol "WYN" subject to official notice of issuance.
Concurrently with the Offering and as part of its Financing Plan (as
defined herein), the Company is offering $100,000,000 aggregate principal amount
of % Senior Subordinated Notes due 2006 by a separate prospectus (the "Debt
Offering," and together with the Offering, the "Offerings"). The consummation of
each of the Offerings is conditioned upon the consummation of the other, and
will occur simultaneously. See "The Formation and the Financing Plan."
------------------
SEE "RISK FACTORS" BEGINNING ON PAGE 13 OF THIS PROSPECTUS FOR A DISCUSSION
OF CERTAIN FACTORS TO BE CONSIDERED BY INVESTORS.
------------------
THESE SECURITIES 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 PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR
ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION
TO THE CONTRARY IS UNLAWFUL.
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<TABLE>
<S> <C> <C> <C>
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UNDERWRITING
PRICE TO DISCOUNTS AND PROCEEDS TO
PUBLIC COMMISSIONS(1) COMPANY(2)
</TABLE>
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<TABLE>
<S> <C> <C> <C>
Per Share $ $ $
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Total(3) $ $ $
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</TABLE>
(1) For information regarding indemnification of the U.S. Underwriters and
the Managers, see "Underwriting."
(2) Before deducting expenses estimated at $ , which are payable by
the Company.
(3) The Company has granted the several U.S. Underwriters a 30-day option to
purchase up to 502,500 additional shares of Common Stock solely to cover
over-allotments, if any. See "Underwriting." If such option is exercised
in full, the total Price to Public, Underwriting Discounts and
Commissions and Proceeds to Company will be $ , $ and
$ , respectively.
------------------
These shares of Common Stock are being offered by the several U.S.
Underwriters named herein, subject to prior sale, when, as and if accepted by
them and subject to certain conditions. It is expected that certificates for the
shares of Common Stock offered hereby will be available for delivery on or about
, 1996 at the offices of Smith Barney Inc., 333 West 34th Street,
New York, New York 10001.
------------------
SMITH BARNEY INC.
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
MONTGOMERY SECURITIES
BT SECURITIES CORPORATION
, 1996.
<PAGE> 5
[PHOTOS]
IN CONNECTION WITH THE OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK
OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE, IN THE
OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE
DISCONTINUED AT ANY TIME.
2
<PAGE> 6
ONE BRAND. THREE UPSCALE PRODUCTS.
Wyndham Hotel Corporation offers three distinct full service hotel products
under a single brand name: Wyndham Hotels, Wyndham Garden Hotels and Wyndham
Resorts. Each is tailored to serve the needs of Wyndham's core upscale
customers in one of three specific markets: urban, suburban and resorts.
[Three multicolored rings in concentric format with
overlap identifying Wyndham's core customer.]
Wyndham has focused on developing a high quality brand name. In 1995,
ninety-four percent of Wyndham guests surveyed indicated that they would return
to that Wyndham hotel on their next trip to the same city.
WYNDHAM HOTELS
Wyndham Harbour Island Hotel
[PHOTO OF WYNDHAM HARBOUR ISLAND HOTEL]
Wyndham Hotels are large hotels with an average of 400 rooms, extensive meeting
space for group customers, and a full range of guest services and amenities.
WYNDHAM RESORTS
Wyndham Rose Hall Resort
[PHOTO OF WYNDHAM ROSE HALL HOTEL]
Wyndham Resorts, located domestically and on four Caribbean islands, are full
service destination resorts targeted at upscale leisure and incentive
travelers.
WYNDHAM GARDEN HOTELS
Wyndham Garden Hotel-North Phoenix Wyndham Garden Hotel-Waltham
[PHOTO OF WYNDHAM GARDEN [PHOTO OF WYNDHAM
HOTEL-NORTH PHOENIX] GARDEN HOTEL-WALTHAM]
With guest services, hotel finishings and landscaping comparable to Wyndham
Hotels, Wyndham Garden Hotels are designed to provide a guest experience
similar to that enjoyed at Wyndham Hotels, but at a price that is competitive
in suburban markets.
IN CONNECTION WITH THE OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK
OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK STOCK EXCHANGE, IN
THE OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY
BE DISCONTINUED AT ANY TIME.
<PAGE> 7
SUPERIOR PERFORMANCE
AND GROWTH
NUMBER OF HOTEL ROOMS In 1994 and 1995, Wyndham grew its brand
at a faster rate than any other upscale
hotel company, as measured by the number
[GRAPH showing number of Wyndham brand of Wyndham brand rooms added in
hotel rooms in 1993, 1994 and 1995 as comparison with those added by other
10,660, 11,462 and 16,391, upscale hotel companies (according to
respectively.] data compiled by Smith Travel Research).
In 1993, 1994 and 1995, Wyndham's REVPAR*
revenue per available room has outpaced
the upscale segment of the lodging
industry. [GRAPH showing REVPAR for all Company
hotels in 1993, 1994 and 1995 of $52.45,
$58.84 and $60.96, respectively,
compared to REVPAR of $49.71, $52.48 and
$54.97, respectively, for the upscale
segment of the lodging industry during
such periods.]
F & B MARGINS* In 1993, 1994 and 1995, Wyndham's food
and beverage profit margin outpaced the
upscale full service segment of the
[GRAPH showing food and beverage lodging industry.
profit margin for all Company hotels
in 1993, 1994 and 1995 of 25%, 25% and
26%, respectively, compared to food and
beverage profit margin of 17%, 18% and
23%, respectively, for the upscale full
service segment of the lodging industry
during such periods.]
* Although revenue per available room and food and beverage profit margin data
are not determined in accordance with generally accepted accounting
principles, the Company believes these measures are useful for comparing
operating performance within the lodging industry.
** Industry source: Smith Travel Research.
<PAGE> 8
THE RIGHT WAY-THE WYNDHAM WAY
[MAP of the United States showing the locations of the Company's hotels]
HUB-AND-SPOKE STRATEGY
In some markets, the Company seeks to cluster Wyndham Garden Hotels in a
"hub-and-spoke" distribution pattern around one or more Wyndham Hotels in order
to achieve operating and marketing efficiencies and enhance local name
recognition.
[MAP of Los Angeles showing [MAP of Phoenix showing [MAP of Chicago showing
the location of the the location of the the location of the
Company's hotels in Company's hotels in Company's hotels in
this market] this market] this market]
LOS ANGELES PHOENIX CHICAGO
<PAGE> 9
FLEXIBLE GROWTH STRATEGY
REDEVELOPMENT
Wyndham has been successful at acquiring well-located properties requiring
extensive renovation and redeveloping them as Wyndham Garden Hotels.
[PHOTO SHOWING WYNDHAM GARDEN HOTEL-WALTHAM BEFORE AND AFTER DEVELOPMENT]
[CAPTION]
Since January 1994, Wyndham has added 14 Wyndham Garden Hotels through its
redevelopment and conversion program.
Before and after redevelopment, Wyndham Garden Hotel - Waltham.
MANAGEMENT CONTRACTS
Wyndham believes its strong operating performance enhances its ability to
obtain new management contracts as a significant source of growth.
[PHOTO OF WYNDHAM EMERALD PLAZA HOTEL-SAN DIEGO]
[CAPTION]
Wyndham Emerald Plaza Hotel - San Diego
ACQUISITIONS/JOINT VENTURES
Wyndham's growth strategy also includes selective acquisitions and/or joint
ventures of properties suitable for conversion to the Wyndham brand.
<PAGE> 10
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the more detailed
information and combined financial statements including the notes thereto
appearing elsewhere in this Prospectus. Except as otherwise indicated, the
information contained in this Prospectus assumes (i) the completion of the
formation of the Company and related transactions (the "Formation," as more
specifically defined under "The Formation and the Financing Plan -- The
Formation") to be effected prior to or substantially simultaneous with the
closing of the sale and purchase of the shares contemplated hereby, (ii) no
exercise of the U.S. Underwriters' overallotment option, (iii) the exercise of
General Electric Pension Trust's ("General Electric") option to purchase from
the Company 537,634 shares of Common Stock contemporaneously with the closing of
the Offering at the initial public offering price less underwriting discounts
and commissions (representing up to an estimated 2.8% of the Company's
outstanding shares of Common Stock following the exercise of the option) (the
"GE Option") and (iv) an initial public offering price of $15.00 per share
(which is the midpoint of the range set forth on the cover page of this
Prospectus and which affects the number of shares of Common Stock to be received
by various parties in the Formation and the calculation of proceeds from the
Offering). See "The Formation and the Financing Plan," "Underwriting" and
"Principal Stockholders." Unless the context otherwise requires, the term
"Company" or "Wyndham" when used in this Prospectus refers to Wyndham Hotel
Corporation, a Delaware corporation, and its predecessors and combined
subsidiaries. As used herein, the term "upscale" means the segment of the
lodging industry classified as such by Smith Travel Research in its industry
reports, which consists of hotels with average daily room rates (total revenues
divided by the total number of rooms occupied) between the 70th and 85th
percentile of the average daily room rates of all hotels in the U.S. markets in
which the Company's Portfolio hotels operate. For information with respect to
certain other defined terms used herein, see "Glossary."
THE COMPANY
Wyndham Hotel Corporation is a leading national hotel company operating
upscale hotels primarily under the Wyndham brand name. Wyndham hotels are
located in 22 states and the District of Columbia as well as on 4 Caribbean
islands, and compete with national hotel chains such as Marriott, Hyatt and
Hilton. The Company offers three distinct full service hotel products under the
Wyndham brand designed to serve its core upscale customers in urban, suburban
and select resort markets. At April 15, 1996, the Company's hotel portfolio
consisted of 65 hotels operated by the Company and 3 franchised hotels (the
"Portfolio"). In 1995, the Company generated $139.6 million in revenues and
$16.9 million in operating income on a pro forma basis after giving effect to
the Formation of the Company described elsewhere in this Prospectus.
Wyndham has a proven track record of consistent growth. The Company has
increased the size of its Portfolio in each year since 1988. Over the last two
calendar years, Wyndham grew its brand at a faster rate than any other upscale
hotel company, as measured by the number of branded rooms added, growing from
10,660 Wyndham hotel rooms at December 31, 1993 to 16,391 at December 31, 1995.
This represents a compound annual growth rate in branded hotel rooms of 24%.
This growth was achieved through a combination of hotel management contracts,
"like new" renovations of acquired hotels, other acquisitions, new construction
and franchising. The Company's business plan emphasizes continued pursuit of its
diverse growth strategy.
STRONG BRAND IMAGE
Wyndham has focused on developing a high quality, clear brand name that is
nationally recognized in the upscale hotel market, and on earning the loyalty of
its core upscale customers: individual business travelers, business groups and
other group customers, and leisure travelers. Because Wyndham has operating
control over more than 95% of the hotels operated under the Wyndham brand name,
it is able to deliver consistently high quality products and services throughout
its hotel system and generate the marketing programs necessary to maintain the
quality associated with the Wyndham name. According to written guest surveys
conducted by Wyndham at its hotels during 1995, 91% of Wyndham guests surveyed
rated the overall quality of Wyndham hotel products and services good or
excellent, and 94% of the guests surveyed indicated that they would return to
that Wyndham hotel on their next trip to the same city. The Company believes
that growing national
3
<PAGE> 11
recognition of the Wyndham brand, together with the quality and efficiency of
Wyndham hotel operations, has facilitated the Company's historical growth and
will enhance its ability to realize its future growth objectives.
MULTIPLE UPSCALE HOTEL PRODUCTS
Wyndham offers three distinct full service hotel products under a single
brand name that are tailored to urban, suburban and select resort markets, the
primary markets that serve its core upscale customers.
- Wyndham Hotels. In urban markets, the Company operates or franchises 20
large upscale hotels under the Wyndham brand ("Wyndham Hotels"), which
contain an average of approximately 400 hotel rooms, generally between
15,000 and 250,000 square feet of meeting space, and a full range of
guest services and amenities. Wyndham Hotels are targeted principally at
business groups and other group customers, as well as individual business
travelers.
- Wyndham Garden Hotels. In suburban markets, Wyndham operates 38 mid-size
hotels under the name "Wyndham Garden"(R) ("Wyndham Garden Hotels"),
which were created by the Company to cater to individual business
travelers and small business groups. With guest services, hotel
finishings and landscaping comparable to Wyndham Hotels, Wyndham Garden
Hotels are designed to provide a guest experience similar to that enjoyed
at Wyndham Hotels, but at a price that is competitive in suburban
markets. The Company locates Wyndham Garden Hotels primarily near
suburban business centers and airports and, where possible, seeks to
cluster these hotels in a "hub-and-spoke" distribution pattern around one
or more Wyndham Hotels in order to achieve operating and marketing
efficiencies and enhance local name recognition. Wyndham Garden Hotels
are full service upscale hotels containing between approximately 150 and
225 hotel rooms that offer a package of services and amenities focused on
the needs of the business traveler, including generally between 1,500 and
5,000 square feet of meeting space, restaurants that serve three meals a
day, exercise rooms, and laundry and room service.
- Wyndham Resorts. Wyndham's Portfolio also includes six resort hotels
("Wyndham Resorts") that are full service destination resorts targeted at
upscale leisure and incentive travelers and are located both domestically
and on four Caribbean islands. Through Wyndham Resorts, the Company is
able to offer guest rewards and other cross-promotional benefits to its
domestic customers, thus improving Wyndham's competitiveness and brand
loyalty.
STABLE PORTFOLIO OF OWNED, LEASED AND MANAGED HOTELS
Wyndham believes that the stability of its Portfolio of owned, leased and
managed hotels provides a strong foundation for the implementation of its growth
strategy. Wyndham's Portfolio consists of 6 owned hotels, 12 leased hotels, 47
managed hotels and 3 franchised hotels. Of the Company's 12 leased hotels, 11
are leased from an unaffiliated third party pursuant to one or more long-term
leases with an initial term of approximately 17 years and renewals for 48
additional years that the Company may elect to exercise. The remaining leased
hotel is leased from an unaffiliated third party pursuant to a lease with a
remaining term of 22 years. The average remaining term at April 15, 1996 of the
Company's 43 management contracts for Wyndham brand hotels was 13.6 years
(including renewals that the Company may elect to exercise), with shorter terms
for 3 of the Company's 4 non-branded management contracts. See
"Business -- Management Contracts." The Company believes that the stability of
its management contracts is enhanced by the fact that 15 of the contracts relate
to hotels in which Mr. and Mrs. Trammell Crow, various descendants of Mr. and
Mrs. Trammell Crow and various corporations, partnerships, trusts and other
entities beneficially owned or controlled by such persons (collectively, the
"Crow Family Members") have interests. Crow Family Members will own 48.9% of the
outstanding Common Stock following this Offering. Sixteen additional management
contracts relate to hotels owned by entities (together with certain affiliates,
"Bedrock") affiliated with the Hampstead Group L.L.C. ("Hampstead"), which will
own 12.3% of the outstanding Common Stock following this Offering. See "Risk
Factors -- Dependence on Management Contracts and on Certain Hotel Owners," "The
Formation and the Financing Plan -- The Formation" and "Principal Stockholders."
For information with respect to the anticipated termination of management
contracts relating to two of the
4
<PAGE> 12
Company's Portfolio hotels, see "Business -- Summary of Hotels" and
"-- Management Contracts." For additional information with respect to two of the
Company's franchised hotels, see "Business -- Summary of Hotels" and
"-- Franchising Program."
OPERATING AND FINANCIAL PERFORMANCE
The Company seeks to maximize revenues through its comprehensive marketing
strategy and the delivery of high quality accommodations and hotel services that
result in satisfied, loyal hotel guests. The Company believes that this strategy
has resulted in strong operating performance. During 1995, the average occupancy
rates, average daily room rates (total room revenues divided by the total number
of rooms occupied) ("ADR") and revenue per available room (ADR multiplied by the
average occupancy percentage) ("REVPAR") for Portfolio hotels were 69%, $88.79
and $60.96, respectively, compared with an average during this period of 68%,
$80.36 and $54.97, respectively, in the upscale segment of the lodging industry.
See "Business -- The Company's Hotels." During the three months ended March 31,
1996 (the "1996 First Quarter"), average occupancy rates, ADR and REVPAR for
Portfolio hotels were 67%, $96.04 and $64.51, respectively, compared with an
average during this period of 64%, $85.06 and $54.69, respectively, in the
upscale segment of the lodging industry. In 1995 and the 1996 First Quarter,
respectively, REVPAR for Portfolio hotels outperformed the upscale segment of
the lodging industry by 11% and 18%, respectively. The Company believes that it
has the opportunity to improve its REVPAR performance through, among other
things, the continued maturation of 10 Wyndham Garden Hotels opened in 1995.
The Company's operating strengths have yielded consistently strong
financial results. The Company believes that its experience as a hotel owner
makes it a better hotel manager by keeping it focused on controlling each
element of operating expenses, which is essential to achieving attractive
returns for both the Company's hotels and managed hotels. See
"Business -- Operating Strategy." The gross operating profit margins for the 30
Wyndham brand hotels that have been operated by the Company since January 1,
1993 ("Comparable Hotels") for 1993, 1994 and 1995 were 32%, 34% and 36%,
respectively, and for the three months ended March 31, 1995 (the "1995 First
Quarter") and the 1996 First Quarter were 37%. In comparison, the average for
the upscale full service segment of the lodging industry was 30%, 31% and 33%,
respectively, during 1993, 1994 and 1995. (Gross operating profit margin
statistics for the lodging industry are not yet available for 1996.) Gross
operating profit per available room for Comparable Hotels in 1993, 1994 and 1995
was $9,612, $11,417 and $12,547, respectively, compared to the average for the
upscale full service segment of the lodging industry of $8,397, $9,364 and
$12,478, respectively, during 1993, 1994 and 1995. The Company's gross operating
profit per available room represents a premium to the upscale full service
segment of 14%, 22% and .1%, respectively, in 1993, 1994 and 1995. For a
presentation of certain financial data for the Company's entire hotel Portfolio,
see "-- Summary Combined Financial and Other Data."
The Company has chosen a Comparable Hotel data set based on Wyndham brand
hotel properties operated by the Company since January 1, 1993 because the
Company believes that these 30 hotels have been operated by the Company for a
sufficient period of time to provide meaningful period-to-period comparisons and
that these hotels more fully reflect the Company's operating capabilities. The
Company's Portfolio contains a significant number of newly opened or renovated
Wyndham brand hotels, which typically begin operations with lower occupancy
rates, ADR, REVPAR and margins than mature hotels. While the period of time
required to achieve improved operating results from the application of Wyndham's
operating standards and integration into Wyndham's programs varies depending on
the unique characteristics of a given hotel and the market in which it operates,
the Company has found that during the third full year under Wyndham management a
hotel will fully reflect the Company's operating capabilities. In addition, the
Company believes that Comparable Hotel data provide a more meaningful comparison
to the lodging industry, which the Company believes has a significantly smaller
percentage of newly opened or renovated hotels than the Company. There can be no
assurance that the Company's hotels opened or renovated subsequent to January 1,
1993 will achieve occupancy rates, ADR, REVPAR or operating results comparable
to the Comparable Hotels.
5
<PAGE> 13
COMPREHENSIVE MARKETING STRATEGY
Wyndham has a full complement of sales and marketing capabilities designed
to maximize hotel revenues and brand awareness. The Company's direct sales
program at the hotel level, implemented by a sales force of almost 500
representatives, is designed to "pull" local business into each hotel and in
1995 accounted for over 60% of room revenues at Wyndham brand hotels. The
Company also has a national sales team that focuses on major corporate, group
and association accounts and seeks to "push" business into Wyndham hotels on a
nationwide basis. Over 35% of Wyndham's hotel room revenues in 1995 were booked
through Wyndham's central reservations system, which features a single telephone
number for all Wyndham brand hotels (800-WYNDHAM). See "Business -- Customers
and Marketing."
DEMONSTRATED GROWTH STRATEGY
The Company intends to continue focusing on both internal
growth -- enhancing the revenues, cash flow and profitability of its existing
hotels, and external growth -- increasing the number of hotels in its Portfolio.
The Company believes that the primary factors contributing to internal growth
include (i) revenue increases resulting from continuing improvements in the
lodging industry overall and continuing maturation of 23 hotels opened in the
past 2 years (including 12 Wyndham Garden Hotels), and (ii) improved operating
margins resulting from operating leverage and Wyndham's continued emphasis on
controlling operating expenses. The Company's internal growth strategy has
produced increases in Comparable Hotel REVPAR of 9.3% and 8.7% in 1994 and 1995,
respectively, and has produced an increase in Comparable Hotel gross operating
profit margins from 32% in 1993 to 36% in 1995. The Company's Comparable Hotel
REVPAR in the 1996 First Quarter increased 7.6% over the 1995 First Quarter, and
the Comparable Hotel gross operating profit margin was 37% in both the 1995
First Quarter and the 1996 First Quarter.
The Company's external growth strategy is to continue to increase the
number of Wyndham brand hotels in the upscale full service segment of the
lodging industry. The near-term focus of the Company's external growth strategy
will be to increase the Wyndham Portfolio through additional management
contracts, "like new" renovations of acquired properties, other acquisitions and
joint ventures. The Company also will consider franchising and hotel
construction, depending on market conditions. In addition, the Company expects
to continue its evaluation of other new hotel products that may be offered under
the Wyndham brand or operated by the Company under a different name. See
"-- Planned Portfolio Additions." In executing this growth strategy, the Company
will continue to rely on its senior executive officers (James D. Carreker,
Leslie V. Bentley, Eric A. Danziger, Anne L. Raymond and Stanley M. Koonce, Jr.)
(the "Senior Executive Officers"), who have an average of over 7 years with the
Company and approximately 14 years in the lodging industry, and who have
successfully developed, operated and managed hotel properties in various phases
of the industry cycle.
The Company's strategic business relationships with Crow Family Members and
Bedrock, which collectively will own approximately 61.2% of the Company's Common
Stock following this Offering, have played an important role in the Company's
growth to date. The Company believes that these and other business relationships
will facilitate future growth by providing potential management contract,
acquisition, renovation and development opportunities. See "Business -- Growth
Strategy." The Company believes that its demonstrated ability to achieve both
internal and external growth will help attract third party debt and equity
capital to help fund the growth of the Company's Portfolio. In addition, the
Company believes that its future growth potential will be enhanced by an
improved capital structure and greater access to capital markets following this
Offering. In addition to cash from operations and the net proceeds of this
Offering, the Company anticipates that it will have additional capital resources
through the consummation of the $100.0 million Debt Offering contemporaneously
with the closing of this Offering and the closing of a $100.0 million revolving
credit facility, although there can be no assurance that the Company will enter
into the revolving credit facility. See "The Formation and the Financing Plan"
and "Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Capital Resources."
6
<PAGE> 14
ATTRACTIVE LODGING INDUSTRY FUNDAMENTALS
The lodging industry as a whole has experienced four consecutive years in
which the growth in room demand has exceeded the growth in room supply. In 1995,
the percentage growth in demand for hotel rooms was nearly double the percentage
growth in supply (3.0% versus 1.6%), and Coopers & Lybrand L.L.P.'s Hospitality
Directions (January 1996) ("Coopers & Lybrand Hospitality Directions") estimates
that the percentage growth in demand will exceed the percentage growth in supply
by .7% and .5% in 1996 and 1997, respectively. The excess of demand growth over
supply growth has led to industry-wide increases in occupancy percentages and
ADR, with occupancy rising to 65.5% in 1995 from 64.7% in 1994, and ADR
increasing 4.8% in 1995 over 1994 levels. Coopers & Lybrand Hospitality
Directions indicates that occupancy will continue to increase in 1996 and 1997
to 66.3% and 66.7%, respectively, and that ADR will increase 4.5% in 1996 over
1995 levels and 4.4% in 1997 over 1996 levels. Historical industry performance,
however, may not be indicative of future results, and there can be no assurance
that such projections will be realized. See "Business -- The Lodging Industry."
The Company believes that its growth prospects are enhanced by the
forecasts for continuing improvements in the lodging industry. While no
assurance can be given as to future conditions in the lodging industry, the
Company believes that increases in room supply in the upscale segment continue
to be limited because of certain barriers to entry in that segment.
Unless otherwise noted, all statistics set forth in this Prospectus
relating to the lodging industry (other than Wyndham statistics) are from, or
have been derived from, information published or provided by Smith Travel
Research, an industry research organization. Smith Travel Research has not
provided any form of consultation, advice or counsel regarding any aspect of the
proposed Offerings, and Smith Travel Research is in no way associated with the
proposed Offerings.
PLANNED PORTFOLIO ADDITIONS
In the past four months, the Company has added three Wyndham brand hotels
to its Portfolio. The Company executed a franchise agreement in January 1996 for
an existing hotel in Breckenridge, Colorado, which opened immediately as The
Village at Breckenridge -- A Wyndham Resort. In addition, the Company entered
into a management contract in February 1996 for a Wyndham Hotel located in Cedar
Rapids, Iowa, which was converted to the Wyndham brand in March 1996. The
Company also executed a management contract in March 1996 to operate a Wyndham
Garden Hotel in Lexington, Kentucky that was recently acquired by Bedrock.
Wyndham began operating this hotel in March and will convert the hotel to the
Wyndham brand following renovations.
As of April 15, 1996, the Company had entered into management contracts for
four additional hotels, three of which the Company expects to open in 1996 and
one of which the Company expects to open by the first quarter of 1997. These
management contracts relate to one Wyndham Hotel, one Wyndham Garden Hotel, one
Wyndham Resort and one non-branded hotel. Crow Family Members own a majority or
minority interest in three of these hotels and the fourth is owned by Bedrock.
See "Business -- The Company's Hotels -- Hotels under Renovation and
Construction" and "Certain Relationships and Transactions."
On March 5, 1996 the Company entered into a contract with an unaffiliated
third party to purchase the Wyndham Garden Hotel -- Vinings (the "Vinings
Wyndham Garden Hotel"), located in the Atlanta metropolitan area. The Company
has managed this hotel since it was built in 1988. The Company expects that the
total acquisition cost will be $12.9 million, comprised of a cash payment of
$3.2 million and assumption of the existing indebtedness encumbering the
property. See "Use of Proceeds" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Liquidity and Capital
Resources." The purchase contract contains certain contingencies, including the
receipt of certain consents related to the Company's assumption of such
indebtedness. (In the event that such consents are not received, the seller may
require the Company to pay the full purchase price in cash.) There can be no
assurance that the property will be acquired. The transaction, if consummated,
is anticipated to close shortly following the consummation of the Offering.
7
<PAGE> 15
Garden Hotel Associates L.P. ("GHALP") has historically owned 11 Wyndham
Garden Hotels managed by the Company (the "GHALP Properties"). A 30% interest in
GHALP was owned by a partnership owned by certain Crow Family Members and the
Senior Executive Officers and the remaining 70% was held by an unaffiliated
third party. On May 2, 1996, Crow Family Members and the Senior Executive
Officers acquired the remaining 70% ownership interest from the third party for
a purchase price of approximately $29.5 million. The $29.5 million purchase
price was funded from the proceeds of the sale of the GHALP Properties to
Hospitality Properties Trust (including its subsidiaries, "HPT"), a publicly
traded real estate investment trust ("REIT"), for $135.3 million, which
properties were leased back pursuant to one or more long-term leases with an
initial term of approximately 17 years (the "GHALP Lease") to a new partnership
("GHALP II"), the ownership of which mirrors the ownership of GHALP. See "Pro
Forma Combined Financial Data" and "Business -- Long-Term Hotel Leases." As part
of the Formation, the Company will succeed to GHALP II's interest in the GHALP
Lease and continue to manage the hotels. The Company anticipates that in the
future, it may enter into similar transactions whereby it would sell mature
hotel properties to REITs, lease the hotels back and manage them as Wyndham
brand hotels. See "Business -- Growth Strategy -- III. Ability to Execute Growth
Strategy -- Sales of Mature Hotels; Long-Term Leases."
The Company expects that in 1996 it will enter into an agreement with a
partnership owned by Crow Family Members, Trammell Crow Residential and
Greystar, Inc. to provide hotel management, purchasing and technical services to
"extended-stay" hotel properties that will be targeted at corporate travelers
who typically spend a week or more in one location. The properties, which will
be limited service and will not be operated under the Wyndham name, are
currently under development. The Company expects that the first extended stay
hotel properties will commence operations in the last quarter of 1996. See
"Business -- Growth Strategy -- II. Additional Growth Opportunities -- New
Lodging Products."
The Company's principal executive offices are located at 2001 Bryan Street,
Suite 2300, Dallas, Texas 75201, and the Company's telephone number is (214)
863-1000.
THE FINANCING PLAN
Contemporaneously with the Formation, which is described under "The
Formation and the Financing Plan -- The Formation," the Company will implement a
financing plan (the "Financing Plan") in order to fund the cash payments
associated with the Formation, repay certain mortgage and other indebtedness
assumed in connection with the Formation and provide liquidity for the Company's
operating and growth strategies. Under the Financing Plan, the Company intends
to (i) offer 3,350,000 shares of Common Stock in the Offering, and thereby raise
$50.3 million in gross proceeds (assuming an initial public offering price of
$15.00 per share); (ii) concurrently offer $100.0 million of % Senior
Subordinated Notes due 2006 (the "Notes") through the Debt Offering; (iii) enter
into a new $100.0 million revolving credit facility (as further defined under
"Glossary," the "Revolving Credit Facility") with Bankers Trust Company
("Bankers Trust"); (iv) receive a contribution from Bedrock of $10.0 million
(the "Bedrock Contribution") pursuant to the Bedrock Exchange Agreement (as
defined under "The Formation and the Financing Plan -- The Formation"); and (v)
eliminate an estimated $7.5 million of outstanding indebtedness under the
Company's current revolving credit facility upon General Electric's exercise of
the GE Option. See "Description of Indebtedness" and "Principal Stockholders."
Consummation of each of the Offerings is conditioned upon consummation of the
other, although there can be no assurance that the Company will enter into the
Revolving Credit Facility. After applying the proceeds from the Offerings and
the Bedrock Contribution as indicated under "Use of Proceeds" (including funding
the $3.2 million cash portion of the Vinings Wyndham Garden Hotel acquisition
cost and $4.0 million of improvements to the Wyndham Rose Hall Resort), the
Company will have remaining proceeds of approximately $18.4 million. This
amount, together with cash generated from operations and capital available under
the Revolving Credit Facility (the availability of which will be subject to the
terms and financial covenants to be set forth in the agreement relating to the
Revolving Credit Facility (the "Revolving Credit Agreement")), will be available
to fund the Company's operating and growth strategies. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations --
Liquidity and Capital Resources" and "Description of Indebtedness."
8
<PAGE> 16
The following table sets forth the anticipated sources and uses of funds
for the Financing Plan:
<TABLE>
<CAPTION>
(IN MILLIONS)(1)
<S> <C>
Sources of Funds:
Common Stock (gross proceeds derived from the Offering)............. $ 50.3
The Notes (gross proceeds derived from the Debt Offering)........... 100.0
Revolving Credit Facility........................................... 0
Bedrock Contribution................................................ 10.0
-----
Total....................................................... $160.3
=====
Uses of Funds:
Cash funding of Formation........................................... $ 53.9
Repayment of certain mortgage and other indebtedness(2)............. 65.0
Fees and expenses................................................... 15.8
Cash to fund operating and growth strategies(2)(3).................. 25.6
-----
Total....................................................... $160.3
=====
</TABLE>
- ---------------
(1) See "The Formation and the Financing Plan" for more specific information
with respect to the Formation and the Financing Plan.
(2) Included in the repayment of mortgage and other indebtedness is an estimated
$7.5 million of the estimated $15.0 million of indebtedness owing to General
Electric under a Credit Agreement between the Company and General Electric
relating to the Company's current revolving credit facility (the "GE Credit
Agreement"). Under the GE Credit Agreement, as subsequently modified,
General Electric has committed to purchase an estimated 537,634 shares of
Common Stock pursuant to the GE Option at the initial public offering price
(less underwriting discounts and commissions) for an estimated total
purchase price of approximately $7.5 million (which represents the remaining
one-half of the estimated $15.0 million of indebtedness that will be
outstanding under the GE Credit Agreement upon consummation of the
Offerings). In the event the actual public offering price per share of
Common Stock is lower than $13.00 or higher than $17.00, the GE Option will
be terminated and the Company will be required to repay the entire estimated
$15.0 million of indebtedness(unless such price limitation is waived by
General Electric). For additional information with respect to the GE Option,
see "Principal Stockholders."
(3) Does not reflect (i) the intended acquisition from an unaffiliated party the
Vinings Wyndham Garden Hotel shortly following the consummation of the
Offerings, the estimated acquisition cost of which is $12.9 million,
comprised of a cash payment of $3.2 million, which cash payment will be
funded with a portion of the net proceeds of the Offerings, and assumption
of the existing indebtedness encumbering the property or (ii) funding
certain improvements to the Wyndham Rose Hall Resort in the approximate
amount of $4.0 million.
9
<PAGE> 17
THE OFFERING
Common Stock offered
United States and Canadian
offering............................ 2,680,000 shares
International offering............ 670,000 shares
Total..................... 3,350,000 shares
Common Stock to be outstanding after
the Offering(1)..................... 19,204,301 shares
Proposed New York Stock Exchange
Symbol.............................. WYN
Use of proceeds..................... To fund the cash payments associated
with the Formation, repay certain
mortgage and other indebtedness, fund
the cash portion of the acquisition
cost associated with the purchase of a
hotel, fund improvements at a hotel and
provide liquidity for the Company's
operating and growth strategies (see
"Use of Proceeds")
- ---------------
(1) Includes an estimated 537,634 shares of Common Stock to be issued upon
exercise of the GE Option. Excludes (i) 2,133,811 shares of Common Stock
reserved for issuance under the Company's 1996 Long Term Incentive Plan
("Incentive Plan"), of which the Company expects to grant options to
purchase 797,700 shares prior to the date of this Prospectus with exercise
prices equal to the initial public offering price per share and (ii) 50,000
shares of Common Stock reserved for issuance under the Company's Non-
Employee Directors' Retainer Stock Plan ("Retainer Plan"). See
"Management -- 1996 Long Term Incentive Plan," "-- Director Compensation"
and "Principal Stockholders."
10
<PAGE> 18
SUMMARY COMBINED FINANCIAL AND OTHER DATA
(IN THOUSANDS, EXCEPT PER SHARE AND OPERATING, MARGIN AND RATIO DATA)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, THREE MONTHS ENDED MARCH 31,
------------------------------------------ -------------------------------
PRO FORMA PRO FORMA
1993 1994 1995 1995(1) 1995 1996 1996(1)
-------- -------- -------- --------- -------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
PORTFOLIO HOTEL REVENUES(2)........................ $345,733 $394,949 $534,204 $534,204 $106,610 $158,619 $158,619
======== ======== ======== ======== ======== ======== ========
STATEMENT OF INCOME DATA:
Revenues:
Hotel Revenues................................. $ 43,921 $ 51,799 $ 54,673 $111,315 $ 15,359 $ 16,829 $ 32,840
Management fees................................ 10,731 13,302 16,921 14,274 3,404 5,202 4,444
Service fees................................... 2,127 2,904 4,120 3,391 707 964 741
Reimbursements................................. 4,164 8,004 10,836 9,095 2,357 3,582 3,318
Other income................................... 334 257 1,340 1,500 92 33 33
-------- -------- -------- -------- -------- -------- --------
Total Company Revenues..................... 61,277 76,266 87,890 139,575 21,919 26,610 41,376
Operating costs and expenses..................... 54,183 63,929 73,264 122,663 16,942 19,868 32,908
Operating income................................. 7,094 12,337 14,626 16,912 4,977 6,742 8,468
Interest expense, net............................ (7,075) (7,526) (8,021) (12,600) (2,045) (1,810) (2,952)
Income before income taxes....................... 1,654 6,265 7,949 5,095 3,018 5,167 5,698
Income taxes(3).................................. -- -- -- (2,013) -- -- (2,251)
Net income....................................... 1,654 6,265 7,949 3,082 3,018 5,167 3,447
Pro forma income tax adjustment(4)............... $ (3,140) (1,192) (2,041)
Historical net income as adjusted for pro forma
income tax..................................... 4,809 1,826 3,126
Historical net income as adjusted per common
share(5)....................................... .30 .12 .20
Common shares outstanding prior to the
Offerings(5)................................... 15,854 15,854 15,854
Pro forma net income per common share(6)......... .16 .18
Pro forma common shares outstanding(6)........... 19,204 19,204
PORTFOLIO HOTEL OPERATING DATA:(7)
Number of hotels(8).............................. 47 53 66 53 68
Number of rooms(8)............................... 12,116 12,866 17,604 12,918 17,875
Occupancy percentage(9).......................... 65% 68% 69% 70% 67%
ADR(10).......................................... $ 80.60 $ 86.13 $ 88.79 $ 89.26 $ 96.04
REVPAR(11)....................................... $ 52.45 $ 58.84 $ 60.96 $ 62.25 $ 64.51
Gross operating profit margin(12)................ 26% 30% 29% 31% 30%
Food and beverage margin(13)..................... 25% 25% 26% 23% 22%
Gross operating profit per available room(14).... $ 8,279 $ 10,484 $ 10,813 $ 2,553 $ 2,684
COMPARABLE HOTEL OPERATING DATA:(15)
Number of hotels................................. 30 30 30 30 30
Number of rooms.................................. 7,334 7,334 7,334 7,334 7,334
Occupancy percentage(9).......................... 67% 70% 72% 73% 72%
ADR(10).......................................... $ 76.39 $ 80.16 $ 84.38 $ 87.89 $ 95.92
REVPAR(11)....................................... $ 51.31 $ 56.09 $ 60.99 $ 64.14 $ 69.03
Gross operating profit margin(12)................ 32% 34% 36% 37% 37%
Food and beverage margin(13)..................... 29% 31% 31% 30% 28%
Gross operating profit per available room(14).... $ 9,612 $ 11,417 $ 12,547 $ 3,307 $ 3,570
</TABLE>
<TABLE>
<CAPTION>
AS OF DECEMBER 31, 1995 AS OF MARCH 31, 1996
----------------------- -----------------------
ACTUAL PRO FORMA(1) ACTUAL PRO FORMA(1)
-------- ------------ -------- ------------
<S> <C> <C> <C> <C>
BALANCE SHEET DATA:
Cash and cash equivalents................................................... $ 4,160 $ 30,968 $ 6,084 $ 33,996
Total assets................................................................ 133,403 196,499 138,571 203,236
Long-term obligations including current portion............................. 90,978 120,783 92,428 120,729
Total partners' capital and stockholders' equity............................ 17,557 47,889 22,464 54,264
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, THREE MONTHS ENDED MARCH 31,
------------------------------------------ -------------------------------
PRO FORMA PRO FORMA
1993 1994 1995 1995(1) 1995 1996 1996(1)
-------- -------- -------- --------- -------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
OTHER DATA:
EBITDA(16)....................................... $ 13,351 $ 19,122 $ 21,876 $ 24,147 $ 6,495 $ 8,639 $ 10,371
Net cash provided by operating activities........ 8,265 15,085 16,215 11,672 2,092 4,685 1,085
Net cash (used in) provided by investing
activities..................................... (9,758) (616) (21,343) 66,383 (4,489) (3,095) 83,854
Net cash provided by (used in) financing
activities..................................... 1,638 (11,676) 5,667 (50,706) 4,863 334 (55,103)
MARGIN AND RATIO DATA:
Ratio of EBITDA to interest expense, net......... 1.9x 2.5x 2.7x 1.9x 3.2x 4.8x 3.5x
Ratio of earnings to fixed charges(17)........... 1.2x 1.7x 1.9x 1.3x 2.3x 3.3x 2.2x
</TABLE>
11
<PAGE> 19
- ---------------
(1) Reflects the Formation, the Financing Plan and other adjustments described
under "Pro Forma Combined Financial Data" (assuming an initial public
offering price of $15.00 per share).
(2) Represents revenues of hotels owned, leased or managed by the Company, as
distinguished from Total Company Revenues.
(3) For the years 1993 through 1995 and the 1996 First Quarter, Wyndham made no
provision for income taxes because the combined company was a combination
of partnerships, S corporations and a nontaxable Bermuda corporation that
are not subject to U.S. federal income taxes. The provision for income
taxes to arrive at pro forma net income assumes a combined federal and
state effective income tax rate of 39.5% computed as follows:
<TABLE>
<S> <C>
Federal income tax rate............................................................ 35.0%
Weighted average state income tax rate (net of federal benefit).................... 4.5%
-----
39.5%
=====
</TABLE>
(4) Pro forma income tax adjustment represents a pro forma provision for income
taxes based on the assumed effective tax rate of 39.5%.
(5) Historical net income as adjusted per common share is based on historical
net income as adjusted for pro forma income tax divided by the number of
shares that would have been outstanding if the Company had been a
corporation prior to the Offering.
(6) Pro forma net income per share is based on 19,204,301 shares of Common
Stock outstanding after the Offering, which assumes an estimated $15.0
million outstanding indebtedness under the GE Credit Agreement at the time
of the consummation of the Offering, and therefore the issuance of an
estimated 537,634 shares of Common Stock upon the exercise of the GE
Option. See "Principal Stockholders."
Supplemental pro forma earnings per share would have been $.11 for the year
ended December 31, 1995 and $.13 for the 1996 First Quarter, giving effect
only to (i) the application of the net proceeds from the Offerings to the
repayment of indebtedness and (ii) pro forma provision for income taxes
based on the assumed effective tax rate of 39.5%.
(7) Includes hotels owned, leased, managed or franchised during the periods
presented, except data for gross operating profit margin, food and beverage
margin and gross operating profit per available room excludes franchised
properties, for which the information is not available. The number of
hotels listed in 1994 does not include 7 hotels for which the Company had
signed management contracts that were closed for renovations or
construction in that period. Annual changes in occupancy percentage, ADR
and REVPAR and fluctuations in gross operating profit margins for the
Company's Portfolio of hotels have been affected by the addition of newly
opened or renovated Wyndham brand hotels, which typically begin operations
with lower occupancy rates, ADR, REVPAR and margins than mature hotels and
improve over time as the hotels benefit from Wyndham's operating standards
and become integrated into Wyndham's sales and marketing programs and
central reservations system. There can be no assurance that the Company's
hotels opened or renovated subsequent to January 1, 1993 will achieve
occupancy rates, ADR, REVPAR or operating results comparable to the
Comparable Hotels.
(8) At end of period.
(9) Occupancy percentage represents total rooms occupied divided by total
available rooms. Total available rooms represents the number of rooms
available for rent multiplied by the number of days in the reported period.
(10) ADR represents total room revenues divided by the total number of rooms
occupied.
(11) REVPAR represents total room revenues divided by total available rooms.
(12) Gross operating profit margin represents gross operating profit as a
percentage of total revenues. "Gross operating profit" represents gross
revenues less department expenses and undistributed operating expenses.
Gross operating profit margins are included herein because management uses
them as a measure of hotel operating performance and because management
believes that these items are useful in making industry comparisons.
(13) Food and beverage margin represents food and beverage operating profit as a
percentage of food and beverage revenues.
(14) Gross operating profit per available room represents gross operating profit
divided by total available rooms for the period.
(15) The Company has chosen a Comparable Hotel data set based on Wyndham brand
hotel properties operated by the Company since January 1, 1993 because the
Company believes that these 30 hotels have been operated by the Company for
a sufficient period of time to provide meaningful period-to-period
comparisons and that these hotels more fully reflect the Company's
operating capabilities. The Company's Portfolio contains a significant
number of newly opened or renovated Wyndham brand hotels, which typically
begin operations with lower occupancy rates, ADR, REVPAR and margins than
mature hotels. While the period of time required to achieve improved
operating results from the application of Wyndham's operating standards and
integration into Wyndham's programs varies depending on the unique
characteristics of a given hotel and the market in which it operates, the
Company has found that during the third full year under Wyndham management
a hotel will fully reflect the Company's operating capabilities. In
addition, the Company believes that Comparable Hotel data provide a more
meaningful comparison to the lodging industry, which the Company believes
has a significantly smaller percentage of newly opened or renovated hotels
than the Company. There can be no assurance that the Company's hotels
opened or renovated subsequent to January 1, 1993 will achieve occupancy
rates, ADR, REVPAR or operating results comparable to the Comparable
Hotels.
(16) EBITDA represents operating income before depreciation and amortization
plus equity in earnings of partnership and any increase or decrease in
earnings attributable to minority interests. EBITDA is used by the Company
for the purpose of analyzing its operating performance, leverage and
liquidity. Such data are not a measure of financial performance under
generally accepted accounting principles and should not be considered as an
alternative to net income as an indicator of the Company's operating
performance or as an alternative to cash flows as a measure of liquidity.
The EBITDA margin is calculated by dividing EBITDA by Total Company
Revenues. EBITDA and EBITDA ratio information are included herein because
management believes that investors find it to be a useful tool for
measuring the ability to service debt. Management also believes EBITDA
enables investors to assess the operations of a business without
considering the impact of financing and tax consequences that vary
depending on the capital structure and tax position of individual
companies.
EBITDA for the Company in the periods presented includes non-cash equity
participation compensation expense of $2,709,770, $2,802,387, $3,992,143
and $3,992,143 in 1993, 1994, 1995 and pro forma 1995, respectively, and
$998,035, zero and zero in the 1995 First Quarter, the 1996 First Quarter
and the pro forma 1996 First Quarter, respectively.
(17) Earnings used in computing the ratio of earnings to fixed charges consist
of income before income taxes, fixed charges and extraordinary items. Fixed
charges consist of interest expense, including amounts capitalized and the
amortization of deferred financing fees, and that portion of rental expense
representative of interest (deemed to be one third of rental expense).
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RISK FACTORS
In addition to the other information contained in this Prospectus,
prospective investors should consider carefully the following factors in
evaluating the Company and its business before purchasing the shares of Common
Stock offered by this Prospectus.
RISKS ASSOCIATED WITH THE LODGING INDUSTRY
The Company's business is subject to the operating risks inherent in the
lodging industry. These risks include changes in general and local economic
conditions, cyclical overbuilding in the lodging industry, varying levels of
demand for rooms and related services, competition from other hotels, changes in
travel patterns, the recurring need for renovation, refurbishment and
improvement of hotel properties, changes in governmental regulations that
influence or determine wages, prices and construction and maintenance costs,
changes in interest rates, the availability of financing for operating or
capital needs and changes in real estate taxes and other operating expenses.
There can be no assurance that regulatory compliance or downturns or prolonged
adverse conditions in real estate or capital markets or national or local
economies will not have a material adverse effect on the Company's results of
operations. See "Business -- The Lodging Industry."
COMPETITION IN THE LODGING INDUSTRY
The lodging industry is highly competitive. The Company's hotels compete
with other national limited and full service hotel companies, as well as with
various regional and local hotels. Some of the larger hotel chains with which
the Company competes include Marriott, Sheraton, Hyatt, Hilton and Embassy
Suites. A number of the Company's competitors are larger, operate more hotels
and have substantially greater financial and other resources than the Company.
In addition, some of the Company's competitors operate hotel properties that
have locations superior to those of the Company's hotels. Competitive factors in
the lodging industry include room rates, quality of accommodations, name
recognition, service levels and convenience of location. There can be no
assurance that demographic, geographic or other changes in markets in which the
Company's hotels are located will not adversely affect the convenience or
desirability of certain of the Company's hotels. Furthermore, there can be no
assurance that new or existing competitors will not significantly lower rates or
offer greater conveniences, services or amenities or significantly expand or
improve facilities in a market in which the Company's hotels compete, thereby
adversely affecting the Company's results of operations. See
"Business -- Competition."
RISKS ASSOCIATED WITH EXPANSION
Growth Risks. The Company's revenues and net income have grown
substantially during the past several years as a result of adding new management
contracts, acquiring, renovating and developing additional hotels, and from
increases in revenues and net income at existing hotels. The Company intends to
continue to pursue an aggressive growth strategy for the foreseeable future, but
there can be no assurance that the Company will successfully achieve its growth
objectives. The Company is subject to a variety of business risks generally
associated with growing companies. The Company's ability to pursue successfully
new growth opportunities will depend on many factors, including, among others,
the Company's ability to identify suitable growth opportunities, finance
acquisitions and renovations and successfully integrate new hotels into its
operations. While the Company believes that it will have sufficient capital
following the Offerings to fund its growth strategy in the near term, this
belief is primarily premised on adequate cash being generated from operations
and the Company's entry into the Revolving Credit Facility. There can be no
assurance that the Company will generate adequate cash from operations or that
it will be successful in entering into the Revolving Credit Facility, and, if
so, on what terms. The Revolving Credit Facility would be an important source of
capital to fund the Company's future growth strategy and, if the Company is not
able to agree with Bankers Trust on the terms of the Revolving Credit Agreement,
it would need to seek other sources of financing to help fund its future growth
strategy. If the Company does enter into the Revolving Credit Facility and
generates anticipated cash from operations, the Company may seek an increase in
the capital available to it under the Revolving Credit Facility or otherwise
obtain additional debt or equity financing, depending upon the amount of capital
required to pursue future growth opportunities or address other needs. There can
be no assurance that such
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increase or additional financing will be available to the Company on acceptable
terms, if at all. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Liquidity and Capital Resources."
In addition, there can be no assurance that the Company will be able to
integrate successfully new hotels or new hotel products into its operations,
that new hotels or new hotel products will achieve revenue and profitability
levels comparable to the Company's existing hotels or that the combined business
will be profitable. Newly acquired or developed hotels typically begin with
lower occupancy and room rates. Furthermore, the Company's expansion within its
existing markets could adversely affect the financial performance of the
Company's existing hotels or its overall results of operations. Expansion into
new markets may present operating and marketing challenges that are different
from those currently encountered by the Company in its existing markets. There
can be no assurance that the Company will anticipate all of the changing demands
that expanding operations will impose on its management, management information
and reservation systems, and the failure to adapt its systems and procedures
could have a material adverse effect on the Company's business. See
"Business -- Growth Strategy."
Competition for Expansion Opportunities. The Company competes for
management contract, acquisition, development, lease, franchise and other
expansion opportunities. The Company competes for these expansion opportunities
with national and regional hotel companies, some of which have greater financial
and other resources than the Company. Competitive factors for expansion
opportunities include relationships with hotel owners and investors, the
availability of capital, financial performance, management fees, lease payments,
brand name recognition, marketing support, reservation system capacity and the
willingness to provide funds in connection with new management and lease
arrangements. The Company's failure to compete successfully for expansion
opportunities or to attract and maintain relationships with hotel owners and
investors could adversely affect the Company's results of operations. See
"Business -- Competition."
Acquisition and Development Risks. The Company expects that it may acquire
additional hotels in the future. Acquisitions entail the risk that investments
will fail to perform in accordance with expectations. The Company also intends
to continue redevelopment and conversion of other acquired hotels to Wyndham
Garden Hotels. The Company has entered into a contract to purchase one hotel
(the Vinings Wyndham Garden Hotel). The Company has entered into management
contracts with respect to two hotels under construction pursuant to which the
Company has undertaken certain obligations to provide furniture, fixtures and
equipment at specified prices. The Company also has entered into management
contracts for four additional hotels under renovation, two of which will remain
open during renovations. In addition, the Company may develop new hotels in the
future, depending on market conditions. Significant hotel renovations and new
project development are subject to a number of risks, including risks of
construction delays or cost overruns, risks that the properties will not achieve
anticipated performance levels and new project commencement risks such as
receipt of zoning, occupancy and other required governmental permits and
authorizations. These and other risks could result in the incurrence of
substantial costs for a project that is never completed. The Company anticipates
that most acquisitions, substantial renovations and development will be financed
under the Revolving Credit Facility, through joint ventures or with other forms
of short-term secured or unsecured financing. See "Business -- Growth Strategy"
and "Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Capital Resources." Permanent financing for these
projects, however, might not be available or might be available only on
disadvantageous terms. If permanent debt or equity financing were not available
on acceptable terms to refinance projects undertaken without permanent
financing, such projects could be curtailed and the Company's working capital
could be adversely affected.
DEPENDENCE ON MANAGEMENT CONTRACTS AND ON CERTAIN HOTEL OWNERS
Management contracts are acquired, terminated, renegotiated or converted to
franchise agreements in the ordinary course of the Company's business. Crow
Family Members, who will own approximately 48.9% of the Company's issued and
outstanding Common Stock following the Offering, have interests in 15 hotels
that the Company manages pursuant to management contracts. The Company also
manages 16 hotels owned by Bedrock, which will own approximately 12.3% of the
Company's issued and outstanding Common Stock
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following the Offering. See "The Formation and the Financing Plan -- The
Formation" and "Principal Stockholders." While the average remaining term of the
Company's management contracts for Wyndham brand hotels as of April 15, 1996 was
13.6 years (including renewals that the Company may elect to exercise), the
Company's management contracts generally may be terminated by the owner of the
hotel property if the Company fails to meet certain performance standards, if
the property is sold to a third party, if the property owner defaults on
indebtedness encumbering the property and/or upon a foreclosure of the property.
The terms of the four non-Wyndham brand hotel management contracts range from
one month to fifteen years. Other grounds for termination include a hotel
owner's election to close a hotel and certain business combinations involving
the Company in which the Wyndham name or current management team does not
survive. There can be no assurance that the Company will be able to replace
terminated contracts or that the terms of renegotiated or converted contracts
will be as favorable as the terms that existed before such renegotiation or
conversion. The Company also is subject to the risk of deterioration in the
financial condition of a hotel owner and such owner's ability to pay management
fees to the Company. In addition, in certain circumstances, the Company makes or
may be required to make loans to or capital investments in hotel properties in
connection with management contracts. See "Business -- Management Contracts." A
material deterioration in the operating results of one or more of these hotel
properties and/or a loss of the related management contracts could adversely
affect the value of the Company's investment in such hotel properties. In
addition, the Company historically has relied on Crow Family Members, Bedrock
and other hotel owners and investors for various acquisition, renovation,
development and other expansion opportunities. Although the Company believes
that it enjoys satisfactory relationships with such hotel owners and investors,
there can be no assurance that such relationships will remain satisfactory or
that such owners and investors will continue to provide expansion opportunities
in the future. See "Business -- Growth Strategy."
CONFLICTS OF INTEREST
Absence of Arms-Length Negotiations in the Formation of the Company. The
determination of the amount of cash to be paid and the equity interests in the
Company to be issued to the various participants in the Formation of the Company
and the allocation of the equity interests in the Company between the purchasers
of Common Stock in the Offering and the participants in the Formation were not
made through arms-length negotiations and were not based upon independent third
party determinations of value. The consideration to be paid by the Company in
connection with the transactions comprising the Formation were negotiated by
certain Senior Executive Officers, who will receive substantial economic
benefits as a result of the Formation. See "The Formation and the Financing
Plan" and "Certain Relationships and Transactions." The value of one of the
Assigned Businesses was determined on the basis of discounted projected pre-tax
cash flow. The value of each of the other Assigned Businesses, other than the
Old Management Company (as such terms are defined under "The Formation and the
Financing Plan -- The Formation"), was determined on the basis of a multiple of
the adjusted historical pre-tax cash flow of such Assigned Businesses, while the
value of the Old Management Company was based upon the remaining value
attributable to the combined enterprise. There can be no assurance that the
consideration given by the Company for such assets is equivalent to the fair
market value of such assets. See "The Formation and the Financing
Plan -- Allocation of Consideration in the Formation Transactions."
Future Dealings with Affiliates of the Company. Crow Family Members,
certain of their affiliates and Bedrock are, collectively, parties to 31
management contracts as well as other business arrangements with the Company.
See "Certain Relationships and Transactions" and "The Formation and the
Financing Plan." These relationships, coupled with the ownership of Common Stock
by Crow Family Members and Bedrock, as well as their representation on the
Company's Board of Directors, could give rise to conflicts of interest. Although
the Company believes that its management contracts with these persons are on
terms no less favorable to the Company than those that could have been obtained
from unaffiliated third parties, there can be no assurance that these parties
will continue to transact business with the Company or that they will not
attempt to use their ownership positions with the Company to influence the terms
on which they transact business with the Company in the future. In addition, the
Senior Executive Officers have ownership interests in hotels that are managed
but not owned by the Company. An entity owned by Crow Family Members and the
Senior Executive Officers is developing a new central reservations system for
the Company, and the
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timing, performance and continued availability of such system is not fully
within the Company's control. The outside interests of the Senior Executive
Officers could give rise to certain conflicts of interest that may result in
decisions that do not fully reflect the interests of all stockholders. See
"Business -- Growth Strategy -- III. Ability to Execute Growth
Strategy -- Relationships with Hotel Investors" and "Certain Relationships and
Transactions."
Conflicts Involving Certain Board Members. Robert A. Whitman and Daniel A.
Decker, who are directors of the Company, are principals of Hampstead, which has
an ownership interest in Bedrock in addition to another hotel company that in
the past has competed, and in the future may compete, with the Company for both
guests and hotel acquisitions. Hampstead is an investment firm and may from time
to time acquire interests in other hotel companies or assets. Consequently,
Messrs. Whitman and Decker may have conflicts of interest with respect to
certain matters potentially or actually involving or affecting the Company and
such other hotel-related investments, such as acquisition, development,
financing and other corporate opportunities that may be suitable for the Company
and such other hotel companies. In addition, such directors also may have
conflicts of interest with respect to corporate opportunities suitable for both
the Company and Hampstead. To the extent such opportunities arise, such
directors will make a determination after consideration of a number of factors,
including whether such opportunity is presented to any such director in his
capacity as a director of the Company or as an affiliate of such other hotel
company or of Hampstead, whether such opportunity is within the Company's line
of business or consistent with its strategic objectives and whether the Company
will be able to undertake or benefit from such opportunity. The Company and
Bedrock have agreed that the Company will be permitted to manage for a term of
15 years any hotel that is financed by Bedrock and contains 250 or fewer rooms.
See "Certain Relationships and Transactions -- Bedrock Investment Program."
Policy with Respect to Related Party Transactions. The Company has
implemented a policy requiring any material transaction (or series of related
transactions) between the Company and related parties to be approved by a
majority of the directors not affiliated with the Company (the "Independent
Directors"), if any, upon such directors' determination that the terms of the
transaction are no less favorable to the Company than those that could have been
obtained from unrelated third parties. The policy defines a material related
party transaction (or series of related transactions) as one involving a
purchase, sale, lease or exchange of property or assets or the making of any
investment with a value to the Company in excess of $1.0 million or a service
agreement (or series of related agreements) with a value in excess of $1.0
million in any fiscal year. There can be no assurance that this policy always
will be successful in eliminating the influence of conflicts of interest. See
"Management -- Directors and Executive Officers" and "Certain Relationships and
Transactions -- Policy with Respect to Related Party Transactions."
RISKS ASSOCIATED WITH OWNING OR LEASING REAL ESTATE
The Company owns or leases 18 of its Portfolio of 68 hotels. Accordingly,
the Company will be subject to varying degrees of risk generally related to
owning and leasing real estate. These risks include, among others, changes in
national, regional and local economic conditions, local real estate market
conditions, changes in interest rates and in the availability, cost and terms of
financing, liability for long-term lease obligations, the potential for
uninsured casualty and other losses, the impact of present or future
environmental legislation and compliance with environmental laws, and adverse
changes in zoning laws and other regulations, many of which are beyond the
control of the Company. In addition, real estate investments are relatively
illiquid; therefore, the ability of the Company to vary its Portfolio in
response to changes in economic and other conditions may be limited.
Pursuant to the Formation Agreements, certain owners of (i) six Wyndham
brand hotels to be transferred to the Company, (ii) the GHALP Lease and (iii) an
additional leasehold interest to be transferred to the Company (collectively,
the "Assigned Real Property") have made representations to the Company as to,
among other things, no knowledge of material undisclosed environmental
liabilities relating to the Assigned Real Property, no knowledge of material
undisclosed litigation relating to the Assigned Real Property and no knowledge
of defects in title to the Assigned Real Property, and have agreed to indemnify
the Company for breach of such representations. Such representations and
indemnity will survive for one year following the Formation. See
"Business -- Long-Term Hotel Leases." Because such representations are qualified
as to
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knowledge and have a limited period of survival, they are more limited in scope
than those often found in comparable real estate transactions. In addition, the
owners of the Assigned Businesses (other than the Assigned Real Property) make
no representations to the Company as to these Assigned Businesses. As a
consequence, certain obligations or losses relating to the Assigned Real
Property or the other Assigned Businesses or their respective operations,
whether arising before or after the Formation, will become the responsibility of
the Company. As is customary in real estate transactions comparable to the
transfer to the Company of the Assigned Real Property, however, the Company will
obtain policies of title insurance insuring against losses from certain defects
in title relating to the Assigned Real Property. There can be no assurance,
however, that the Company would be able to obtain recoveries under the title
insurance policies in the event of a defect in title or that any proceeds or
replacement properties would provide returns comparable to those of the Assigned
Real Property. See "The Formation and the Financing Plan -- The Formation."
Pursuant to the Formation Agreements, the Company has agreed to indemnify
certain of the owners of the Assigned Businesses for liabilities arising in
connection with the Formation resulting from claims brought by unaffiliated
third parties.
CONTROL BY PRINCIPAL STOCKHOLDERS
Following the Offering, Crow Family Members will beneficially own an
aggregate of approximately 48.9% of the outstanding shares of the Company's
Common Stock (47.9% if the U.S. Underwriters' over-allotment option is exercised
in full), and Bedrock will beneficially own approximately 12.3% of the Company's
issued and outstanding Common Stock (11.7% if the U.S. Underwriters'
over-allotment option is exercised in full). See "The Formation and the
Financing Plan -- The Formation" and "Principal Stockholders." In addition to
the ability of Crow Family Members, either independently or together with
Bedrock, to block certain actions requiring stockholder approval by virtue of
the substantial number of shares of Common Stock held by them, the terms of a
Stockholders' Agreement (as more specifically defined under "Description of
Capital Stock -- Stockholders' Agreement," the "Stockholders' Agreement") to be
entered contemporaneously with the Formation among the Company, Crow Family
Members, Bedrock, the Senior Executive Officers, Wyndham Employees Ltd. ("WEL")
and Susan T. Groenteman, a director of the Company, will have the effect of
concentrating control of the Company by these parties. Under the terms of the
Stockholders' Agreement, Crow Family Members (together with the Senior Executive
Officers, WEL and Ms. Groenteman) and Bedrock agree, among other things, to
allocate between themselves the right to nominate members of the Board of
Directors of the Company as long as they continue to own a substantial number of
shares of the Company's Common Stock. In addition, pursuant to the terms of the
Stockholders' Agreement, Crow Family Members and Bedrock have allocated among
themselves the right to designate the Chairman of the Board so long as either
party owns shares of Common Stock covered by the Stockholders' Agreement that
represents at least 30% of the Company's outstanding Common Stock. Such
provisions in the Stockholders' Agreement will ensure such parties' ability to
control the election of the members of the Board of Directors and will enable
such parties to control the management and affairs of the Company. See
"Description of Capital Stock -- Stockholders' Agreement."
SIGNIFICANT DEBT AND LEASE OBLIGATIONS
At March 31, 1996, on a pro forma basis after giving effect to the
Formation, the Financing Plan and other adjustments described under "Pro Forma
Combined Financial Data", the Company's long term consolidated debt was
approximately $100.0 million, its total stockholders' equity was approximately
$55.3 million and its ratio of earnings to fixed charges was 2.1 to 1. The
Company's indebtedness is substantial in relation to its shareholders' equity.
In addition, the Company will have significant lease obligations with respect to
the 12 hotel properties operated pursuant to long-term leases. See
"Business -- Long-Term Hotel Leases." For the year ended December 31, 1995 and
the 1996 First Quarter, on a pro forma basis after giving effect to the
Formation, the Financing Plan and other adjustments described under "Pro Forma
Combined Financial Data," the Company's rent expense was approximately $15.5
million and $4.7 million, respectively. (See Notes 10 and 11 to the Combined
Financial Statements for information with respect to the Company's historical
mortgage indebtedness and lease obligations.) The degree to which the Company is
leveraged, as
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well as its rent expense, could have important consequences to holders of Common
Stock and the Notes, including: (i) the Company's ability to obtain additional
financing in the future for working capital, capital expenditures, acquisitions
or general corporate purposes may be impaired; (ii) a substantial portion of the
Company's cash flow from operations may be dedicated to the payment of principal
and interest on its indebtedness and rent expense, thereby reducing the funds
available to the Company for its operation; and (iii) certain of the Company's
indebtedness contains, and the Revolving Credit Facility is expected to contain,
financial and other restrictive covenants, including those restricting the
incurrence of additional indebtedness, the creation of liens, the payment of
dividends and sales of assets and imposing minimum net worth requirements. See
"Description of Indebtedness." There can be no assurance that the Company's
operating results will be sufficient for the payment of the Company's
indebtedness. In addition, the Company's indebtedness could increase the
Company's vulnerability to adverse general economic and lodging industry
conditions (including increases in interest rates) and could impair the
Company's ability to take advantage of significant business opportunities that
may arise.
DEPENDENCE ON SENIOR MANAGEMENT
The Company's success will depend largely on the efforts and abilities of
senior management. The loss of the services of the Senior Executive Officers
could have a material adverse effect on the Company's business. The Company has
not entered into employment agreements with any member of senior management. See
"Management."
QUARTERLY FLUCTUATIONS IN OPERATING RESULTS
The lodging industry is seasonal in nature. Quarterly earnings may be
adversely affected by events beyond the Company's control, such as poor weather
conditions, economic factors and other considerations affecting travel. In
addition, the loss of one or several management contracts, the timing of
achieving incremental revenues from additional hotels and the realization of a
gain or loss upon the sale of a hotel also may adversely impact earnings
comparisons. If the Company loses a management contract that has capitalized
acquisition costs, the Company will record a write-off of the remaining book
value (less any termination fees received) of such capitalized costs, which
could have a material adverse effect on the operating results during the period
in which the write-off occurred. In addition, the Company's quarterly earnings
could be adversely affected by the loss of a hotel investment made in connection
with a management contract or other investment arrangement. The Company also may
experience earnings fluctuations resulting from equity participation plan
compensation expenses incurred in connection with periodic revaluations of WEL,
which is an equity participation program for certain of the Company's management
personnel and employees. Increases in the price per share of the Company's
Common Stock in the public market may have the effect of increasing the amount
of this component of the Company's compensation expense. In particular, assuming
an initial public offering price of $15.00 per share, the Company expects that
it will recognize equity compensation expense relating to both WEL and certain
interests held by Senior Executive Officers during the period in which the
Offering is consummated of an aggregate amount of $1.7 million. The Company
estimates that it would recognize an increase of $1.4 million in such
compensation expense for each $1.00 higher initial public offering price (or a
correspondingly lower amount in the event of a lower initial public offering
price). See "Management's Discussion and Analysis of Financial Condition and
Results of Operations -- Overview" and "-- Seasonality."
ENVIRONMENTAL MATTERS
Under various federal, state, local and foreign environmental laws,
ordinances and regulations ("Environmental Laws"), a current or previous owner
or operator of real property may be liable for the cost of removal or
remediation of hazardous or toxic substances on, under or in such property. Such
laws often impose liability without regard to whether the owner or operator knew
of, or was responsible for, the release of such hazardous or toxic substances.
The presence of contamination from hazardous or toxic substances, or the failure
to remediate such contaminated property properly, may adversely affect the
owner's ability to sell or rent such real property or to borrow using such real
property as collateral. Persons who arrange for the disposal or treatment of
hazardous or toxic substances also may be liable for the cost of removal or
remediation of such substances at the disposal or treatment facility, whether or
not such facility is or ever was owned or operated
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by such person. The operation and removal of certain underground storage tanks
also are regulated by federal and state laws. In connection with the ownership
and operation of its hotel properties, including properties owned, as well as
leased, managed or franchised by the Company, the Company could be held liable
for the cost of remedial action with respect to such regulated substances and
storage tanks and claims related to them. In addition to clean-up actions
brought by federal, state and local agencies, the presence of hazardous or toxic
substances on a hotel property also could result in personal injury or similar
claims by private plaintiffs. The Company has received environmental information
covering its owned and leased properties and certain of its managed and
franchised properties; however on many of the managed and franchised properties,
the Company has not performed or received the results from any environmental
investigations. As a result of the foregoing limitations on performing
environmental investigation and due to the fact that Environmental Laws and
conditions are subject to frequent change, there can be no assurance that
environmental liabilities or claims will not adversely affect the Company in the
future. See "Business -- Environmental Matters" for further information germane
to environmental issues relating to the Company.
ANTI-TAKEOVER MATTERS
The Company's Certificate of Incorporation and By-laws contain provisions
that may have the effect of delaying, deterring or preventing a takeover of the
Company that stockholders purchasing shares in the Offering may consider to be
in their best interest. The Company's Certificate of Incorporation and By-laws
provide for a classified Board of Directors serving staggered terms of three
years, the prohibition of stockholder action by written consent and advance
notice requirements for stockholder proposals and director nominations. The
Company's Certificate of Incorporation also grants the Board of Directors the
authority to issue up to 5,000,000 shares of preferred stock, having such
rights, preferences and privileges as designated by the Board of Directors
without stockholder approval. In addition, Section 203 of the Delaware General
Corporation Law, which is applicable to the Company, contains provisions that
restrict certain business combinations with interested stockholders, which may
have the effect of inhibiting a non-negotiated merger or other business
combination involving the Company. (The Company believes that by its terms,
Section 203 does not restrict transactions with C.F. Securities L.P., a
partnership owned by Crow Family Members, or any other party to the
Stockholders' Agreement that becomes an Interested Stockholder (for purposes of
Section 203) as a result of the exercise of the right of first offer described
under "Description of Capital Stock -- Stockholders' Agreement.") Finally, the
Stockholders' Agreement may have the effect of delaying, deterring or preventing
a takeover of the Company, as it restricts the transfer of shares of Common
Stock held by Crow Family Members, the Senior Executive Officers, WEL, Bedrock
and Ms. Groenteman, and also provides for an agreed allocation of director
nominations among such parties. See "Description of Capital Stock -- Anti-
Takeover Provisions" and "-- Stockholders' Agreement."
The indenture governing the Notes provides that, upon the occurrence of (i)
the sale of a majority of the fair market value of the assets of the Company, on
a consolidated basis, (ii) any person or group not affiliated with the Company's
current stockholders becoming the beneficial owner of more than 45% of the total
voting power of the Company or (iii) certain changes in a majority of the Board
of Directors of the Company during a two-year period (collectively, a "Change of
Control"), the holders of the Notes will have the right to require the Company
to repurchase their Notes at a price equal to 101% of the aggregate principal
amount thereof, plus accrued and unpaid interest. Should a Change of Control
occur and a substantial amount of the Notes be presented for purchase, there can
be no assurance that the Company or the acquiring party would have sufficient
financial resources to enable it to purchase such Notes. In addition, the Change
of Control purchase feature of the Notes may make more difficult or discourage a
takeover of the Company, and, thus, the removal of incumbent management. It is
anticipated that the terms of the Revolving Credit Facility will prohibit such a
Note repurchase. In addition, it is expected that certain "changes of control,"
as defined in the Revolving Credit Facility, will constitute a default
thereunder. After giving pro forma effect to the Formation, the Financing Plan
and other adjustments described under "Pro Forma Combined Financial Data," at
December 31, 1995 approximately $100.0 million of indebtedness (representing the
$100.0 million of Notes expected to be issued pursuant to the Debt Offering)
would have had to be repaid or repurchased in the event a Change of Control had
occurred. See "Description of Indebtedness."
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ABSENCE OF PUBLIC MARKET
Prior to the Offering, there has been no public market for the Common
Stock, and there can be no assurance that an active public market will develop
or continue after the Offering. The initial public offering price of the Common
Stock was determined through negotiations among the Company and the
representatives of the Underwriters (the "Representatives"), and there can be no
assurance that the Common Stock will trade at or in excess of the initial public
offering price. See "Underwriting" for a discussion of the factors considered in
determining the initial public offering price of the Common Stock.
PRICE VOLATILITY
The market price of the Common Stock could be subject to significant
fluctuations in response to variations in quarterly operating results and other
factors. In addition, the securities markets have experienced significant price
and volume fluctuations from time to time in recent years that often have been
unrelated or disproportionate to the operating performance of particular
companies. These broad fluctuations may adversely affect the market price of the
Common Stock.
SHARES ELIGIBLE FOR FUTURE SALE
The Company will have 19,204,301 shares of Common Stock outstanding
immediately following the Offering, of which the 3,350,000 shares sold in the
Offering will be freely tradeable by persons other than "affiliates" of the
Company without restriction or limitation under the Securities Act of 1933, as
amended (the "Act"). The remaining 15,854,301 shares are "restricted securities"
within the meaning of Rule 144 adopted under the Act and may not be sold in the
absence of registration under the Act unless an exemption from registration is
available, including the exemption contained in Rule 144. The holders of the
15,316,667 shares of restricted securities received in connection with the
Formation of the Company possess registration rights with respect to such shares
of Common Stock. General Electric also possesses registration rights with
respect to the estimated 537,634 shares to be purchased by it pursuant to the GE
Option. See "Description of Capital Stock -- Registration Rights." In addition,
shortly following the Offering the Company intends to register under the Act
2,133,811 shares of Common Stock reserved for issuance under the Company's
Incentive Plan (options for 797,700 shares of which are expected to be granted
prior to the date of this Prospectus) and 50,000 shares of Common Stock reserved
for issuance under the Company's Retainer Plan. Future sales of shares of Common
Stock registered under the Act or pursuant to Rule 144 or otherwise, or the
perception that such sales could occur, could have an adverse effect upon the
market price for the Common Stock. The Company and all of its existing
stockholders have agreed that, subject to certain exceptions, for a period of
180 days from the date of this Prospectus, they will not, without the prior
written consent of Smith Barney Inc. ("Smith Barney"), offer, sell, contract to
sell or otherwise dispose of any shares of Common Stock or any securities
convertible into or exercisable or exchangeable for, Common Stock. However, the
Senior Executive Officers will be permitted to pledge Common Stock owned by them
within such 180 day period to Smith Barney in connection with margin loan
transactions into which Smith Barney and certain Senior Executive Officers may
enter subsequent to the completion of the Offerings. The proceeds of such loans
would be used by such Senior Executive Officers to repay to the Company all or a
part of their outstanding indebtedness under the DAB Notes. There can be no
assurance that such margin loans will be made. In the event that Smith Barney
were to foreclose on the shares of Common Stock securing any such loans within
such 180 day period, Smith Barney would attempt to resell such Common Stock, and
any such resale would not be subject to such lock-up provisions. In addition,
the Senior Executive Officers may enter into margin loan transactions with
financial institutions other than Smith Barney within such 180 day period. In
such case, it is expected that the Senior Executive Officers would request the
consent of Smith Barney to pledge Common Stock in connection with such margin
loans, and the Company has been informed that Smith Barney expects that it would
grant its consent in such case. While Smith Barney has not agreed that any
consent to any other sale or other disposition by the Company or any of its
stockholders would not be unreasonably withheld, the Company has been informed
that Smith Barney expects that it would not unreasonably withhold any such
consent. See "Shares Eligible for Future Sale."
20
<PAGE> 28
THE FORMATION AND THE FINANCING PLAN
THE FORMATION
The first Wyndham brand hotel was established in 1982. Wyndham brand hotels
have primarily been developed through developmental and management expertise
supplied by the Company and capital provided by Crow Family Members (and, to a
lesser extent, certain Senior Executive Officers). In 1994, the Company and
Bedrock commenced a program of accelerated development of Wyndham Garden Hotels,
with Bedrock providing the necessary capital and the Company primarily providing
developmental and management expertise. The Company has worked with a number of
other unaffiliated hotel owners and investors to expand the Company's Portfolio
to its current size.
Wyndham Hotel Corporation was formed on February 16, 1996 to succeed to the
business of Wyndham Hotel Company Ltd., which, directly and through its
subsidiaries, currently manages and franchises the Company's Portfolio of hotels
(the "Old Management Company"), as well as succeed to the ownership of six
Wyndham brand hotels, leasehold interests relating to the GHALP Lease and an
additional leased hotel (an aggregate of 12 leased Wyndham brand hotels) and a
contract to purchase a single additional hotel (collectively, the "Assigned
Businesses"). See "Business -- Summary of Hotels" for a listing of these hotels.
In March, 1996, the Company entered into certain agreements with the current
owners of direct and indirect interests in the Old Management Company and hotels
(the "Formation Agreements"), which collectively provide for the transfer to the
Company of the Assigned Businesses, as well as certain other transactions
described below that involve the parties thereto. In addition, on March 10,
1996, the Company entered into an agreement (the "Bedrock Exchange Agreement")
with various affiliates of Bedrock, pursuant to which Bedrock will transfer to
the Company options to acquire equity interests in the Old Management Company
(as more specifically defined under "Certain Relationships and
Transactions -- Bedrock Investment Program," the "Bedrock Options") and the
Bedrock Contribution in the amount of $10.0 million. Pursuant to the Formation
Agreements, the Old Management Company's rights and obligations under its
management agreements and franchise agreements will be transferred to the
Company by operation of law and will remain in full force and effect. The
Company has obtained the necessary consents to such transfers.
Formation Transactions. Set forth below is a description of the
transactions related to the formation of the Company (the "Formation").
- The Assigned Businesses are being transferred to the Company in
consideration of the Company's issuance of 12,948,777 shares of Common
Stock and the payment of $25.3 million, in cash. The number of shares
issuable and the cash payable in exchange for interests in certain of the
Assigned Businesses are subject to working capital adjustments. The
shares of Common Stock are being issued in exchange for all of the
interests in the Assigned Businesses held by the Company's management and
other personnel and a portion of the interests in the Assigned Businesses
held by Crow Family Members. Of the total cash amount being paid for the
Assigned Businesses, $19.1 million is being paid for the remaining
portion of the interests in the Assigned Businesses held by Crow Family
Members and $6.2 million is being paid for the interests in the Assigned
Businesses held by various unaffiliated parties.
- The Company will repay the indebtedness of certain of the Assigned
Businesses owing to various Crow Family Members in the aggregate amount
of $4.0 million.
- The Company will pay $6.0 million in cash to Caribbean Hotel Management
Company, a company owned by Crow Family Members ("CHMC"), in
consideration of the release and discharge of the Company from its
obligation to make payments to CHMC under an agreement between CHMC and
the Company (the "CHMC Agreement"). Pursuant to the CHMC Agreement, the
Company acquired in 1988 from CHMC a number of management agreements
relating to certain Wyndham brand hotels then in operation, and in
partial consideration therefor the Company agreed to pay CHMC 16% of the
revenues derived from such management agreements. The Company's
obligation to continue paying such amounts to CHMC will terminate upon
its release and discharge.
21
<PAGE> 29
- The Company will pay $18.6 million in cash to Wyndham Finance Limited
Partnership, a partnership owned by Crow Family Members ("WFLP"), in
connection with the Company's purchase from WFLP of notes representing an
equal amount of "Division Account Balance" receivables held by WFLP (the
"DAB Notes"). The DAB Notes represent the outstanding principal and
accrued interest as of December 31, 1995 severally owing by the Senior
Executive Officers and WEL to WFLP and are evidenced by promissory notes
made payable to the Company. Such notes will accrue interest at 6% per
annum, and are fully secured by the pledge of shares of Common Stock held
by the note obligors, and the outstanding principal and accrued interest
(compounded quarterly) will be payable in a single lump sum in May 2001.
- In consideration of Bedrock's transfer of the Bedrock Options and the
Bedrock Contribution in the amount of $10.0 million to the Company, the
Company will issue to Bedrock 2,367,890 shares of Common Stock pursuant
to the Bedrock Exchange Agreement. See "Principal Stockholders."
All of the transactions relating to the Formation will be completed
immediately prior to, or substantially simultaneously with, the consummation of
the Offerings. See "Description of Capital Stock -- Stockholders' Agreement" and
"-- Registration Rights" for information relating to other arrangements among
the Company, Crow Family Members, the Senior Executive Officers, WEL, Ms.
Groenteman and Bedrock that will be consummated contemporaneously with the
Formation.
In connection with the Formation, the Company and certain owners of
Assigned Businesses are seeking certain consents and approvals, and the
consummation of the Formation is conditioned upon the receipt of such consents
and approvals and the expiration of such waiting periods.
Pursuant to the Formation Agreements, certain owners of (i) the six Wyndham
brand hotels to be transferred to the Company, (ii) leasehold interests in the
GHALP Properties and (iii) the additional leasehold interest to be transferred
to the Company (collectively, the "Assigned Real Property") have made
representations to the Company as to, among other things, no knowledge of
material undisclosed environmental liabilities relating to the Assigned Real
Property, no knowledge of material undisclosed litigation relating to the
Assigned Real Property and no knowledge of defects in title to the Assigned Real
Property, and have agreed to indemnify the Company for breach of such
representations. Such representation and indemnity will survive for one year
following the Formation. See "Business -- Long-Term Hotel Leases." Because such
representations are qualified as to knowledge and have a limited period of
survival, they are more limited in scope than those often found in comparable
real estate transactions. In addition, the owners of the Assigned Businesses
(other than the Assigned Real Property) make no representations to the Company
as to these Assigned Businesses. As a consequence, certain obligations or losses
relating to the Assigned Real Property or the other Assigned Businesses or their
respective operations, whether arising before or after the Formation, will
become the responsibility of the Company. As is customary in real estate
transactions comparable to the transfer to the Company of the Assigned Real
Property, however, the Company will obtain policies of title insurance insuring
against losses from certain defects in title relating to the Assigned Real
Property. There can be no assurance, however, that the Company would be able to
obtain recoveries under the title insurance policies in the event of a defect in
title or that any proceeds or replacement properties would provide returns
comparable to those of the Assigned Real Property.
Pursuant to the Formation Agreements, the Company has agreed to indemnify
certain of the owners of the Assigned Businesses and Bedrock for liabilities
arising in connection with the Formation resulting from claims brought by
unaffiliated third parties.
ALLOCATION OF CONSIDERATION IN THE FORMATION TRANSACTIONS
The amount of cash and shares of Common Stock to be received by Crow Family
Members, Senior Executive Officers and WEL in the transactions comprising the
Formation was not determined as a result of arm's length negotiations. The
consideration to be paid by the Company in connection with the transactions
comprising the Formation was negotiated by certain Senior Executive Officers,
who will receive substantial economic benefits as a result of the consummation
of the Formation transactions. See "Certain Relationships
22
<PAGE> 30
and Transactions -- Benefits of the Formation and the Financing Plan to Related
Parties." Therefore, there can be no assurance that the consideration to be paid
by the Company for these interests will not exceed the fair market value of such
interests.
The aggregate amount of cash and shares of Common Stock to be received by
the current owners of the Assigned Businesses was determined through
negotiations between the Company and Crow Family Members, which own a majority
interest in each of the Assigned Businesses and will also beneficially own an
aggregate of approximately 48.9% of the outstanding shares of the Company's
Common Stock following the Offering. These parties reached an agreement with
respect to the value of one of the Assigned Businesses on the basis of
discounted projected pre-tax cash flow. The value of each of the other Assigned
Businesses (other than the Old Management Company) was determined on the basis
of a multiple of the adjusted historical pre-tax cash flow of such Assigned
Businesses, while the value of the Old Management Company was based upon the
remaining value attributable to the combined enterprise. These methodologies
were used because the Company believed it most appropriate to value the Assigned
Businesses as ongoing businesses. The aggregate amount of shares of Common Stock
that has been allocated to the current owners of the Assigned Businesses was
determined based on the agreed value of the Assigned Businesses, compared with
the estimated value contributed to the Company by the Company's other
stockholders, including the investors purchasing shares of Common Stock in this
Offering.
The amount of indebtedness owing by the Assigned Businesses that will be
assumed and repaid by the Company to various Crow Family Members will be equal
to the outstanding principal amount and accrued interest thereon as of the date
of consummation of the Formation. The amount to be paid by the Company to CHMC
in consideration of the release and discharge of the Company from its payment
obligations under the CHMC Agreement was determined through negotiations between
the Company and Crow Family Members, and was based upon the value of the
anticipated stream of payments that would have been payable by the Company to
CHMC through the remaining term of the CHMC Agreement. The amount to be paid by
the Company to WFLP for the purchase of the DAB Notes will be equal to the
outstanding principal and accrued interest owing thereon as of December 31,
1995.
The Bedrock Options are currently exercisable for up to a 37.5% interest in
the Old Management Company. See "Certain Relationships and
Transactions -- Bedrock Investment Program." The number of shares of Common
Stock to be issued by the Company to Bedrock for its transfer to the Company of
the Bedrock Options and the Bedrock Contribution was determined through
negotiations between the Company and Bedrock. The value of the Bedrock Options
was generally based upon the difference between the exercise price for such
options and the estimated value of Bedrock's equity ownership in the Old
Management Company, based upon certain assumptions, including the assumption
that such options were exercised prior to their expiration for an interest in
the Old Management Company component of the combined businesses comprising the
Company.
No third party determination of the value of assets transferred to the
Company was made in connection with the transactions comprising the Formation.
See "Risk Factors -- Conflicts of Interest."
THE FINANCING PLAN
The Company will implement the Financing Plan in order to fund the cash
payments associated with the Formation, repay certain mortgage and other
indebtedness assumed in connection with the Formation and provide liquidity for
the Company's operating and growth strategies. Under the Financing Plan, the
Company intends to (i) offer 3,350,000 shares of Common Stock in the Offering,
and thereby raise approximately $50.3 million in gross proceeds (assuming an
initial public offering price of $15.00 per share); (ii) concurrently offer
$100.0 million of Notes through the Debt Offering; (iii) enter into the
Revolving Credit Facility; (iv) receive the Bedrock Contribution in the amount
of $10.0 million pursuant to the Bedrock Exchange Agreement; and (v) eliminate
approximately $7.5 million of outstanding indebtedness under the Company's
current revolving credit facility upon General Electric's exercise of the GE
Option. See "Description of Indebtedness" and "Principal Stockholders."
Consummation of each of the Offerings is conditioned upon consummation of the
other, although there can be no assurance that the Company will enter
23
<PAGE> 31
into the Revolving Credit Facility. See "Description of Indebtedness." After
applying the net proceeds from the Offerings and the Bedrock Contribution as
indicated under "Use of Proceeds," the Company will have remaining proceeds of
approximately $18.4 million. This amount, together with cash generated from
operations and capital available under the Revolving Credit Facility (the
availability of which will be subject to the terms and financial covenants to be
set forth in the Revolving Credit Agreement), will be available to fund the
Company's operating and growth strategies. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations -- Liquidity and
Capital Resources" and "Description of Indebtedness."
The following table sets forth the anticipated sources and uses of funds
for the Financing Plan:
<TABLE>
<CAPTION>
(IN MILLIONS)
<S> <C>
Sources of Funds:
Common Stock (gross proceeds derived from the Offering)................ $ 50.3
The Notes (gross proceeds derived from the Debt Offering).............. 100.0
Revolving Credit Facility.............................................. 0
Bedrock Contribution(1)................................................ 10.0
------
Total.......................................................... $ 160.3
======
Uses of Funds:
Cash funding of Formation(2)........................................... $ 53.9
Repayment of certain mortgage and other indebtedness(3)................ 65.0
Fees and expenses(4)................................................... 15.8
Cash to fund operating and growth strategies(3)(5)(6).................. 25.6
------
Total.......................................................... $ 160.3
======
</TABLE>
- ---------------
(1) Pursuant to the Bedrock Exchange Agreement, Bedrock is required to transfer
the Bedrock Options and the sum of $10.0 million to the Company in
consideration of the issuance to Bedrock of shares of Common Stock.
(2) Comprised of cash payments of (a) $19.1 million payable to Crow Family
Members in partial consideration of the transfer of their interests in the
Assigned Businesses, (b) $4.0 million payable to various Crow Family Members
in repayment of certain indebtedness owing by the Assigned Businesses, (c)
$6.2 million payable to certain unaffiliated third parties in consideration
of the transfer of their interests in the Assigned Businesses, (d) $6.0
million payable to CHMC in consideration of the release and discharge of the
Company's payment obligations under the CHMC Agreement, and (e) $18.6
million payable to WFLP in connection with the purchase of the DAB Notes.
(3) Prior to or substantially simultaneous with the Formation, the Company will
(a) fully repay mortgage and other indebtedness in the approximate amount of
$55.5 million owing to third party lenders relating to the six Wyndham brand
hotels acquired in the Formation, (b) fully repay remaining indebtedness in
the approximate amount of $2.0 million, which arose in connection with the
original acquisition of the GHALP Properties and (c) repay an estimated $7.5
million of the estimated $15.0 million of indebtedness owing to General
Electric under the GE Credit Agreement. Under the GE Credit Agreement, as
subsequently modified, General Electric has committed to purchase an
estimated 537,634 shares of Common Stock pursuant to the GE Option at the
initial public offering price (less underwriting discounts and commissions)
for an estimated total purchase price of approximately $7.5 million (which
represents the remaining one-half of the estimated $15.0 million of
indebtedness that will be outstanding under the GE Credit Agreement upon
consummation of the Offerings). In the event the actual public offering
price per share of Common Stock is lower than $13.00 or higher than $17.00,
the GE Option will be terminated and the Company will be required to repay
the entire estimated $15.0 million of indebtedness (unless such pricing
limitation is waived by General Electric). For additional information with
respect to the GE Option, see "Principal Stockholders."
(4) Represents estimated fees and expenses (including underwriting discounts and
commissions) in connection with the Offerings and the Financing Plan and the
transactional expenses relating to the GHALP transactions.
(5) The Company intends to acquire from an unaffiliated party the Vinings
Wyndham Garden Hotel shortly following the consummation of the Offerings.
The estimated acquisition cost is $12.9 million, comprised of a cash payment
of $3.2 million, which cash payment will be funded with a portion of the net
proceeds from the Offerings, and the assumption of existing indebtedness
encumbering the property. In addition, the Company intends to make certain
improvements to the Wyndham Rose Hall Resort in the approximate amount of
$4.0 million. See "Prospectus Summary -- The Company -- Planned Portfolio
Additions," "Use of Proceeds" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations -- Liquidity and Capital
Resources."
(6) Cash to fund operating and growth strategies is lower than the net increase
in cash and cash equivalents reflected on the pro forma combined balance
sheet by $2.4 million because the pro forma data reflects activity as of
March 31, 1996, while the Financing Plan reflects projected activity as of
the date of consummation of the Formation transactions. The reductions in
cash are: (a) net projected higher indebtedness of $.3 million that will be
repaid as part of the Formation, (b) $1.3 million arising from not giving
effect to the GHALP transactions, which are not part of the Financing Plan,
as the transactions have already been consummated, (c) not reclassifying $.7
million of restricted cash to cash and cash equivalents and (d) not
considering $.6 million in transaction costs already paid as of March 31,
1996. These reductions are offset by an expectation that working capital
will be sufficient to pay accrued interest upon the date of consummation of
the Formation and not require proceeds from the "Sources of Funds"
identified above. Accrued interest was approximately $.6 million at March
31, 1996. See the explanations of pro forma adjustments to the pro forma
combined balance sheet under "Pro Forma Combined Financial Data."
24
<PAGE> 32
BENEFITS OF THE FORMATION AND THE FINANCING PLAN TO RELATED PARTIES
In connection with their participation in the transactions related to the
Formation of the Company, certain major stockholders, directors and executive
officers of the Company will receive the following benefits.
Crow Family Members will receive, collectively, 9,386,135 shares of Common
Stock and $19.1 million in cash in exchange for their interests in the Assigned
Businesses. In addition, Crow Family Members will receive $4.0 million in cash
as a result of the repayment of certain loans that they made to certain of the
Assigned Businesses. In addition, WFLP, a partnership owned by Crow Family
Members, will receive $18.6 million in cash for the sale of the DAB Notes, which
represent obligations of the Senior Executive Officers (James D. Carreker,
Leslie V. Bentley, Eric A. Danziger, Anne L. Raymond and Stanley M. Koonce, Jr.)
and WEL. CHMC, which is owned by certain Crow Family Members, will receive $6.0
million in cash as consideration for the release and discharge of the Company's
payment obligations under the CHMC Agreement.
The Senior Executive Officers of the Company will receive the following
number of shares of Common Stock in exchange for their respective interests in
the Assigned Businesses:
-- James D. Carreker: 1,167,970 shares;
-- Leslie V. Bentley: 329,180 shares;
-- Eric A. Danziger: 377,964 shares;
-- Anne L. Raymond: 376,906 shares; and
-- Stanley M. Koonce, Jr.: 385,553 shares.
Bedrock (in which Messrs. Whitman and Decker have ownership interests) will
receive 2,367,890 shares of Common Stock in consideration of Bedrock's transfer
to the Company of the Bedrock Options and the Bedrock Contribution in the amount
of $10.0 million.
WEL (in which certain executive officers and employees of the Company
participate) will receive 642,588 shares of Common Stock in exchange for its
interests in the Assigned Businesses.
TCI 2001 Limited Partnership ("TCI"), which is owned by certain Crow Family
Members and the Senior Executive Officers, will receive a payment of
approximately $250,000 from the Company as a commission to be paid to an
employee of TCI for his efforts in facilitating the sale of the 11 Wyndham
Garden Hotels to an unaffiliated publicly traded REIT. See
"Business -- Long-Term Hotel Leases."
25
<PAGE> 33
USE OF PROCEEDS
Assuming an initial public offering price of $15.00 per share, the net
proceeds to the Company from the sale of 3,350,000 shares of Common Stock in the
Offering are estimated to be approximately $44.0 million ($51.0 million assuming
exercise of the U.S. Underwriters' over-allotment option), after deduction of
the underwriting discounts and commissions and the Company's estimated offering
expenses. The Company estimates net proceeds from the concurrent Debt Offering
to be approximately $95.5 million, yielding estimated combined net proceeds from
the Offerings of $139.5 million. The consummation of each of the Offerings is
conditioned upon consummation of the other. The net proceeds from the Offerings
will be used in accordance with the Financing Plan to fund the cash payments
associated with the Formation in the approximate total amount of $53.9 million,
to repay certain mortgage and other indebtedness in the approximate total amount
of $65.0 million assumed in connection with the Formation, to pay approximately
$5.0 million of fees and expenses incurred in connection with the GHALP
transactions and consummating the elements of the Financing Plan other than the
Offerings, to fund the cash portion of the estimated acquisition cost to
purchase the Vinings Wyndham Garden Hotel in the amount of $3.2 million and to
fund certain improvements to the Wyndham Rose Hall Resort in the approximate
amount of $4.0 million. The remainder of the net proceeds from the Offerings and
the Bedrock Contribution, approximately $18.4 million, will be used together
with cash generated from operations and capital available under the Revolving
Credit Facility (the availability of which will be subject to the negotiated
terms and financial covenants to be included therein) to provide liquidity for
the Company's operating and growth strategies. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations -- Liquidity and
Capital Resources" and "Description of Indebtedness."
Of the $139.5 million net proceeds from the Offerings, the Company will pay
Crow Family Members $19.1 million in consideration of the transfer of the
Assigned Businesses, $4.0 million in repayment of indebtedness owing by the
Assigned Businesses, $6.0 million in consideration of the release and discharge
of the Company's payment obligations under the CHMC Agreement and $18.6 million
in consideration of the sale of the DAB Notes. See "The Formation and the
Financing Plan -- The Formation" and "Certain Relationships and Transactions"
for further information relating to these transactions. Of the approximately
$65.0 million portion of net proceeds from the Offerings used to repay
indebtedness, the Company estimates that (i) $55.5 million will be used to repay
mortgage and other indebtedness owing to unrelated third party lenders
(comprised of a mortgage loan in the approximate outstanding principal amount of
$12.5 million, with a maturity of May 2, 1996 and a fluctuating interest rate at
prime plus .5%; a mortgage loan in the approximate outstanding principal amount
of $10.0 million, with a maturity date of December 31, 1999 and a fluctuating
interest rate at the London Interbank Offered Rate ("LIBOR") plus 1.75%; a
mortgage loan in the approximate outstanding principal amount of $10.1 million,
with a maturity date of December 31, 1999 and a fluctuating interest rate at
LIBOR plus 1.5%; a mortgage loan with an approximate outstanding principal
amount of $5.4 million, with a maturity date of May 21, 2000 and a fluctuating
interest rate at LIBOR plus 3.25%; a mortgage loan in the approximate
outstanding principal amount of $8.7 million, with a maturity date of August 28,
1997 and a fluctuating interest rate at prime plus 1.25%; a mortgage loan with
an approximate outstanding principal amount of $5.6 million, with a maturity
date of November 15, 1999 and a fluctuating interest rate at 86% of the London
Interbank Bid Rate; a note in the approximate outstanding principal amount of
$2.3 million, with a maturity date of November 15, 1999 and an interest rate of
11.5%; a note in the approximate outstanding principal amount of $187,000, with
a maturity date of November 15, 1999 and a fluctuating interest rate at Jamaican
prime plus 1.5%; an operating deficit loan in the approximate outstanding
principal amount of $222,000, with no stated maturity and a fluctuating interest
rate at prime plus 2.0%; and a partnership development loan in the approximate
outstanding principal and accrued interest amount of $525,000, with a maturity
that has been extended to the date of consummation of the Offerings and a
fluctuating interest rate equal to the partnership cost of capital plus 2.0%);
(ii) $2.0 million will be used to repay indebtedness arising in connection with
the original acquisition of the GHALP Properties (with a maturity date of
December 1999 and a fixed interest rate of 11.5%); and (iii) $7.5 million will
be used to repay one-half of the estimated $15.0 million of indebtedness owing
to General Electric under the GE Credit Agreement (with a maturity date of June
2002 and an interest rate at December 31, 1995 of 9.0%) (in the event that the
actual public offering price per share of Common Stock is lower than $13.00 or
higher than $17.00, the GE Option will be terminated and the Company will be
required to repay the entire estimated $15.0 million of indebtedness (unless
such pricing limitation is waived by General Electric)). See Note 10 of Notes to
Combined Financial Statements for further information relating to the
indebtedness to be repaid.
Pending application of the net proceeds as described above, the Company
intends to invest such proceeds in short-term, investment grade, interest
bearing securities.
26
<PAGE> 34
DILUTION
At March 31, 1996, the Company's net tangible book value was $21.7 million,
or $1.37 per share. Net tangible book value per share is determined by dividing
the net tangible book value (tangible assets less liabilities) of the Company by
the number of shares of Common Stock outstanding. After giving effect to the
Formation and the Offering, including the issuance and sale of the 3,350,000
shares of Common Stock offered hereby (at an assumed initial public offering
price of $15.00 per share) and the issuance and sale of the Notes, in each case
after the deduction of the Company's underwriting discounts and commissions and
estimated offering expenses, and the application of the net proceeds from the
Offerings as set forth in "Use of Proceeds," the pro forma net tangible book
value of the Company at March 31, 1996 would have been $46.4 million, or $2.42
per share. This represents an immediate increase in pro forma net tangible book
value of $1.05 per share to existing stockholders and an immediate dilution of
$12.58 per share to new investors. The following table illustrates this dilution
per share:
<TABLE>
<S> <C> <C>
Assumed initial public offering price per share...................... $15.00
Net tangible book value per share as of March 31, 1996............. 1.37
Increase attributable to the Formation and the Offerings........... 1.05
---
Pro forma net tangible book value per share after giving effect to
the Formation and the Offerings.................................... 2.42
------
Dilution per share to new investors.................................. $12.58
======
</TABLE>
The following table summarizes, as of March 31, 1996, on a pro forma basis
after giving effect to the Formation and the Offering, the difference between
the number of shares of Common Stock purchased from the Company, the aggregate
consideration paid and the average price per share paid by existing stockholders
and new investors purchasing shares in the Offering (based upon an assumed
initial public offering price of $15.00 per share):
<TABLE>
<CAPTION>
SHARES PURCHASED TOTAL CONSIDERATION
-------------------- ----------------------- AVERAGE PRICE
NUMBER PERCENT AMOUNT PERCENT PER SHARE
---------- ------- ------------ ------- -------------
<S> <C> <C> <C> <C> <C>
Existing stockholders(1)...... 15,854,301 83% $ 61,775,881 55.1% $ 3.90
New investors................. 3,350,000 17% 50,250,000 44.9% $ 15.00
---------- ---- ------------ ----
Total............... 19,204,301 100% $112,025,881 100%
========== ==== ============ ====
</TABLE>
- ---------------
(1) Includes stock held by Crow Family Members, Senior Executive Officers, WEL,
Bedrock, Susan T. Groenteman and General Electric (assuming an estimated
$15.0 million outstanding indebtedness under the GE Credit Agreement of the
time of consummation of the Offerings, and therefore the issuance of an
estimated 537,634 shares of Common Stock upon the exercise of the GE
Option). See "Principal Stockholders."
DIVIDEND POLICY
The Company intends to retain any future earnings for use in its business
and does not intend to pay cash dividends in the foreseeable future.
Furthermore, the Company anticipates that the terms of the Revolving Credit
Agreement will prohibit the Company from paying, and the indenture governing the
Notes will limit the Company's ability to pay, dividends on the Common Stock.
See "Description of Indebtedness." The payment of future dividends, if any, will
be at the discretion of the Company's Board of Directors and will depend upon,
among other things, future earnings, operations, capital requirements,
restrictions in future financing agreements, the general financial condition of
the Company and general business conditions.
27
<PAGE> 35
CAPITALIZATION
The following table sets forth at March 31, 1996 the historical
capitalization of the Company, and the pro forma capitalization of the Company
after giving effect to the Formation, the Financing Plan (assuming an initial
public offering price of $15.00 per share) and other adjustments described under
"Pro Forma Combined Financial Data." See "The Formation and the Financing Plan"
and "Pro Forma Combined Financial Data." The information set forth in the table
should be read in conjunction with the Combined Financial Statements and the
Notes thereto, included elsewhere in this Prospectus.
<TABLE>
<CAPTION>
MARCH 31, 1996
------------------------
HISTORICAL PRO FORMA
---------- ---------
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<S> <C> <C>
Cash and cash equivalents......................................... $ 6,084 $ 33,996(1)
========= ========
Long-term debt, including current maturities...................... 71,699 100,000(1)(2)
--------- --------
Capitalized lease obligations, including current portion.......... 20,729 20,729
--------- --------
Minority interest................................................. 7,972 --
---------
Partners' capital and stockholders' equity:
Partners' capital............................................... 24,839 --
Preferred Stock, $.01 par value, 5,000,000 shares authorized; no
shares outstanding........................................... -- --
Common Stock, $.01 par value, 45,000,000 shares authorized;
19,204,301 shares outstanding, pro forma(3).................. -- 192
Additional paid-in capital...................................... -- 66,676
Retained earnings............................................... -- 7,212
Receivables from affiliates..................................... (2,375) (1,242)
Notes receivable from stockholders.............................. -- (18,576)
--------- --------
Total partners' capital and stockholders' equity........ 22,464 54,262
--------- --------
Total capitalization.................................... $ 122,864 $ 174,990
========= ========
</TABLE>
- ---------------
(1) Does not reflect (i) the acquisition of the Vinings Wyndham Garden Hotel,
which is expected to close shortly following consummation of the Offering,
the estimated acquisition cost for which is $12.9 million (including
estimated closing costs of $395,000), comprised of a cash payment of $3.2
million and the assumption of $9.7 million of industrial revenue bond
indebtedness or (ii) funding certain improvements to the Wyndham Rose Hall
Resort in the approximate amount of $4.0 million. See "Pro Forma Combined
Financial Data" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Liquidity and Capital Resources."
(2) After giving full effect to the implementation of the Formation and the
Financing Plan, the Company does not expect that it will initially draw any
amounts under the Revolving Credit Facility. See "The Formation and the
Financing Plan" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations -- Liquidity and Capital Resources."
(3) Based on 19,204,301 shares of Common Stock outstanding after the Offering,
which assumes an estimated $15.0 million outstanding indebtedness under the
GE Credit Agreement at the time of the consummation of the Offering and
therefore the issuance of an estimated 537,634 shares of Common Stock upon
the exercise of the GE Option. Excludes (i) 2,133,811 shares of Common Stock
reserved for issuance under the Incentive Plan, of which the Company expects
to grant options to purchase 797,700 shares prior to the date of this
Prospectus with exercise prices equal to the initial public offering price
per share and (ii) 50,000 shares of Common Stock reserved for issuance under
the Retainer Plan. See "Management -- 1996 Long Term Incentive Plan,"
"-- Director Compensation" and "Principal Stockholders."
28
<PAGE> 36
PRO FORMA COMBINED FINANCIAL DATA
The following unaudited pro forma combined balance sheet of the Company as
of March 31, 1996 presents, in the "The Company Pro Forma" column, the financial
position of the Company as if the Formation and the Financing Plan had been
completed on March 31, 1996. The unaudited pro forma combined statements of
income of the Company for the year ended December 31, 1995 and the 1996 First
Quarter present, in the "The Company Pro Forma" column, the results of
operations of the Company as if the Formation and the Financing Plan had been
completed on January 1, 1995. The adjustments required to reflect the Formation
and the Financing Plan are set forth in the "Pro Forma Adjustments" columns and
are discussed in the accompanying notes.
The Formation has been accounted for as an exchange between entities under
common control, and, accordingly, the assets received by the Company and its
affiliates in the Formation will be recorded at historical cost.
The pro forma combined balance sheet and statements of income reflect (i)
the acquisition of a 70% interest in GHALP from an unaffiliated third party and
(ii) the sale/leaseback of the GHALP Properties to an unaffiliated REIT. These
transactions were consummated on May 2-3, 1996. Pro forma adjustments related to
the GHALP transactions have been set forth in a separate column under "Pro Forma
Adjustments." See "Business -- Long-Term Hotel Leases."
The following pro forma combined financial data does not reflect the
acquisition of the Vinings Wyndham Garden Hotel anticipated to be consummated
shortly following the Offering. If the effects of this acquisition had been
included in the pro forma combined balance sheet, cash would have decreased by
$3.2 million, property and equipment would have increased by $12.5 million,
other assets would have increased by $395,000, and debt would have increased by
$9.7 million. If the acquisition had been consummated January 1, 1995, and the
results of the Vinings Wyndham Garden Hotel had been included in the pro forma
statement of income, revenues would have increased by $4.6 million, operating
income would have increased by $1.4 million, interest expense would have
increased by approximately $736,000 and net income would have increased by
approximately $400,000.
The unaudited pro forma combined financial data of the Company are
presented for informational purposes only and may not reflect the Company's
future results of operations and financial position or what the results of
operations and financial position of the Company would have been had such
transactions occurred as of the dates indicated. The unaudited pro forma
combined financial statements and accompanying notes of the Company should be
read in conjunction with the combined financial statements and notes thereto
contained elsewhere in this Prospectus.
29
<PAGE> 37
WYNDHAM HOTEL CORPORATION
1995 PRO FORMA COMBINED BALANCE SHEET
(UNAUDITED)
ASSETS
<TABLE>
<CAPTION>
MARCH 31, 1996
-------------------------------------------------------------------
PRO FORMA ADJUSTMENTS
-------------------------------
THE COMPANY FORMATION AND THE COMPANY
HISTORICAL FINANCING GHALP PRO FORMA
------------ ------------- ----------- ------------
<S> <C> <C> <C> <C>
Current assets:
Cash and cash equivalents.............. $ 6,084,420 $ 30,391,090 (a) $(2,479,954)(o) $ 33,995,556
Cash, restricted....................... 2,932,921 (302,391 )(b) 1,196,519(p) 3,827,049
Accounts receivable, net............... 13,623,182 -- 2,232,371(q) 15,855,553
Due from affiliates.................... 2,438,362 -- 152,389(r) 2,590,751
Inventories............................ 1,062,044 -- 189,754(q) 1,251,798
Deferred income taxes.................. -- 1,000,000 (c) -- 1,000,000
Other.................................. 529,892 -- 1,408,883(s) 1,938,775
------------ ------------ ----------- ------------
Total currents assets................ 26,670,821 31,088,699 2,699,962 60,459,482
Investment in an affiliate's hotel
partnership............................ 3,052,355 -- (3,052,355)(t) --
Notes and other receivables from
affiliates............................. 7,709,262 -- -- 7,709,262
Notes receivable......................... 2,450,587 -- -- 2,450,587
Property and equipment, net.............. 86,846,677 (1,898,623 )(d) --(u) 84,948,054
Management contract costs, net........... 7,299,226 -- -- 7,299,226
Security deposits........................ -- -- 13,600,000(v) 13,600,000
Deferred income taxes.................... -- 16,000,000 (c) -- 16,000,000
Other.................................... 4,541,630 5,957,880 (e) 269,613(w) 10,769,123
------------ ------------ ----------- ------------
Total assets.................... $138,570,558 $ 51,147,956 $13,517,220 $203,235,734
============ ============ =========== ============
LIABILITIES AND PARTNERS' CAPITAL AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued
expenses............................. $ 9,210,678 $ (571,157 )(f) $ 4,426,716(x) $ 13,066,237
Accounts payable and accrued expenses
due to affiliates.................... 900,363 -- -- 900,363
Deposits............................... 952,415 -- 605,790(y) 1,558,205
Deposits from affiliates............... 316,000 -- -- 316,000
Current portion of long-term debt...... 15,578,362 (14,011,067 )(g) (1,567,295)(z) --
Current portion of capital lease
obligation........................... 387,944 -- -- 387,944
Due to affiliates...................... 2,337,876 (2,337,876 )(g) --(aa) --
------------ ------------ ----------- ------------
Total current liabilities............ 29,683,638 (16,920,100 ) 3,465,211 16,228,749
------------ ------------ ----------- ------------
Payable to affiliate..................... 1,767,985 (1,767,985 )(g) -- --
Payable to minority interest............. 222,052 (222,052 )(g) -- --
Long-term debt........................... 56,120,312 44,323,820 (h) (444,132)(bb) 100,000,000
Capital lease obligation................. 20,340,917 -- -- 20,340,917
Deferred gain............................ -- -- 12,402,259(cc) 12,402,259
------------ ------------ ----------- ------------
78,451,266 42,333,783 11,958,127 132,743,176
------------ ------------ ----------- ------------
Minority interest........................ 7,971,623 (7,971,623 )(i) -- --
Partners' capital and stockholders'
equity:
Partners' capital...................... 24,838,632 (22,932,514 )(j) (1,906,118)(dd) --
Preferred Stock........................ -- -- --
Common Stock........................... -- 192,043 (k) -- 192,043
Additional paid-in capital............. -- 66,676,693 (k) -- 66,676,693
Retained earnings...................... -- 7,212,863 (l) -- 7,212,863
Receivables from affiliates............ (2,374,601) 1,132,457 (m) -- (1,242,144)
Notes receivable from stockholders..... -- (18,575,646 )(n) -- (18,575,646)
------------ ------------ ----------- ------------
Total partners' capital and
stockholders' equity.......... 22,464,031 33,705,896 (1,906,118) 54,263,809
------------ ------------ ----------- ------------
Total liabilities and
equity.................... $138,570,558 $ 51,147,956 $13,517,220 $203,235,734
============ ============ =========== ============
</TABLE>
The accompanying notes are an integral part of these combined financial
statements.
30
<PAGE> 38
WYNDHAM HOTEL CORPORATION
PRO FORMA COMBINED STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1995
----------------------------------------------------------------
PRO FORMA ADJUSTMENTS
-------------------------------
THE COMPANY FORMATION AND THE COMPANY
HISTORICAL FINANCING PLAN GHALP PRO FORMA
----------- -------------- ----------- ------------
<S> <C> <C> <C> <C>
Revenues:
Hotel revenues..................... $54,673,322 $ $56,641,646(j) $111,314,968
Management fees.................... 7,392,515 93,020(a) 7,485,535
Management fees -- affiliates...... 9,528,374 577,145(a) (3,317,170)(k) 6,788,349
Service fees....................... 2,191,816 2,191,816
Service fees -- affiliates......... 1,927,669 (728,758)(l) 1,198,911
Reimbursements..................... 4,377,626 4,377,626
Reimbursements -- affiliates....... 6,458,554 (1,740,429)(m) 4,718,125
Other.............................. 1,339,832 160,000(a) 1,499,832
----------- ----------- ----------- ------------
Total revenues........... 87,889,708 830,165 50,855,289 139,575,162
----------- ----------- ----------- ------------
Operating costs and expenses:
Hotel expenses..................... 36,851,511 48,915,052(n) 85,766,563
Hotel expenses -- affiliates....... 125,556 125,556
Selling, general and administrative
expenses......................... 14,526,732 1,300,000(b) 15,826,732
Selling, general and administrative
expenses -- affiliates........... 473,920 473,920
Equity participation
compensation..................... 3,992,143 3,992,143
Reimbursable expenses.............. 4,377,626 4,377,626
Reimbursable
expenses -- affiliates........... 6,458,554 (1,740,429)(m) 4,718,125
Depreciation and amortization...... 6,310,730 924,298(c) 7,235,028
Other.............................. 147,584 147,584
----------- ----------- ----------- ------------
Total operating costs and
expenses............... 73,264,356 2,224,298 47,174,623 122,663,277
----------- ----------- ----------- ------------
Operating income................... 14,625,352 (1,394,133) 3,680,666 16,911,885
Interest income.................... 344,124 --(d) 344,124
Interest income -- affiliates...... 100,377 100,377
Interest expense................... (8,465,239) (4,578,781)(e) (13,044,020)
Equity in earnings of affiliate's
hotel partnership................ 1,664,187 (1,664,187)(o) --
Foreign currency gain.............. 405,096 (347,131)(f) 57,965
Amortization of deferred gain...... -- 724,776(p) 724,776
----------- ----------- ----------- ------------
Income before minority interests... 8,673,897 (6,320,045) 2,741,255 5,095,107
Income attributable to minority
interests........................ 724,415 (724,415)(g) --
----------- ----------- ----------- ------------
Income before income taxes......... $ 7,949,482 $ (5,595,630) 2,741,255 $ 5,095,107
Provision for income taxes......... -- (2,012,567)(h) (2,012,567)
----------- ----------- ----------- ------------
Net income......................... $ 7,949,482 $ (7,608,197) $ 2,741,255 $ 3,082,540
=========== =========== =========== ============
Pro forma net income per common
share............................ $ .16(i)
============
Pro forma common shares
outstanding...................... 19,204,301(i)
</TABLE>
The accompanying notes are an integral part of these combined financial
statements.
31
<PAGE> 39
WYNDHAM HOTEL CORPORATION
PRO FORMA COMBINED STATEMENTS OF INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31, 1996
----------------------------------------------------------------
PRO FORMA ADJUSTMENTS
-------------------------------
THE COMPANY FORMATION AND THE COMPANY
HISTORICAL FINANCING PLAN GHALP PRO FORMA
----------- -------------- ----------- ------------
<S> <C> <C> <C> <C>
Revenues:
Hotel revenues.................... $16,828,688 $ $16,010,896(j) $ 32,839,584
Management fees................... 2,610,954 8,485(a) 2,619,439
Management fees -- affiliates..... 2,590,628 158,686(a) (924,438)(k) 1,824,876
Service fees...................... 410,370 410,370
Service fees -- affiliates........ 554,283 (223,344)(l) 330,939
Reimbursements.................... 1,626,521 1,626,521
Reimbursements -- affiliates...... 1,955,878 (264,149)(m) 1,691,729
Other............................. 32,724 32,724
----------- ----------- ----------- ------------
Total revenues.......... 26,610,046 167,171 14,598,965 41,376,182
----------- ----------- ----------- ------------
Operating costs and expenses:
Hotel expenses.................... 10,175,947 12,737,737(n) 22,913,684
Hotel expenses -- affiliates...... 31,389 31,389
Selling, general and
administrative expenses......... 4,153,321 325,000(b) 4,478,321
Selling, general and
administrative
expenses -- affiliates.......... 119,902 119,902
Equity participation
compensation.................... -- --
Reimbursable expenses............. 1,626,521 1,626,521
Reimbursable
expenses -- affiliates.......... 1,955,878 (264,149)(m) 1,691,729
Depreciation and amortization..... 1,661,200 241,855(c) 1,903,055
Other............................. 143,995 143,995
----------- ----------- ----------- ------------
Total operating costs
and expenses.......... 19,868,153 566,855 12,473,588 32,908,596
----------- ----------- ----------- ------------
Operating income.................. 6,741,893 (399,684) 2,125,377 8,467,586
Interest income................... 126,036 --(d) 126,036
Interest income -- affiliates..... 178,003 178,003
Interest expense.................. (2,114,357) (1,141,697)(e) (3,256,054)
Equity in earnings of affiliate's
hotel partnership............... 828,853 (828,853)(o) --
Foreign currency gain............. -- --(f)
Amortization of deferred gain..... -- 182,386(p) 182,386
----------- ----------- ----------- ------------
Income before minority
interests....................... 5,760,428 (1,541,381) 1,478,910 5,697,957
Income attributable to minority
interests....................... 593,237 (593,237)(g) --
----------- ----------- ----------- ------------
Income before income taxes........ 5,167,191 (948,144) 1,478,910 5,697,957
Provision for income taxes........ -- (2,250,693)(h) (2,250,693)
----------- ----------- ----------- ------------
Net income........................ $ 5,167,191 $ (3,198,837) $ 1,478,910 $ 3,447,264
=========== =========== =========== ============
Pro forma net income per common
share........................... $ .18(i)
============
Pro forma common shares
outstanding..................... 19,204,301(i)
</TABLE>
The accompanying notes are an integral part of these combined financial
statements.
32
<PAGE> 40
WYNDHAM HOTEL CORPORATION
NOTES TO PRO FORMA COMBINED FINANCIAL STATEMENTS
(UNAUDITED)
BASIS OF PRESENTATION
The pro forma combined balance sheet presents the historical combined
balance sheet before the Formation and Financing Plan, adjusted to reflect the
transactions contemplated in connection with the Formation and Financing Plan
and the transactions relating to GHALP, to arrive at the balance sheet of the
Company on a pro forma basis as of March 31, 1996, as if such transactions had
been effected on that date. The transactions contemplated in connection with the
Formation and Financing Plan have been accounted for as an exchange between
entities under common control and individuals who are considered promoters and,
accordingly, have been accounted for in a manner similar to a pooling of
interests.
The pro forma combined statements of income present the historical combined
operations for the year ended December 31, 1995 and the 1996 First Quarter
before the Formation and Financing Plan, adjusted to reflect the transactions
contemplated in connection with the Formation and Financing Plan and the
transactions relating to GHALP, to arrive at the income statements of the
Company on a pro forma basis for the year ended December 31, 1995 and the 1996
First Quarter, as if such transactions had been effected on January 1, 1995 or
January 1, 1996, respectively.
The unaudited pro forma combined financial statements of the Company are
presented for informational purposes only and may not reflect the Company's
future results of operations and financial position or what the results of
operations and financial position of the Company would have been had such
transactions occurred as of the dates indicated.
TRANSACTIONS RELATING TO GHALP
On May 2, 1996, a 70% partnership interest in GHALP owned by an
unaffiliated third party was acquired by a newly formed partnership owned by
Crow Family Members and Senior Executive Officers. The Company accounted for
this transaction using the purchase method of accounting. Immediately prior to
the acquisition of such partnership interest, GHALP sold two of its hotel
properties, including land, buildings, furnishings and equipment, to an
unaffiliated REIT, and immediately following the acquisition of such partnership
interest, GHALP sold the remainder of its hotel properties to such REIT for an
aggregate purchase price of $135.3 million, $121.7 million of which was paid in
cash at closing (prior to adjustments for closing costs) and $13.6 million of
which was held as retained funds for payment at the end of the leasing
arrangement described below provided no default under the lease has occurred.
Proceeds from the sale were utilized by GHALP to extinguish mortgage
indebtedness of $93.0 million plus accrued interest, and $29.5 million (subject
to adjustment for closing costs) was distributed to the partner acquiring the
70% partnership interest. The hotel properties were leased to a newly formed
limited partnership owned by Crow Family Members and the Senior Executive
Officers under a leasing arrangement qualifying as an operating lease. The
operations of GHALP, which had historically been accounted for under the equity
method, will be presented on a combined basis. Upon being combined, all
intercompany transactions relating to GHALP will be eliminated and the leasehold
interest will be contributed to a special purpose subsidiary of the Company. Pro
forma adjustments related to the GHALP transactions have been set forth in a
separate column under "Pro Forma Adjustments."
33
<PAGE> 41
PRO FORMA ADJUSTMENTS
The pro forma adjustments to the combined balance sheet and combined
statement of income are detailed below:
PRO FORMA COMBINED BALANCE SHEET
FORMATION AND FINANCING PLAN
<TABLE>
<S> <C> <C>
(a) Adjustments to reflect a net increase in cash and cash equivalents:
Proceeds from the issuance of 3,350,000 shares of Common Stock in
the Offering assuming an initial public offering price of
$15.00 per share (See "The Formation and the Financing
Plan -- The Financing
Plan")...................................................... $ 50,250,000(8)
Proceeds from the issuance of $100.0 million of Notes (See "The
Formation and the Financing Plan -- The Financing Plan").... 100,000,000(8)
Issuance of 2,367,890 shares of Common Stock in exchange for the
Bedrock Contribution of $10.0 million under the terms of the
Bedrock Exchange Agreement (See "The Formation and the
Financing
Plan")...................................................... 10,000,000(5)
Change in restricted cash resulting from the removal of
restricted cash requirements under existing loan agreements
which are to be repaid and the addition of the restricted
cash requirements under the terms of the $100.0 million
Revolving Credit Facility................................... 737,349(9)
Payment of estimated fees and expenses relating to issuance of
Common Stock, the Notes and the $100.0 million Revolving
Credit Facility............................................. (13,440,296)(8)
Repayment of existing mortgage indebtedness of hotels acquired in
the Formation (See "The Formation and The Financing
Plan")...................................................... (54,687,247)(9)
Repayment of indebtedness to General Electric under the GE Credit
Agreement, net of the GE Option under which General Electric
has committed to purchase shares of Common Stock at the
initial public offering price (less underwriters' discount
and commissions) for a total purchase price of approximately
$7.5 million (which represents the remaining one-half of the
$15.0 million of indebtedness outstanding at March 31,
1996)....................................................... (7,500,000)(9)
Repayment of existing indebtedness to Crow Family Members
($4,105,861) and unaffiliated partners ($222,052) of hotels
acquired in the Formation................................... (4,327,913)(3)
Payment of accrued interest related to existing indebtedness..... (571,157)(9)
Payments relating to the purchase of partnership interests in six
Wyndham brand hotels from related parties. This has been
accounted for in a manner similar to a dividend and
appropriately reduced partner's equity and additional paid
in capital as shown below in notes (j) and (k).............. (19,421,000)(1)
Payment related to the purchase of the minority partnership
interest in Rose Hall Associates from an unrelated third
party. Rose Hall Associates owns one of the six Wyndham
brand hotels acquired in the Formation...................... (6,073,000)(2)
Purchase of the DAB Notes comprising the outstanding principal
and accrued interest severally owing by the Senior Executive
Officers and WEL to WFLP.................................... (18,575,646)(1)
Payment to CHMC in consideration of the release and discharge of
the Company from its obligation to make payments to CHMC
under the CHMC Agreement.................................... (6,000,000)(4)
-------------
$ 30,391,090
============
(b) Change in restricted cash resulting from the removal of
restricted cash requirements under the existing loan
agreements, which loans are to be repaid.................... $ (302,391)(9)
============
</TABLE>
34
<PAGE> 42
<TABLE>
<S> <C> <C>
(c) Adjustments to reflect deferred income taxes in accordance with
Statement of Financial Accounting Standard 109 ("SFAS 109")
following the transition from a partnership to a corporate status
and the effect of the Formation transactions:
Deferred income taxes -- current................................. $ 1,000,000(7)
============
Deferred income taxes -- long-term............................... $ 16,000,000(7)
============
(d) Adjustment to reflect a reduction in the basis of property and
equipment resulting from the purchase of the minority partnership
interest in Rose Hall Associates from an unrelated third party.
Rose Hall Associates owns one of the six Wyndham brand hotels
acquired in the Formation........................................ $ (1,898,623)(2)
============
(e) Adjustments to reflect a net increase in other assets:
Recording of the estimated unpaid fees and expenses to be
deferred which relate to the issuance of $100.0 million of
Notes and the $100.0 million Revolving Credit Facility...... $ 7,179,975(8)
Write-off of the unamortized portion of deferred loan costs as a
result of the repayment of indebtedness noted in (a)
above....................................................... (787,137)(9)
Change in long term restricted cash resulting from the removal of
restricted cash requirements under the existing loan
agreements, which loans are to be repaid, and the addition
of the restricted cash requirements under the terms of the
$100.0 million Revolving Credit Facility.................... (434,958)(9)
-------------
$ 5,957,880
============
(f) Adjustment to reflect a net decrease in accounts payable and
accrued expenses due to payment of accrued interest related to
indebtedness
repaid........................................................... $ 571,157(9)
============
(g) Adjustments to reflect the repayment of existing indebtedness:
Current portion of long-term debt................................ $ 14,011,067(9)
============
Due to affiliates................................................ $ 2,337,876(3)
============
Payable to affiliate............................................. $ 1,767,985(3)
============
Payable to minority interest..................................... $ 222,052(3)
============
(h) Adjustments to reflect a net increase in long-term debt,
excluding the current portion:
Repayment of existing indebtedness excluding debt relating to
GHALP....................................................... $ 55,676,180(9)
Indebtedness relating to issuance of the Notes................... (100,000,000)(8)
-------------
$ (44,323,820)
============
(i) Acquisition of the 37.5% minority partnership interest in Rose
Hall Associates owned by an unrelated third party. Rose Hall
Associates owns one of the six Wyndham brand hotels acquired in
the Formation.................................................... $ 7,971,623(2)
============
(j) Adjustments to reflect a net decrease in partners' capital
consisting of:
Distribution of notes receivable proceeds........................ $ 1,132,457(6)
Excess of the purchase price over the book value of partnership
interests merged in the Formation (subject to further
adjustment for working capital settlement, which is not
presently determinable). This adjustment is the result of
the Formation being accounted for using the historical cost
of the Assigned Businesses ................................. 21,800,057(l)
-------------
$ 22,932,514
============
</TABLE>
35
<PAGE> 43
<TABLE>
<S> <C> <C>
(k) Adjustments to reflect a net increase in Common Stock and
additional paid-in capital consisting of:
Issuance of 3,350,000 shares of Common Stock in the Offering
assuming an initial public offering price of $15.00 per
share (See "The Formation and the Financing Plan -- The
Financing Plan")............................................ $ (50,250,000)(8)
Issuance of 2,367,890 shares of Common Stock in exchange for the
Bedrock Contribution of $10.0 million under the terms of the
Bedrock Exchange Agreement (See "The Formation and the
Financing
Plan")...................................................... (10,000,000)(5)
Estimated fees and expenses relating to the issuance of shares of
Common Stock in the Offering................................ 6,260,321(8)
Issuance of shares of Common Stock pursuant to exercise of the GE
Option under which General Electric would purchase shares of
Common Stock at the initial public offering price (less
underwriters discount and commissions) for a total purchase
price of approximately $7.5 million (which represents the
remaining one-half of the $15.0 million of indebtedness
outstanding as of March 31, 1996)........................... (7,500,000)(9)
Estimated excess of the book value of partnership interests
merged in the Formation (subject to further adjustment for
working capital settlement, which is not presently
determinable) over the purchase price. This adjustment is
the result of the Formation being accounted for using the
historical cost of the assigned businesses.................. (2,379,057)(1)
Effect of recording deferred income taxes, in accordance with
SFAS 109, arising as a result of the Formation
transactions................................................ (3,000,000)(7)
-------------
$ (66,868,736)
============
Common Stock (19,204,301 shares of Common Stock at par value of
$.01)....................................................... (192,043)
Additional paid-in capital....................................... (66,676,693)
-------------
(66,868,736)
============
(l) Adjustments to reflect a net increase in retained earnings
consisting of:
Write-off of the unamortized portion of deferred loan costs as a
result of the repayment of indebtedness noted in (a)
above....................................................... 787,137(9)
Payment to CHMC in consideration of release and discharge of the
Company from its obligation to make payments to CHMC under
the CHMC Agreement.......................................... 6,000,000(4)
Effect of recording deferred income taxes, in accordance with
SFAS 109, arising as a result of the transition from
partnership to corporate
status...................................................... (14,000,000)(7)
-------------
$ (7,212,863)
============
(m) Adjustment to reflect the collection of affiliated partnerships'
notes
receivable....................................................... $ (1,132,457)(6)
============
(n) Purchase of DAB Notes comprising the outstanding principal and
accrued interest severally owing by the Senior Executive Officers
and WEL to WFLP.................................................. $ 18,575,646(l)
============
</TABLE>
GHALP
<TABLE>
<S> <C> <C>
(o) Adjustments to reflect a net decrease in cash and cash equivalents:
Addition of the cash balances of GHALP as a result of acquiring
70% partnership interest in GHALP from an unrelated third
party....................................................... $ 4,515,845(10)
Net proceeds from sale of the land, buildings, furnishings and
equipment of GHALP to HPT for $135.3 million net of
transaction expenses of $1.6 million and a $13.6 million
security deposit, which will be held as retained funds
pursuant to the HPT sale/leaseback agreement................ 120,081,544(12)
Repayment of existing indebtedness including accrued interest.... (95,567,969)(13)
</TABLE>
36
<PAGE> 44
<TABLE>
<S> <C> <C>
Distribution received by Garden Hotel Partners, L.P., a
predecessor in interest to the Company, prior to the
acquisition of 70% partnership interest in GHALP,
representing its share of GHALP's cash flow distributed in
accordance with the GHALP partnership agreement............. 476,000(10)
Distribution of $29.6 million to Garden Hotel Partners Two, which
was formed to acquire 70% partnership interest in GHALP from
an unrelated third party. The distribution is equivalent to
the purchase price plus expenses paid by Garden Hotel
Partners Two to an unaffiliated third party. The remaining
$.4 million represents a distribution by Garden Hotel
Partners, L.P. to its shareholders.......................... (30,042,666)(14)
Distribution to the GHALP partners of excess working capital
generated by operations..................................... (474,584)(14)
Change in restricted cash resulting from removal of the
restricted cash requirements under existing loan agreements
which were repaid and the addition of restricted cash
requirements under terms of the GHALP Lease, which will
qualify as an operating lease............................... (584,791)(15)
Refund of purchase price deposit required pursuant to purchase of
70% partnership interest in GHALP from an unrelated third
party....................................................... 250,000(10)
Payment in advance of the first month's rent under the GHALP
Lease....................................................... (1,133,333)(16)
-------------
$ (2,479,954)
============
(p) Adjustments to reflect a net increase in restricted cash:
Addition of the restricted cash balances of GHALP as a result of
acquiring 70% partnership interest in GHALP from an
unrelated third party....................................... $ 611,729(10)
Change in restricted cash resulting from removal of the
restricted cash requirements under existing loan agreements
which were repaid and the addition of restricted cash
requirements under terms of the GHALP Lease, which qualifies
as an operating lease....................................... 584,790(15)
-------------
$ 1,196,519
============
(q) Adjustments necessary to record the balances of accounts
receivable and inventories as a result of acquiring 70%
partnership interest in GHALP from an unrelated third party:
Addition of the accounts receivable.............................. $ 2,232,371(10)
============
Addition of the inventories...................................... $ 189,754(10)
============
(r) Adjustments to reflect a net increase in amounts due from
affiliates:
Elimination of amounts due to Wyndham Hotel Company Ltd. from
GHALP as a result of acquiring 70% partnership interest in
GHALP from an unrelated third party......................... $ (117,750)(11)
Addition of the amounts due from affiliates of GHALP as a result
of acquiring 70% partnership interest in GHALP from an
unrelated third party....................................... 270,139(10)
-------------
$ 152,389
============
(s) Adjustments to reflect a net increase in other current assets:
Addition of the other current assets of GHALP as a result of
acquiring 70% partnership interest in GHALP from an
unrelated third party....................................... $ 275,550(10)
Recording of the payment in advance of the first month's rent
under the GHALP Lease....................................... 1,133,333(16)
-------------
$ 1,408,883
============
(t) Adjustment to reflect elimination of the 30% equity investment in
GHALP upon acquisition of the remaining 70% partnership interest
and the combination of 100% of the account balances.............. $ (3,052,355)(10)
============
</TABLE>
37
<PAGE> 45
<TABLE>
<S> <C> <C>
(u) Adjustments to reflect activity in property and equipment, net:
Addition of property and equipment of GHALP as a result of
acquiring 70% partnership interest in GHALP from an
unrelated third party after giving effect to an $18.2 step
up representing the difference between the acquired
partners' equity balance and the purchase price of
approximately $29.5 million................................. $ 121,426,880(10)
Sale of the land, buildings, furnishings and equipment of GHALP
to HPT for $135.3 million net of transaction expenses of
$1.6 million and a $13.6 million security deposit, which
will be held as retained funds pursuant to the HPT
sale/leaseback agreement. A gain of $12.3 million has been
recorded on the transaction, which has been deferred and is
being recognized over the initial term of the GHALP Lease... (121,426,880)(12)
-------------
$ 0
============
(v) Adjustment to reflect the security deposit, which will be held as
retained funds pursuant to the HPT sale/leaseback agreement...... $ 13,600,000(12)
============
(w) Adjustments to reflect a net increase in other assets:
Elimination of advance deposits of GHALP......................... $ (3,000)(11)
Addition of the other assets of GHALP as a result of acquiring
70% partnership interest in GHALP from an unrelated third
party....................................................... 1,330,552(10)
Refund of purchase price deposit required pursuant to agreement
to purchase 70% partnership interest in GHALP from an
unrelated third party....................................... (250,000)(10)
Write off of the unamortized portion of deferred loan costs as a
result of the repayment of indebtedness..................... (807,939)(13)
-------------
$ 269,613
============
(x) Adjustments to reflect a net increase in accounts payable and accrued
liabilities:
Payment of accrued interest relating to indebtedness repaid...... $ 556,542(13)
Addition of the accounts payable and accrued expenses of GHALP as
a result of acquiring 70% partnership interest in GHALP from
an unrelated third party.................................... (4,983,258)(10)
-------------
$ (4,426,716)
============
(y) Adjustments to reflect a net increase in advance deposits:
Addition of the advance deposits of GHALP as a result of
acquiring 70% partnership interest in GHALP from an
unrelated third party....................................... $ (608,790)(10)
Elimination of advance deposits of GHALP......................... 3,000(11)
-------------
$ (605,790)
============
(z) Adjustment to reflect the repayment of existing indebtedness of
Garden Hotel Partners LP which, prior to the Formation, held a
30% partnership interest in GHALP................................ $ 1,567,295(13)
============
(aa) Adjustments to reflect activity in amounts due to affiliates:
Addition of the amounts due to an affiliate of GHALP as a result
of acquiring 70% partnership interest in GHALP from an
unrelated third party....................................... $ (117,750)(10)
Elimination of amounts due from GHALP to Wyndham Hotel Company,
Ltd. as a result of acquiring 70% partnership interest in
GHALP from an unaffiliated third party...................... 117,750(11)
-------------
$ 0
============
</TABLE>
38
<PAGE> 46
<TABLE>
<S> <C> <C>
(bb) Adjustments to reflect activity relating to long-term debt:
Addition of long-term debt of GHALP as a result of acquiring 70%
partnership interest in GHALP from an unrelated third
party....................................................... $ (93,000,000)(10)
Adjustments to reflect the repayment of long-term indebtedness
(net of current portion) of Garden Hotel Partners LP which,
prior to the Formation, held a 30% partnership interest in
GHALP....................................................... 444,132(13)
Repayment of existing mortgage indebtedness...................... 93,000,000(13)
-------------
$ 444,132
============
(cc) Adjustments to record deferred gain:
Deferred gain resulting from sale of the land, buildings,
furnishings and equipment of GHALP to HPT for $135.3 million
net of transaction expenses of $1.6 million and a $13.6
million security deposit which will be held as retained
funds for payment pursuant to the HPT sale/leaseback
agreement. The gain is being recognized over the initial
term of the GHALP Lease..................................... $ (12,254,664)(12)
Increase in the deferred gain of GHALP as a result of acquiring
70% partnership interest in GHALP from an unrelated third
party....................................................... (147,595)(11)
-------------
$ (12,402,259)
============
(dd) Adjustment to reflect a net decrease in partners' capital
consisting of:
Recording the purchase of 70% partnership interest in GHALP from
an unrelated third party.................................... $ (29,566,666)(10)
Write-off of the unamortized portion of deferred loan costs as a
result of the repayment of indebtedness noted in (bb)
above....................................................... 807,939(13)
Distribution of $29.6 million to Garden Hotel Partners Two, which
was formed to acquire 70% partnership interest in GHALP from
an unrelated third party. The distribution is equivalent to
the purchase price plus expenses paid by Garden Hotel
Partners Two to an unaffiliated third party. The remaining
$.4 million represents a distribution by Garden Hotel
Partners, L.P. to its shareholders.......................... 30,042,666(14)
Distribution to the GHALP partners of excess working capital
generated by operations..................................... 474,584(14)
Adjustment of the deferred gain as a result of acquiring 70%
partnership interest in GHALP from an unrelated third
party....................................................... 147,595(11)
-------------
$ 1,906,118
============
</TABLE>
The detail supporting the pro forma balance sheet as of March 31, 1996
reflect sixteen self-balancing entries which are identified in (1) through (16)
below and reflect the following:
(1) Record cash received by Crow Family Members for interests in Assigned
Businesses and purchase of promissory notes (DAB Notes).
(2) Record purchase of minority partnership interest from an unrelated third
party and adjustment of the basis of assets.
(3) Record repayment of indebtedness to affiliated and unaffiliated partners.
(4) Record cash received by Crow Family Members in consideration for release
and discharge from payment obligations under the CHMC Agreement.
(5) Record the Bedrock Contribution.
(6) Record receipt of payment of notes receivable and distribution in the same
amount.
(7) Record deferred income taxes in accordance with SFAS 109 following the
Formation.
(8) Record financing obtained through debt and equity Offerings.
(9) Record repayment of indebtedness to unaffiliated third parties.
(10) Record combination of GHALP upon acquisition of 70% interest from an
unrelated third party and cash distributed to Garden Hotel Partners, L.P.
prior to the acquisition.
(11) Record eliminating entries resulting from combination of GHALP.
(12) Record sale of land, buildings, furniture and equipment as part of GHALP
sale/leaseback transaction.
(13) Record repayment of indebtedness and write-off of related deferred loan
costs.
(14) Record distribution to partners as a result of the GHALP transaction.
(15) Record change in restricted cash under terms of the GHALP lease agreement
as compared to the restricted cash requirements of the existing GHALP loan
agreements.
(16) Record payment in advance of first month's rent under the GHALP lease
agreement.
39
<PAGE> 47
PRO FORMA COMBINED STATEMENTS OF INCOME
FORMATION AND FINANCING PLAN
<TABLE>
<CAPTION>
YEAR ENDED THREE MONTHS
DECEMBER 31, ENDED MARCH 31,
1995 1996
------------ ---------------
<S> <C> <C> <C>
(a) Adjustment to reflect an increase in management fee revenues
and other income due to the release and discharge of the
Company from its obligation to make payments to CHMC under
the CHMC Agreement, which payments have historically been
offset against management fee revenues from the management
agreements to which they relate:
Unaffiliated -- Management Fees............................. $ 93,020 $ 8,485
Unaffiliated -- other....................................... 160,000 --
Affiliated -- Management Fees............................... 577,145 158,686
------------ ---------------
Total....................................................... $ 830,165 $ 167,171
=========== ============
(b) Adjustment to reflect an increase in selling, general and
administrative expenses related to managing and
administering a publicly held company....................... $ 1,300,000 $ 325,000
=========== ============
(c) Adjustments to reflect a net increase in depreciation and
amortization expense:
Amortization of loan costs relating to the Notes and the
$100.0 million Revolving Credit Facility............... $ 1,272,020 $ 318,005
Elimination of amortization of deferred loan costs upon
repayment of existing indebtedness..................... (250,289) (50,993)
Depreciation expense reduction resulting from purchase of
the 37.5% minority partnership interest in Rose Hall
Associates from an unrelated third party. Rose Hall
Associates owns one of the six Wyndham brand hotels
acquired in the Formation.............................. (97,433) (25,157)
------------ ---------------
$ 924,298 $ 241,855
=========== ============
(d) The pro forma combined statements do not include any
estimated interest earned on $27.9 million cash and cash
equivalents arising from proceeds of the Offering,
representing the estimated pro forma cash balance. At a
simple interest rate of 5%, annual interest earned would be
approximately $1,395,000.
(e) Pro Forma interest expense consists of the following:
Interest expense on the Notes............................... $ 10,375,000 $ 2,593,750
Interest expense on the hotel property accounted for as a
capital lease.......................................... 2,109,515 522,428
Interest expense on affiliated borrowings................... 84,505 21,126
Commitment fee of .375% per annum on the unused portion of
the $100.0 million Revolving Credit Facility and
administration fee..................................... 475,000 118,750
------------ ---------------
Total Company Pro Forma interest expense.................... $ 13,044,020 $ 3,256,054
=========== ============
Adjustments to reflect a net increase in interest expense
consisting of:
Pro Forma interest expense set forth immediately above...... $(13,044,020) $(3,256,054)
Less historical interest expense, which is replaced by the
Notes and the $100.0 million Revolving Credit
Facility............................................... 8,465,239 2,114,357
------------ ---------------
$ (4,578,781) $(1,141,697)
=========== ============
</TABLE>
40
<PAGE> 48
<TABLE>
<CAPTION>
YEAR ENDED THREE MONTHS
DECEMBER 31, ENDED MARCH 31,
1995 1996
------------ ---------------
<S> <C> <C> <C>
Pro forma interest on the Notes is calculated using an
assumed rate of 10 3/8%. This assumed rate is based upon the
current market rate for comparable debt securities of
hospitality companies. Bank fees are calculated based on an
assumed administration fee and an assumed .375% fee charged
on the unused portion of the $100.0 million Revolving Credit
Facility.
(f) Adjustment to reflect a reduction of the foreign currency
gain as a result of the repayment of foreign indebtedness to
which the foreign currency gain is attributable............. $ (347,131) $ --
=========== ============
(g) Adjustment to eliminate 100% of the reduction in earnings
attributable to a 37.5% minority interest in a resort hotel
as a result of the purchase of that minority partnership
interest from an unaffiliated third party................... $ (724,415) $ (593,237)
=========== ============
(h) Adjustment to record the income tax expense associated with
operating as a corporation using an effective income tax
rate of 39.5%. The pro forma consolidated statements of
income for the year ended December 31, 1995 and the 1996
First Quarter, does not include the initial recording of
estimated deferred income tax benefits of $14,000,000
associated with the change in tax status. This amount will
be recorded by the Company subsequent to the closing of the
Offering.................................................... $ (2,012,567) $(2,250,693)
=========== ============
(i) Pro forma net income per share is based on 19,204,301 shares
of Common Stock outstanding after the Offering, which
assumes an estimated $15.0 million outstanding indebtedness
under the GE Credit Agreement at the time of consummation of
the Offering and therefore the issuance of an estimated
537,634 shares of Common Stock upon the exercise of the GE
Option. See "Principal Stockholders."
Supplemental pro forma earnings per share would have been
$.11 for the year ended December 31, 1995 and $.13 per share
for the three months ended March 31, 1996, giving effect
only to (i) the application of the net proceeds from the
Offerings to the repayment of indebtedness and (ii) pro
forma provision for income taxes based on the assumed
effective tax rate of 39.5%.
GHALP
(j) Adjustment to reflect the addition of revenue from 11 hotels
upon combination of GHALP as a result of acquisition of 70%
partnership interest in GHALP from an unrelated third
party....................................................... $ 56,641,646 $16,010,896
=========== ============
(k) Adjustments to reflect elimination of management fees earned
by the Company from the 11 GHALP hotels upon combination as
a result of acquisition of 70% partnership interest in GHALP
from an unrelated third party............................... $ (3,317,170) $ (924,438)
=========== ============
(l) Adjustment to reflect elimination of service fees earned by
the Company from the 11 GHALP hotels upon combination as a
result of acquisition of 70% partnership interest in GHALP
from an unrelated third party............................... $ (728,758) $ (223,344)
=========== ============
</TABLE>
41
<PAGE> 49
<TABLE>
<CAPTION>
YEAR ENDED THREE MONTHS
DECEMBER 31, ENDED MARCH 31,
1995 1996
------------ ---------------
<S> <C> <C> <C>
(m) Adjustment to reflect elimination of reimbursements between
the 11 GHALP hotels and the Company as a result of
acquisition of 70% partnership interest in GHALP from an
unrelated third party:
Reimbursements include but are not limited to reimbursements
for services provided, such as accounting, legal, tax,
finance and national sales and marketing fund.
Elimination of reimbursement income......................... $ (1,740,429) $ (264,149)
=========== ============
Elimination of reimbursement expense........................ $ (1,740,429) $ (264,149)
=========== ============
(n) Adjustments to reflect net increase in hotel expenses from
the 11 hotels upon combination of GHALP as a result of
acquisition of 70% partnership interest in GHALP from an
unrelated third party
Addition of the hotel expenses upon combination of GHALP,
consisting of the following expenses as of December 31,
1995 and March 31, 1996, respectively: Departmental
operating expenses of $19.6 million and $5.3 million;
undistributed operating expenses of $13.7 million and
$3.4 million; management fees of $3.3 million and
approximately $924,000; rent, taxes and insurance
expenses of $2.6 million and approximately $666,000;
and lease expenses of $13.6 million and $3.4 million... $ 52,825,729 $13,737,924
Elimination of management and service fee expenses of GHALP,
net of deferred gain on sale of GHALP Properties of
$135,251 and $147,595 at December 31, 1995 and March
31, 1996, respectively................................. (3,910,677) (1,000,187)
------------ ---------------
$ 48,915,052 $12,737,737
=========== ============
(o) Adjustment to reflect elimination of 30% equity interest in
earnings of GHALP as a result of acquisition of 70%
partnership interest in GHALP from an unrelated third party,
which resulted in the combination of GHALP.................. $ (1,664,187) $ (828,853)
=========== ============
(p) Adjustment to reflect amortization of the deferred gain
recognized from the GHALP sale/leaseback transaction. The
deferred gain is being recognized over the initial term of
the GHALP Lease............................................. $ 724,766 $ 182,386
=========== ============
</TABLE>
42
<PAGE> 50
SELECTED COMBINED FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE DATA)
The following table sets forth selected combined financial data of Wyndham
Hotel Corporation. The selected combined statement of operations data of the
Company for the fiscal years ended December 31, 1991 and 1992 and the selected
combined balance sheet data as of December 31, 1991, 1992 and 1993 are derived
from the Company's unaudited Combined Financial Statements. The selected
combined statement of operations data of the Company for the fiscal years ended
December 31, 1993, 1994 and 1995 and the selected combined balance sheet data as
of December 31, 1994 and 1995 are derived from the Company's audited Combined
Financial Statements included elsewhere in this Prospectus. The selected
combined statement of operations data of the Company presented for the three
months ended March 31, 1995 and 1996 have been derived from unaudited combined
financial statements and, in the opinion of the Company, reflect all adjustments
(which include only normal recurring adjustments) necessary to present fairly
the information set
forth therein. The interim results are not necessarily indicative of the
operating results for a full year. The pro forma combined statement of
operations data and balance sheet data set forth below, as of and for the year
ended December 31, 1995 and as of and for the three months ended March 31, 1996
are unaudited and are derived from pro forma financial data included elsewhere
in the Prospectus.
The selected combined financial data set forth below should be read in
conjunction with, and are qualified in their entirety by, the Combined Financial
Statements and related Notes, Pro Forma Combined Financial Data, Management's
Discussion and Analysis of Financial Condition and Results of Operations and
other financial information included elsewhere in this Prospectus.
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, THREE MONTHS ENDED MARCH 31,
----------------------------------------------------------------- -------------------------------
PRO FORMA PRO FORMA
1991 1992 1993 1994 1995 1995(1) 1995 1996 1996(1)
-------- -------- -------- -------- -------- ---------- -------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PORTFOLIO HOTEL
REVENUES(2)............ $269,557 $315,151 $345,733 $394,949 $534,204 $ 534,204 $106,610 $158,619 $158,619
======== ======== ======== ======== ======== ======== ======== ======== ========
STATEMENT OF OPERATIONS
DATA:
Revenues:
Hotel Revenues....... $ 34,859 $ 41,604 $ 43,921 $ 51,799 $ 54,673 $ 111,315 $ 15,359 $ 16,829 $ 32,840
Management fees...... 8,472 10,130 10,731 13,302 16,921 14,274 3,404 5,202 4,444
Service fees......... 784 782 2,127 2,904 4,120 3,391 707 964 741
Reimbursements....... 3,650 4,130 4,164 8,004 10,836 9,095 2,357 3,582 3,318
Other income......... 253 156 334 257 1,340 1,500 92 33 33
-------- -------- -------- -------- -------- -------- -------- -------- --------
Total Company
Revenues....... 48,018 56,802 61,277 76,266 87,890 139,575 21,919 26,610 41,376
Operating costs and
expenses............. 42,988 48,383 54,183 63,929 73,264 122,663 16,942 19,868 32,908
Operating income....... 5,030 7,419 7,094 12,337 14,626 16,912 4,977 6,742 8,468
Interest expense,
net.................. (8,449) (7,831) (7,075) (7,526) (8,021) (12,600 ) (2,045) (1,810) (2,952 )
Income (loss) before
income taxes......... (2,049) 163 1,654 6,265 7,949 5,095 3,018 5,167 5,698
Pro forma income
taxes(3)............. -- -- -- -- -- (2,013 ) -- -- (2,251 )
Net income (loss)...... (2,049) 163 1,654 6,265 7,949 3,082 3,018 5,167 3,447
Pro forma income tax
adjustment(4)........ $ (3,140) (1,192) (2,041)
Historical net income
as adjusted for pro
forma
income tax........... 4,809 1,826 3,126
Historical net income
as adjusted per
common share(5)...... .30 .12 .20
Common shares
outstanding prior to
the Offerings(5)..... 15,854 15,854 15,854
Pro forma net income
per common
share(6)............. .16 .18
Pro forma common shares
outstanding(6)....... 19,204 19,204
</TABLE>
43
<PAGE> 51
<TABLE>
<CAPTION>
AS OF DECEMBER 31, AS OF MARCH 31,
----------------------------------------------------------------- -------------------------------
PRO FORMA PRO FORMA
1991 1992 1993 1994 1995 1995(1) 1995 1996 1996(1)
-------- -------- -------- -------- -------- ---------- -------- -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Cash and cash
equivalents.......... $ 3,086 $ 682 $ 827 $ 3,619 $ 4,160 $ 30,968 $ 5,371 $ 6,084 $ 33,996
Total assets........... 113,426 108,647 113,465 113,276 133,403 196,499 125,289 138,571 203,236
Long-term obligations,
including current
portion.............. 90,881 87,064 88,410 84,161 90,978 120,783 82,433 92,428 120,729
Total partners' capital
and stockholders'
equity
(deficit)............ (9,075) (7,303) (1,488) 1,716 17,557 47,889 17,247 22,464 54,264
</TABLE>
- ---------------
(1) Reflects the Formation, the Financing Plan and other adjustments described
under "Pro Forma Combined Financial Data" (assuming an initial public
offering price of $15.00 per share).
(2) Represents revenues of hotels owned, leased or managed by the Company, as
distinguished from Total Company Revenues.
(3) For the years 1993 through 1995 and the 1996 First Quarter, Wyndham made no
provision for income taxes because the combined Company was a combination of
partnerships, S corporations and a nontaxable Bermuda corporation that are
not subject to U.S. federal income taxes. The provision for income taxes to
arrive at pro forma net income assumes a combined federal and state
effective income tax rate of 39.5% computed as follows:
<TABLE>
<S> <C>
Federal income tax rate.................................................... 35.0%
Weighted average state income tax rate (net of federal benefit)............ 4.5%
-----
39.5%
=====
</TABLE>
(4) Pro forma income tax adjustment represents a pro forma provision for income
taxes based on the assumed effective tax rate of 39.5%.
(5) Historical net income as adjusted per common share is based on historical
net income as adjusted for pro forma income tax divided by the number of
shares that would have been outstanding if the Company had been a
corporation prior to the Offering.
(6) Pro forma net income per share is based on 19,204,301 shares of Common
Stock outstanding after the Offering, which assumes an estimated $15.0
million outstanding indebtedness under the GE Credit Agreement at the time
of the consummation of the Offering, and therefore the issuance of an
estimated 537,634 shares of Common Stock upon the exercise of the GE
Option. See "Principal Stockholders."
Supplemental pro forma earnings per share would have been $.11 for the year
ended December 31, 1995, and $.13 for the 1996 First Quarter, giving effect
only to (i) the application of the net proceeds from the Offerings to the
repayment of indebtedness and (ii) pro forma provision for income taxes
based on the assumed effective tax rate of 39.5%.
44
<PAGE> 52
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
The following discussion and analysis addresses the Company's results of
operations on a pro forma combined basis for the year ended December 31, 1995
and the three months ended March 31, 1996, and on an historical combined basis
for the years ended December 31, 1993, 1994 and 1995 and the three months ended
March 31, 1995 and 1996. The following should be read in conjunction with the
Company's pro forma combined financial statements, historical combined financial
statements and the summary and selected combined financial and other information
located elsewhere in this Prospectus.
The Company's revenues are derived from the following primary sources:
(1) The Company's hotel revenues are generated from the hotels owned
or leased by the Company during the periods presented and reflect revenues
from room rentals, food and beverage sales and other sources, including
telephone, guest services, meeting room rentals, gift shops and other
amenities.
(2) The Company derives management fees from the hotels it manages.
These fees are comprised of base and incentive management fees, as well as
trade name fees. Base management fees are typically calculated based upon a
specified percentage of gross revenues from hotel operations, and incentive
management fees are usually calculated based upon a specified percentage of
the hotel's operating profit or the amount by which the hotel's operating
profit exceeds specified performance targets. Trade name fees are typically
calculated based upon a specified percentage of gross room revenues for
hotels operated under the Wyndham brand name. See "Business -- Management
Contracts" for further information relating to the foregoing fees.
(3) The Company generates service fee revenues from hotels that it
manages or franchises. Service fee revenues include fees derived from
accounting, design, construction and purchasing services, as well as
technical assistance provided to managed or franchised Portfolio hotels. As
a substantial portion of the fees derived from the provision of design,
construction and initial purchasing services are generated in connection
with hotel construction and renovation activities, the amount of these fees
varies depending upon the level of the Company's external growth
activities, including new hotel management contracts and construction
projects.
(4) The Company derives reimbursement revenues from hotels that it
manages or franchises. These revenues are intended primarily to match
corresponding expenses and serve to reimburse the Company for the expenses
associated with providing advertising and promotion (through the Company's
Marketing Fund), sales and marketing, centralized reservations and other
services.
The Company's total revenues grew at a compound annual rate of 19.8% from
1993 through 1995, from $61.3 million to $87.9 million. The Company's revenue
growth is attributable to both the improving financial performance of the
existing hotels in its Portfolio, as well as the addition of new hotels to its
Portfolio. During this period, the occupancy rates for Comparable Hotels (hotels
that have been operated by the Company since January 1, 1993) improved from year
to year (67%, 70% and 72% in 1993, 1994 and 1995, respectively), while the ADR
for Comparable Hotels also increased ($76.39, $80.16 and $84.38 for the same
periods). These improvements led to year to year improvements in REVPAR for the
Comparable Hotels of 9.3% and 8.7% in 1994 and 1995, respectively. The Company's
revenue growth continued in the 1996 First Quarter, as revenues increased 21.4%
over revenues generated in the 1995 First Quarter, from $21.9 million to $26.6
million. Occupancy rates declined while ADR for Comparable Hotels improved
during the 1996 First Quarter to 72% and $95.92, respectively, from 73% and
$87.89 in the 1995 First Quarter. This performance led to a period over period
improvement of 7.6% in REVPAR. For presentation of certain operating and
financial data for the Company's entire Portfolio, see "Prospectus
Summary -- Summary Combined Financial and Other Data."
Of the $26.6 million increase in the Company's total revenues from 1993 to
1995, 40.4% is attributable to increases in hotel revenues from the Company's
owned and leased hotels and 59.6% is attributable to managed
45
<PAGE> 53
hotels within the Company's Portfolio. Revenues derived from managed hotels not
only include management fees, but also service fees and reimbursement revenues
paid to the Company.
The Company's operating strengths have also yielded consistently strong
financial results. As a result of continued improvement in the generation of
revenues in the Company's existing Portfolio of hotels, and the Company's
emphasis upon tight control of operating expenses, the gross operating profit
margins for the Company's Comparable Hotels were 32%, 34% and 36% in 1993, 1994
and 1995, respectively, and for both the 1995 First Quarter and the 1996 First
Quarter were 37%. Gross operating profit per available room for Comparable
Hotels during 1993, 1994 and 1995 was $9,612, $11,417 and $12,547, respectively.
In addition, the average food and beverage margins for the Comparable Hotels
during 1993, 1994 and 1995 were 29%, 31% and 31%, respectively, and were 30% and
28% in the 1995 First Quarter and 1996 First Quarter, respectively. For
presentation of certain operating and financial data for the Company's entire
Portfolio, see "Summary Prospectus -- Summary Combined Financial and Other
Data."
The Company effectively held a 30% investment in GHALP during the periods
presented below. Historically, the results of operations of the GHALP Properties
have been accounted for using the equity method. Consequently, the results of
the GHALP Properties are not included in combined historical hotel revenues and
hotel expenses. As a result of the acquisition of a 70% partnership interest in
GHALP from an unrelated third party and the sale/leaseback transaction, the
results of the GHALP Properties are combined into hotel revenue and hotel
expenses in the 1995 and 1996 First Quarter pro forma financial data. See
"-- Pro Forma Results of Operations" and "Pro Forma Combined Financial Data."
The Company maintains an equity participation plan, named Wyndham Employees
Ltd. ("WEL"), which is designed to enable eligible Company employees to invest
in certain of the Portfolio hotels managed by the Company (together with the Old
Management Company, certain other Assigned Businesses being transferred to the
Company in the Formation, and certain affiliated companies, the "WEL
Properties"). The number of WEL Properties has grown with the continuing
expansion of the number of Portfolio hotels managed by the Company. As of April
15, 1996, 97 Wyndham employees had an interest in WEL. The Senior Executive
Officers may on one or more occasions direct that an eligible Company employee
receive an interest in WEL, which interest initially has no value. From time to
time, the value of WEL's interests in the WEL Properties is revalued, which
results in the revaluation of the interest of each participant in WEL. The
increase in value obtained by each participant in WEL by virtue of this
revaluation process is treated by the Company as compensation expense in a
manner similar to the expense associated with a formula unit incentive plan. The
Company recognized equity participation compensation expenses derived from WEL
of $1.5 million, $1.4 million and $2.7 million in 1993, 1994, 1995,
respectively, and of approximately $677,000 and zero in the 1995 First Quarter
and 1996 First Quarter, respectively. The WEL plan document governing the rights
of the various participants in WEL was amended effective February 13, 1996 to
provide for a modified method of valuing WEL's investments to reflect the fact
that WEL's interests in certain of the WEL Properties will be exchanged for
642,588 shares of the Company's Common Stock as part of the Formation
(representing 3.5% of the Company's outstanding shares of Common Stock
immediately following consummation of the Offering). The Company expects that it
will recognize during the period in which the Offering is consummated
compensation expense due to the revaluation of WEL's ownership interest in the
Company's Common Stock. Assuming an initial public offering price of $15.00 per
share, the Company expects that it will recognize compensation expense relating
to WEL in the approximate amount of $283,000. The Company estimates that it will
recognize an approximate increase of $643,000 in such compensation expense for
each $1.00 higher initial public offering price (or a correspondingly lower
amount in the event of a lower initial public offering price). Increases in the
price per share of the Company's Common Stock in the public market subsequent to
this Offering would have the effect of increasing the amount of this component
of the Company's compensation expense, which could adversely affect the
Company's results of operations. See "Management -- Wyndham Employees Ltd.
Equity Participation Plan" and "Principal Stockholders."
In addition, certain Senior Executive Officers own limited partner
interests in Old Management Company and several affiliates of the Old Management
Company. These limited partner interests were purchased by these Senior
Executive Officers for amounts equal to the fair market value of such interests.
The Senior Executive Officers borrowed the funds used to purchase such limited
partner interests from an affiliate
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<PAGE> 54
and pledged their limited partner interests to secure such loans. The Senior
Executive Officers' shares of the distributable cash of the limited partnerships
is used to repay such affiliate loans. For financial reporting purposes, the net
appreciation in the Senior Executive Officers' limited partner interest results
in compensation expense to the Company. The Company has recognized compensation
expense due to the Senior Executive Officers' equity participation of $1.2
million, $1.4 million and $1.3 million for the years ended December 31, 1993,
1994, 1995, respectively, and of approximately $321,000 and zero in the 1995
First Quarter and 1996 First Quarter, respectively. Assuming an initial public
offering price of $15.00 per share, the Company expects that it will recognize
during the period in which the Offering is consummated compensation expense due
to the Senior Executive Officer's equity participation of $1.4 million. The
Company estimates that it will recognize an approximate increase of $755,000 in
such compensation expense for each $1.00 higher initial public offering price
(or a corresponding lower amount in the event of a lower initial public offering
price). As a result of the Offering, this component of compensation expense will
be fixed at the initial public offering price; therefore, no such compensation
expense will be incurred for periods subsequent to the Offering.
The Company's predecessors in interest have operated the Assigned
Businesses through a combination of partnerships, S corporations and a
nontaxable Bermuda corporation that are not subject to U.S. federal income
taxes. As a result, the following discussion of the Company's combined
historical results of operations does not include a discussion of income tax
expense, and the Company's net income results are presented on a pre-tax basis.
The Company will become fully subject to state and federal income taxes upon
consummation of the transactions comprising the Formation. See Note 2 of Notes
to Combined Financial Statements.
PRO FORMA RESULTS OF OPERATIONS
Overview
The following discussion and analysis addresses the Company's combined
results of operations for the year ended December 31, 1995 and the three months
ended March 31, 1996 on a pro forma and an historical basis. The pro forma data
reflect the inclusion of the results of the GHALP Properties because the
Company's interests in the GHALP Properties changed from a minority equity
investment to a leasehold interest. The inclusion of all of the revenues and
expenses of the GHALP Properties in the Company's results of operations has the
effect of increasing operating income, but decreasing operating margins. Pro
forma interest expense also increases as a result of increased indebtedness, but
no return on the investment of the proceeds of such
indebtedness is reflected. Finally, pro forma results reflect a provision for
income taxes.
Pro Forma 1996 First Quarter Compared to Historical 1996 First Quarter
Pro forma total revenues increased by 55.5%, or $14.8 million, to $41.4
million in 1996 from $26.6 million in historical 1996. Pro forma hotel revenues
increased by 95.1%, or $16.0 million, to $32.8 million in 1996 from $16.8
million in historical 1996, reflecting the combination of the results of GHALP
Properties, because the Company's interests in the GHALP Properties changed from
an equity investment to a leasehold interest.
Pro forma revenues from management fees decreased by 14.6%, or
approximately $757,000, to $4.4 million in 1996 from $5.2 million in historical
1996. Of this decrease, approximately $924,000 resulted from the elimination of
management fees earned from the GHALP Properties as a result of the
consolidation of the results of operations of the GHALP Properties. This
decrease is offset by the reduction of approximately $167,000 in management
contract costs related to the buyout of the CHMC Agreement.
Pro forma revenues from service fees decreased by 23.2%, or approximately
$223,000, to approximately $741,000 in 1996 from approximately $965,000 in
historical 1996, reflecting the elimination of service fees earned from the
GHALP Properties as a result of the consolidation of the results of operations
of the GHALP Properties.
Pro forma reimbursable revenues decreased by 7.3%, or approximately
$264,000, to $3.3 million in 1996 from $3.6 million in historical 1996,
reflecting the elimination of reimbursable revenues earned from the GHALP
Properties as a result of the consolidation of the results of operations of the
GHALP Properties.
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<PAGE> 55
Pro forma hotel expenses increased by 124.5%, or $12.7 million, to $22.9
million in 1996 from $10.2 million in historical 1996, reflecting the additional
hotel expenses from the GHALP Properties as a result of the consolidation of the
results of operations of the GHALP Properties.
Pro forma selling, general and administrative ("SG&A") expenses increased
by 7.6%, or approximately $325,000 million, to $4.6 million in 1996 from $4.3
million in historical 1996, reflecting the additional cost of managing and
administering a publicly held company.
Pro forma reimbursable expenses decreased by 7.3%, or approximately
$264,000, to $3.3 million in 1996 from $3.6 million in historical 1996,
reflecting the elimination of reimbursable expenses from the GHALP Properties as
a result of the consolidation of the results of operations of the GHALP
Properties.
Pro forma depreciation and amortization expense increased by 14.6%, or
approximately $242,000, to $1.9 million in 1996 from $1.7 million in historical
1996, primarily reflecting the additional amortization of approximately $318,000
from loan costs relating to the Notes and the Revolving Credit Facility less
approximately $51,000 in amortization costs from the retired debt.
As a result of the changes noted above, pro forma operating income
increased by 25.6%, or $1.7 million, to $8.5 million in 1996 from $6.7 million
in historical 1996.
Pro forma interest expense increased by 5.0%, or $1.1 million, to $3.3
million in 1996 from $2.1 million in historical 1996, reflecting the additional
interest from the Notes, capital leases, affiliated borrowings and bank fees
less interest expense from the retired debt. Pro forma interest on the Notes is
calculated using an assumed rate of 10.375%. This assumed rate is based upon the
current market for comparable debt securities of hospitality companies. Bank
fees are calculated based on an assumed administrative fee and an assumed .375%
fee charged on the unused portion of the $100.0 million Revolving Credit
Facility.
Pro forma equity in earnings of affiliate's hotel partnership of
approximately $828,000 was eliminated upon the consolidation of the results of
operations of the GHALP Properties.
Pro forma amortization of deferred gain totalling approximately $182,000 is
the result of a $12.3 million deferred gain as a result of the GHALP
sale/leaseback transaction. This gain is being amortized over the initial 17
year lease term.
Income attributable to minority interest is eliminated in the pro forma
statement as a result of the acquisition of the minority interest as part of the
Formation.
The pro forma provision for income taxes of $2.3 million is the result of
operating as a corporation subject to taxation using an effective tax rate of
39.5%.
As a result of the changes noted above, pro forma net income decreased
33.3%, or $1.7 million, to $3.4 million in 1996 from $5.2 million in historical
1996.
Pro Forma 1995 Compared to Historical 1995
Pro forma total revenues increased by 58.8%, or $51.7 million, to $139.6
million in 1995 from $87.9 million in historical 1995. Pro forma hotel revenues
increased by 103.6%, or $56.6 million, to $111.3 million in 1995 from $54.7
million in historical 1995, reflecting the combination of the results of GHALP
Properties, because the Company's interests in the GHALP Properties changed from
an equity investment to a leasehold interest.
Pro forma revenues from management fees decreased by 15.6%, or $2.6
million, to $14.3 million in 1995 from $16.9 million in historical 1995. Of this
decrease, $3.3 million results from the elimination of management fees earned
from the GHALP Properties as a result of the consolidation of the results of
operations of the GHALP Properties. This decrease is offset by the reduction of
approximately $670,000 in management contract costs related to the buyout of the
CHMC Agreement.
Pro forma revenues from service fees decreased by 17.7%, or approximately
$729,000, to $3.4 million in 1995 from $4.1 million in historical 1995,
reflecting the elimination of service fees earned from the GHALP Properties as a
result of the consolidation of the results of operations of the GHALP
Properties.
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<PAGE> 56
Pro forma reimbursable revenues decreased by 16.1%, or $1.7 million, to
$9.1 million in 1995 from $10.8 million in historical 1995, reflecting the
elimination of reimbursable revenues earned from the GHALP Properties as a
result of the consolidation of the results of operations of the GHALP
Properties.
Pro forma other income increased by 12.0%, or approximately $160,000, to
$1.5 million in 1995 from $1.3 million in historical 1995, reflecting the
elimination of CHMC management contract costs relating to a contract termination
fee.
Pro forma hotel expenses increased by 132.3%, or $48.9 million, to $85.9
million in 1995 from $37.0 million in historical 1995, reflecting the additional
hotel expenses from the GHALP Properties as a result of the consolidation of the
results of operations of the GHALP Properties.
Pro forma SG&A expenses increased by 8.7%, or $1.3 million, to $16.3
million in 1995 from $15.0 million in historical 1995, reflecting the additional
cost of managing and administering a publicly held company.
Pro forma reimbursable expenses decreased by 16.1%, or $1.7 million, to
$9.1 million in 1995 from $10.8 million in historical 1995, reflecting the
elimination of reimbursable expenses from the GHALP Properties as a result of
the consolidation of the results of operations of the GHALP Properties.
Pro forma depreciation and amortization expense increased by 14.6%, or
approximately $924,000, to $7.2 million in 1995 from $6.3 million in historical
1995, primarily reflecting the additional amortization of $1.2 million from loan
costs relating to the Notes and the Revolving Credit Facility less $250,000 in
amortization costs from the retired debt.
As a result of the changes noted above, pro forma operating income
increased by 15.6%, or $2.3 million, to $16.9 million in 1995 from $14.6 million
in historical 1995.
Pro forma interest expense increased by 54.1%, or $4.6 million, to $13.0
million in 1995 from $8.5 million in historical 1995, reflecting the additional
interest from the Notes, capital leases, affiliated borrowings and bank fees
less interest expense from the retired debt. Pro forma interest on the Notes is
calculated using an assumed rate of 10.375%. This assumed rate is based upon the
current market for comparable debt securities of hospitality companies. Bank
fees are calculated based on an assumed administrative fee and an assumed .375%
fee charged on the unused portion of the $100.0 million Revolving Credit
Facility.
Pro forma equity in earnings of affiliate's hotel partnership of $1.7
million was eliminated upon the consolidation of the results of operations of
the GHALP Properties.
Pro forma foreign currency gain decreased by 85.7%, or approximately
$347,000, to approximately $58,000 in 1995 from approximately $405,000 in
historical 1995, reflecting the repayment of indebtedness denominated in foreign
currency as a result of the Formation and Financing Plan.
Pro forma amortization of deferred gain totalling approximately $725,000 is
the result of a $12.3 million deferred gain as a result of the GHALP
sale/leaseback transaction. This gain is being amortized over the initial 17
year lease term.
Income attributable to minority interest is eliminated in the pro forma
statement as a result of the acquisition of the minority interest as part of the
Formation.
The pro forma provision for income taxes of $2.0 million is the result of
operating as a corporation subject to taxation using an effective tax rate of
39.5%.
As a result of the changes noted above, pro forma net income decreased
61.2%, or $4.8 million, to $3.1 million in 1995 from $7.9 million in historical
1995.
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<PAGE> 57
HISTORICAL RESULTS OF OPERATIONS
The following table sets forth certain financial data expressed as a
percentage of total revenues and certain other data for each of the periods
presented.
<TABLE>
<CAPTION>
THREE MONTHS
ENDED
YEAR ENDED DECEMBER 31, MARCH 31,
----------------------- --------------
1993 1994 1995 1995 1996
----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C>
Revenues:
Hotel revenues............................... 71.7% 67.9% 62.2% 70.1% 63.2%
Management fees.............................. 17.5 17.5 19.3 15.5 19.5
Service fees................................. 3.5 3.8 4.7 3.2 3.6
Reimbursement revenues....................... 6.8 10.5 12.3 10.8 13.5
Other........................................ 0.5 0.3 1.5 0.4 0.1
----- ----- -----
Total revenues....................... 100.0 100.0 100.0 100.0 100.0
----- ----- -----
Operating costs & expenses:
Hotel expenses............................... 51.8 47.9 42.0 42.0 38.4
Selling, general and administrative
expense................................... 16.2 14.0 17.1 13.3 16.1
Equity participation compensation............ 4.4 3.7 4.5 4.6 0.0
Reimbursable expense......................... 6.8 10.5 12.3 10.8 13.5
Depreciation and amortization................ 8.6 7.5 7.2 6.7 6.2
Other........................................ 0.6 0.2 0.2 (0.0) 0.5
----- ----- -----
Total operating costs and expenses... 88.4 83.8 83.3 77.3 74.7
----- ----- -----
Operating income............................... 11.6 16.2 16.7 22.7 25.3
----- ----- -----
Interest expense, net.......................... (11.5) (9.8) (9.1) (9.3) (6.8)
Equity in earnings of affiliate's hotel
partnership.................................. 1.3 1.6 1.9 2.5 3.1
Foreign currency gain.......................... 1.0 0.5 0.4 0.2 0.0
----- ----- -----
Income before minority interests............... 2.4 8.5 9.9 16.1 21.6
Income (loss) attributable to minority
interests.................................... (0.3) 0.3 0.9 2.3 2.2
----- ----- -----
Net income........................... 2.7% 8.2% 9.0% 13.8% 19.4%
===== ===== =====
</TABLE>
1996 First Quarter Compared to 1995 First Quarter
Total revenues increased by 21.4%, or $4.7 million, to $26.6 million in
1996 from $22.0 million in 1995. Hotel revenues increased by 9.6%, or $1.5
million, to $16.8 million in 1996 from $15.4 million in 1995. Approximately
63.9% of this increase in hotel revenues was due to an approximately $935,000
increase in existing hotel room rental revenues, while 27.8% of the increase was
due to an approximately $407,000 increase in existing hotel food and beverage
revenues. The increase in hotel room rental revenue is due to a 11% increase in
ADR offset by a 2% decrease in occupancy percentage.
Revenues from management fees increased by 52.8%, or $1.8 million, to $5.2
million in 1996 from $3.4 million in 1995. Approximately 88.2% of this increase
resulted from 17 new managed hotels added between March 31, 1995 and March 31,
1996, while 2.7% of the increase resulted from increases in base management fees
and trade name fees and 9.1% of the increase resulted from increases in
incentive management fees derived from existing managed hotels.
Revenues from service fees increased by 36.5%, or approximately $258,000,
to approximately $965,000 in 1996 from approximately $707,000 in 1995. Design
fees relating to the conversion of hotels to Wyndham brand hotels accounted for
45.4% of the increase, while 52.8% of the increase was derived from new central
accounting fees resulting from Portfolio hotels added between March 31, 1995 and
March 31, 1996. The balance of the increase reflected increased service fees
from existing hotels.
Reimbursable revenues increased by 52.0%, or $1.2 million, to $3.6 million
in 1996 from $2.4 million in 1995. Of this increase, 24.7% resulted from
increased payments to the Company's Marketing Fund from both new and existing
Portfolio hotels, while 36.6% of the increase resulted from fees generated from
room sales booked by the Company's National Sales Offices.
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<PAGE> 58
Hotel expenses increased by 10.9%, or approximately $1.0 million, to $10.2
million in 1996 from $9.2 million in 1995. This increase reflects a 10.1%
increase in room expenses and a 10.4% increase in food and beverage expenses.
Hotel expenses were relatively flat as a percentage of hotel revenues at 60.7%
in 1996 versus 59.9% in 1995. The operating profit margin on hotels owned or
leased by the Company remained relatively flat at 39.3% in 1996 from 40.1% in
1995.
SG&A expenses increased 46.3%, or $1.4 million, to $4.3 million in 1996
from $2.9 million in 1995. As a percentage of total revenues, SG&A expenses
increased to 16.1% in 1996 from 13.3% in 1995. Of the $1.4 million increase in
SG&A expenses, 52.9% of the increase, or approximately $714,000, is due to
increased wages, contract labor and benefit costs arising from the addition of
corporate management and staff personnel in anticipation of the Company's need
to manage and provide services to the substantially larger number of hotels it
anticipates operating as it executes its growth strategy. In addition, 6.9% of
the increase, or approximately $94,000, is due to the establishment of a
provision for bad debt expense for management fees on an unaffiliated hotel, and
5.2% of the increase, or approximately $71,000, is due to increased processing
costs associated with the accounts payable and payroll departments as a result
of the increase in management contracts.
Equity participation compensation expenses decreased by 100%, or
approximately $998,000, to zero in 1996 from approximately $998,000 in 1995.
This decrease is due to the application of the Company's current method of
valuing WEL's and the Senior Executive Officers' investments in the Old
Management Company and affiliates. The Company expects that it will recognize
significant equity participation compensation expense during the period in which
the Offering is consummated. See "-- Overview."
Reimbursable expenses grew by 52.0%, or $1.2 million, to $3.6 million in
1996 from $2.4 million in 1995. As a percentage of total revenues, reimbursable
expenses constituted 13.5% of total revenues in 1996, compared with 10.8% in
1995. These increases were primarily due to increased advertising and
promotional expense, as well as costs associated with expanding the Company's
national sales staff to support both individual business and group sales.
Depreciation and amortization expense increased by 13.0%, or approximately
$192,000, to $1.7 million in 1996 from $1.5 million in 1995 due to the net
acquisition of approximately $562,000 in property and equipment and the addition
of amortization of the Bedrock Options. See Note 13 of Notes to Combined
Financial Statements.
Interest expense, net, decreased by 12.9%, or approximately $234,000, to
$1.8 million in 1996 from $2.0 million in 1995. Interest expense, net, as a
percentage of total revenues decreased to 6.8% in 1996 from 9.3% in 1995,
reflecting relatively static interest expense while the Company's revenues grew
over this period.
Earnings from the Company's equity investment in GHALP grew by 49.0%, or
approximately $273,000, to approximately $829,000 in 1996 from approximately
$556,000 in 1995, reflecting improvements in the operating performance of the
GHALP Properties.
As a result of the changes noted above, net income (exclusive of income
taxes) increased by 71.2%, or $2.2 million, to $5.2 million in 1996 from $3.0
million in 1995. Interim results are not necessarily indicative of operating
results for a full year, and there can be no assurance that the Company will
achieve operating results during the balance of 1996 that are comparable to its
1996 First Quarter operating results.
1995 Compared to 1994
Total revenues increased by 15.2%, or $11.6 million, to $87.9 million in
1995 from $76.3 million in 1994. Hotel revenues increased by 5.6%, or $2.9
million, to $54.7 million in 1995 from $51.8 million in 1994. Approximately 69%
of this increase in hotel revenues was due to a $2.0 million increase in
existing hotel room rental revenues, while 35% of the increase was due to a $1.0
million increase in existing hotel food and beverage revenues, which increases
were offset by minor decreases in other hotel revenue categories. The increase
in hotel room rental revenue is due to a 1% increase in ADR and a 3% increase in
occupancy percentage.
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<PAGE> 59
Revenues from management fees increased by 26%, or $3.5 million, to $16.8
million in 1995 from $13.3 million in 1994. Approximately 64% of this increase
resulted from the addition of 14 new managed hotels in 1995, while 20% of the
increase resulted from increases in base management fees and trade name fees and
16% of the increase resulted from increases in incentive management fees derived
from existing managed hotels.
Revenues from service fees increased by 41.8%, or $1.2 million, to $4.1
million in 1995 from $2.9 million in 1994. Design fees relating to the
conversion of hotels to Wyndham brand hotels accounted for 31% of the increase,
while 29% of the increase was derived from new central accounting fees resulting
from Portfolio hotels added in 1995. The balance of the increase reflected
increased service fees from existing hotels.
Reimbursable revenues increased by 35.4%, or $2.8 million, to $10.8 million
in 1995 from $8.0 million in 1994. Of this increase, 39% resulted from increased
payments to the Company's Marketing Fund from both new and existing Portfolio
hotels, while 29% of the increase resulted from fees generated from room sales
booked by the Company's National Sales Offices.
During 1995, the Company received $1.0 million for a terminated management
agreement that is included in other income. This termination occurred as a
result of a third party owner terminating the Company's management agreement due
to the third party owner's affiliation with another hotel management company.
This termination fee is offset by a payment of approximately $160,000 relating
to the CHMC Agreement. The remaining approximately $500,000 of other income was
derived from franchise fees and miscellaneous income sources.
Hotel expenses increased by 1.1%, or approximately $401,000, to $37.0
million in 1995 from $36.6 million in 1994. This increase reflects a 9% increase
in room expenses and a 3.7% increase in food and beverage expenses. These
increased expenses were offset by a drop in other hotel expenses. Hotel expenses
decreased as a percentage of hotel revenues to 67.6% in 1995 from 70.6% in 1994,
primarily as a result of operating leverage and increased operating
efficiencies. The operating profit margin on hotels owned or leased by the
Company improved to 32.4% in 1995 from 29.4% in 1994, due primarily to increases
in hotel occupancy rates and inflation (partially offset by a decrease in rental
income at one hotel).
SG&A expenses increased 40.9%, or $4.4 million, to $15.0 million in 1995
from $10.6 million in 1994. As a percentage of total revenues, SG&A expenses
increased to 17.1% in 1995 from 14.0% in 1994. Of the $4.4 million increase in
SG&A expenses, 64% of the increase, or $2.8 million, is due to increased wages,
contract labor and benefit costs arising from the addition of corporate
management and staff personnel in anticipation of the Company's need to manage
and provide services to the substantially larger number of hotels it anticipates
operating as it executes its growth strategy. In addition, 10% of the increase,
or approximately $426,000, is due to costs associated with improved management
information systems support and 8% of the increase, or approximately $356,000,
is due to development costs incurred in connection with possible acquisitions of
management contracts.
Equity participation compensation expenses increased by 42.5%, or $1.2
million, to $4.0 million in 1995 from $2.8 million in 1994. This increase
reflects the improved operating performance of the Company and affiliated
entities and the consequent increased valuation of WEL's and the Senior
Executive Officers' investments in the Old Management Company and affiliates.
Reimbursable expenses grew by 35.4%, or $2.8 million, to $10.8 million in
1995 from $8.0 million in 1994. As a percentage of total revenues, reimbursable
expenses constituted 12.3% of total revenues in 1995, compared with 10.5% in
1994. These increases were primarily due to increased advertising and
promotional expense, as well as costs associated with expanding the Company's
national sales staff to support both individual business and group sales.
Depreciation and amortization expense increased by 10.0%, or approximately
$576,000, to $6.3 million in 1995 from $5.7 million in 1994 due to the net
acquisition of $3.3 million in property and equipment and the addition of
amortization of the Bedrock Options. See Note 13 of Notes to Combined Financial
Statements.
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<PAGE> 60
Interest expense, net, increased by 6.6%, or approximately $495,000, to
$8.0 million in 1995 from $7.5 million in 1994. Interest expense, net, as a
percentage of total revenues decreased to 9.1% in 1995 from 9.8% in 1994,
reflecting relatively static interest expense while the Company's revenues grew
over this period.
Earnings from the Company's equity investment in GHALP grew by 34.6%, or
approximately $427,000, to $1.7 million in 1995 from $1.2 million in 1994,
reflecting improvements in the operating performance of the GHALP Properties.
As a result of the changes noted above, net income (exclusive of income
taxes) increased by 26.9%, or $1.7 million, to $7.9 million in 1995 from $6.3
million in 1994.
1994 Compared to 1993
Total revenues increased by 24.5%, or $15.0 million, to $76.3 million in
1994 from $61.3 million in 1993. Of this increase, hotel revenue generated by
the hotels owned or leased by the Company increased by 17.9%, or $7.9 million,
to $51.8 million in 1994 from $43.9 million in 1993. Approximately 42% of this
increase in hotel revenues resulted from an increase of $3.3 million in existing
hotel room rental revenues, while 30% of the increase resulted from an increase
of $2.4 million in existing hotel food and beverage revenues. The increase in
hotel room rental revenue is due to a 5% increase in ADR and a 5% increase in
occupancy percentage. The remaining portion of the increase is primarily
attributable to the effects of a full year of operations generated by the
Wyndham Garden Hotel in Schaumburg, Illinois, which the Company acquired in May
1993.
Revenues from management fees increased by 24%, or $2.6 million, to $13.3
million in 1994 from $10.7 million in 1993. Of this increase, 33% is
attributable to fees earned from 11 new management contracts executed in 1994,
32% is from increases in base management and trade name fees and 35% is from
increases in management incentive fees derived from existing managed hotels.
Service fee revenues increased by 36.5%, or approximately $777,000, to $2.9
million in 1994 from $2.1 million in 1993, due primarily to increased central
accounting fees and higher revenues derived from the provision of purchasing
services.
Reimbursement revenues increased by 92.2%, or $3.8 million, to $8.0 million
in 1994 from $4.2 million in 1993. The Company established a Marketing Fund in
January 1994 to which all Portfolio hotels pay a percentage of room revenues.
Payments to the new Marketing Fund accounted for approximately 87% of the
increase in reimbursement revenues.
Hotel expenses increased by 15.2%, or $4.8 million, to $36.6 million in
1994 from $31.7 million in 1993. Approximately 24% of the increase is
attributable to the effect of operating the Wyndham Garden Hotel in Schaumburg,
Illinois during all of 1994, and the balance is due to normal increases in hotel
operating expenses arising from increased hotel revenues (the most important
components of which were an increase in room expense of 11% and an increase in
food and beverage expense of 16%, which represented 12% and 31% of the total
increase in hotel expenses, respectively). Hotel expenses as a percentage of
hotel revenues decreased to 70.6% in 1994 from 72.3% in 1993, primarily as a
result of operating leverage and increased operating efficiencies.
SG&A expenses increased by 7.4%, or approximately $732,000, to $10.6
million in 1994 from $9.9 million in 1993. This increase in SG&A expenses is
primarily attributable to an increase of approximately $872,000 in corporate
staffing and office expenses, partially offset by the non-recurrence in 1994 of
various 1993 expenses (approximately $250,000 established for a then pending
lawsuit, approximately $156,000 for a terminated employee and the remainder
relating to the reclassification of certain expenses). SG&A expenses as a
percentage of total revenues decreased to 14.0% in 1994 compared to 16.2% in
1993, as the growth in total revenues more than offset increased SG&A expenses.
Equity participation compensation expenses increased by 5.0%, or
approximately $93,000, to $2.8 million in 1994 from $2.7 million in 1993. This
increase reflects the improved operating performance of the Company
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<PAGE> 61
and affiliated entities and the consequent increased valuation of WEL's and the
Senior Executive Officers' investments in the Old Management Company and
affiliates.
Reimbursable expenses increased by 92.2%, or $3.8 million, to $8.0 million
in 1994 from $4.2 million in 1993. Approximately 87% of this increase is due to
increased advertising and promotional expenses associated with the operation of
the Company's Marketing Fund, which was established in January 1994.
Depreciation and amortization expense increased by 8.8%, or approximately
$466,000, due to the effect of a full year of ownership in 1994 of the Wyndham
Garden Hotel in Schaumburg, Illinois and increased amortization of management
contract costs.
Interest expense, net, increased by 6.4%, or approximately $451,000, to
$7.5 million in 1994 from $7.1 million in 1993 primarily as a result of
increases in interest rates.
Earnings from the equity investment in GHALP increased by 59.1%, or
approximately $459,000, to $1.2 million in 1994 from approximately $777,000 in
1993 due to increased gross operating profits from the GHALP Properties.
As a result of the changes noted above, net income (exclusive of income
taxes) increased by 278.8%, or $4.6 million, to $6.3 million in 1994 from $1.7
million in 1993.
LIQUIDITY AND CAPITAL RESOURCES
The Company's principal capital and liquidity needs include cash to finance
operations, capital requirements relating to ongoing hotel maintenance and
improvements at the Company's owned and leased hotels, capital requirements
associated with the Company's entry into new management contracts and
improvements to the related hotel properties, hotel acquisition financing and
the repayment of indebtedness.
The Company has historically satisfied its capital and liquidity needs
through cash generated by operations, mortgage indebtedness and debt financing
obtained under the $20.0 million revolving credit facility provided for in the
GE Credit Agreement. See "Principal Stockholders" for further information
relating to the GE Option provided for under the GE Credit Agreement. During the
year ended December 31, 1995, the Company generated cash from operations of
$16.2 million as compared to $15.1 million in 1994. The Company used cash in
investing activities of $21.3 million in 1995 as compared to approximately
$616,000 in 1994. This increased usage is primarily the result of $14.5 million
used in connection with obtaining management agreements where the Company was
required to make loans or payments to the related hotel owners and an additional
$2.6 million reserved for the purpose of funding a loan to a hotel owner. The
Company generated cash from financing activities of $5.7 million in 1995
compared with cash used in financing activities of $11.7 million in 1994. This
increase in cash provided by financing activities was generated primarily
through the GE Credit Agreement ($12.5 million was outstanding as of December
31, 1995) and net contributions from partners ($3.9 million). This source of
cash flow from financing activities was partially offset by a distribution to a
withdrawing partner totalling $2.6 million and the repayment of $6.7 million in
long term debt. In the 1996 First Quarter, the Company generated cash from
operations of $4.7 million. Additional funds were generated from a $2.5 million
advance under the GE Credit Agreement. The Company used $1.3 million for a
deposit relating to the purchase of the Vinings Wyndham Garden Hotel and
approximately $650,000 for Offering expenses. This increase in cash was
partially offset by the repayment of $1.0 million of indebtedness.
Following consummation of the Offering the Company intends to retain any
future earnings for use in its business and does not intend to declare any cash
dividends in the foreseeable future. See "Dividend Policy." The Company
therefore anticipates that any cash provided by operations in the foreseeable
future will be available to fund the Company's liquidity and capital needs.
The Company estimates that it will receive net proceeds from the Offerings
in the aggregate amount of $139.5 million. These proceeds will be used to fund
the cash payments associated with the Formation in the approximate total amount
of $53.9 million, to repay certain mortgage and other indebtedness in the
approximate total amount of $65.0 million assumed in connection with the
Formation (including repayment of the estimated $7.5 million indebtedness of the
estimated $15.0 million indebtedness outstanding under the
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<PAGE> 62
GE Credit Agreement and repayment in full of approximately $12.5 million
mortgage indebtedness that is expected to mature shortly prior to the
consummation of the Offerings), to pay approximately $5.0 million of fees and
expenses incurred in connection with the GHALP transactions and consummating the
elements of the Financing Plan other than the Offerings, to fund the cash
portion of the estimated acquisition cost of the Vinings Wyndham Garden Hotel in
the amount of $3.2 million (including estimated closing costs of $395,000) and
to fund certain improvements to the Wyndham Rose Hall Resort in the approximate
amount of $4.0 million. The Company estimates that remaining net proceeds from
the Offerings and the Bedrock Contribution of approximately $18.4 million will
remain after such proceeds are applied to the foregoing uses. See "The Formation
and the Financing Plan" and "Use of Proceeds." The Company's remaining material
capital commitments, after satisfying the commitments described above, are
estimated to be $6.6 million. Such capital will be used for normal renovation
and refurbishment of the Company's owned and leased hotels, and will be funded
from cash generated from operations.
The $100.0 million of Notes to be issued in connection with the Debt
Offering will mature on , 2006, are unsecured obligations of the
Company and are guaranteed by each of the Company's subsidiaries (except for a
number of insignificant subsidiaries). The Notes bear interest at % per annum,
and such interest will be payable semi-annually in arrears. Except in the event
of a Change of Control, there will be no principal due on the Notes prior to
final maturity.
The Indenture relating to the Notes contains certain covenants restricting
the Company's ability to incur indebtedness and otherwise limiting the Company's
activities. The ability of the Company and its Restricted Subsidiaries (as
defined in the Indenture) to incur indebtedness is limited by the Indenture
unless the Company would, after giving effect to such incurrence, have a
Consolidated Fixed Charge Coverage Ratio (as defined in the Indenture) greater
than 1.75:1 with respect to any incurrence prior to , 1997, or 2:1
with respect to any incurrence on or after , 1997, provided that
the Company and any Restricted Subsidiary will be permitted to incur (A)
indebtedness of up to $150 million under the Revolving Credit Facility or any
replacement facility, (B) indebtedness owed to the Company or a Restricted
Subsidiary, (C) refinancings of indebtedness permitted by clauses (B), (D), (F),
(H) and (I) hereof, (D) indebtedness under (x) performance or similar bonds
provided in the ordinary course of business, (y) currency or interest rate
protection agreements or (z) indemnity or purchase price adjustment obligations
entered into in connection with asset dispositions, which obligations do not
exceed the proceeds of the related disposition, (E) indebtedness under letters
of credit and bankers' acceptances issued in the ordinary course of business,
(F) acquired indebtedness if, after giving effect to such incurrence, the
Company could incur at least $1.00 of additional indebtedness (other than
pursuant to clauses (A) through (J) hereof), (G) indebtedness of up to $3
million incurred in connection with certain retirements for value of Company
securities held by employees or former employees, (H) guarantees of indebtedness
of the Company or a Restricted Subsidiary, (I) indebtedness incurred in
connection with the acquisition of the Vinings Wyndham Garden Hotel and (J)
other indebtedness of up to $25 million. The Indenture also contains covenants
limiting (A) the ability of the Company and its Restricted Subsidiaries to pay
dividends on or repurchase any capital stock (including the Common Stock) not
held by the Company or a wholly-owned Restricted Subsidiary that is a guarantor
of the Notes, (B) limiting the ability of the Company and its Restricted
Subsidiaries to voluntarily prepay or repay any indebtedness that is not senior
in right of payment to the Notes and (C) limiting the ability of the Company to
incur indebtedness that is senior in right of payment to the Notes but junior in
right of payment to the Company's senior indebtedness. For a description of
additional covenants contained in the Indenture relating to the Notes, see
"Description of Indebtedness -- Notes."
The Company has received a commitment letter from Bankers Trust pursuant to
which Bankers Trust has agreed, subject to certain conditions, to provide the
Revolving Credit Facility. The Revolving Credit Facility provides for up to
$100.0 million of revolving loan borrowings. While the Company does not expect
that it will draw any amounts under the Revolving Credit Facility at the closing
thereof, it is anticipated that approximately $49.4 million aggregate principal
amount will initially be available for borrowings. Availability under the
Revolving Credit Facility will be subject, among other things, to a borrowing
base test calculated with reference to the cash flow from the hotel properties
and management contracts pledged to secure the obligations of the Company under
the Revolving Credit Facility, the location of certain of such properties, the
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<PAGE> 63
terms of such management contracts, the relative contribution to the borrowing
base of the different values attributed to such properties and the values
attributable to both the properties taken as a whole and the management
contracts taken as a whole and other factors. Under the terms of the Revolving
Credit Facility, no further borrowings will be made available to the Company
following the third anniversary of the closing of the Revolving Credit Facility.
The Revolving Credit Facility will mature four years from its closing date.
Bankers Trust may, subject to certain limitations, assign, syndicate,
participate, place or sell its interest under the Revolving Credit Agreement to
other institutional lenders.
The Revolving Credit Facility may be used for (a) the acquisition,
renovation, management and operation of certain hotel properties, (b) the
provision of equity and debt investments in joint ventures to acquire, renovate
and manage certain hotel properties, (c) equity and debt investments in and
credit support for owners of certain hotel properties managed by the Company and
its subsidiaries which are made in connection with the acquisition, extension,
renewal or modification of management agreements and (d) other corporate
purposes of the Company. The Revolving Credit Facility will bear interest at a
rate equal to, at the election of the Company, (a) the Bankers Trust base rate
plus one percent (1.0%) per annum, or (b) one-, two-, three- or six-month LIBOR
plus two percent (2.0%) per annum, payable monthly in arrears; provided however,
subject to the Company's satisfaction of certain conditions, the aforementioned
interest rates will be subject to a reduction of 0.25% per annum. The Company
will pay customary fees in connection with structuring the Revolving Credit
Facility and will also pay Bankers Trust an unused commitment fee equal to
0.375% per annum of the unused portion of the Revolving Credit Facility, payable
quarterly in arrears. Under certain circumstances, the Company may be required
to obtain interest rate protection. The Company is permitted to use up to $15.0
million of the amount available under the Revolving Credit Facility for the
issuance of letters of credit, which will be subject to a fee of 2.0% per annum
on the maximum amount which may be drawn under each letter of credit.
The Revolving Credit Facility will contain covenants requiring the Company
to maintain certain financial ratios. The primary effect of these covenants will
be to limit the Company's ability to obtain or maintain borrowings under the
Revolving Credit Facility, as well as to limit the Company's activities in a
number of other respects. Among the covenants to be contained in the Revolving
Credit Facility, will be covenants requiring the Company to maintain a minimum
net worth of $42.0 million and to maintain the following financial ratios:
(a) the market value of the outstanding capital stock of the Company
shall not be less than 50% of the market value of such stock on the date of
the closing of the Revolving Credit Facility, unless there shall have
occurred a corresponding decrease in the market value of the capital stock
of a selected group of comparable companies;
(b) Total Consolidated Indebtedness (as defined in the Revolving
Credit Facility) and imputed indebtedness attributable to the Company's
ground lease obligations ("Imputed Debt") entered into following the
closing of the Revolving Credit Facility shall not exceed the lesser of (i)
the Adjusted Stockholders' Equity (as defined in the Revolving Credit
Facility) or (ii) 50% of Total Consolidated Indebtedness plus Imputed Debt
plus the market value of the outstanding capital stock of the Company,
unless the failure to meet the ratio with respect to clause (ii) is
attributable to a decrease in the market value of the capital stock of a
selected group of comparable companies of more than 50% since the date of
the closing of the Revolving Credit Facility;
(c) an annually increasing ratio of Consolidated EBITDA (as defined in
the Revolving Credit Facility) plus total lease payments under permitted
sale-leaseback transactions (the "Lease Payments") to Consolidated Fixed
Charges (as defined in the Revolving Credit Facility) plus the greater of
the Lease Payments or an interest factor on the Imputed Debt;
(d) an annually increasing ratio of Consolidated EBITDA minus capital
expenses incurred plus Lease Payments to Consolidated Fixed Charges plus
Lease Payments and an interest factor on the Imputed Debt;
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(e) an annually decreasing ratio of Total Consolidated Indebtedness
plus Imputed Debt to Consolidated EBITDA plus the Lease Payments; and
(f) an annually decreasing ratio of Total Consolidated Indebtedness
plus Imputed Debt to Consolidated EBITDA minus capital expenses incurred
plus Lease Payments.
The Revolving Credit Facility will also contain covenants that (a) impose
certain limitations on the right of the Company in respect of (i) the payment of
dividends and other distributions, (ii) the making of investments in, guaranties
for the benefit of or payments to subsidiaries, persons owning or leasing hotels
managed by the Company or otherwise, (iii) acquisitions of additional hotel
properties, (iv) the creation or incurrence of liens, (v) the incurrence of
indebtedness, lease obligations or contingent liabilities, (vi) the issuance of
preferred stock and (vii) sale leaseback transactions involving any of its hotel
properties, (b) require the Company to maintain a capital reserve account of
3.5% of the gross revenues for each of the hotels owned or leased by it (the
GHALP Lease will require the Company to make deposits into a capital reserve
account in amounts equal to 5% of the gross revenues for each of the GHALP
Properties and the Harbour Island Lease will require the Company to allocate
amounts equal to 4% of the gross revenues of the Harbour Island Property for
replacement and repair of furniture, fixtures, equipment and other improvements
relating to such property), (c) require the Company to make certain expenditures
in connection with deferred maintenance and (d) require the Company to undertake
certain capital expenditures for the renovation of one hotel property (the
Wyndham Rose Hall Resort) and possibly other hotel properties. See "Description
of Indebtedness -- Revolving Credit Facility" for a description of additional
covenants imposed in connection with the Revolving Credit Facility.
While the Company expects to enter into the Revolving Credit Agreement
contemporaneously with or shortly following the consummation of the Offering,
there can be no assurance that the Company will be successful in entering into
the Revolving Credit Agreement and, if so, on what terms. The Revolving Credit
Facility would be an important source of capital to fund the Company's future
growth strategy and, if the Company is not able to agree with the prospective
lender on the terms of the Revolving Credit Agreement, it would need to seek
other sources of financing to help fund its future growth strategy. See
"Description of Indebtedness -- Revolving Credit Facility."
In connection with the Company's acquisition of the Vinings Wyndham Garden
Hotel, which is anticipated to be consummated shortly following the Offering,
the Company will assume industrial revenue bond indebtedness in the amount of
$9.7 million with interest payments to be based upon a rate of 7.625% per annum.
Such industrial bond indebtedness is currently in default and has been
accelerated by the bondholders, as the credit enhancer for such indebtedness is
operating under court supervised rehabilitation. As a condition to the Company's
purchase of the hotel, the trustee for the bondholders will execute a
forebearance agreement pursuant to which it will agree not to exercise any
remedies under the documents relating to the indebtedness for a period of 15
months (which period is estimated to end in August 1997). Notwithstanding the
terms of the forebearance agreement, the Company is required under the terms of
the contract of sale to refinance the industrial revenue bond indebtedness
within nine months of the date of acquisition of the hotel. The Company may need
to obtain approval from the lenders under the Revolving Credit Facility in
connection with such refinancing. There can be no assurance as to the Company's
ability or the terms upon which it can refinance the industrial revenue bond
indebtedness. The Company has paid into escrow $1.3 million, which amount would
be forfeited in certain circumstances if the Company is unable to purchase the
Vinings Wyndham Garden Hotel.
The Company believes that cash generated by operations will be sufficient
to fund the Company's operating strategy for the foreseeable future, and that
any remaining cash generated by operations, together with the Bedrock
Contribution, capital available under the Revolving Credit Facility (subject to
the terms and covenants to be included therein) and the remaining proceeds from
the Offerings will be adequate to fund the Company's growth strategy in the near
term. The Company may seek an increase in the capital available to it under the
Revolving Credit Facility or otherwise obtain additional debt or equity
financing, depending upon the amount of capital required to pursue future growth
opportunities or address other needs. No assurance can
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be given that the amount available under the Revolving Credit Facility will be
increased, or such additional financing will be available, on acceptable terms,
if at all.
SEASONALITY
The lodging industry is affected by normally recurring seasonal patterns.
Demand in the lodging industry is traditionally higher in the second and third
calendar quarters than in the first and fourth calendar quarters. However,
higher demand at most Wyndham Resorts during the first and fourth quarters and
the recognition of incentive fees in the fourth quarter offsets the impact of
reduced demand at other Wyndham brand hotels during these quarters. See "Risk
Factors -- Quarterly Fluctuations in Operating Results."
INFLATION
The effect of inflation, as measured by fluctuations in the Consumer Price
Index, has not had a material impact on the Company's revenues or net income
during the periods under review.
BUSINESS
Wyndham Hotel Corporation is a leading national hotel company operating
upscale hotels primarily under the Wyndham brand name. Wyndham hotels are
located in 22 states and the District of Columbia as well as on 4 Caribbean
islands, and compete with national hotel chains such as Marriott, Hyatt and
Hilton. The Company offers three distinct full service hotel products under the
Wyndham brand designed to serve its core upscale customers in urban, suburban
and select resort markets. The Company's hotel Portfolio consists of 65 hotels
operated by the Company and 3 franchised hotels. In 1995, the Company generated
$139.6 million in revenues and $17.2 million in operating income on a pro forma
basis after giving effect to the Formation of the Company described elsewhere in
this Prospectus.
Wyndham has a proven track record of consistent growth. The Company has
increased the size of its Portfolio in each year since 1988. Over the last two
calendar years, Wyndham grew its brand at a faster rate than any other upscale
hotel company, as measured by the number of branded rooms added, growing from
10,660 Wyndham hotel rooms at December 31, 1993 to 16,391 at December 31, 1995.
This represents a compound annual growth rate in branded hotel rooms of 24%.
This growth was achieved through a combination of hotel management contracts,
"like new" renovations of acquired hotels, other acquisitions, new construction
and franchising. The Company's business plan emphasizes continued pursuit of its
diverse growth strategy.
THE LODGING INDUSTRY
The lodging industry as a whole has shown significant improvement in recent
years. According to Coopers & Lybrand Hospitality Directions, 1995 marked the
lodging industry's third consecutive year of profitability. Such report
estimates that the lodging industry earned pre-tax profits of $7.6 billion in
1995, which is an increase of 38% over the amount of pre-tax profit earned
during 1994.
The key elements underlying the industry's strong operating performance are
increased overall economic activity, which has resulted in growth in demand for
hotel rooms, coupled with growth in new room supply that has been consistently
lower than the growth in demand. The percentage growth in room demand exceeded
the percentage growth of new room supply by 2.0%, 1.6%, 2.7% and 1.4% in 1992,
1993, 1994 and 1995, respectively. Coopers & Lybrand Hospitality Directions
estimates that the percentage growth in demand will exceed the percentage growth
in supply by .7% and .5% in 1996 and 1997, respectively. Demand historically has
been sensitive to shifts in economic activity, which has resulted in cyclical
sales and occupancy rates. See "Risk Factors -- Risks Associated with the
Lodging Industry."
While no assurance can be given as to future conditions in the lodging
industry, the Company believes the industry outlook is positive in the near term
based on its expectation that the percentage growth in room demand will continue
to exceed the percentage growth in room supply.
The excess of demand growth over supply growth has given the lodging
industry a significant and increasing degree of "pricing power," which describes
a hotel's ability to increase ADR without affecting
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occupancy percentages. This pricing power has resulted in significant
industry-wide growth in ADR from 1992 through the first quarter of 1996. In
1995, industry-wide ADR increased 4.8% over 1994, and industry-wide occupancy
percentages increased 1.2% over 1994. In the 1996 First Quarter, industry-wide
ADR increased 6.2% and industry-wide occupancy percentages increased 1.2% over
the 1995 First Quarter. ADR increases exceeded the rate of inflation in 1995 by
1.7%, the third consecutive year of real rate growth. Coopers & Lybrand
Hospitality Directions estimates that occupancy will continue to increase in
1996 and 1997 to 66.3% and 66.7%, respectively, and that ADR will increase 4.5%
in 1996 over 1995 levels and 4.4% in 1997 over 1996 levels. Historical industry
performance, however, may not be indicative of future results, and there can be
no assurance that such projections will be realized.
The Company believes that within the near term, pricing power within the
lodging industry is likely to be particularly strong in the upscale segment in
which the Company's properties operate. Two primary factors underlying this
projected strength are the lower consumer price sensitivity in the upscale
segment and an expectation by industry experts that there will be no significant
additions to the upscale room base over the next few years. The lack of a
significant increase in the upscale segment room base is projected because (i)
the cost of constructing hotels in the upscale segment is substantially higher
than in other industry segments, (ii) financing available for upscale hotel
construction projects is generally higher in cost and more limited in nature,
(iii) construction of upscale hotels involves longer lead times and (iv) upscale
hotel chains likely will seek to achieve growth through acquisition rather than
construction, as construction costs for most new hotels remain substantially
higher than the costs of acquiring existing full service hotels.
UPSCALE HOTELS:
DEMAND GROWTH OUTPACES
SUPPLY GROWTH(1)
<TABLE>
<CAPTION>
MEASUREMENT PERIOD
(FISCAL YEAR COVERED) SUPPLY GROWTH DEMAND GROWTH
<S> <C> <C>
1993 1.19 1.25
1994 1.42 3.27
1995 1.92 3.60
</TABLE>
UPSCALE HOTELS:
REVPAR GROWTH(1)
<TABLE>
<CAPTION>
MEASUREMENT PERIOD
(FISCAL YEAR COVERED) REVPAR GROWTH
<S> <C>
1993 2.77
1994 4.69
1995 6.82
</TABLE>
(1) Upscale segment of the lodging industry, excluding Orlando and Las Vegas.
Orlando and Las Vegas are excluded because the Company's hotels generally
do not compete in such markets, and the growth in supply in these markets
is significantly in excess of the growth in supply in the upscale segment
of the lodging industry as a whole.
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OPERATING STRATEGY
The Company's goal is to continue the expansion of Wyndham Hotels, Wyndham
Garden Hotels and Wyndham Resorts in order to become one of the largest brand
hotel companies operating in North America while continuing to maintain the
quality of the Wyndham brand. To achieve this goal, the Company has developed an
operating strategy designed to achieve high levels of satisfaction and loyalty
from both hotel guests and owners of managed hotels. The Company believes that
the successful implementation of this strategy will facilitate the expansion of
its Portfolio of owned, leased, managed and franchised hotels. The principal
elements of the Company's strategy are as follows:
Capitalize on Strong Brand Image. Wyndham has focused on developing a
clear brand name that is nationally recognized as being synonymous with
high quality, full service lodging in the upscale hotel market. Because
Wyndham has operating control over more than 95% of the hotels operated
under the Wyndham brand name, it is able to deliver consistently high
quality hotel products and services throughout its hotel system and support
the marketing programs necessary to maintain the quality associated with
the Wyndham name. By developing the Wyndham brand through upscale hotel
products, the Company is able to focus on earning the loyalty of its core
upscale customers: individual business travelers, business groups and other
group customers, and leisure travelers. According to written guest surveys
conducted by Wyndham at its hotels during 1995, 91% of Wyndham guests
surveyed rated the overall quality of Wyndham hotel products and services
good or excellent, and 94% of the guests surveyed indicated that they would
return to that Wyndham hotel on their next trip to the same city. The
Company believes that hotel owners and investors have come to associate the
Wyndham brand name with cost efficient operations and the delivery of
exceptional value to hotel properties. The Company also believes that
growing national recognition of the Wyndham brand, together with the
quality and efficiency of its hotel operations, has facilitated the
Company's historical growth and will enhance its ability to realize its
future growth objectives.
Multiple Upscale Hotel Products. Wyndham offers three distinct full
service hotel products under a single brand name that are tailored to
urban, suburban and select resort markets, the primary markets that serve
its core upscale customers.
- Wyndham Hotels. In urban markets, the Company operates or franchises
20 Wyndham Hotels, which contain an average of approximately 400 hotel
rooms, generally between 15,000 and 250,000 square feet of meeting
space, and a full range of guest services and amenities. Wyndham
Hotels are targeted principally at business groups and other group
customers, as well as individual business travelers.
- Wyndham Garden Hotels. In suburban markets, Wyndham operates 38
Wyndham Garden Hotels, which were created by the Company to cater to
individual business travelers and small business groups. With guest
services, hotel finishings and landscaping comparable to Wyndham
Hotels, Wyndham Garden Hotels are designed to provide a guest
experience similar to that enjoyed at Wyndham Hotels, but at a price
that is competitive in suburban markets. The Company locates Wyndham
Garden Hotels primarily near suburban business centers and airports
and, where possible, seeks to cluster these hotels in a
"hub-and-spoke" distribution pattern around one or more Wyndham Hotels
in order to achieve operating and marketing efficiencies and enhance
local name recognition. Wyndham Garden Hotels are mid-size full
service upscale hotels containing between approximately 150 and 225
hotel rooms that offer a package of services and amenities focused on
the needs of the business traveler, including generally between 1,500
and 5,000 square feet of meeting space, restaurants that serve three
meals a day, exercise rooms, and laundry and room service.
- Wyndham Resorts. Wyndham's Portfolio also includes six Wyndham Resorts
that are full service destination resorts targeted at upscale leisure
and incentive travelers and are located both domestically and on four
Caribbean islands. Through Wyndham Resorts, the Company is able to
offer guest rewards and other cross-promotional benefits to its
domestic customers, thus improving Wyndham's competitiveness and brand
loyalty.
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The Company believes that its strategy of offering multiple hotel products
under a single brand name enables it to achieve, through efficient hotel
distribution, strong penetration of the primary markets that serve its core
upscale customers. The Company also believes that this strategy enables it to
compete effectively for expansion opportunities covering a wide variety of
upscale hotel properties, thereby providing a competitive advantage over hotel
companies with fewer products. The Company expects to continue evaluating
opportunities for new hotel products that it may offer under the Wyndham brand
or operate under a different brand. See "-- Growth Strategy -- II. Additional
Growth Opportunities -- New Lodging Products."
Operating and Financial Performance. The Company seeks to maximize revenues
through its comprehensive marketing strategy and the delivery of high quality
accommodations and hotel services that result in satisfied, loyal hotel guests.
The Company believes that its experience as a hotel owner makes it a better
hotel manager by keeping it focused on controlling each element of operating
expenses, which is essential for achieving attractive returns for both the
Company's hotels and managed hotels. In addition, through yield management of
its room inventory, the Company seeks to maximize REVPAR during periods of high
occupancy by giving first priority for available rooms to Wyndham guests that
will pay the full amount of the applicable room rate.
The Company has a proven track record of achieving strong operating and
financial results. During 1995, average occupancy rates, ADR and REVPAR for
Portfolio hotels were 69%, $88.79 and $60.96, respectively, compared with an
average during this period of 68%, $80.36 and $54.97, respectively, in the
upscale segment of the lodging industry. During the 1996 First Quarter, average
occupancy rates, ADR and REVPAR for Portfolio hotels were 67%, $96.04 and
$64.51, respectively, compared with an average during this period of 64%, $85.06
and $54.69, respectively, in the upscale segment of the lodging industry. In
1995 and the 1996 First Quarter, respectively, REVPAR for Portfolio hotels
outperformed the upscale full service segment of the lodging industry by 11% and
18%, respectively. The Company believes that it has the opportunity to improve
its REVPAR performance through, among other things, the continued maturation of
10 Wyndham Garden Hotels opened in 1995.
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The following table compares certain historical operating and financial
data of the Company's Comparable Hotels with the lodging industry. The Company
has chosen a Comparable Hotel data set based on Wyndham brand hotel properties
operated by the Company since January 1, 1993 because the Company believes that
these 30 hotels have been operated by the Company for a sufficient period of
time to provide meaningful period-to-period comparisons and that these hotels
more fully reflect the Company's operating capabilities. The Company's Portfolio
contains a significant number of newly opened or renovated Wyndham brand hotels,
which typically begin operations with lower occupancy rates, ADR, REVPAR and
margins than mature hotels. While the period of time required to achieve
improved operating results from the application of Wyndham's operating standards
and integration into Wyndham's programs varies depending on the unique
characteristics of a given hotel and the market in which it operates, the
Company has found that during the third full year under Wyndham management a
hotel will fully reflect the Company's operating capabilities. In addition, the
Company believes that Comparable Hotel data provide a more meaningful comparison
to the lodging industry, which the Company believes has a significantly smaller
percentage of newly opened or renovated hotels than the Company. There can be no
assurance that the Company's hotels opened or renovated subsequent to January 1,
1993 will achieve occupancy rates, ADR, REVPAR or operating results comparable
to the Comparable Hotels. For a presentation of certain operating and financial
data for the Company's entire Portfolio, see "Prospectus Summary -- Summary
Combined Financial and Other Data."
<TABLE>
<CAPTION>
UPSCALE SEGMENT
COMPARABLE OF THE
HOTELS(1) LODGING INDUSTRY(2)
---------- -------------------
<S> <C> <C>
Occupancy percentage:(3)
1993................................................. 67% 67%
1994................................................. 70% 68%
1995................................................. 72% 68%
1996 First Quarter................................... 72% 64%
ADR:(4)
1993................................................. $ 76.39 $ 74.19
1994................................................. 80.16 77.17
1995................................................. 84.38 80.36
1996 First Quarter................................... 95.92 85.06
REVPAR:(5)
1993................................................. 51.31 49.71
1994................................................. 56.09 52.48
1995................................................. 60.99 54.97
1996 First Quarter................................... 69.03 54.69
Gross operating profit margin:(6)
1993................................................. 32% 30%
1994................................................. 34% 31%
1995................................................. 36% 33%
1996 First Quarter................................... 37% *
Food and beverage margin:(7)
1993................................................. 29% 17%
1994................................................. 31% 18%
1995................................................. 31% 23%
1996 First Quarter................................... 28% *
Gross operating profit per available room:(8)
1993................................................. $ 9,612 $ 8,397
1994................................................. 11,417 9,364
1995................................................. 12,547 12,478
1996 First Quarter................................... 3,570 *
</TABLE>
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- ---------------
* 1996 First Quarter lodging industry statistics are not available for gross
operating profit margin, food and beverage margin and gross operating profit
per available room.
(1) Comparable hotels consists of the 30 Wyndham brand hotels that have been
operated by the Company since January 1, 1993.
(2) Occupancy percentage, ADR and REVPAR comparisons are to the upscale segment
of the lodging industry, which the Company believes is the appropriate
segment for comparing operating data based on the competitive set for the
Company's hotels, as measured by ADR. Gross operating profit and margin
comparisons are to the upscale full service segment of the lodging industry,
which consists of upscale hotels with restaurants, because the Company
believes that the higher costs associated with restaurant operations provide
the most appropriate comparison of gross operating profits and margins.
(3) Occupancy percentage represents total rooms occupied divided by total
available rooms. Total available rooms represents the number of rooms
available for rent multiplied by the number of days in the reported period.
(4) ADR represents total room revenues divided by the total number of rooms
occupied.
(5) REVPAR represents total room revenues divided by total available rooms.
(6) Gross operating profit margin represents gross operating profit as a
percentage of total revenues. "Gross operating profit" represents gross
revenues less department expenses and undistributed operating expenses.
Gross operating profit margins are included herein because management uses
them as a measurement of hotel operating performance and because management
believes that these items are useful in making industry comparisons.
(7) Food and beverage margin represents food and beverage operating profit as a
percentage of food and beverage revenues.
(8) Gross operating profit per available room represents gross operating profit
divided by total available rooms for the period.
Fully Integrated, Full Service Hospitality Company. The Company owns,
manages, leases and franchises hotels under the Wyndham brand name. In addition,
the Company is experienced in all aspects of hotel operations, including
purchasing, accounting and asset and risk management, as well as hotel
construction and design. The Company believes that operating as a fully
integrated, full service hospitality company enhances its performance by
enabling it to provide a full range of hotel services in an efficient,
cost-effective manner. In addition, the breadth of the Company's experience
enables it to compete effectively for multiple opportunities in the hospitality
industry. The Company also believes that the Wyndham brand name provides it with
a competitive advantage in its management business over companies without their
own brand because hotel owners might otherwise be required to pay a third party
franchise fee in addition to a management fee, which generally results in a
higher fee than Wyndham's overall fee structure.
Experienced, High Quality Management Personnel. The Company believes that
it has highly qualified, experienced executives in each of its key senior
management positions. The Senior Executive Officers, who have an average tenure
of 7 years with the Company and approximately 14 years of experience within the
lodging industry, have worked together to successfully develop, operate and
manage hotel properties in various phases of the industry cycle. The Company was
able to attract executives with a variety of strong incentives, including an
equity sharing program. See "Management." Following the Offering, the Company's
Senior Executive Officers, together with WEL, will beneficially own an aggregate
of approximately 18.5% of the Company's Common Stock. The Company has not lost a
participant in WEL, its equity participation program, to a competing hotel
company since the inception of the program seven years ago.
Based upon the Company's commitment to promoting managers from within the
system, Wyndham has developed a Managers in Development program that trains over
150 participants each year. Over 70% of the Company's hotel general managers
have been promoted from another position within the Company. The Company also
provides formal training programs for managers and sales personnel. The Company
believes that by establishing uniform productivity standards and skill
requirements for its personnel, it is able to measure employee performance
effectively and reward high productivity. The Company also believes that the
quality and experience of its key executives and hotel personnel are important
components of its ability to consistently provide strong financial results to
its stockholders and third party hotel owners as well as outstanding service to
hotel guests.
"The Right Way -- The Wyndham Way." The Company's service signature, "The
Right Way -- The Wyndham Way," embodies its commitment to designing and
implementing the innovative practices and programs required to be a successful
hotel operating company. In addition to written guest surveys, Wyndham conducts
frequent personal interviews of its guests and employees. Wyndham responds to
their comments by shaping its products and services to meet or exceed the needs
and expectations of its guests, focusing specifically on the services and
amenities that drive the purchase decision or affect the Company's ability to
adjust room rates. For example, Wyndham has become well-known for its American
Airlines and Avis Rent-A-Car "Triple Upgrade" program and was the first upscale
hotel chain to provide free in-room coffee makers in every domestic Wyndham
brand hotel room. See "-- Customers and Marketing." The Company
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emphasizes building the Wyndham brand image by delivering the highest quality
guest services, resulting in strong loyalty from its core upscale customers:
individual business travelers, business groups and other group customers, and
leisure travelers.
GROWTH STRATEGY
Since the beginning of 1990, the number of hotels in the Company's
Portfolio has increased from 25 hotels to 68 hotels. In addition to generating
internal growth through the improved performance of existing hotels, the Company
has developed a flexible external growth strategy that it believes will enable
it to take advantage of attractive growth opportunities arising in the lodging
industry. While no assurance can be given as to future conditions in the lodging
industry, the Company believes the industry outlook is positive in the near term
based on its expectation that growth in room demand will continue to outstrip
growth in room supply, providing favorable conditions for continued growth. See
"-- The Lodging Industry."
I. PRIMARY GROWTH OPPORTUNITIES
The near-term focus of the Company's growth strategy is as follows:
Growth from Existing Hotels. The Company expects improvements in the
financial performance of the existing hotels in its Portfolio to account
for a substantial portion of its financial growth in the near future. The
Company believes that the primary factors contributing to internal growth
include (i) revenue increases resulting from continuing improvements in the
lodging industry overall and continuing maturation of 23 hotels opened in
the past two years (including 12 Wyndham Garden Hotels), and (ii) improved
operating margins resulting from operating leverage and Wyndham's continued
emphasis on controlling operating expenses. For example, the Company
anticipates that attractive management incentive fees, which escalate with
increased operating performance at the Company's managed hotels, will
contribute to internal growth. During 1995, the Company earned incentive
fees on 28% of its managed properties, and 14% of the Company's management
fee revenues were derived from incentive fees. The Company's internal
growth strategy has produced Comparable Hotel room revenue increases of 9%
in both 1994 and 1995 and has produced an increase in Comparable Hotel
gross operating profit margins from 32% in 1993 to 36% in 1995. These
improvements have led to significant increases in gross operating profit
per available room of 19% and 10% in 1994 and 1995, respectively, compared
to the prior year period. While Comparable Hotel gross operating profit
margins were 37% in both the 1995 First Quarter and the 1996 First Quarter,
gross operating profit per available room increased by 8.0% in the 1996
First Quarter over the 1995 First Quarter. The Company believes that its
demonstrated ability to achieve both internal and external growth will help
attract third party debt and equity capital to help fund the growth of the
Company's Portfolio.
Wyndham Garden Hotel Redevelopment and Conversion Program. The Company
believes that the continued growth of its Wyndham Garden Hotel product will
provide significant opportunities for increasing the number of Wyndham
brand hotels in its Portfolio. Since the beginning of 1990, the Company has
added 32 Wyndham Garden Hotels to its Portfolio, 3 of which were developed
through new construction and 29 of which were existing hotels converted to
the Wyndham brand. In 1994, the Company accelerated the expansion of
Wyndham Garden Hotels through an investment program developed in
conjunction with Bedrock and other strategic partners. Together with
certain lenders, Bedrock organized a development fund (the "Investment
Program") totalling approximately $335 million, of which approximately
$150.0 million was available as of April 15, 1996 for projects approved by
the Company and Bedrock for the purpose of acquiring existing hotel
properties for redevelopment and conversion to Wyndham Garden Hotels and/or
to make related hotel investments. Bedrock is not required to invest a
minimum amount of capital through the Investment Program, but the Company
is entitled to manage any Investment Program hotel properties for a term of
15 years. The Company and Bedrock have agreed that the Company will be
permitted to manage any hotel containing 250 or fewer rooms that is
financed by Bedrock. See "Certain Relationships and Transactions -- Bedrock
Investment Program." The Investment Program facilitated the redevelopment
of 10 Wyndham Garden Hotels in the period 1994 to 1995, and an eleventh
Wyndham Garden Hotel was developed in 1995 with financing provided by
another Wyndham strategic partner. Of the 29 Wyndham Garden Hotels
converted to the
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Wyndham brand since the beginning of 1990, 13 are owned by Bedrock, 12 are
owned or leased by the Company and 4 are owned by Wyndham's other strategic
partners. See "Certain Relationships and Transactions." Bedrock also has
provided assistance with the development, design and construction phase of
the redevelopment process.
Because many acquired hotels require extensive redevelopment in
connection with their conversion to the Wyndham Garden Hotel brand, the
Company has instituted a program to redevelop these properties to a quality
level consistent with Wyndham's high standards (the "Redevelopment
Program"). For these hotels, the redevelopment process begins by
identifying hotel properties in prime suburban business centers and airport
locations that can be reconfigured to meet the operating model for Wyndham
Garden Hotels. Once the property is acquired, it is typically completely
closed to permit extensive exterior renovation (which often consists of a
substantially renovated facade) and total renovation of guest room, dining
and common areas. Upon completion, the hotel is reopened under the Wyndham
Garden Hotel brand and competes in a strong, visible location as if it were
a newly constructed property. The Company estimates that redeveloping
Wyndham Garden Hotels currently costs about 65% of the cost of new
construction and takes substantially less time (an average of approximately
nine months from the date of acquisition to the date that the hotel is
reopened). The Company has the complete in-house design, development and
operating expertise necessary to manage the entire redevelopment process
and believes that the completion of these Offerings will enhance its growth
opportunities by increasing its ability to finance additional Wyndham
Garden Hotel projects either through a portion of the net proceeds of these
Offerings, cash from operations, joint ventures or borrowings under the
Revolving Credit Facility. Notwithstanding the foregoing, there can be no
assurance that the Company will have adequate capital resources to fund its
growth. See "Risk Factors -- Risks Associated with Expansion," "Use of
Proceeds" and "Management's Discussion and Analysis of Financial Condition
and Results of Operations -- Liquidity and Capital Resources."
Wyndham intends to continue the Redevelopment Program with Bedrock and
other strategic partners, through direct investment by the Company, or some
combination thereof. The Company has executed a management contract for a
non-Bedrock hotel at La Guardia Airport in New York City, which is
currently in the renovation stage and is scheduled to reopen in the Fall of
1996. The Company also has executed management contracts for two Wyndham
Garden Hotels that will be owned by Bedrock and located in Lexington,
Kentucky and Kansas City, Missouri. The Lexington, Kentucky hotel is
currently being managed by the Company as a Ramada Inn and is scheduled to
become a Wyndham Garden Hotel in the Fall of 1996 following renovations
that are currently under way. The Kansas City hotel, which is currently
closed for renovations, is schedule to open in the Fall of 1996. See
"-- The Company's Hotels -- Hotels Under Renovation and Construction"
below.
Addition of Management Contracts. The Company believes that a
significant source of potential future growth will be through the addition
of new management contracts for Wyndham Hotels, Wyndham Garden Hotels and
Wyndham Resorts at strategic locations. Since the beginning of 1990, the
Company has added an average of ten new management contracts per year,
while the Company has lost an average of two management contracts per year
generally as a result of changes in ownership of managed hotels and
attrition resulting from scheduled termination of short-term non-Wyndham
brand management contracts. The Company believes that management contracts
provide stable growth opportunities through a variety of business
environments because of the relatively low capital requirements and short
lead times necessary for conversion to the Wyndham brand. Wyndham believes
that it is able to compete effectively for additional management contracts
because of its strong reputation in the upscale hotel industry, its track
record of delivering strong financial returns for hotel owners and
investors and its willingness to structure key terms of management
contracts to satisfy hotel owner objectives. In particular, the Company
believes that its history of achieving strong operating results for managed
properties has led to a significant number of owner referrals. In addition,
by operating multiple upscale products, the Company increases its
opportunities to compete for new contracts. The Company's improved capital
structure following the Offerings also should enhance its ability to make
selective capital investments that often must be made in connection with
competing for management contracts. While the Company anticipates that most
new management contracts will be for Wyndham brand hotels, the
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Company may enter into contracts to manage non-branded hotels or to manage
hotels under a different hotel brand.
Hotel Acquisitions and Joint Ventures. The Company anticipates that it
will be able to grow through the acquisition of hotels with attractive
economic prospects that are suitable for application of the Company's
operating strategy. In particular, the Company expects to focus on the
selective acquisition of Wyndham Hotels offering a full range of meeting
and conference capabilities that are located in new strategic markets or in
existing urban markets capable of supporting multiple Wyndham brand hotels.
The Company also will continue to assess the acquisition of other hotel
chains that operate hotel properties suitable to integrate into the
Company's Portfolio as well as the possible acquisition of resort hotels.
The Company anticipates that it also may make partial investments in hotel
properties through joint ventures with strategic business partners or
through equity contributions or secured loans. The Company may make such
investments solely as an investor or in connection with entering into a
management contract. The Company believes that its capital structure and
access to capital markets following the Offerings will improve its ability
to compete for acquisition and investment opportunities by enabling it to
arrange financing more quickly and at a lower cost. The Company also may
issue equity securities to finance future acquisitions in whole or in part.
Notwithstanding the foregoing, there can be no assurance that the Company
will have adequate capital resources to fund its growth. In addition, there
can be no assurance that the Company will be able to identify suitable
acquisition or investment opportunities or successfully integrate acquired
properties. See "Risk Factors -- Risks Associated with Expansion" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Capital Resources."
II. ADDITIONAL GROWTH OPPORTUNITIES
Depending on market conditions in the lodging industry, the Company also
may pursue the following expansion opportunities:
Franchise Program. The Company currently franchises three Wyndham
brand hotels, which are operated by third parties. Each of these franchises
was granted to take advantage of a unique opportunity to extend the Wyndham
brand name into an attractive market. The Company is in the process of
developing a full franchise program that it expects to have complete in
advance of the next hotel construction cycle in the upscale full service
segment of the lodging industry, which the Company believes is a few years
away. The Company anticipates that at such time, it will be in a position
to pursue selective franchise opportunities given appropriate market
conditions. The Company believes that newly constructed properties present
the most attractive franchising opportunities because the Company can
control the quality and appearance of the hotel property through up-front
construction and performance criteria. By imposing standard design
requirements, the Company is able to influence strongly the guest
experience, which is crucial to maintaining the quality and identity of the
Wyndham brand. The Company believes that growth through selective franchise
opportunities will add revenues through royalties and increased brand
awareness, without requiring significant capital investment by the Company.
For additional information with respect to two of the Company's franchised
hotels, see "-- Franchising Program."
New Lodging Products. The Company intends to continue evaluating new
lodging products that it may offer under the Wyndham brand. These products
may include both new products within the full service upscale hotel
segment, as well as new products in other segments of the lodging industry.
In particular, the Company will seek to introduce new lodging products
where, in the judgment of management, the product can benefit from, and
further enhance, the Wyndham brand, as well as benefit from the Company's
operating experience and business strengths.
The Company also may add lodging products that would benefit from the
Company's operating programs, but that would be more appropriately operated
under a brand name separate from Wyndham. The Company expects that in 1996
it will enter into an agreement to provide hotel management, purchasing and
technical services to "extended-stay" hotel properties that will be
targeted at corporate
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travelers who typically spend a week or more in one location. These hotel
properties are currently under development by a partnership owned by Crow
Family Members, Trammell Crow Residential, one of the country's largest
apartment builders, and Greystar, Inc., a developer, manager and owner of
apartment properties, and will not be operated under the Wyndham name. It
is anticipated that each hotel property will contain approximately 120
hotel rooms, which will be designed like small apartment units and will be
equipped with a kitchen. The Company believes that these hotels will be
limited service hotels that will not provide in-house restaurant, cocktail,
banquet center or other typical full service amenities and, consequently,
will not compete with the Company's full service hotels. It is expected
that room rates will range between approximately $200 and $400 per week,
depending on the location and seasonality.
The Company believes that the extended-stay program will provide an
opportunity to generate revenues by extending its management expertise and
operating programs into a new segment of the lodging industry without
requiring significant investment of the Company's capital. The Company also
believes that the program will provide the Company with management and
operational experience in the extended-stay market without requiring the
Company to commit the Wyndham brand. The Company expects that it will hire
additional hotel managers to manage the extended-stay properties. The
Company anticipates that the first extended-stay hotel properties will
commence operations in the last quarter of 1996.
New Construction. Depending on market conditions, the Company will
continue to review opportunities to construct new Wyndham Hotels, Wyndham
Garden Hotels and possibly Wyndham Resorts in those strategic markets where
acquisition and conversion of existing properties at a substantial discount
to replacement cost is not possible. Currently, however, construction costs
for new hotels generally remain substantially higher than the costs of
acquiring and converting existing hotels.
III. ABILITY TO EXECUTE GROWTH STRATEGY
The Company believes that it has the in-house capabilities and strategic
business relationships with which to implement each aspect of its growth
strategy. These capabilities and relationships include the following:
In-House Development Expertise. The Company has a full in-house
development staff of seven professionals dedicated to identifying,
evaluating and pursuing growth opportunities. The senior members of this
staff have an average of nine years of development experience in the hotel
industry. The development staff generally works in teams consisting of a
vice president of development, a development manager and an analyst. The
Company's in-house capabilities enable it to make an in-depth assessment of
a potential management, acquisition or other opportunity, including an
analysis of the surrounding market, the potential for increasing hotel
performance and value through the implementation of the Company's operating
strategy, the condition of the hotel property and the estimated renovation
costs of achieving Wyndham's standards for a fresh appearance and updated
accommodations. The Company's development staff also underwrites
redevelopment and new construction projects by analyzing estimated project
costs and preparing market studies and long-term projections of revenues
and profitability. Each opportunity is also assessed in terms of the
contribution that the potential hotel will make to the Wyndham brand
identity.
The Company also maintains a highly qualified in-house construction
and design department, which enables it to manage all phases of
redevelopment and new construction projects. In 1994 and 1995, the Company
managed more than $135 million in redevelopment, remodeling and new
construction projects. The Company believes that its in-house capabilities
provide a competitive advantage by providing a strong network for
identifying potential growth opportunities and maintaining tight control
over hotel quality standards.
Relationships with Hotel Investors. Wyndham believes that its strong
business relationships with various strategic partners will continue to
facilitate growth by providing hotel acquisition, renovation and
development opportunities as well as potential new management contract and
franchise opportunities. Currently, Crow Family Members, who, following the
Offering, will own an aggregate of approximately
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48.9% of the Company's outstanding Common Stock, have interests in 15
Wyndham brand hotels that are managed by the Company. Sixteen additional
Wyndham brand hotels that are managed by the Company are owned by Bedrock,
which will own approximately 12.3% of the Company's Common Stock following
the Offering. See "The Formation and the Financing Plan -- The Formation"
and "Principal Stockholders." As of April 15, 1996, Wyndham has entered
into management contracts for four additional hotels involving these
entities, three of which the Company anticipates will open in 1996, and one
of which the Company anticipates will be open by the first quarter of 1997.
See "-- The Company's Hotels -- Hotels Under Renovation and Construction"
below. In addition, the Company expects that in 1996 it will enter into an
agreement with a partnership owned by Crow Family Members, Trammell Crow
Residential and Greystar, Inc. to provide hotel management, purchasing and
technical services to extended-stay hotel properties currently under
development by such partnership. See "-- II. Additional Growth
Opportunities -- New Lodging Products." The Company also expects to
continue the Redevelopment Program with Bedrock. See "Certain Relationships
and Transactions."
The Company, various Crow Family Members and Patriot American
Hospitality, Inc., a publicly traded REIT ("Patriot American"), recently
entered into a non-binding letter of intent providing for the sale by
various Crow Family Members to Patriot American of five Wyndham brand
hotels. Such hotels will be leased back to a new partnership controlled by
various Crow Family Members pursuant to a lease having a term of ten years,
with two extensions of five years each. The Company expects that it will
continue to manage these hotels on economic terms substantially identical
to the terms upon which they are currently being managed. In addition,
pursuant to the letter of intent, the Company and Patriot American
contemplate a future arrangement whereby proposed additions to the
Company's Portfolio of Wyndham brand hotels will be presented to Patriot
American on a preferred basis. There can be no assurance that any of the
transactions or arrangements contemplated by the letter of intent will be
consummated or otherwise definitively determined.
In addition to providing potential growth opportunities, the Company
believes that its successful track record with these and other hotel owners
and investors provides stability to the Company's management contracts with
hotels owned by such entities. The Company also believes that its
relationship with the Trammell Crow Company, one of the largest national
real estate companies, will continue to facilitate the Company's ability to
identify and evaluate potential acquisition, renovation and development
opportunities.
Sales of Mature Hotels; Long-Term Leases. The Company has developed
business relationships with certain publicly traded REITs. Generally, a
REIT cannot operate hotels because 75% of the gross income of a REIT must
be derived from certain defined categories of qualifying income derived
directly or indirectly from investments relating to real property or
mortgages on real property. Certain REITs, however, have purchased hotel
properties that they lease to a hotel management company because the income
stream from leases is generally regarded as qualifying income.
GHALP has historically owned 11 Wyndham Garden Hotels managed by the
Company (the "GHALP Properties"). A 30% interest in GHALP was owned by a
partnership owned by certain Crow Family Members and the Senior Executive
Officers and the remaining 70% was held by an unaffiliated third party. On
May 2, 1996, Crow Family Members and the Senior Executive Officers acquired
the remaining 70% ownership interest from the third party for a purchase
price of approximately $29.5 million. The $29.5 million purchase price was
funded from the proceeds of the sale of the GHALP Properties to HPT, a
publicly traded REIT, for $135.3 million, which properties were leased back
pursuant to the GHALP Lease to GHALP II, the ownership of which mirrors the
ownership of GHALP. See "Pro Forma Combined Financial Data." As part of the
Formation, the Company will succeed to GHALP II's interest in the GHALP
Lease and continue to manage the hotels. The Company anticipates that in
the future, it may enter into similar transactions whereby it would sell
mature hotel properties to REITs, lease the hotels back and manage them as
Wyndham brand hotels. The Company believes that this strategy permits it to
participate in the initial growth phase of the hotel properties that it
acquires, while eventually freeing the Company's balance sheet of real
property upon disposition of the related hotels. Pursuant to a long-term
lease arrangement, the Company can retain long-term operating control
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<PAGE> 76
over the property and continue to benefit from any increases in the
operating performance of the hotel. The Company anticipates that it also
may enter into long-term leases with REITs with respect to hotel properties
that such REITs may acquire from unaffiliated third parties.
THE COMPANY'S HOTELS
General
Over 95% of the Company's hotels are operated under the Wyndham brand name,
which is synonymous with high quality lodging facilities and excellent service.
The Wyndham name represents the high standards of the Company's hotels, which
present a casually elegant decor and emphasize fresh, updated accommodations.
Wyndham places great emphasis on maintaining hotel properties in first-rate
condition and providing consistently high quality guest services at all of its
hotels, and has designed numerous programs to ensure that Wyndham guests receive
the highest quality lodging experience possible.
Amenities common to almost all Wyndham brand hotels include restaurants,
exercise rooms, swimming pools and cable television channels. Services common to
all Wyndham brand hotels include room service, laundry and valet service and
safe deposit boxes. Wyndham believes that by focusing attention on guest room
details it creates an attractive room package that is appreciated by its upscale
guests, particularly business travelers. Therefore, all domestic Wyndham brand
hotels provide in-room coffee makers with complimentary coffee, comfortable and
efficient workspace, generous guest room lighting, a shower massager and a
"Toiletries You Forgot" program, which provides frequently forgotten travel
items, such as toothpaste, deodorant and razors, at no cost. During 1995,
Wyndham Hotels, Wyndham Garden Hotels and Wyndham Resorts generated 50.2%, 34.5%
and 15.3%, respectively, of room revenues from Wyndham brand hotels.
Wyndham Hotels
Wyndham Hotels are typically large, architecturally distinctive properties
located primarily in major urban locations. These hotels are targeted
principally at upscale business groups and other group customers, as well as
upscale business travelers. Total guest room revenues for Wyndham Hotels in 1995
by customer mix consisted of 54.6% group meetings, 32.6% individual business
travelers and 12.8% leisure travelers.
The Company operates or franchises 20 Wyndham Hotels containing an
aggregate of 8,237 guest rooms. Wyndham Hotels contain an average of
approximately 400 hotel rooms and generally between 15,000 and 250,000 square
feet of meeting space. The considerable meeting and catering capabilities of
Wyndham Hotels attract major corporate groups and numerous national, regional
and local associations for business conventions, sales meetings, conferences,
banquets, receptions, training sessions and private celebrations. Meeting
services offered at most Wyndham Hotels include comprehensive business centers
with private offices, a library, state-of-the-art audiovisual equipment and
secretarial and telecopy services.
Mid-week room rates at Wyndham Hotels range from $99 to $259 per night,
depending on location and season. Guests at these hotels are offered a variety
of services and amenities, including room and concierge service, same day
laundry and dry cleaning, valet parking, individual room climate control,
voice-mail, in-room minibars and often a spa and choice of restaurants. Four
hotels offer elegant four-star dining, and the restaurants at the remaining
Wyndham Hotels feature similar menus containing high quality food selections at
affordable prices that are updated frequently to maintain freshness and to
reflect the identity of the hotel and the surrounding region. The Company has
invested significant time, talent and capital in its hotel restaurants, and
believes that the quality of its restaurants makes a substantial contribution to
its hotel guests' total lodging experience.
Wyndham Garden Hotels
The Company created and designed Wyndham Garden Hotels to cater primarily
to upscale individual business travelers and small business groups in suburban
markets. Wyndham Garden Hotels are mid-size, full service hotels located
primarily near suburban business centers and airports. The Company generally
seeks to cluster Wyndham Garden Hotels in a "hub-and-spoke" distribution pattern
around one or more Wyndham
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<PAGE> 77
Hotels in order to achieve operating and marketing efficiencies and enhance
local name recognition. Through market studies, the Company has determined that
its target business customer generally selects a hotel within an approximate
five mile radius of his or her business destination. Therefore, the Company
selects individual Wyndham Garden Hotel sites based on its evaluation of the
local business market surrounding a potential hotel location.
Through its Wyndham Garden Hotels, the Company strives to provide upscale
individual business travelers and small business groups with a first class guest
experience in a suburban setting. The Company believes that the business
travelers who stay at Wyndham Garden Hotels are similar to the business
travelers at Wyndham Hotels and that their business destination is the primary
factor that draws them to a Wyndham Garden Hotel. Accordingly, with guest
services, hotel finishings and landscaping comparable to Wyndham Hotels, Wyndham
Garden Hotels are designed to provide a guest experience similar to that enjoyed
at Wyndham Hotels, but at a price that is competitive in suburban markets.
Mid-week room rates range between $79 and $129 at Wyndham Garden Hotels,
depending on location. Total guest room revenues for Wyndham Garden Hotels in
1995 by customer mix consisted of 64.6% individual business travelers, 19.2%
small group meetings and 16.2% leisure travelers. In 1995, gross operating
profit margins for all Wyndham Garden Hotels were 36%, which is higher than the
gross operating profit margins for Wyndham Hotels or Wyndham Resorts.
The Company operates 38 Wyndham Garden Hotels containing an aggregate of
6,878 guest rooms. (The Company operates an additional hotel as a Ramada Inn
that is scheduled to become a Wyndham Garden Hotel in the Fall of 1996 following
renovations that are currently under way.) Each Wyndham Garden Hotel contains
between approximately 150 and 225 rooms and generally between 1,500 to 5,000
square feet of meeting space. The amenities and services provided in Wyndham
Garden Hotels are designed to meet the needs of the upscale business traveler.
Amenities and services in each room include desks large enough to accommodate
personal computers, longer phone cords, high wattage light bulbs for reading,
room service and access to 24-hour telecopy and mail/package service. The
meeting facilities at Wyndham Garden Hotels generally can accommodate groups of
between 10 and 200 people and include a flexible meeting room design, exterior
views, additional phone lines and audiovisual equipment. Wyndham Garden Hotels
also feature a lobby lounge, most of which are appointed with a fireplace, a
library typically overlooking a beautifully landscaped garden, and a swimming
pool. In addition, many Wyndham Garden Hotels contain a whirlpool and an
exercise facility.
Dining services at Wyndham Garden Hotels are an important feature. Unlike
many mid-priced hotels, each Wyndham Garden Hotel contains a cafe restaurant
that serves a full breakfast, lunch and dinner daily. Wyndham has designed a
uniform food program that features delicious, healthful meals with minimum
delay. By implementing the same menus, preparation process and purchasing
program throughout the Wyndham Garden Hotel system, the Company has achieved
significant operating efficiencies. The Company believes that the breadth and
quality of the dining services offered at Wyndham Garden Hotels distinguish
these hotels from other hotel chains that target the upscale individual business
traveler in suburban markets.
Wyndham Resorts
Wyndham Resorts are full service destination resorts that are located both
domestically and on four Caribbean islands. Wyndham Resorts are targeted at
upscale leisure travelers and incentive travelers. Total guest room revenue for
Comparable Wyndham Resorts in 1995 by customer mix consisted of 73.0% individual
leisure travelers and 22.0% group travelers and 5.0% individual business
travelers.
The Company operates or franchises six resort hotels containing an
aggregate of 1,904 guest rooms. Each Wyndham Resort contains between
approximately 200 and 500 hotel rooms and, with the exception of the Wyndham
Morgan Bay Resort, generally between 6,000 and 20,000 square feet of meeting
space. Room rates at Wyndham Resorts range between $135 and $210, depending on
location and season.
Wyndham Resorts are designed to provide a memorable guest experience. They
feature spacious, luxurious guest rooms that are air conditioned and typically
contain private balconies. Most resorts have swimming pools, health and fitness
centers and tennis courts. In addition, two resorts offer golf and two resorts
(one of which is under construction) contain casinos. Guest amenities include
room service, concierge and
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valet service and tour information. Guests can choose from a variety of
restaurants and menus, and most resorts provide a variety of live nightly
entertainment. In addition, Wyndham Resorts offer or arrange a full range of
activities, including sailing, snorkeling, windsurfing, waterskiing,
parasailing, horseback riding, scuba diving, deep-sea fishing and cruises.
Wyndham Resorts seek to capitalize on national recognition of the Wyndham
brand name. Through its resort division, the Company is able to offer guest
rewards and other cross-promotional benefits to its domestic customers, thus
improving Wyndham's competitiveness and brand loyalty. The Company's national
sales team targets Wyndham customers as well as travel agents and meeting
planners for leisure and group sales in an effort to take advantage of their
familiarity with the Wyndham hotel system.
Management Service Hotels
The Company provides hotel management services pursuant to management
contracts relating to three hotels that are owned by third parties and operated
under unaffiliated hotel brands. Each of these hotels is an upscale hotel
offering services and amenities consistent with Wyndham's quality standards. The
Company entered into these management contracts in order to take advantage of
opportunities to develop relationships with third party hotel owners, as well as
to generate revenues in circumstances that would not permit conversion of the
hotels to the Wyndham brand. See "-- Growth Strategy -- I. Primary Growth
Opportunities."
Hotels Under Renovation and Construction
The Company has entered into management contracts to operate two additional
hotels that are scheduled to open in 1996. The first hotel, Wyndham Garden
Hotel -- Kansas City, will be located in Kansas City, Missouri and will contain
240 rooms and approximately 4,400 square feet of meeting space. This hotel,
which is currently in the renovation stage, is scheduled to open in the Fall of
1996. The second hotel will be located at La Guardia Airport in New York City
and will contain 225 hotel rooms and approximately 4,000 square feet of meeting
space. This hotel is also under renovation, and the Company anticipates that it
will open in the Fall of 1996.
The Company currently is subject to a temporary restraining order that
prevents it from operating Wyndham brand hotels or advertising the Wyndham name
in connection with the operation of any hotel within a 50 mile radius (within
the State of New York) of the "Mados Wyndham Hotel" (as defined below under
"-- Legal Proceedings") pending resolution of a lawsuit concerning the Company's
use of the Wyndham name within such area. (See "-- Legal Proceedings.") An
adverse decision in such lawsuit or a delay in the resolution of the litigation
beyond the anticipated opening date of the La Guardia hotel would require the
Company to open such hotel under a brand name other than Wyndham or Wyndham
Garden.
The Company also has entered into management contracts to operate two new
Wyndham brand hotels that are currently under construction. The first hotel,
Wyndham New Orleans Riverfront Hotel (the "Riverfront Hotel"), will be a Wyndham
Hotel located in New Orleans, Louisiana that will contain 202 hotel rooms and
approximately 1,800 square feet of meeting space. The Company anticipates that
this hotel will open in May 1996. The second hotel, Wyndham Old San Juan Hotel &
Casino (the "San Juan Hotel"), will be a Wyndham Resort located in San Juan,
Puerto Rico that will contain 242 hotel rooms and approximately 6,200 feet of
meeting space. The Company anticipates that this hotel will open by the first
quarter of 1997. There can be no assurance, however, that these hotels will be
completed as scheduled. Pursuant to the terms of these management contracts, the
Company made certain commitments to provide furniture, fixtures and equipment
for the Riverfront and San Juan Hotels at fixed prices of $2.1 million and $6.0
million, respectively. In addition, with respect to the Riverfront Hotel, the
Company has agreed to provide certain pre-opening services at a fixed price of
$420,000 and has entered into an operating deficit guaranty that requires the
Company to fund up to $230,000 in working capital per year for three years after
the hotel is opened in the event that the hotel generates inadequate cash flow.
In addition, the Company has guaranteed $875,000 in indebtedness relating to the
Riverfront Hotel.
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SUMMARY OF HOTELS
The following table sets forth, as of April 15, 1996, certain information
with respect to the Company's hotels.
<TABLE>
<CAPTION>
OWNED, LEASED,
MANAGED OR NUMBER OF
HOTELS HOTEL LOCATION FRANCHISED(1) ROOMS
- ------------------------------------------- -------------------------- -------------- ---------
<S> <C> <C> <C>
WYNDHAM HOTELS
Wyndham Anatole............................ Dallas, TX Managed 1,620
Wyndham Austin............................. Austin, TX Franchised (2) 313
Wyndham Bel Age............................ West Hollywood, CA Managed 199
Wyndham Bristol............................ Washington, DC Managed 239
Wyndham Checkers Hotel..................... Los Angeles, CA Managed 188
Copley Plaza -- A Wyndham Hotel............ Boston, MA Managed 373
Wyndham Emerald Plaza...................... San Diego, CA Managed 436
The Wyndham Five Seasons................... Cedar Rapids, IA Managed 283
Wyndham Franklin Plaza..................... Philadelphia, PA Managed 758
Wyndham Greenspoint........................ Houston, TX Managed 472
Wyndham Harbour Island..................... Tampa, FL Leased (3) 300
Wyndham Kingston........................... Kingston, Jamaica Managed 303
Wyndham Hotel at Los Angeles
International Airport.................... Los Angeles, CA Managed 591
Wyndham Hotel at Metrocenter............... Phoenix, AZ Managed 284
Wyndham Milwaukee Center................... Milwaukee, WI Managed 221
Wyndham Northwest Chicago.................. Itasca, IL Managed 408
Wyndham Palm Springs....................... Palm Springs, CA Managed 410
Wyndham Playhouse Square................... Cleveland, OH Managed 205
Wyndham San Antonio........................ San Antonio, TX Franchised (2) 326
Wyndham Warwick............................ Houston, TX Managed 308
--------
TOTAL WYNDHAM HOTELS....................... 20
TOTAL WYNDHAM HOTEL ROOMS.................. 8,237
========
WYNDHAM GARDEN HOTELS
Albuquerque................................ Albuquerque, NM Managed 150
Annapolis.................................. Annapolis, MD Managed 197
Atlanta Perimeter Center................... Atlanta, GA Leased 143
Bloomington................................ Minneapolis, MN Leased 209
Bothell.................................... Seattle, WA Leased 166
Brookfield Lakes........................... Milwaukee, WI Owned 178
Buckhead................................... Atlanta, GA Managed 221
Burlington................................. Burlington, MA Managed 180
Chandler................................... Phoenix, AZ Leased 159
Charlotte.................................. Charlotte, NC Owned 173
Commerce................................... Los Angeles, CA Owned (3) 201
Culver City................................ Culver City, CA Managed 199
Denver..................................... Denver, CO Managed 240
Detroit Metro.............................. Romulus, MI Managed 153
Indianapolis............................... Indianapolis, IN Owned 171
Lake Buena Vista........................... Orlando, FL Managed 167
Las Colinas................................ Dallas, TX Managed 168
Lexington.................................. Lexington, KY Managed (4) 177
Marin/San Rafael........................... Marin County, CA Managed 235
Midtown Atlanta............................ Atlanta, GA Managed 191
Monrovia................................... Monrovia, CA Managed 148
Naperville................................. Chicago, IL Leased 143
Nashville Airport.......................... Nashville, TN Leased 180
North Phoenix.............................. Phoenix, AZ Leased 166
North San Diego............................ San Diego, CA Leased 180
</TABLE>
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<PAGE> 80
<TABLE>
<CAPTION>
OWNED, LEASED,
MANAGED OR NUMBER OF
HOTELS HOTEL LOCATION FRANCHISED(1) ROOMS
- ------------------------------------------- -------------------------- -------------- ---------
<S> <C> <C> <C>
Novi....................................... Detroit, MI Managed 148
Oakbrook................................... Oakbrook Terrace, IL Managed 222
O'Hare..................................... Chicago, IL Managed 225
Orange County Airport...................... Costa Mesa, CA Managed 238
Phoenix Airport............................ Phoenix, AZ Leased 210
Piscataway/Somerset........................ Piscataway, NJ Managed 165
Pittsburgh................................. Pittsburgh, PA Managed 140
Pleasanton................................. Pleasanton, CA Managed 171
Schaumburg................................. Schaumburg, IL Owned 188
Seattle-Tacoma Airport..................... Seattle, WA Leased (3) 204
Sunnyvale.................................. San Jose, CA Leased 180
Vinings.................................... Atlanta, GA Managed (5) 159
Waltham.................................... Waltham, MA Managed 148
Wood Dale.................................. Chicago, IL Managed 162
--------
TOTAL WYNDHAM GARDEN HOTELS................ 39
TOTAL WYNDHAM GARDEN HOTEL ROOMS........... 7,055
========
WYNDHAM RESORTS
Inn at Semi-Ah-Moo -- A Wyndham Resort..... Blaine, WA Managed 198
The Village at Breckenridge -- A Wyndham
Resort................................... Breckenridge, CO Franchised 235(6)
Wyndham Aruba Beach Resort & Casino........ Palm Beach, Aruba Managed 444
Wyndham Morgan Bay Resort.................. Choc Bay, St. Lucia Managed 238
Wyndham Rose Hall Resort................... Montego Bay, Jamaica Owned (3) 489
Wyndham Sugar Bay.......................... St. Thomas, U.S.V.I. Managed (7) 300
--------
TOTAL WYNDHAM RESORTS...................... 6
TOTAL WYNDHAM RESORT HOTEL ROOMS........... 1,904
========
MANAGEMENT SERVICE HOTELS
Dedham Hilton.............................. Dedham, MA Managed 247
Pruneyard Inn.............................. Campbell, CA Managed 117
Sheraton Valley Forge...................... King of Prussia, PA Managed (7) 315
--------
TOTAL MANAGEMENT SERVICE HOTELS............ 3
TOTAL MANAGEMENT SERVICE HOTEL ROOMS....... 679
--------
TOTAL PORTFOLIO.......................... 68
TOTAL PORTFOLIO HOTEL ROOMS.............. 17,875
========
HOTELS UNDER RENOVATION OR CONSTRUCTION(8)
Wyndham Garden Hotel -- Kansas City........ Kansas City, MO Managed 240
La Guardia Airport......................... New York, NY Managed 225
Wyndham Riverfront (Wyndham Hotel)......... New Orleans, LA Managed 202
Wyndham San Juan (Wyndham Resort).......... San Juan, Puerto Rico Managed 242
TOTAL HOTELS UNDER RENOVATION OR
CONSTRUCTION............................. 4
TOTAL HOTEL ROOMS UNDER RENOVATION OR
CONSTRUCTION............................. 909
--------
TOTAL HOTELS............................. 72
TOTAL HOTEL ROOMS........................ 18,784
========
</TABLE>
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- ---------------
(1) Ownership Interest Key:
Owned = Wholly owned (100%) and managed by the Company.
Leased = Long-term lease with unaffiliated third party and managed by the
Company. See "-- Long-Term Hotel Leases."
Managed = Operated under management contracts. See "-- Management
Contracts."
Franchised = Franchised to a third party. See "-- Franchising Program."
(2) The Company is aware that the owners (or their affiliates) of the Wyndham
Austin and Wyndham San Antonio have acquired the Omni Hotel Company. The
franchise agreements for the Wyndham Austin and the Wyndham San Antonio are
terminable upon 30 days written notice. While the Company has not received
written notice of termination, there can be no assurance that such franchise
agreements will not be terminated.
(3) The Company's interests in these hotel properties (and in the case of the
Wyndham Rose Hall Resort, the golf course adjacent to the hotel property)
are subject to ground leases which, including renewal options, expire
between 2018 and 2077.
(4) This property was acquired by Bedrock in March 1996 and is currently managed
by Wyndham as a Ramada Inn. Following renovations that are currently under
way, the property will be converted to a Wyndham Garden Hotel, which is
scheduled to occur in the Fall of 1996.
(5) The Company has entered into a contract with an unaffiliated third party to
purchase this hotel. See "Prospectus Summary -- The Company -- Planned
Portfolio Additions."
(6) The actual room inventory at The Village at Breckenridge fluctuates because
approximately 70 rooms at such hotel are owned privately, and the
availability of such rooms to the general public depends upon the election
of the private owners thereof as to the use of such rooms.
(7) Pursuant to the terms of the management contracts relating to the Wyndham
Sugar Bay Resort and the Sheraton Valley Forge, the Company has been
notified that the owners of such hotels have elected to terminate such
contracts effective in June 1996 and on May 31, 1996, respectively, as a
result of the sale of such hotels by such owners.
(8) The anticipated dates of operation for the Kansas City, La Guardia,
Riverfront and San Juan hotels are Fall 1996, Fall 1996, May 1996 and first
quarter 1997, respectively.
The following table presents certain comparative information with respect
to the Company's hotels:
<TABLE>
<CAPTION>
TOTAL HOTELS
WYNDHAM MANAGEMENT EXCLUDING
WYNDHAM GARDEN WYNDHAM SERVICE TOTAL HOTELS OPENED
HOTELS HOTELS(1) RESORTS HOTELS HOTELS IN 1995(2)
------- --------- ------- ---------- ------ -------------
<S> <C> <C> <C> <C> <C> <C>
Total number of properties(3)..... 20 39 6 3 68 N/A
Total number of rooms(3).......... 8,237 7,055 1,904 679 17,875 N/A
Average number of rooms per
hotel(3)........................ 412 181 317 226 263 N/A
Percentage of hotels to
total(3)........................ 30% 57% 9% 4% 100% N/A
Percentage of rooms to total(3)... 46% 39% 11% 4% 100% N/A
1995 Occupancy percentage(4)...... 68% 70% 65% 73% 69% 71%
1995 ADR(5)....................... $94.58 $ 73.67 $122.75 $85.24 $88.79 $ 90.29
1995 REVPAR(6).................... $64.01 $ 52.75 $79.76 $62.45 $60.96 $ 64.38
</TABLE>
- ---------------
(1) Number of properties and rooms include one hotel (Lexington) that is
currently being managed by the Company as a Ramada Inn and that is scheduled
to become a Wyndham Garden Hotel in the Fall of 1996 following renovations
that are currently under way. Operating data includes one hotel (Wyndham
Garden Hotel -- Denver) that was managed by the Company as a Ramada Inn
while being converted to the Wyndham Garden Hotel brand.
(2) The operating data presented in this column is for total hotels excluding
hotels opened in 1995. This data has been included to demonstrate the
significant negative impact on 1995 occupancy rates, ADR and REVPAR of the 9
Wyndham Garden Hotels added or converted pursuant to the Redevelopment
Program in 1995, which properties required substantial renovations prior to
conversion to the Wyndham brand. There can be no assurance, however, that
these properties will achieve occupancy rates, ADR, REVPAR or operating
results comparable to the Company's mature hotel properties.
(3) As of April 15, 1996.
(4) Occupancy percentage represents total rooms occupied divided by total
available rooms. Total available rooms represents the number of rooms
available for rent multiplied by the number of days in the reported period.
(5) ADR represents total room revenues divided by the total number of rooms
occupied.
(6) REVPAR represents total room revenues divided by total available rooms.
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<PAGE> 82
Sixteen of the Company's 18 owned and leased hotels are Wyndham Garden
Hotels. The following table presents comparative operating data between the
Company's owned and leased Wyndham Garden Hotels and third party Wyndham Garden
Hotels that are managed by the Company.
<TABLE>
<CAPTION>
OWNED OR LEASED MANAGED
WYNDHAM WYNDHAM
GARDEN HOTELS GARDEN HOTELS(1)
--------------- ----------------
<S> <C> <C>
Number of properties(2).............................. 16 23
Average number of rooms per hotel(2)................. 178 182
Occupancy percentage:(3)
1993............................................... 71% 70%
1994............................................... 73% 72%
1995............................................... 75% 66%(4)
1996 First Quarter................................. 73% 59%(4)
ADR:(5)
1993............................................... $ 64.16 $66.09
1994............................................... $ 69.10 $70.11
1995............................................... $ 75.21 $72.56(4)
1996 First Quarter................................. $ 87.02 $77.22(4)
REVPAR:(6)
1993............................................... $ 45.21 $46.08
1994............................................... $ 50.35 $50.55
1995............................................... $ 56.72 $47.70(4)
1996 First Quarter................................. $ 63.15 $45.84(4)
</TABLE>
- ---------------
(1) Number of properties and rooms include one hotel (Lexington) that is
currently being managed by the Company as a Ramada Inn and that is scheduled
to become a Wyndham Garden Hotel in the Fall of 1996 following renovations
that are currently under way. Operating data excludes hotels not operated as
Wyndham Garden Hotels at the end of the period presented.
(2) As of April 15, 1996.
(3) Occupancy percentage represents total rooms occupied divided by total
available rooms. Total available rooms represents the number of rooms
available for rent multiplied by the number of days in the reported period.
(4) This data reflects the significant negative impact on 1995 and the 1996
First Quarter occupancy rates, ADR and REVPAR of the 9 Wyndham Garden
Hotels, all of which are managed hotels, added or converted pursuant to the
Redevelopment Program in 1995, which properties required substantial
renovations prior to conversion to the Wyndham brand. There can be no
assurance, however, that these properties will achieve occupancy rates, ADR,
REVPAR or operating results comparable to the Company's mature hotel
properties.
(5) ADR represents total room revenues divided by the total number of rooms
occupied.
(6) REVPAR represents total room revenues divided by total available rooms.
CUSTOMERS AND MARKETING
The Company's target core customers are upscale business travelers and
business groups, as well as upscale leisure travelers. Total guest room revenue
for Wyndham brand hotels in 1995 by customer mix consisted of 39.5% individual
business travelers, 36.9% group customers, 11.6% resort leisure travelers and
12.0% leisure travelers. To increase revenues at its hotels, the Company has
developed a "push-pull" sales and marketing program as well as various other
promotional, guest service and advertising programs. The key components of these
programs are as follows:
Direct Local Sales Efforts
Wyndham started in 1982 as a hotel management company for a small group of
hotels without a recognized brand name and a very limited marketing budget.
Consequently, Wyndham developed a "backyard" marketing program designed to
"pull" revenues into these hotels from surrounding businesses. Wyndham has
continued to develop and refine its direct local marketing programs and
currently employs a direct sales force of almost 500 highly trained
representatives (an average of 7 per hotel) who generally are assigned to
individual hotels and who focus their sales efforts primarily on the local
businesses and organizations surrounding each hotel. The Company motivates its
sales force with an aggressive incentive
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<PAGE> 83
based compensation structure that ties compensation to hotel performance at all
levels of the hotel sales and management structure.
In 1995, the Company's direct sales program accounted for over 60% of room
revenues at Wyndham brand hotels. The direct sales efforts at Wyndham Hotels
focus primarily on group business. The direct sales efforts at Wyndham Garden
Hotels focus primarily on the market within a three-to-five mile radius of the
hotel because the Company has determined through market research that most of
its guests do business within this area. The Company's local sales programs
include direct solicitation of local businesses, special programs, such as its
Wyn Club program, which provides certain incentives for repeat bookings at
Wyndham brand hotels, participation in local and regional trade shows, and local
promotional and advertising campaigns.
National Sales Efforts
The Company's national sales program, which is split into a national group
sales force and a national negotiated rate team, is designed to "push" revenues
into Wyndham Hotels on a chain-wide basis. The national group sales force
consists of 15 national account managers assigned to four national sales offices
located in New York City, Washington, D.C., Chicago and Los Angeles. The purpose
of this sales force is to develop national group and association business
primarily for Wyndham Hotels and Wyndham Resorts. The national sales team
consists of five national account managers and focuses on identifying, obtaining
and maintaining major corporate accounts whose employees do business across the
nation. The Company has developed its corporate clientele by offering special
rate programs applicable to all Wyndham brand hotels. The Company currently has
national rate programs with approximately 400 different companies as well as the
nation's top 20 travel agencies.
Wyndham Service Programs
Wyndham's service signature, "The Right Way -- The Wyndham Way,"
characterizes Wyndham's entire approach to doing business and embodies Wyndham's
commitment to designing and implementing the innovative practices and programs
required to be a successful hotel operating company. The Right Way -- The
Wyndham Way also embodies the Company's focus on understanding and providing the
guest services and amenities that are most important to its core customers.
Wyndham conducts frequent guest surveys and personal interviews in an effort to
identify the services and amenities valued by upscale business travelers and
responds with various programs designed to meet or exceed such travelers'
expectations. For example, Wyndham has established a unique training program for
its hotel personnel, entitled "ACE" (Attentive, Courteous, Efficient), which
stresses the importance of a great service attitude at its hotels. Wyndham
recognizes that beyond training its personnel to provide the standard services
required by its discerning guests, it is necessary to cater to special guest
needs, and, accordingly, Wyndham provides its employees with the authority to
address guest complaints and requests on the spot.
Through its business traveler research, Wyndham also seeks to identify
those guest room amenities that most affect the purchase decision of its
customers. For example, in response to frequent business traveler surveys,
Wyndham was the first upscale hotel chain to provide a coffee maker and
complimentary coffee or tea in every domestic Wyndham brand hotel room. Wyndham
also has added larger desks, extra long phone cords, high wattage light bulbs
for reading, real hook hangers, comfortable pillows and a shower massager as
standard features of each room. To accommodate the desire of its business
customers to be able to obtain quickly a healthful breakfast or lunch, Wyndham
implemented a breakfast bar and a luncheon pasta bar at all Wyndham Garden
Hotels and most Wyndham Hotels, which is designed to provide delicious meals
efficiently at a value price. Wyndham also has implemented similar guest room
amenities and quality standards in all Wyndham brand hotels. Wyndham believes
that its commitment to providing an outstanding guest experience throughout its
hotel system has contributed greatly to the development and clarity of the
Wyndham brand while earning strong loyalty from its core customers, upscale
business travelers and business groups. For example, according to written guest
surveys conducted by Wyndham at its hotels in 1995, 91% of Wyndham guests
surveyed rated the overall quality of Wyndham hotel products and services good
or excellent, and 94% of the guests surveyed indicated that they would return to
that Wyndham hotel on their next trip to the same city.
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Guest Rewards and Other Programs
The Company participates in both the American Airlines AAdvantage program,
the largest airline mileage program, and the Midwest Express frequent flier
program. These programs provide the Company with ongoing promotional access to
over 28 million members and enable the Company to target frequent business
travelers and increase name recognition. Through an alliance with American
Airlines and Avis Rent-A-Car, Wyndham developed its popular "Triple Upgrade"(TM)
program, which provides American Airlines AAdvantage members that are Wyndham
guests with an airline upgrade, a room upgrade and a rental car upgrade, plus up
to 1,500 AAdvantage miles. The rewards are given at checkout and are provided
for each stay at any Wyndham hotel for guests that pay a regular or corporate
room rate. Wyndham designed the program to provide guests with meaningful
rewards for each hotel visit. Wyndham's Triple Upgrade program is currently in
effect during six months of each calendar year.
Wyndham developed the first "Rate Integrity Guarantee" program in the hotel
industry, which is a corporate travel program designed to ensure that corporate
travel planners and travel agents receive the lowest available Wyndham room
rates for their individual business travelers. The program enables travel
planners and agents to obtain each rate in every category for Wyndham brand
hotels through the major airline reservation systems and provides a
complimentary night stay if a better rate was available. The Company also runs
other promotional programs periodically for individual business travelers,
weekend leisure customers and resort customers. In addition to providing
incentives for its guests to select Wyndham, the Company believes that its
promotional programs increase national recognition of the Wyndham brand.
Advertising
Wyndham's national advertisements, which have been featured on CNN, CNN
"Headline News," ESPN and in major inflight magazines, primarily target the
upscale business customer and are designed to enhance the consumer's awareness
of Wyndham as an upscale, full service, national hotel chain. These
advertisements promote "The Right Way -- The Wyndham Way" and emphasize
attitude, comfort and location. The Company also promotes its services, programs
and individual hotel locations in the major hotel reference directories used by
travel and meeting planners, and in major trade magazines and major metropolitan
newspapers.
Central Reservations System
In 1995, over 35% of all Wyndham brand hotel room revenues were booked
through Wyndham's central reservations system. The Company uses a single central
reservation number (800-WYNDHAM) for all Wyndham brand hotels, which is
accessible to customers throughout the United States and Canada. The reservation
system provides Wyndham's reservation agents with information about hotel
locations, available rooms and rates in order to assist customers in booking
rooms. In addition, the Company uses special marketing programs in conjunction
with its central reservations system in order to target the individual upscale
business traveler, who the Company believes is strongly influenced by brand
recognition and preference.
In 1995, approximately 50% of all Wyndham reservations made through its
central reservations system were received electronically by means of airline
reservation systems. In 1994, the last year for which comparative industry
information is available, according to an industry report in which the Company
participated, the Company's percentage of automated reservations was among the
highest in the industry. The Company believes that its volume of electronic
reservations reflects the Company's commitment to investing in technology in
order to create cost-effective, efficient operations.
ISIS 2000, a limited partnership currently owned by Crow Family Members and
the Senior Executive Officers, is developing an integrated real time central
reservations and property management system (the "Central Reservations System")
designed to handle all of the Company's central reservations and hotel property
management requirements. ISIS 2000 will provide such central reservations and
hotel property management services to Wyndham and Wyndham brand hotels pursuant
to a five-year service contract (which services will be provided to Wyndham on
an exclusive basis for a two-year period). The services will be provided for a
fee comprised of an initial link-up charge plus a per reservation fee and a per
hotel charge for
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the property management system. In addition, the Company expects that it will
guarantee operating leases on behalf of ISIS 2000 in the approximate amount of
$3.5 million. The Company may in the future invest in ISIS 2000. The Company
must obtain the consent of the lenders under the Revolving Credit Facility prior
to entering into certain arrangements relating to ISIS 2000. See "Certain
Relationships and Transactions" and "Risk Factors -- Conflicts of
Interest -- Future Dealings with Affiliates of the Company."
The Central Reservations System will include, among other enhancements,
complete connectivity with all Wyndham brand hotels, a single data base for all
hotel information, a direct interface with airlines and real time/last available
room inventory. Wyndham believes that the new system will improve substantially
the Company's ability to manage the yield from its room inventory. In addition,
the Company believes the new system will significantly enhance the Company's
direct marketing, guest recognition and revenue forecasting capabilities, as
well as its ability to monitor its corporate rate programs. The Central
Reservations System also will provide point of sale information for all Wyndham
brand hotels. The Company expects to begin implementation of the Central
Reservations System during the third quarter of 1996.
Wyndham also participates in all four of the major airline reservation
systems, "SABRE," "APOLLO," "WORLDSPAN" and "SYSTEM ONE." These airline
reservation systems have an aggregate of approximately 190,000 computer
terminals on line at approximately 41,000 locations, allowing travel agents to
book Wyndham hotel reservations when guests are making other travel
arrangements.
HOTEL OPERATIONS
Wyndham's corporate management structure and centralized support services
are designed to permit the Company to control operations and costs, as well as
allocate departmental expertise efficiently among operating divisions. The
Company's organizational structure emphasizes direct accountability through
vertical integration in order to maintain Wyndham's high standards for guest
services and hotel operations throughout its hotel system. The Company has
established certain uniform productivity standards and skill requirements for
hotel employees, which the Company believes increase operating efficiencies by
enhancing the Company's ability to measure performance and interchange certain
employees within the hotel system.
Hotel Management. Each Wyndham brand hotel is managed by a general manager
and supported by a regional and corporate management organization. The size of
each management team and its hourly staff varies, depending on the type of
hotel, its size and its business volume.
General Managers; Hotel Management Personnel. Wyndham's general managers
have an average of over 17 years of experience in the lodging industry, and over
70% of these managers have been promoted from an existing position within the
Company. Each general manager is responsible for supervising the day-to-day
operations of a single hotel. Because of the Company's emphasis on taking an
owner's approach to the hotel business, each general manager also has been
specially trained to understand the financial side of hotel operations,
including cash flow, gross operating margins, debt service and return on
investment. Each general manager can receive up to 75% of his or her base salary
in the form of cash bonuses and equity participation based largely on the
financial performance and quality of hotel operations at the hotel he or she
manages. The Company believes that by emphasizing financial accountability and
performance-based compensation at the general manager level, it is able to
achieve the appropriate balance between providing high quality guest services
and strong returns, to both the Company and owners of managed hotels. Each
Wyndham Hotel and Wyndham Resort is run by an executive committee that oversees
a management team of approximately 16 managers. The executive committees
typically consist of a general manager, a director of sales and marketing, a
controller, a director of food and beverage operations, a director of rooms
operations, a human resources director and a director of engineering. A typical
Wyndham Garden Hotel management committee consists of a general manager, a
director of sales, two sales managers, a guest services manager, a food and
beverage manager, a catering manager, a food production manager and a
housekeeping manager.
Regional Operations. Wyndham's general managers report directly to a
regional director of operations, who, in turn, reports to one of five vice
presidents of operations. These vice presidents of operations report to the
president of either the Wyndham Hotel and Resort Division or the Wyndham Garden
Division. The two operating division presidents have an average of 25 years
experience in the lodging industry and an average of
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6 years of experience in their current positions with the Company, and the five
vice presidents of operations have an average of 23 years experience in the
lodging industry and an average of 7 years of experience with the Company. The
regional management teams provide management support and direction to the
general managers and their staff, coordinate communications between the
properties and the Company's centralized corporate departments and assist in
establishing and administering corporate policies, procedures and standards.
Centralized Corporate Services. The Company's hotel operations are divided
into two operating divisions, consisting of a Wyndham Hotel and Resort Division
and a Wyndham Garden Division. Each operating division has its own president,
who reports to the Company's Chief Executive Officer. The Company believes that
it has highly qualified, experienced executives in each of its key senior
management positions. The Senior Executive Officers, who have an average of 7
years with the Company and approximately 14 years in the lodging industry, have
worked together to successfully operate, manage and develop the Company's hotels
in various phases of the industry cycle. The Company also has a centralized
corporate staff located in Dallas, Texas, which provides a variety of managerial
and support services to both hotel divisions. The Company believes that the
experience of its corporate management team enables it to provide strong,
central leadership in all areas of operations, including marketing, development,
design and construction, purchasing, finance, accounting, legal and human
resources. The Company believes that the quality and experience of management
are important components of its ability to provide consistently strong financial
results to owners and outstanding service to hotel guests. In addition to the
foregoing areas of operations, the Company's centralized corporate staff
provides technical assistance and training to each hotel's employees for
administrative operations, room and guest services, reservations, maintenance
and engineering, retail services, and human resources and benefits.
Recruiting and Training. The Company is strongly committed to developing
and promoting its management personnel from within the Wyndham system. Wyndham
believes that it has developed one of the largest and most visible college
recruiting programs in the industry. Over the past five years, the Company has
hired over 400 new college graduates through its on-campus recruiting program at
15 universities with four-year hotel management programs. The Company believes
that is has been quite successful at recruiting top college graduates and
providing them with outstanding training and experience. The Company will
continue to emphasize college recruiting as an important source of management
talent. In 1995, the Company recruited 90 new college graduates. New campus
recruits receive up to 12 months training and are then generally assigned to the
sales or operations departments at a Wyndham operated hotel.
The Company has developed a Managers in Development program that trains
over 150 participants each year and contains ten separate training modules. The
Company also provides formal training programs for general managers and sales
personnel. Wyndham believes that by creating meaningful, measurable goals for
each key position within the Company, it is able to track individual
performance, reward productivity and assist in developing the careers of its
personnel. Wyndham believes that this approach has contributed significantly to
high labor productivity and employee retention, as evidenced by the fact that
70% of the Company's existing general managers were promoted from within the
Company.
MANAGEMENT CONTRACTS
Wyndham operates 47 hotels for third parties pursuant to management
contracts under which it is responsible for the day-to-day operations of the
hotels. These operations include managing hotel accommodations, meeting rooms
and food and beverage services as well as hiring and training each hotel's
staff, planning and providing sales and marketing services, purchasing operating
supplies, inventories and furniture, fixtures and equipment, providing routine
repairs and maintenance and performing hotel accounting functions, including the
preparation of monthly financial statements and budgeting.
The hotel owner generally is responsible for all costs and expenses
incurred in connection with operating the hotel, including reimbursing the
Company for the expenses associated with salaries and benefits of all hotel
employees. The hotel owner also generally is required to contribute an amount
equal to a specified percentage of gross revenues to a reserve fund on a monthly
basis to fund replacement and substitution of
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furniture, fixtures and equipment and the costs of certain non-routine repairs
and maintenance. Under certain management contracts, Wyndham has agreed to make
loans for the benefit of the hotel to cover shortfalls in operating cash flow
and also has agreed under certain management contracts to make loans or capital
contributions for hotel renovations, conversion costs and other purposes.
Under nearly all management contracts, the hotel owner has agreed to
indemnify the Company against liabilities arising from the management and
operation of the hotel, typically including environmental and general tort
liabilities. These indemnities generally exclude various degrees of negligent
conduct by the Company as well as the Company's willful misconduct or willful
violation of legal requirements. Under most management contracts, the Company
generally has agreed to indemnify the hotel owner against liabilities caused by
the Company's negligence, willful misconduct, willful violation of legal
requirements or breach of the management contract. A few management contracts,
however, give broader protection to the hotel owner with regard to liabilities
arising from the operation of the hotel, and one management contract provides
protection to the hotel owner from claims that the hotel owner is the employer
of certain hotel employees when the management contract provides otherwise.
As compensation for its management services, Wyndham receives a base
management fee under each management contract. Wyndham also may receive an
incentive fee, as well as a trade name fee, for hotels operated under the
Wyndham brand name. The average base management fee for the Company's management
contracts is in excess of 3% of gross revenues from hotel operations, and the
average trade name fee is in excess of 1% of gross room revenues. The average
base management fee for the Company's management contracts entered into after
January 1, 1994 is in excess of 3% of gross revenues from hotel operations, and
the average trade name fee is in excess of 1.6% of gross room revenues. The
Company believes that the increase in trade name fees since January 1, 1994
generally reflects increased recognition in the past two years of the Wyndham
brand name and the Company's operating capabilities. The actual percentage of
base fees and trade name fees for any given contract may vary from these
averages depending on the size and location of a particular hotel, the market in
which it competes and other factors. The Company also receives an incentive
management fee under most management contracts. The calculation of incentive
management fees varies from management contract to contract, but is generally
based on a percentage of a hotel's operating profit or the amount by which the
hotel's operating profit exceeds specified performance targets.
In addition to property-specific marketing and promotional services that
Wyndham provides at the hotel owner's expense for each hotel that it operates,
Wyndham also provides marketing services to Wyndham brand hotels consisting of
chain-wide and/or division level marketing programs, research services,
advertising and public relations efforts. The costs of these marketing services
are paid by the hotel owners pursuant to a marketing contribution made to
Wyndham in an amount generally equal to a specified percentage of gross room
revenues. In addition to marketing services, owners of Wyndham brand hotels
receive group and/or individual traveler sales services provided by Wyndham's
national and/or local sales offices. The cost of national sales and marketing
services generally are allocated among all hotels for which the services are
provided. The cost of local sales services generally are allocated directly to
each individual hotel. Wyndham also provides centralized reservations services
to Wyndham brand hotels, with the costs being allocated to each hotel generally
based on reservations made at that hotel. For Wyndham Garden Hotels and smaller
Wyndham Hotels, Wyndham also typically provides off-site accounting services at
the hotel owner's expense.
In addition to the services described above that are provided pursuant to
management contracts, Wyndham also makes available to hotel owners design,
construction, purchasing and technical services for an additional fee. These
services generally are provided pursuant to separate technical services
management contracts and purchasing agreements.
The terms of Wyndham's management contracts vary from hotel to hotel. The
terms of the management contracts for the 43 Wyndham brand hotels managed by the
Company generally range between 10 and 20 years. The terms for the non-Wyndham
brand hotels range from one month to fifteen years. At April 15, 1996, the
average remaining term for Wyndham brand hotel management contracts was 13.6
years (including renewals that the Company may elect to exercise). Each
management agreement is subject to early termination in connection with a
default by either party. In addition, the management contracts generally are
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subject to termination by the hotel owner for Wyndham's failure to achieve
certain performance standards, in connection with the owner's sale of the hotel
to a third party, upon the owner's default on indebtedness encumbering the
property and/or upon a foreclosure of the property. Other grounds for
termination include the hotel owner's election to close the hotel and certain
business combinations involving the Company in which the Wyndham name or its
current management team does not survive. In the event a management contract is
terminated for certain reasons, most management contracts require the owner to
pay a termination fee that is generally based upon a multiple of the average
monthly management fees under the contract depending on the remaining term of
the contract, hotel performance and other factors.
A majority of the management contracts include a provision restricting the
Company from managing, operating or investing in other hotels within a
competitive geographical region, usually within a five mile radius of the hotel
subject to the management contract. While some of these non-competition clauses
restrict the Company's involvement in any hotel within the covered region, many
of the clauses limit competition only with respect to hotels similar to the
hotel subject to the restriction.
Pursuant to the terms of the management contracts relating to the Wyndham
Sugar Bay Resort and the Sheraton Valley Forge, the Company has been notified
that the owners of such hotels have elected to terminate such contracts
effective in June 1996 and on May 31, 1996, respectively, as a result of the
sale of such hotels by such owners.
LONG-TERM HOTEL LEASES
Following the Offering, the Company will lease and operate 12 hotels. See
"The Formation and the Financing Plan." GHALP has historically owned 11 Wyndham
Garden Hotels (the "GHALP Properties"). A 30% interest in GHALP was owned by a
partnership owned by certain Crow Family Members and the Senior Executive
Officers, and the remaining 70% was held by an unaffiliated third party. On May
2, 1996, Crow Family Members and the Senior Executive Officers acquired the
remaining 70% ownership interest from the third party for a purchase price of
approximately $29.5 million. The $29.5 million purchase price was funded from
the proceeds of the sale of the GHALP Properties to HPT, a publicly traded REIT,
for $135.3 million, which properties were leased back pursuant to one or more
long-term leases (the "GHALP Lease") to GHALP II, the ownership of which mirrors
the ownership of GHALP. See "Pro Form Combined Financial Data." As part of the
Formation, the Company will succeed to GHALP II's leasehold interest in the
GHALP Lease and continue to manage the hotels. The Company also will succeed to
GHALP II's interest in $13.6 million of the purchase price that was deferred to
secure HPT's rights under the GHALP Lease (the "Retained Fund"). The initial
term of the GHALP Lease is approximately 17 years with renewals for four
consecutive 12 year terms exercisable at the Company's option for all, but not
less than all, 11 hotels. While HPT has retained the right to sell one or more
of these leased hotels to third parties (subject to the GHALP Lease), the
Company has a right of first refusal to acquire such property, which terms are
set forth in the GHALP Lease.
Rental payments under the GHALP Lease consist of minimum rent (the "Minimum
Rent"), payable monthly, and, commencing January 1997, additional rent (the
"Additional Rent"), which is based upon growth in revenues at the leased hotels.
The Minimum Rent for all of the leased hotels is $1,133,334 per month. The
Additional Rent will be equal to 8% of the amount, if any, by which the
consolidated total hotel sales (as defined in the GHALP Lease) for the 11 leased
hotels for the then current year to date exceeds the consolidated total hotel
sales for the corresponding period in 1996. The GHALP Lease allows the Company
to retain all of the benefit from any increase in operating income from these
properties during the term of the GHALP Lease, subject to the payment of
Additional Rent. All management fees due to the Company from these hotels are
subordinated to rent due to HPT.
The GHALP Lease is a triple net lease that will require the Company to
maintain the leased hotels in good condition and repair and in conformity with
all applicable legal requirements and to make or cause to be made all items of
maintenance, repair, replacement and alteration to the leased hotels as
necessary for such purposes. The Company has established a reserve account (the
"FF&E Reserve") and, throughout the lease term, the Company must add to the FF&E
Reserve at the end of each month an amount equal to 5% of total
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hotel sales during such month to be used for maintenance, repair, replacements
and alterations that are proposed by the Company and approved by HPT. Under
certain circumstances, HPT may be required to fund major repairs, in which event
the Minimum Rent will be increased by at least 10% of the amount funded. In
addition, the Company will be required to pay substantially all expenses
associated with the operation of the leased hotels, including all ground rent,
if applicable, real estate taxes and insurance. All personal property (except
motor vehicles and liquor licenses and permits) owned by the Company and used in
connection with the operation of the leased hotels, including personal property
purchased with funds from the FF&E Reserve, will be pledged to HPT to secure the
Company's obligations under the GHALP Lease. At the termination of the GHALP
Lease, any funds remaining in the FF&E Reserve and property purchased with funds
from the FF&E Reserve will be paid and title delivered to HPT as additional
charges. In addition, HPT has the option to purchase any personal property of
the Company located at, or used in connection with, the leased hotels at its
then net market value.
The Company's interest in the Retained Fund will be subject to offset if
the Company fails to perform its obligations under the GHALP Lease. The Retained
Fund, which will earn no interest on the Company's behalf, will be paid upon the
end of the GHALP Lease term provided that the Company has not defaulted under
the GHALP Lease. In addition, the Company has pledged to HPT a security interest
that will be subordinate to that of the lenders under the Revolving Credit
Facility of all of the capital stock of its subsidiary that is the lessee under
the GHALP Lease to secure the obligations under the GHALP Lease.
Under the GHALP Lease, the Company has agreed to indemnify HPT, the hotel
mortgagees and their agents and assigns against costs resulting from the
presence during the lease term of any hazardous substances in, upon or under the
soil or groundwater of the leased property or any properties surrounding the
leased property in violation of any law or regulation, provided that the costs
arise due to the failure by the Company to perform or comply in accordance with
all laws and orders applicable to the storage, use, maintenance, spillage,
disposition or transfer of hazardous substances or certain lease provisions
requiring notice of environmental-related events and activities to be given to
HPT, except to the extent such costs arise from the acts or omissions of HPT or
any other indemnified party or during any period that HPT is in possession of
the leased property. The Company also has agreed to indemnify HPT against
liabilities due to the Company's failure to perform or comply with the lease
agreement, any claims relating to the use, misuse or condition of the property
caused by the Company, the imposition of any taxes or assessments, or claims
arising from accidents, death or personal injury occurring at the leased
premises. HPT may terminate the lease upon an event of default, which includes:
the failure to pay rent; failure to maintain required insurance; an uncured
default by the Company of any of the terms of the lease agreement; an uncured
default under any of the leases constituting the GHALP Lease, the management
contracts relating to the properties and certain other related documents; the
loss of any material license or permit; any false or misleading material
representation or warranty made by the Company contained in the GHALP Lease or
certain other related documents; the Company not paying debts as they become due
or making a general assignment for the benefit of creditors; filings under any
federal or state bankruptcy or insolvency laws with respect to the Company; levy
upon or attachment of the Company's interest in the leased property; or the
tenant under the GHALP Lease at any time ceasing to be a wholly owned direct or
indirect subsidiary of the Company. HPT may cancel the Company's management
agreements related to these hotels in the event the GHALP Lease is in default.
Upon a termination due to an event of default, the Company is liable for the
rental payments that would have been payable for the remainder of the unexpired
term. If HPT re-lets the properties, however, the Company is liable for only the
difference between the proceeds from re-letting and proceeds that would have
been payable had the GHALP Lease remained in effect for the duration of the
term. In addition to damages that HPT may receive pursuant to the preceding
sentence as a result of the Company's default, HPT may elect to require the
Company to pay as final liquidated damages the amount of the excess of the lease
payments that would have been payable from the date of termination through the
unexpired term over the fair rental value of the properties for the same period.
Under the purchase contract relating to the sale of the GHALP Properties to
HPT, GHALP undertook to indemnify HPT against any liabilities arising out of
GHALP's actions in connection with the ownership or operation of the GHALP
Properties and any third party claims in connection with such properties
occurring
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prior to the consummation of the sale. In addition, HPT undertook to indemnify
GHALP against any liabilities arising out of HPT's actions in connection with
the ownership or operation of the GHALP Properties and any third party claims in
connection with such properties occurring after the sale. In connection with the
Formation, the Company will assume GHALP's rights and obligations under the
purchase contract. The Company also will assume the representations and
warranties made by GHALP under the purchase contract, including that, to GHALP's
knowledge, at the time of the agreement: no undisclosed conditions, agreements,
litigation or environmental liabilities existed that would materially and
adversely affect the properties or result in the imposition of a lien upon any
of the GHALP Properties; no taxes were delinquent; the properties had access to
sufficient utilities and services; the properties and the use and operation
thereof did not violate any material law; all material licenses and permits
necessary to the operation of the GHALP Properties were in effect; and the
copies of the ground leases delivered to HPT were true, valid and not in
default. Liability with respect to the representations and warranties will
survive for one year period following the closing of the sale.
The GHALP Lease restricts the Company from owning, building, franchising,
managing or operating any Wyndham Garden Hotel within a designated area
surrounding each respective GHALP Property during the lease term. Hotel products
other than Wyndham Garden Hotels are expressly excluded from this restriction.
The remaining leased hotel is leased to the Company from an unaffiliated
third party pursuant to a capitalized lease with a remaining term of 22 years.
The lease requires payment of base rent of $2,300,000 per year plus contingent
rent through 1999 of 20% of the amount net operating income before management
fees exceeds base rent plus the management fee and thereafter, 50% of such
amount.
FRANCHISING PROGRAM
The Company currently has three franchised Wyndham hotels operated by third
parties. See "-- The Company's Hotels." These franchises were each granted to
take advantage of a unique opportunity to extend the Wyndham brand name into an
attractive market.
The Company is in the process of developing a comprehensive franchise
program that it expects to complete in advance of the next hotel construction
cycle in the upscale full service segment of the lodging industry, which the
Company believes is a few years away. The Company anticipates that at such time,
it will be in a position to pursue selective franchise opportunities given
appropriate market conditions. The Company believes that newly constructed hotel
properties present the most attractive franchising opportunities because the
Company can control the quality and appearance of the hotel property through
up-front construction and performance criteria. By imposing standard design
requirements, the Company is able to influence strongly the guest experience,
which is crucial to maintaining the quality and identity of a Wyndham brand
hotel. The Company expects that its franchise program also would emphasize
strong control over hotel operations, as well as marketing and advertising, in
order to ensure that franchised hotels achieve the same high standards as
Wyndham brand hotels managed by the Company.
The Company is aware that the owners (or their affiliates) of two of the
Company's franchised hotels (Wyndham Austin and Wyndham San Antonio) have
acquired the Omni Hotel Company. The franchise agreements for the Wyndham Austin
and the Wyndham San Antonio are terminable upon 30 days written notice. While
the Company has not received written notice of termination, there can be no
assurance that such franchise agreements will not be terminated.
COMPETITION
The lodging industry is highly competitive. Wyndham competes in the upscale
segment of the lodging industry. The Company's hotels compete with other
national limited and full service hotel companies, as well as with various
regional and local hotels. Some of the larger hotel chains with which the
Company competes include Marriott, Sheraton, Hyatt, Hilton and Embassy Suites. A
number of the Company's competitors are larger, operate more hotels and have
substantially greater financial and other resources than the Company. In
addition, some of the Company's competitors operate hotel properties that have
locations superior to those of the Company's hotels. Competitive factors in the
lodging industry include room rates, quality of accommoda-
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tions, name recognition, service levels and convenience of location. There can
be no assurance that demographic, geographic or other changes in markets in
which the Company's hotels are located will not adversely affect the convenience
or desirability of certain of the Company's hotels. Furthermore, there can be no
assurance that new or existing competitors will not significantly lower rates or
offer greater conveniences, services or amenities or significantly expand or
improve facilities in a market in which the Company's hotels compete, thereby
adversely affecting the Company's results of operations. See "Risk
Factors -- Competition in the Lodging Industry."
The Company also competes for management contract, acquisition,
development, lease, franchise and other expansion opportunities. The Company
competes for these expansion opportunities with national and regional hotel
companies, some of which have greater financial and other resources than the
Company. Competitive factors for expansion opportunities include relationships
with hotel owners and investors, the availability of capital, financial
performance, management fees, lease payments, brand name recognition, marketing
support, reservation system capacity, and the willingness to provide funds in
connection with new management and lease arrangements. The Company's failure to
compete successfully for expansion opportunities or to attract and maintain
relationships with hotel owners and investors could adversely affect the
Company's results of operations. See "Risk Factors -- Risks Associated with
Expansion -- Competition for Expansion Opportunities."
EMPLOYEES
At December 31, 1995, Wyndham had approximately 190 employees at the
corporate level and approximately 11,210 employees (including part-time and
seasonal employees) at hotel properties managed by the Company.
Employees at five of the Company's managed hotels currently are represented
by a labor union. Management believes its ongoing labor relations to be good.
The collective bargaining agreement with employees at the Wyndham Kingston Hotel
expired in July 1995, and the Company is currently negotiating to extend that
agreement. The collective bargaining agreement with hotel employees at the
Wyndham Aruba Beach Resort and Casino expires in May 1996, and the Company is
beginning negotiations to extend the agreement.
TRADEMARKS
The service marks "Wyndham" and "Wyndham Garden" are material to the
Company's business. The Company has filed an application with the United States
Patent and Trademark Office (the "USPTO") for registration of each of the
Wyndham service marks. The Company also has filed an application with the USPTO
for registration of the Wyndham "W" logo, the "The Right Way. The Wyndham Way"
slogan, the Company's 800-WYNDHAM reservation number and certain other marks as
service marks. In addition, the Company has registered "Wyndham Garden" and
"Triple Upgrade" as service marks with the USPTO. The Company also claims common
law service mark rights in the foregoing marks as well as certain other marks.
The Company has registered "Wyndham" and "Wyndham Garden" as service marks in
various states and "Wyndham" and "Wyndham Garden" as service marks in Puerto
Rico and various foreign countries.
The Company's application to register "Wyndham" also claims exclusive use
of this mark with the exception of two areas in which the Company is aware of
prior uses of the "Wyndham" mark by hotel operators that have no existing or
historical relationship with the Company. One of these hotels is located in
Ambler, Pennsylvania, and the other is located in Manhattan (the "Mados Wyndham
Hotel"). The Company has not used the Wyndham name in connection with the
operation of a Wyndham hotel in either of these areas.
In June 1992, the managers and lessees of the Mados Wyndham Hotel, John and
Suzanne Mados (the "Madoses"), registered the name "Wyndham Hotel" with the New
York Secretary of State pursuant to a New York State statute which provides that
the owner or operator of a hotel in the State of New York may register the name
of a hotel and such registration grants the exclusive right to use the name in
the State of New York. No reported cases to date indicate how New York courts
will interpret the scope of the rights
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created by the New York statute, and, therefore, it is not currently known
whether the Madoses' registration pursuant to the statute could prevent the
Company from operating a Wyndham brand hotel anywhere in the State of New York.
In February 1993 and June 1995, respectively, the current owners of the
Mados Wyndham Hotel, Yassky-Wyndham Partnership ("Yassky"), filed Notices of
Opposition to the Company's applications with the USPTO for registration of
"Wyndham" and "Wyndham Garden," as service marks, claiming prior use of the
"Wyndham" mark and requesting that Wyndham's registrations be denied. The
Company subsequently entered into a settlement agreement with Yassky pursuant to
which Yassky assigned to the Company all of its rights in the "Wyndham" mark
throughout the world with the exception of 11 New York State counties
surrounding the Mados Wyndham Hotel, including New York County. In addition,
Yassky withdrew its Notices of Opposition to the Company's federal applications
for registration of the "Wyndham" and "Wyndham Garden" marks. Pursuant to the
settlement agreement, the Company must pay a royalty to Yassky if it undertakes
the operation of a Wyndham brand hotel in any of the 11 counties identified in
the agreement.
In June 1995, the Madoses filed a late Notice of Opposition to the
Company's application for federal registration of the "Wyndham" mark, also
claiming prior use of the "Wyndham" mark and requesting that Wyndham's
registration be denied. There has been no determination as to whether the
Trademark Trial and Appeal Board will accept the untimely Notice of Opposition,
and, if accepted, what the resulting impact would be on the Company's
application for registration.
The Company does not believe that the Madoses' federal and common law
rights to use the Wyndham name will prevent the Company's application for
registration of exclusive use of the "Wyndham" mark throughout the country with
the exception of the area surrounding the Mados Wyndham Hotel. In addition,
because of national recognition of the Wyndham name as a result of the Company's
operations, the Company believes that it has substantial common law rights to
the "Wyndham" marks in many areas throughout the country. It is likely, however,
that the Madoses' prior operation of the Mados Wyndham Hotel will prevent the
Company from operating Wyndham brand hotels or advertising the Wyndham brand
name in connection with the operation of a Wyndham brand hotel within a
geographic area within the borough of Manhattan or possibly within a 50 mile
radius of the Mados Wyndham Hotel. For further information relating to disputes
involving the "Wyndham" mark, see "-- Legal Proceedings" below.
LEGAL PROCEEDINGS
On June 29, 1992, the Madoses, who lease and manage the Mados Wyndham
Hotel, filed a lawsuit in the New York Supreme Court, County of New York,
against Wyndham Hotel Company, Wyndham Hotel Company, Ltd., Wyndham Hotel
Management Corporation d/b/a Wyndham Hotels & Resorts (referred to herein as
"Old Wyndham") and Yassky. The lawsuit seeks a declaratory judgment that, based
on their prior use of the Wyndham name, the Madoses possess the exclusive right
to use the Wyndham name and mark in connection with the operation of a hotel in
New York City or within a 50 mile radius thereof. Old Wyndham acknowledges that
use of the Wyndham name in connection with the operation of the Mados Wyndham
Hotel has created certain service mark rights in a geographic area within the
borough of Manhattan, but denies the Madoses' claim to exclusive use of the
Wyndham name within a 50 mile radius of the Mados Wyndham Hotel. The suit also
seeks an injunction enjoining Old Wyndham from using the "Wyndham" mark in
connection with the advertisement, promotion, management or operation of a hotel
in New York City or within a 50 mile radius thereof.
On January 29, 1996, the court issued a temporary restraining order, which,
as modified in a subsequent opinion, prohibits the Company from operating a
Wyndham brand hotel or advertising the Wyndham name in connection with the
operation of a Wyndham brand hotel in the borough of Manhattan or within a 50
mile radius (within the State of New York) of the Mados Wyndham Hotel pending
the outcome of the lawsuit. The court also granted Old Wyndham's motion for an
accelerated trial date.
It is possible that the Company could be named as a defendant in this
litigation or that additional proceedings could be instituted against the
Company. An adverse decision in the litigation could prevent the
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Company from operating Wyndham brand hotels or advertising the Wyndham name in
connection with the operation of a Wyndham brand hotel within a geographic area
within the borough of Manhattan or possibly within a 50 mile radius of the Mados
Wyndham Hotel. In addition, an adverse decision in the litigation or a delay in
the resolution of the lawsuit beyond the anticipated Fall 1996 opening date for
the Company's La Guardia hotel would require the Company to open such hotel
under a brand name other than Wyndham or Wyndham Garden. It is management's
opinion, based on legal counsel, that the losses resulting from the ultimate
resolution of the aforementioned claim are not estimable. For further
information relating to disputes involving the "Wyndham" mark, see
"-- Trademarks" above.
The Tampa Region of the Florida Department of Revenue (the "FDR") has
asserted that the Company may be liable for sales and use tax as a result of the
Company's management of the Wyndham Harbour Island Hotel ("Harbour Island") in
Tampa, Florida. The FDR recently performed an audit of Harbour Island covering
the period from August 1990 through June 1995. On the basis of the audit, the
FDR made a determination that the Company owed approximately $1 million
(including penalties and interest) in taxes for such period. The Company
believes that it has meritorious defenses with respect to the amount claimed by
the FDR and is providing information with respect to the FDR's assertion for the
audit period. The owners of Harbour Island have agreed to indemnify the Company
with respect to any additional sales and use tax paid by the Company for the
audit period. The Company does not believe that the outcome of this matter will
have a material adverse effect on its financial condition. See Note 13 to the
Company's Combined Financial Statements.
On February 29, 1996, CHMC, certain predecessors in interest to the Company
and certain Crow Family Members were served with a complaint filed on November
22, 1995, by Allen-Williams V.I., Inc. ("Allen-Williams") in the District Court
of the Virgin Islands, Division of St. Croix. The claim involves collection on a
$1.0 million promissory note issued by a predecessor in interest to CHMC (the
"Promissory Note") and relates to earlier litigation between Allen-Williams and
CHMC. Allen-Williams alleges that a transfer of certain management contracts by
CHMC to the Old Management Company was a fraudulent conveyance that rendered
CHMC insolvent or unable to pay its liabilities under the Promissory Note and
that CHMC and the other named defendants engaged in certain misrepresentations,
including those resulting in certain violations of the Racketeer Influenced and
Corrupt Organizations Act ("RICO"). Allen-Williams seeks to set aside the
alleged fraudulent conveyance to the extent necessary to pay the indebtedness
owed by CHMC, plus damages (including punitive and treble damages). Liability
for payment of the Promissory Note was not transferred to or assumed by
predecessors to the Company. CHMC has agreed to indemnify the Company's
predecessors (and hence the Company) with respect to this litigation. The
Company does not believe that the outcome of this matter will have a material
adverse effect on its financial condition.
In addition to the above proceedings, the Company is involved in various
lawsuits arising in the normal course of business. The Company believes that the
ultimate outcome of such lawsuits and proceedings will not, individually or in
the aggregate, have a material adverse effect on the results of operations or
financial condition of the Company; however, there can be no assurance that this
will be the case.
INSURANCE
Each of the Company's hotels is covered by comprehensive insurance
policies, including liability, fire and extended coverage and, where applicable,
flood and earthquake coverage. The Company believes that such coverage is of the
type and amount customarily obtained by hotel owners. In addition, the Company
has the types of insurance coverage, including comprehensive general liability
and excess umbrella liability insurance, that it believes are appropriate for a
company in the hotel management business. Subject to the requirements of any
management contracts and the Revolving Credit Agreement to maintain certain
levels of insurance, the Board of Directors will use its discretion in
determining the amounts, coverage limits and deductibility provisions of
insurance, with a view to maintaining appropriate insurance coverage on the
Company's hotel properties at a reasonable cost and on suitable terms. This
might result in insurance coverage that, in the event of a substantial loss,
would not be sufficient to pay the full current market value or current
replacement cost of a damaged property.
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The Company operates seven Wyndham brand hotel properties (six managed and
one leased) in the Los Angeles, California area that are currently insured
against earthquake damage under an insurance policy maintained by the Company.
The Company has been advised by its insurance underwriters, however, that if the
Company were to add an additional hotel in the Los Angeles area, it is possible
that the Company would not be able to obtain earthquake insurance for such hotel
under the Company's current policy. In such event, the Company would seek to
obtain separate earthquake coverage for the additional hotel, which may not be
economically feasible.
ENVIRONMENTAL MATTERS
Under various federal, state, local and foreign environmental laws,
ordinances and regulations, a current or previous owner or operator of real
property may be liable for the cost of removal or remediation of hazardous or
toxic substances on, under or in such property. Such laws often impose liability
without regard to whether the owner or operator knew of, or was responsible for,
the release of such hazardous or toxic substances. The presence of contamination
from hazardous or toxic substances, or the failure to remediate such
contaminated property properly, may adversely affect the owner's ability to sell
or rent such real property or to borrow using such real property as collateral.
Persons who arrange for the disposal or treatment of hazardous or toxic
substances also may be liable for the cost of removal or remediation of such
substances at the disposal or treatment facility, whether or not such facility
is or ever was owned or operated by such person. The operation and removal of
certain underground storage tanks also are regulated by federal and state laws.
In connection with the ownership and operation of its hotel properties,
including properties owned, as well as leased, managed, or franchised by the
Company, the Company could be held liable for the cost of remedial action with
respect to such regulated substances and storage tanks and claims related
thereto. In addition to clean-up actions brought by federal, state and local
agencies, the presence of hazardous or toxic substances on a hotel property also
could result in personal injury or similar claims by private plaintiffs. As the
current owner or long-term lessee of 18 hotel properties, as the manager of 47
hotel properties and as the franchisor of 3 hotel properties Wyndham, and any
subsidiary involved in the ownership, leasing, management or franchising of
hotel properties, will be subject to this full range of environmental issues and
potential liability.
To manage some of these risks, Wyndham provides in nearly all of its
management contracts that the owner of the hotel indemnifies Wyndham against any
environmental liabilities, except any caused by varying degrees of Wyndham's
negligence or by Wyndham's willful misconduct or willful violation of legal
requirements. See "-- Management Contracts."
Under the GHALP Lease, the Company has agreed to indemnify HPT, the hotel
mortgagees and their agents and assigns against costs resulting from the
presence during the lease term of any hazardous substances in, upon or under the
soil or groundwater of the leased property or any properties surrounding the
leased property in violation of any law or regulation, provided that the costs
arise due to the failure by the Company to perform or comply in accordance with
all laws and orders applicable to the storage, use, maintenance, spillage,
disposition or transfer of hazardous substances or certain lease provisions
requiring notice of environmental-related events and activities to be given to
HPT, except to the extent such costs arise from the acts or omissions of HPT or
any other indemnified party or during any period that HPT is in possession of
the leased property.
Periodically, the Company may agree to indemnify lenders of non-recourse
indebtedness secured by certain hotel properties against liabilities arising
from violations of environmental laws or regulations.
The Company recently received environmental site assessments, which
generally include a physical inspection, but in most instances no soil or
groundwater analyses, on 18 hotel properties owned or leased by the Company (the
"Recent Environmental Assessments").
In addition to the 18 Recent Environmental Assessments, the Company
previously received other environmental information with respect to some but not
all of the 18 hotel properties owned or leased by it prior to acquiring an
interest in the property and the Company also received environmental information
concerning some, but not all, of the managed or franchised properties prior to
entering into management or franchising contracts with respect to these
properties. (collectively, the "Prior Environmental Information").
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Asbestos-containing building materials ("ACM") are present in several of
the hotel buildings owned, operated, or managed by the Company. The Company has
an operations and maintenance plan in place, or is in the process of
implementing a plan, establishing operating procedures with respect to such
ACMs. The Company believes that these materials are currently adequately managed
and contained and that any cost related to managing or disposing of ACM will not
have a material adverse effect on the Company.
Some of the properties owned, operated or managed by the Company are on,
adjacent to or near properties that have contained in the past or currently
contain underground and/or above-ground storage tanks used to store regulated
substances such as petroleum products or other hazardous or toxic substances.
Some of the properties owned, operated or managed by the Company are in the
vicinity of properties which are currently or have been subject to releases of
regulated substances and remediation activity, and the Company is currently
aware of several properties owned, operated or managed by the Company which may
be impacted by regulated substances which may have migrated from adjacent or
nearby properties or which may be within the borders of areas suspected to be
impacted by regional groundwater contamination. In addition, the Company is
aware of the presence or the potential presence of regulated substances in the
soil or groundwater at several properties owned, operated or managed by it which
may have resulted from historical or ongoing activities on those properties.
Based on the information available to date, the Company believes that the
environmental issues described above will not have a material adverse effect on
the Company.
The Recent Environmental Assessments and the Prior Environmental
Information do not constitute an assurance or guarantee by the Company or any
other person as to the presence or absence of any type of environmental problem
in, on, under or around the hotel properties. Also, on many of the managed and
franchised properties, the Company has not performed or received the results
from any environmental investigations. Given the specific nature and limited
scope of the environmental information obtained by the Company to date, the
environmental issues described above may be more severe than indicated and
environmental problems may exist that have not been uncovered.
As a result of the foregoing limitations on performing environmental
investigation and due to the fact that Environmental Laws and conditions are
subject to frequent change, there can be no assurance that environmental
liabilities or claims will not adversely affect the Company in the future.
GOVERNMENT REGULATION
The hotel industry is subject to numerous federal, state and local
government regulations, including those relating to the preparation and sale of
food and beverages (such as health and liquor license laws) and building and
zoning requirements. The Company also is subject to laws governing its
relationship with employees, including minimum wage requirements, overtime,
working conditions and work permit requirements. In addition, the Company is
subject to federal regulations and certain state laws that govern the offer and
sale of franchises. The Company believes that it has the necessary permits and
approvals to operate each of its hotels and their respective businesses.
Under the Americans with Disabilities Act of 1990 (the "ADA"), all public
accommodations are required to meet certain federal requirements related to
access and use by disabled persons. While the Company believes that its hotels
are substantially in compliance with these requirements, a determination that
the Company is not in compliance with the ADA could result in the imposition of
fines or an award of damages to private litigants. While the Company may be
required to incur additional costs of complying with the ADA in the future, the
Company does not expect such costs to have a material adverse effect on the
Company's financial condition or results of operations.
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MANAGEMENT
DIRECTORS AND EXECUTIVE OFFICERS
Set forth below is information concerning the directors, director nominees
and executive officers of the Company:
<TABLE>
<CAPTION>
NAME AGE POSITION WITH COMPANY
- ------------------------------ --- -----------------------------------------------
<S> <C> <C>
James D. Carreker............. 48 President, Chief Executive Officer and Director
Leslie V. Bentley............. 45 Executive Vice President and Wyndham Garden
Division President
Eric A. Danziger.............. 44 Executive Vice President and Wyndham Hotels and
Resorts Division President
Anne L. Raymond............... 38 Executive Vice President, Chief Financial
Officer and Director
Stanley M. Koonce, Jr......... 47 Executive Vice President -- Marketing, Planning
and Technical Services
Carla S. Moreland............. 36 Vice President -- General Counsel and Secretary
Glen H. Griffith.............. 61 Vice President -- Chief Information Officer
John vanHartesvelt............ 43 Vice President -- Development
Edward L. Stahl............... 52 Vice President -- Marketing
Susan R. Bolger............... 42 Vice President -- Human Resources
John P. Klumph................ 40 Vice President -- Corporate Controller
John J. Kelly................. 47 Vice President -- Technical Services
Harlan R. Crow................ 46 Director
Daniel A. Decker.............. 45 Director
Susan T. Groenteman........... 41 Director
Robert A. Whitman............. 42 Director
</TABLE>
JAMES D. CARREKER has served as President and Chief Executive Officer of
the Company since May 1988 and as a director of the Company since February 1996.
He also served as Chief Executive Officer of Trammell Crow Company, an
affiliated entity and national real estate company, from August 1994 to December
1995. Prior to 1988, Mr. Carreker served as President of Burdine's, the Miami
based division of Federated Department Stores.
LESLIE V. BENTLEY has been employed by the Company since March 1985 and has
served as Executive Vice President and Wyndham Garden Division President of the
Company since May 1990. From January 1987 to June 1988, Mr. Bentley served as
Regional Vice President of the Company. From June 1988 to December 1988, Mr.
Bentley served as Vice President of Operations of the Company, and from December
1988 to May 1990, he served as Senior Vice President of Operations of the
Company. Prior to joining the Company, Mr. Bentley was employed by Marriott
Hotels for eight years.
ERIC A. DANZIGER has served as Executive Vice President and Wyndham Hotels
and Resorts Division President of the Company since August 1990. Prior to
joining the Company, Mr. Danziger served as Senior Vice President of Operations
of MetHotels, Inc. from December 1979 to August 1990, where he oversaw
operations of all Doubletree and Compri hotels. Prior to his 11 years with
Doubletree, Mr. Danziger held various management positions with several hotel
companies, including the Opryland Hotel in Nashville, Tennessee, Sheraton
Hotels, Adams Mark and Fairmont Hotels.
ANNE L. RAYMOND joined the Company in 1983 as Controller and served in that
and other financial capacities through September 1987. From September 1987 to
July 1994, she served as Investment Manager for Crow Family Holdings, an
affiliated entity, where her responsibilities included managing and overseeing
Crow Family Holdings' interests in the Trammell Crow Company, an affiliated
entity, and Wyndham. Upon the formation of the Crow Investment Trust in August
1994, Ms. Raymond was named Director -- Capital Markets thereof and had
responsibility for developing and maintaining investment relationships with real
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estate capital sources. In March 1995, Ms. Raymond officially rejoined the
Company as Executive Vice President and Chief Financial Officer, and was elected
a director of the Company in April 1996.
STANLEY M. KOONCE, JR. has served as Executive Vice President -- Marketing,
Planning and Technical Services of the Company since October 1994 and served as
Senior Vice President of Sales and Marketing of the Company from October 1989 to
October 1994. Mr. Koonce served as President of CUC Travel Services, a division
of CUC International, in Stamford, Connecticut from 1986 to 1989, as Vice
President of the Marketing Department with American Express from 1979 to 1986
and as a Director of Finance and Planning for American Airlines from 1976 to
1979.
CARLA S. MORELAND has served as Vice President -- General Counsel of the
Company since April 1994 and as Secretary since March 1996. From 1988 to 1994,
Ms. Moreland practiced law with Weil, Gotshal & Manges in Dallas, Texas, and
from 1984 through 1987, she practiced law with Freytag, Perry, LaForce,
Rubinstein & Teofan in Dallas, Texas.
GLEN H. GRIFFITH has served as Vice President -- Chief Information Officer
of the Company since March 1995. He has also served as Chief Information Officer
of Trammell Crow Company, an affiliated entity, and national real estate
company, since March 1995. From 1985 to March 1994, Mr. Griffith served as Chief
Executive Officer of Federated Systems Group, a division of Federated Department
Stores. From 1983 to 1985, Mr. Griffith served as Senior Vice President -- MIS
for both Sanger Harris Department Stores in Dallas, Texas and Burdine's
Department Stores in Miami, Florida, and from 1974 to 1983, he served as Senior
Vice President of Sanger Harris Department Stores in Dallas, Texas.
JOHN VANHARTESVELT has served as Corporate Vice President in charge of
Development of the Company since July 1990. Mr. vanHartesvelt served as Vice
President -- Development of the Company from February 1989 to July 1990, as Vice
President of Planning and Development of Residence Inn from 1982 to 1984, as
founder and President of Hawthorn Suites from 1984 to 1986, and as President of
Eagle Hotel Group, Inc. from 1986 to 1989. Mr. vanHartesvelt also served as a
consultant for Laventhol & Horwath in Dallas, Texas for five years.
EDWARD L. STAHL has served as Vice President -- Marketing of the Company
since December 1995. From 1986 to 1995, Mr. Stahl served as Vice President of
Advertising and Marketing Programs for the Sheraton Corporation, where he
directed Sheraton's corporate advertising, Frequent Traveler and Partner
Marketing Programs. From 1979 to 1986, Mr. Stahl served as Vice President of
Consumer Marketing for Epsilon Data Management in Burlington, Massachusetts.
From 1975 to 1979, Mr. Stahl held several marketing management positions with
both Holiday Inns, Inc. and United Airlines.
SUSAN R. BOLGER has served as Vice President -- Human Resources of the
Company since November 1994. From 1992 to 1994, Ms. Bolger served as Vice
President of Human Resources for Arrow Industries, a Con Agra Subsidiary. From
1986 to 1992, Ms. Bolger served as Vice President of Human Resources and
Corporate Services for Aetna and Partners National Health Plans, a managed care
health services organization. From 1979 to 1986, Ms. Bolger served as Director
and Vice President of Human Resources of Pearle Vision, Inc., a division of G.
D. Searle.
JOHN P. KLUMPH has been employed by the Company since February 1988 and has
served as Vice President -- Corporate Controller of the Company since 1989.
Prior to joining the Company, Mr. Klumph served as Director of Hotel Accounting
for Lincoln Hotel Company in Dallas, Texas from 1986 to 1988 and as Controller
and Assistant Controller for the Sheraton Corporation in Washington D.C. from
1982 to 1986.
JOHN J. KELLY has served as Vice President -- Technical Services since
February 1996. From 1992 to January 1996, Mr. Kelly was Vice President of
Marketing for the Orlando office of McDevitt Street Bovis, Inc., a national
construction company, where he had responsibility for managing the marketing and
operations of the hospitality group. Mr. Kelly served as Director of
Construction for ITT Sheraton Corporation from 1989 to 1992, and as Vice
President of Design & Construction for Ramada International from 1987 until
1989. Mr. Kelly served in a variety of positions within Holiday Corporation from
1973 until 1987, and was the Vice President of Construction Management for
Holiday Corporation from 1983 to 1987.
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HARLAN R. CROW is a director of the Company. Mr. Crow is the chief
executive officer of Crow Family Holdings, an investment company managing
investments in a variety of real estate related and other businesses, a position
he has held since 1986. Prior to 1986, Mr. Crow was a Regional Partner in the
office building unit of Trammell Crow Company, a commercial real estate
management and development company. Mr. Crow is a former member of the Board of
Directors of Texas Commerce Bancshares, a banking institution. In any given year
within the past five years, Mr. Crow has indirectly owned interests in over
1,000 partnerships (or affiliates of partnerships) or corporations. In the past
five years, Mr. Crow was a general partner, officer or director in approximately
75 partnerships or corporations, or affiliates of such partnerships or
corporations, that filed for protection under federal bankruptcy laws. In
addition, in the past five years, Mr. Crow was a general partner, executive
officer or director in approximately 15 partnerships or corporations, or
affiliates of such partnerships or corporations, that were placed in
receivership.
DANIEL A. DECKER is a director of the Company. Mr. Decker has been a
partner of Hampstead since 1990. Prior to 1990, Mr. Decker was a partner in the
Dallas law firm of Decker, Hardt, Kopf, Harr, Munsch & Dinan, P.C. Mr. Decker
was a director of Forum Group from June of 1993 until March of 1996. Mr. Decker
has been a director of Bristol since February 1995 and will resign from that
position immediately prior to the consummation of the Offerings.
SUSAN T. GROENTEMAN is a director of the Company. Ms. Groenteman is the
Director (chief operating officer) of Crow Family Holdings, an investment
company managing investments in a variety of real estate related businesses,
along with other industries, a position she has held since 1988. From 1986
through 1988, Ms. Groenteman was Controller of Crow Family Holdings. Ms.
Groenteman served in a variety of positions for Crow Hotel Company, a
predecessor to the Company. In any given year within the past five years, Ms.
Groenteman has served as an executive officer or director in over 1,000
partnerships (or affiliates of partnerships) or corporations. In the past five
years, Ms. Groenteman has served as an executive officer or director of
approximately 75 partnerships or corporations, or for affiliates of such
entities, that filed for protection under federal bankruptcy laws. In addition,
in the past five years, Ms. Groenteman served as an executive officer or
director in approximately 15 partnerships or corporations, or affiliates of such
partnerships or corporations, that were placed in receivership.
ROBERT A. WHITMAN is a director of the Company. Mr. Whitman has since 1991
been President and Co-Chief Executive Officer of Hampstead, an investment firm,
which indirectly through Bedrock is a significant stockholder of the Company, as
well as being a stockholder of Bristol Hotel Company, a company listed on the
New York Stock Exchange ("Bristol"), and other companies not involved in the
lodging business. See "Risk Factors -- Conflicts of Interest,"
"Business -- Growth Strategy," "Certain Relationships and Transactions" and
"Principal Stockholders." Prior to 1991, Mr. Whitman served as the Managing
Partner and Chief Executive Officer of Trammell Crow Ventures, the real estate
investment, banking and investment management unit of Trammell Crow Company,
and, from 1988 to 1992, Mr. Whitman also served as Chief Financial Officer for
Trammell Crow Company, an affiliated entity. Mr. Whitman is a director of Forum
Group, Inc., a company traded on the Nasdaq Stock Market that is engaged in the
ownership and operation of senior living facilities. Mr. Whitman has been a
Director and Vice Chairman of the Board of Bristol since February 1995 and will
resign from that position immediately prior to the consummation of the
Offerings.
Pursuant to the terms of the Stockholders' Agreement, the Crow Family
Members, Senior Executive Officers, WEL and Ms. Groenteman on the one hand, and
Bedrock on the other hand, agree to allocate between themselves the right to
nominate directors to serve on the Company's Board of Directors (and its
constituent committees) based on their proportionate ownership of shares of
Common Stock. See "Description of Capital Stock -- Stockholders' Agreement."
The Company's Certificate of Incorporation and By-laws provide for three
classes of directors. Messrs. Crow and Carreker are the Class I directors and
will serve until the meeting of stockholders in 1997; Ms. Groenteman and Mr.
Whitman are the Class II directors and will serve until the meeting of
stockholders in 1998; and Ms. Raymond and Mr. Decker are the Class III directors
and will serve until the meeting of stockholders in 1999. One Independent
Director will be appointed to each Class of the Board of Directors.
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After these directors' initial terms expire, newly elected directors shall serve
for a three year term or until their successors are duly elected and qualified.
The Company's Board of Directors intends to appoint three additional
directors that will be Independent Directors. Pursuant to the terms of the
Stockholders' Agreement, the Board members originally nominated by Crow Family
Members, Senior Executive Officers, WEL and Ms. Groenteman are entitled to
appoint two Independent Directors, and the Board members originally nominated by
Bedrock will be entitled to appoint one Independent Director. See "Description
of Capital Stock -- Stockholders' Agreement." The Company expects that at least
one of these directors will be appointed within 90 days following the Offering,
and that the remaining two directors will be appointed within one year of the
Offering. Immediately following the appointment of the second Independent
Director, the Board of Directors will establish an Audit Committee.
COMPENSATION AND OTHER COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 1995, the Company had no Compensation Committee or other committee
of the Board of Directors performing similar functions. Decisions concerning the
compensation of executive officers, including that of Mr. Carreker, were
collectively made by Messrs. Carreker and Crow. The Board of Directors intends
to establish a Compensation Committee shortly following completion of the
Offering.
Certain directors or director nominees are parties to transactions with the
Company, as described under the caption "Certain Relationships and Transactions"
below.
EXECUTIVE COMPENSATION
The following table sets forth summary information for 1995 regarding the
compensation awarded to, earned by, or paid to the Chief Executive Officer of
the Company and the four other most highly compensated executive officers of the
Company whose total annual salary and bonus earned during such period exceeded
$100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION(1)
NAME AND ----------------------- ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION(2)
- ------------------------------------------- ---- -------- -------- ---------------
<S> <C> <C> <C> <C>
James D. Carreker.......................... 1995 $200,000(3) $ 90,000(4) $ 385
President, Chief Executive Officer
and Director
Leslie V. Bentley.......................... 1995 $200,000 $120,000 $ 3,000
Executive Vice President and Wyndham
Garden Division President
Eric A. Danziger........................... 1995 $200,000 $ 90,000 $ 609,967(5)
Executive Vice President and Wyndham
Hotels and Resorts
Division President
Stanley M. Koonce, Jr...................... 1995 $175,000 $ 68,250 $ 3,000
Executive Vice President -- Marketing,
Planning and Technical Services
Anne L. Raymond............................ 1995 $161,827(6) $ 75,000 $ 678,748(5)
Executive Vice President,
Chief Financial
Officer and Director
</TABLE>
- ---------------
(1) None of the named executive officers received any perquisites or other
personal benefits in 1995 that in the aggregate exceeded the lesser of
$50,000 or 10% of such named executive officer's salary and bonus for such
year.
(2) Consists of contributions by the Company to the Company's 401(k) plan.
(3) Mr. Carreker also served throughout 1995 as Chief Executive Officer of
Trammell Crow Company, an affiliated entity and national real estate
company, and was compensated separately by Trammell Crow Company for such
services.
(4) Mr. Carreker has voluntarily elected to return to the Company $12,000 of
such bonus through equal monthly reductions to his 1996 salary.
(5) Non-cash compensation was reported and recorded for Mr. Danziger and Ms.
Raymond in the amounts of $606,967 and $678,748, respectively, reflecting
compensation relating to equity participation in the Old Management Company
and other affiliated entities, which equity was purchased at fair market
value. In accordance with generally accepted accounting principles, in 1995
no equity participation compensation expense was required to be reported or
recorded for Messrs. Carreker, Bentley or Koonce.
(6) Ms. Raymond rejoined the Company on March 1, 1995 and her 1995 compensation
therefore reflects only 10 months of service to the Company.
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1996 LONG TERM INCENTIVE PLAN
Scope. The Board of Directors and stockholders of the Company have approved
the Wyndham Hotel Corporation 1996 Long Term Incentive Plan (the "Incentive
Plan"). The Incentive Plan authorizes the granting of incentive stock options
and non-qualified stock options to purchase Common Stock, stock appreciation
rights, restricted stock and performance units, to key executives and other key
employees of the Company, including officers of the Company and its
subsidiaries. The purpose of the Incentive Plan is to attract and retain key
employees, to motivate key employees to achieve long-range goals and to further
identify the interests of key employees with those of the other stockholders of
the Company.
The Incentive Plan authorizes the award of 2,133,811 shares of Common Stock
to be used for stock options, stock appreciation rights or restricted stock. If
an award made under the Incentive Plan expires, terminates or is forfeited,
cancelled or settled in cash, without issuance of shares of Common Stock covered
by the award, those shares will be available for future awards under the
Incentive Plan. The Incentive Plan will terminate on December 31, 2005.
Administration. The Incentive Plan will be administered by the Board of
Directors or, if directed by the Board of Directors, the Compensation Committee
or any successor thereto of the Board of Directors of the Company (the Board of
Directors or, if applicable, the Compensation Committee is referred to herein as
the "Compensation Committee"). Subject to the provisions of the Incentive Plan,
the Compensation Committee will have the authority to select employees to
receive awards, to determine the time or times of receipt, to determine the
types of awards and the number of shares covered by the awards, to establish the
terms, conditions and provisions of such awards, to determine the value of
performance units, and to cancel or suspend awards. In making such award
determinations, the Compensation Committee may take into account the nature of
services rendered by the employee, his or her present and potential contribution
to the Company's growth and success and such other factors as the Compensation
Committee deems relevant. The Compensation Committee is authorized to interpret
the Incentive Plan, to establish, amend and rescind any rules and regulations
relating to the Incentive Plan, to determine the terms and provisions of any
agreements made pursuant to the Incentive Plan and to make all other
determinations that may be necessary or advisable for the administration of the
Incentive Plan.
Eligibility. Executive and other key full-time employees of the Company and
its subsidiaries may be selected by the Compensation Committee to receive awards
under the Incentive Plan. The Incentive Plan provides that no more than 500,000
shares of Common Stock may be subject to awards granted per year to any one
employee participating in the Incentive Plan. In the discretion of the
Compensation Committee, an eligible employee may receive an award in the form of
a stock option, stock appreciation right, restricted stock award or performance
unit or any combination thereof, and more than one award may be granted to an
eligible employee.
Stock Options. The Incentive Plan authorizes the award of both incentive
stock options ("ISOs") and nonqualified stock options. Under the Incentive Plan,
an option may be exercised at any time during the exercise period established by
the Compensation Committee, except that: (i) no option may be exercised prior to
the expiration of six months from the date of grant; (ii) no option may be
exercised more than three months after employment with the Company or any of its
subsidiaries terminates by reason other than death, disability or authorized
leave of absence for military or government service; and (iii) no option may be
exercised more than one year after employment with the Company or any of its
subsidiaries terminates by reason of death or disability. The aggregate fair
market value (determined at the time of the award) of the Common Stock with
respect to which ISOs are exercisable for the first time by any employee during
any calendar year may not exceed $100,000. The term of each option is determined
by the Compensation Committee, but in no event may such term exceed 10 years
from the date of grant (or 5 years in the case of ISOs granted to stockholders
owning 10% or more of the Company's outstanding shares of Common Stock). The
exercise price of options is determined by the Compensation Committee, but the
exercise price of ISOs cannot be less than the fair market value of the Common
Stock on the date of the grant (or 110% of the fair market value of the Common
Stock on the date of grant in the case of ISOs granted to stockholders owning
10% or more of the Company's outstanding shares of Common Stock). The exercise
price of options may be paid in cash or, with the
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<PAGE> 101
Compensation Committee's approval, in shares of Common Stock. Grants of options
do not entitle any optionee to any rights as a stockholder, and such rights will
accrue only as to shares actually purchased through the exercise of an option.
The Company's Board of Directors expects to grant options to purchase an
aggregate of 797,700 shares of Common Stock under the Incentive Plan to certain
key personnel prior to the date of this Prospectus. The exercise price of all
such options will be equal to the initial public offering price set forth on the
cover page of this Prospectus. The Board of Directors expects to grant options
covering 130,000 shares of Common Stock to Mr. Carreker, and options covering
60,000 shares of Common Stock to each of Messrs. Bentley, Danziger and Koonce,
and Ms. Raymond, as part of the foregoing grant of options. All such options
will vest 20% on the third anniversary of the date of grant, 50% on the fourth
anniversary of the date of grant and 100% on the fifth anniversary of the date
of grant.
Stock Appreciation Rights. The Incentive Plan authorizes the grant of both
primary stock appreciation rights ("SARs") and additional SARs. Primary SARs may
be granted either separately or in tandem with options. Primary SARs entitle the
holder to receive an amount equal to the difference between the fair market
value of a share of Common Stock at the time of exercise of the SAR and the
option price (or deemed option price in the event of an SAR that is not granted
in tandem with an option), multiplied by the number of shares of Common Stock
subject to the option or deemed option as to which the SAR is being exercised
(subject to the terms and conditions of the option or deemed option). An SAR may
be exercised at any time when the option to which it related may be exercised
and will terminate no later than the date on which the right to exercise the
tandem option (or deemed option) terminates (or is deemed to terminate). The
participating employee has the discretion to determine whether the exercise of
an SAR will be settled in cash, in Common Stock (valued at its fair market value
at the time of exercise) or in a combination of the two, subject to the approval
of the Compensation Committee in certain circumstances. The exercise of an SAR
requires the surrender of the tandem option, if any, and the exercise of a stock
option requires the surrender of the tandem SAR, if any.
Additional SARs may be granted only in tandem with stock options and
entitle the holder to receive an amount equal to the difference between the fair
market value of a share of Common Stock on the date of exercise of the related
option and the option price, multiplied by the number of shares of Common Stock
subject to the option as to which the SAR is being exercised (subject to the
terms and conditions of the option), multiplied by a percentage factor ranging
from 10% to 100% (as determined either by the Compensation Committee at the date
of grant or by the formula established by the Compensation Committee at the date
of grant).
If an SAR, or the corresponding option with which the SAR was awarded, is
not exercised prior to the date that it ceases to be exercisable, then such SAR
generally shall be deemed exercised as of such date and shall be paid to the
employee in cash. No SAR may be exercised more than three months after
employment with the Company or any of its subsidiaries terminates by reason
other than death, disability or authorized leave of absence for military or
government service. No SAR may be exercised more than 12 months after the
holder's employment with the Company and its subsidiaries terminates by reason
of death or disability.
Restricted Stock. Restricted stock awards are grants of Common Stock made
to employees subject to a required period of employment following the award (the
"Restricted Period") and any other conditions established by the Compensation
Committee. An employee will become the holder of shares of restricted stock free
of all restrictions if he or she completes the Restricted Period and satisfies
any other conditions; otherwise, the shares will be forfeited. Under the
Incentive Plan, the Restricted Period may not be more than ten years. The
employee will have the right to vote the shares of restricted stock and, unless
the Compensation Committee determines otherwise, will have the right to receive
dividends on the shares during the Restricted Period. The employee may not sell,
pledge or otherwise encumber or dispose of restricted stock until the conditions
imposed by the Compensation Committee have been satisfied. The Compensation
Committee may accelerate the termination of the Restricted Period or waive any
other conditions with respect to any restricted stock.
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<PAGE> 102
Performance Units. Performance units are awards that entitle the holder to
receive a specified value for the units at the end of a performance period
established by the Compensation Committee if performance measures established by
the Compensation Committee at the beginning of the performance period are met.
Although the performance measures and performance period will be determined by
the Compensation Committee at the time of the award of performance units, they
may be subject to such later revision as the Compensation Committee deems
appropriate to reflect significant events or changes. If the employment of a
holder of a performance unit with the Company or a subsidiary terminates by
reason of death, disability or retirement, then the Company will pay the
employee or his or her beneficiary or estate the amount of the performance unit
earned as of the date of termination. If the employment of a holder of a
performance unit with the Company or a subsidiary terminates for any other
reason, then the performance units held by such holder will automatically be
forfeited.
Adjustments. In the event of any change in the outstanding shares of Common
Stock by reason of any stock dividend, split, spinoff, recapitalization, merger,
consolidation, combination, exchange of shares or other similar change, the
aggregate number of shares with respect to which awards may be made under the
Incentive Plan, and the terms and the number of shares of any outstanding
option, SAR, performance unit or restricted stock, may be equitably adjusted by
the Compensation Committee in its sole discretion.
Business Combinations. Unless provision is otherwise made in the terms of
the award granted by the Compensation Committee, or by the terms of the
agreement with respect to the business combination, in the event of a change in
control of the Company (as defined), all outstanding stock options, SARs,
restricted stock and performance units shall terminate, provided that the
holders of any options or SARs may exercise such awards to the extent then
vested immediately prior to any such event and the holders of any performance
units shall be entitled to the then vested values of such units as of such date.
Termination and Amendment. The Incentive Plan may be suspended, terminated
or amended by the Board of Directors, provided that, in the absence of
stockholder approval, no amendment of the Incentive Plan or action of the Board
of Directors may materially increase the total number of shares of Common Stock
with respect to which awards may be made under the Incentive Plan (except as
discussed in "Adjustments" above), change the exercise price of a stock option
or the base price of an SAR, materially modify the requirements as to
eligibility for participation in the Incentive Plan or materially increase the
benefits accruing to participants under the Incentive Plan. No amendment,
suspension or termination of the Incentive Plan may alter or impair any option,
SAR, share of restricted stock or performance unit previously awarded under the
Incentive Plan without the consent of the holder thereof.
Estimation of Benefits. The amounts that will be paid pursuant to the
Incentive Plan during fiscal 1996, as stock option awards to individuals and
groups are reflected in the following table.
<TABLE>
<CAPTION>
NAME AND POSITION STOCK OPTIONS
------------------------------------------------------------------------ -------------
<S> <C>
James D. Carreker (1)................................................... 130,000
President, Chief Executive Officer and Director
Leslie V. Bentley....................................................... 60,000
Executive Vice President and Wyndham Garden Division President
Eric A. Danziger........................................................ 60,000
Executive Vice President and Wyndham Hotels and Resorts Division
President
Anne L. Raymond (1)..................................................... 60,000
Executive Vice President, Chief Financial Officer and Director
Stanley M. Koonce, Jr................................................... 60,000
Executive Vice President -- Marketing, Planning and Technical Services
Executive Officer Group................................................. 370,000
Non-Executive Officer Employee Group.................................... 427,700
</TABLE>
- ---------------
(1) Mr. Carreker and Ms. Raymond are directors.
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<PAGE> 103
Federal Income Tax Consequences. The following summary of the federal
income tax consequences of the Incentive Plan is not comprehensive and is based
on current income tax laws, regulations and rulings. Optionees are urged to
consult their own tax advisors concerning the federal income tax consequences of
the Incentive Plan.
Incentive Stock Options. An optionee does not recognize income on the
grant of an incentive stock option. Subject to the effect of the
alternative minimum tax, discussed below, if an optionee exercises an ISO
stock option in accordance with the terms of the ISO and does not dispose
of the shares acquired within two years from the date of the grant of the
ISO nor within one year from the date of exercise, the optionee will not
realize any income by reason of the exercise and the Company will be
allowed no deduction by reason of the grant or exercise. The optionee's
basis in the shares acquired upon exercise will be the amount paid upon
exercise. Provided the optionee holds the shares as a capital asset, at the
time of sale or other disposition of the shares, his gain or loss, if any,
recognized on the sale or other disposition will be capital gain or loss.
The amount of his gain or loss will be the difference between the amount
realized on the disposition of the shares and his basis in the shares.
If an optionee disposes of the shares within two years from the date
of grant of the option or within one year from the date of exercise (an
"Early Disposition"), the optionee will realize ordinary income at the time
of such Early Disposition, which will equal the excess, if any, of the
lesser of (1) the amount realized on the Early Disposition or (2) the fair
market value of the shares on the date of exercise, over the optionee's
basis in the shares. The Company will be entitled to a deduction in an
amount equal to such income. The excess, if any, of the amount realized on
the Early Disposition of such shares over the fair market value of the
shares on the date of exercise will be long-term or short-term capital
gain, depending upon the holding period of the shares, provided the
optionee holds the shares as a capital asset at the time of Early
Disposition. If an optionee disposes of such shares for less than his basis
in the shares, the difference between the amount realized and his basis
will be a long-term or short-term capital loss, depending upon the holding
period of the shares, provided the optionee holds the shares as a capital
asset at the time of disposition.
The excess of the fair market value of the shares at the time the
incentive stock option is exercised over the exercise price for the shares
is an item of "tax preference" as such term is used in the Code (the "Stock
Option Preference").
Nonqualified Stock Options. Nonqualified stock options do not qualify
for the special tax treatment accorded to incentive stock options under the
Code. Although an optionee does not recognize income at the time of the
grant of the option, he recognizes ordinary income upon the exercise of a
nonqualified option in an amount equal to the difference between the fair
market value of the stock on the date of exercise of the option and the
amount of the exercise price. The optionee's basis in the shares acquired
will be the amount paid upon exercise. When the optionee disposes of such
shares, his gain or loss, if any, will be long-term or short-term capital
gain or loss, depending on the holding period of his shares. The amount of
his gain or loss will be the difference between the amount realized on the
disposition of the shares and his basis in the shares.
As a result of the optionee's exercise of a nonqualified stock option,
the Company will be entitled to deduct as compensation an amount equal to
the amount included in the optionee's gross income. The Company's deduction
will be taken in the Company's taxable year in which the option is
exercised.
The excess of the fair market value of the stock on the date of
exercise of a nonqualified stock option over the exercise price is not an
item of tax preference.
Appreciation Rights. Recipients of SARs do not recognize income upon
the grant of such an award. When a participant elects to receive payment
under an SAR, he recognizes ordinary income in an amount equal to the cash
and/or fair market value of shares received, and the Company is entitled to
a deduction equal to such amount.
Restricted Stock; Performance Units. Grantees of restricted stock and
performance units do not recognize income at the time of the grant of such
stock or units. However, when shares of restricted stock
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<PAGE> 104
become free from any restrictions or when performance units are paid,
grantees recognize ordinary income in an amount equal to the cash and the
fair market value of the stock on the date all restrictions are satisfied.
Alternatively, the grantee of restricted stock may elect to recognize
income upon the grant of the stock and not at the time the restrictions
lapse.
Taxation of Preference Items. Section 55 of the Code imposes an
alternative minimum tax equal to the excess, if any, of (1) 26% of the
optionee's "alternative minimum taxable income" that does not exceed
$175,000, plus 28% of his "alternative minimum taxable income" in excess of
$175,000, over (2) his "regular" federal income tax. Alternative minimum
taxable income is determined by adding the optionee's Stock Option
Preference and any other items of tax preference to the optionee's adjusted
gross income and then subtracting certain allowable deductions and an
exemption amount. The current exemption amount is $33,750 for single
taxpayers, $45,000 for married taxpayers filing jointly, and $22,500 for
married taxpayers filing separately. However, these exemption amounts are
phased out beginning at certain levels of alternative minimum taxable
income.
Change of Control. If there is an acceleration of the vesting of
benefits and/or an acceleration of the exercisability of stock options upon
a change of control (as defined in the Incentive Plan), all or a portion of
the accelerated benefits may constitute "excess parachute payments" under
Section 280G of the Code. The employee receiving an excess parachute
payment incurs an excise tax of 20% of the amount of the payment in excess
of the employee's average annual compensation over the five calendar years
preceding the year of the change of control, and the Company is not
entitled to a deduction for such payment.
401(K) SAVINGS PLAN
The Company sponsors a retirement plan called the Wyndham Employee Savings
& Retirement Plan (the "401(k) Plan"). The total 401(k) Plan assets as of
December 31, 1995 were valued at $8,356,808. The trustee for the 401(k) Plan is
CG Trust Company. The 401(k) Plan permits employees to direct investments of
their accounts among a selection of 6 mutual funds. The Company intends to amend
the 401(k) Plan in the near future to also permit employees to direct the
investment of some or all of their accounts to purchase shares of Common Stock,
and to permit the Company to make any contributions to the 401(k) Plan in the
form of Common Stock. Employees (including members of management) are eligible
to make voluntary contributions of up to fifteen percent (15%) of their
compensation under the 401(k) Plan. The Company is permitted to make a
discretionary contribution to the 401(k) Plan each fiscal quarter which will be
allocated among participants as a matching contribution based on their
contributions under the 401(k) Plan. The 401(k) Plan is intended to qualify as a
profit sharing plan under Sections 401(a) and 401(k) of the Code.
WYNDHAM EMPLOYEES LTD. EQUITY PARTICIPATION PLAN
Scope. The Company established WEL to provide equity participation for
certain key employees. The Company believes that participation in WEL motivates
these employees to achieve long-range goals and identifies the interests of
these employees with those of the other stockholders of the Company. WEL holds
interests in WEL Properties. As a result of the Formation, a portion of WEL's
interests in certain of the WEL Properties will be exchanged for shares of the
Company's Common Stock, resulting in WEL owning 642,588 shares of the Company's
outstanding Common Stock after the Offering.
Administration. The Company's Senior Executive Officers administer WEL,
subject to certain restrictions contained in the Amended and Restated Agreement
of Limited Partnership of Wyndham Employees Ltd., dated December 31, 1993 (the
"WEL Agreement").
Eligibility. The WEL Agreement permits the Company to grant WEL limited
partnership interest units ("WEL Units") to eligible employees. The Company's
Senior Executive Officers may designate "eligible employees" from among the
executives, officers, directors, shareholders, and other key employees of the
Company. The Company may make more than one grant of WEL Units to an employee.
In making such grants, the Company may take into account the nature of the
services rendered by the employee, his present and potential contribution to the
Company's growth and success, and such other factors as the Company deems
relevant. As of April 15, 1996, 97 Wyndham employees had WEL Units. The Company
does not anticipate admitting any additional participants to WEL.
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<PAGE> 105
Limited Partnership Units. A participant's interest in WEL equals the
product determined by multiplying ninety-nine percent (99%) by a fraction, the
numerator of which is the number of WEL Units owned by the participant and the
denominator of which is the total number of WEL Units held by all participants.
A participant's WEL Units have no value on the date they are granted. From time
to time, the value of WEL's interests in the WEL Partnerships and, after the
Offering, Common Stock are revalued, which results in the revaluation of the WEL
Units. The increase in value obtained by each participant in WEL by virtue of
this revaluation process is treated as an equity participation plan compensation
expense for purposes of the Company's results of operations. See "Management's
Discussion and Analysis of Financial Condition and Results of
Operations -- Overview."
Vesting. Each participant's grant is subject to a "vesting period,"
commencing on the date that he first acquires a WEL Unit and ending on the fifth
anniversary of such commencement date. The Company, in its sole discretion, may
shorten or waive the vesting period for a participant without affecting the
vesting period for any other participant. If an individual ceases to be a
participant during his vesting period, other than by reason of death or
permanent disability, the amount payable to him shall be $10 per WEL Unit held
on his termination date. If a participant's employment terminates during the
vesting period by reason of death or permanent disability, then the Company will
pay to the participant, or his beneficiary or estate, the value of his WEL Units
computed in accordance with the WEL Agreement. A participant's WEL Units are
subject to a mandatory buy-out provision that requires WEL to reacquire a
participant's WEL Units, for their value computed in accordance with the WEL
Agreement, under certain circumstances (unless waived by the Company). The
circumstances requiring a mandatory buy-out include: (i) a participant's
withdrawal from WEL; (ii) voluntary or involuntary termination of a
participant's employment or agency relationship with the Company; (iii) a
participant's death, bankruptcy or legal incompetence or (iv) a participant's
material breach of the WEL Agreement's terms.
DIRECTOR COMPENSATION
Each member of the Company's Board of Directors who is not an employee of
the Company (a "Non-Employee Director") will be paid an annual retainer of
$25,000, plus $1,000 for each committee meeting attended ($1,200 for each
committee meeting attended as a committee chairman). As described below, a
Non-Employee Director may elect to receive the annual retainer fee in cash or in
the form of shares of Common Stock, or to defer receipt of all or a portion of
such fee and have the deferred amount treated as if it were invested in shares
of Common Stock.
The Board of Directors and stockholders of the Company have adopted the
Wyndham Hotel Corporation Non-Employee Directors' Retainer Stock Plan (the
"Retainer Plan") for its Non-Employee Directors, and 50,000 shares of Common
Stock have been reserved for use under the Retainer Plan. The purpose of the
Retainer Plan is to provide to Non-Employee Directors of the Company the
opportunity to elect to receive all or a portion of their annual retainer fees
in the form of shares of Common Stock, or to defer receipt of all or a portion
of such fees and have the deferred amounts treated as if invested in shares of
Common Stock. Only a Non-Employee Director who on January 1 of any calendar year
or such later date as such director is first elected or appointed to the Board
of Directors is eligible to participate in the Retainer Plan. Participation in
the Retainer Plan is voluntary. To participate in the Retainer Plan, a
Non-Employee Director must file an irrevocable election with the Company no
later than the last day of the calendar year prior to the calendar year for
which an election is made to either receive shares of Common Stock in lieu of
cash for part or all of such Non-Employee Director's annual retainer or to defer
receipt of all or a portion of such retainer; provided, however, that a director
also may file such election within 30 days after the date that such director is
elected or appointed to the Board of Directors. Elections may be made by a
Non-Employee Director no more than once in any 12-month period.
The Board of Directors will from time to time appoint two or more persons
who are members of the Board of Directors to administer the Retainer Plan (the
"Retainer Plan Committee") who are not eligible to participate in the Retainer
Plan. The Retainer Plan Committee will administer the Retainer Plan in
accordance with its terms.
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Each Non-Employee Director who elects to participate in the Retainer Plan
for any year must irrevocably elect, until such time as a subsequent election is
made, (i) whether to receive payment of 0, 50% or 100% of his or her annual
retainer in the form of shares of Common Stock under the Retainer Plan, (ii)
whether to defer payment of any whole percentage up to 100% of his or her annual
retainer, to be credited to the participant's account, to be deemed to be
invested in shares of Common Stock and paid in accordance with the Retainer
Plan, and (iii) whether dividend equivalents, if any, on any amounts credited to
such account will be paid directly to the participant or credited to the
participant's account to be reinvested in shares of Common Stock. The combined
percentage of the annual retainer to be paid in shares of Common Stock and
deferred under the Retainer Plan must not exceed 100% of the annual retainer for
any Retainer Plan year. In the event the annual retainer is increased during any
year, a participant's elections in effect for such year will apply to the amount
of such increase. The annual retainer consists of amounts paid to Non-Employee
Directors as a retainer for services as a director, but does not include meeting
fees, discretionary bonuses or reimbursement for expenses.
In compliance with the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), neither the Retainer Plan Committee nor any other person (other
than a participant acting in conformity with the terms of the Retainer Plan) has
any discretionary authority to make determinations regarding (i) eligibility to
become a participant, (ii) the times when elections can be made, when shares of
Common Stock will be issued or its equivalents credited to the participants'
accounts, or when distributions will be made, (iii) the portion of a
participant's annual retainer that may be allocated to the acquisition of shares
of Common Stock or its equivalents by participants under the Retainer Plan, the
calculation of the number of shares of Common Stock or its equivalents by
participants under the Retainer Plan, the calculation of the number of shares of
Common Stock or its equivalents to be acquired thereby, and the payment or
deemed reinvestment of dividend equivalents, or (iv) any other decisions under
the Retainer Plan required by Rule 16b-3(b) under the Exchange Act to be
afforded exclusively to "disinterested persons" as defined thereunder.
The Company will transfer to a participant who elects to receive all or a
portion of the annual retainer in the form of shares of Common Stock a number of
shares of Common Stock having a fair market value equal to such portion of the
annual retainer on the last trading day prior to the date or dates on which the
cash portion of the participant's annual retainer is due. No fractional shares
will be issued; however, in lieu thereof, the cash fair market value of any
fractional share will be paid to participants.
Non-Employee Directors will receive payment in shares of Common Stock in an
amount equal to the number of Common Stock equivalents credited to their
accounts under the Retainer Plan upon the date that is three years following the
date that the annual retainer would have been paid to such Directors in cash
absent their election. Such payment will be made in a lump sum. Upon a change of
control of the Company, the Company will pay to the participating Non-Employee
Directors in cash a lump sum equal to the fair market value of the Common Stock
equivalents credited to all accounts under the Retainer Plan.
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<PAGE> 107
CERTAIN RELATIONSHIPS AND TRANSACTIONS
GENERAL
Wyndham Hotel Corporation was formed on February 16, 1996, to succeed to
the business of the Old Management Company, ownership of 6 Wyndham brand hotels
and leasehold interests relating to 12 additional Wyndham brand hotels acquired
in connection with the Formation. The following discussion of certain
relationships and transactions assumes that the Formation occurred on January 1,
1993 and includes (i) hotel management and related fees paid to the Company by
certain affiliates, (ii) capital contributions, loans and other payments made by
the Company to certain affiliates in connection with the Company's entry into
hotel management contracts with related parties, (iii) transactions between the
Company (which includes its predecessors and combined subsidiaries) on the one
hand, and Crow Family Members, the Senior Executive Officers (James D. Carreker,
Leslie V. Bentley, Eric A. Danziger, Anne L. Raymond and Stanley M. Koonce, Jr.)
or Bedrock, on the other hand, relating to the transactions comprising the
Formation and (iv) loans made to the Senior Executive Officers of the Company
that the Company purchased in the Formation. For a discussion of the assets
contributed to the Company in connection with the Formation, see "The Formation
and the Financing Plan."
RELATED PARTY TRANSACTIONS
During 1993, 1994 and 1995, the Company received hotel management fees in
the aggregate amounts of $4,444,151, $4,972,921 and $6,797,761, respectively,
from the partnerships owning Wyndham hotels ("Hotel Partnerships") listed below,
in which Crow Family Members (which includes Harlan R. Crow, a director of the
Company) have an interest. Some or all of the Senior Executive Officers of the
Company have an ownership interest in six of such Hotel Partnerships. The terms
of the agreements pursuant to which the Company provides hotel management
services to Wyndham hotels are described generally under "Business -- Management
Contracts."
During 1993, 1994 and 1995, the Company received payments in the aggregate
amounts of $1,682,787, $2,926,786, $3,803,162, respectively, from the Hotel
Partnerships listed below, in which Crow Family Members have an interest. Some
or all of the Senior Executive Officers have an ownership interest in six of
such Hotel Partnerships. The payments were received as reimbursements for
certain administrative, tax, legal, accounting, finance, risk management, sales
and marketing services provided by the Company to such entities.
<TABLE>
<CAPTION>
HOTEL PARTNERSHIP(1) HOTEL
-------------------------------------------------- ---------------------------------
<S> <C>
Anatole Hotel Investors, L.P...................... Wyndham Anatole
Hotel Bel Age Associates, L.P..................... Wyndham Bel Age
Bristol Hotel Associates, Ltd..................... Wyndham Bristol
Playhouse Square Hotel Limited Partnership........ Wyndham Playhouse Square
Franklin Plaza Associates......................... Wyndham Franklin Plaza
Houston Greenspoint Hotel Associates.............. Wyndham Greenspoint
MTD Associates.................................... Wyndham Milwaukee Center
Itasca Hotel Company.............................. Wyndham Northwest Chicago
Hotel and Convention Center Partners I-XI, Ltd.... Wyndham Palm Springs
CLC Limited Partnership........................... Wyndham Las Colinas
Atlanta Midtown Associates........................ Wyndham Garden Hotel-Midtown
Atlanta
Novi Garden Hotel Associates...................... Wyndham Garden Hotel-Novi
Amgreen-Heritage Hotel Partnership, Ltd. Wyndham Garden Hotel-Orange
County Airport
Pleasanton Hotel Associates, Ltd.................. Wyndham Garden Hotel-Pleasanton
Wood Dale Garden Hotel Partnership................ Wyndham Garden Hotel-Wood Dale
</TABLE>
- ---------------
(1) Management fees, reimbursements and design and construction fees were not
received from all of the Hotel Partnerships in all three years.
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<PAGE> 108
During 1993, 1994 and 1995, the Company received payments in the aggregate
amounts of $191,696, $211,321, $759,895, respectively, from the Hotel
Partnerships listed above, as well as Convention Center Boulevard Hotel Limited,
in which Crow Family Members have an interest. Some or all of the Senior
Executive Officers have an ownership interest in six of such Hotel Partnerships.
The payments were received as fees for certain design and construction services
provided by the Company to such entities.
During 1993, 1994 and 1995, the Senior Executive Officers incurred
indebtedness to Wyndham Finance Limited Partnership ("WFLP"), a partnership
owned by Crow Family Members. In addition, WEL, an equity participation program
in which certain executive officers of the Company have an interest, incurred
indebtedness to WFLP. The purpose of the loans was to finance such officers' and
WEL's capital contributions to the Old Management Company and various Hotel
Partnerships in which the officers have an ownership interest. In addition, two
Senior Executive Officers used a portion of the indebtedness to finance housing
expenses, and one of such Senior Executive Officers also used a portion to
finance education expenses. Notes representing such loans will be purchased by
the Company in connection with the Formation for a cash payment to WFLP in the
amount of $18,575,648, which is equivalent to the aggregate outstanding
principal and accrued interest severally owing by the Senior Executive Officers
and WEL to WFLP, and will be evidenced by promissory notes made payable to the
Company. Such notes will accrue interest at 6% per annum and are fully secured
by the pledge of shares of Common Stock held by the note obligors, and the
outstanding principal and accrued interest (compounded quarterly) will be
payable in a single lump sum in May 2001. The aggregate principal amounts of
such loans made to each Senior Executive Officer and WEL in 1993, 1994 and 1995,
and the aggregate balance of the notes representing such loans to be purchased
by the Company in the Formation, are as follows:
<TABLE>
<CAPTION>
AGGREGATE
1993 1994 1995 BALANCE(1)
-------- -------- ---------- ----------
<S> <C> <C> <C> <C>
James D. Carreker.................... $425,388 $669,634 $1,867,627 $4,904,573
Leslie V. Bentley.................... $219,153 $218,594 $ 767,104 $1,805,133
Eric A. Danziger..................... $120,013 $178,142 $1,115,775 $2,702,187
Anne L. Raymond...................... $ 0 $ 0 $4,417,588 $4,417,588
Stanley M. Koonce, Jr................ $161,805 $207,995 $ 547,207 $1,839,006
WEL.................................. $181,639 $323,405 $ 881,488 $2,907,161
</TABLE>
- ---------------
(1) The aggregate balances are as of December 31, 1995, and include indebtedness
incurred prior to January 1, 1993.
In 1995, the Company made loans to WHC-LG Hotel Partners L.P., Pleasanton
Hotel Partners, L.P. and New Orleans Hotel I, L.P., each of which is owned
directly or indirectly by Crow Family Members, the Senior Executive Officers and
WEL (the "Investing Partnerships"). The purpose of the loans was to finance such
Investing Partnerships' acquisition, construction and renovation of hotels owned
by the following three Hotel Partnerships: WHC-LG Hotel Associates, L.P. (La
Guardia Airport), Pleasanton Hotel Associates, Ltd. (Pleasanton Garden) and
Convention Center Boulevard Hotel Limited (Wyndham Riverfront). The aggregate
amount of such loans was $6,395,690, all of which is outstanding as of December
31, 1995. The loans are secured by the Investing Partnerships' partnership
interests in the Hotel Partnerships. The loans accrue interest at 9%, are
payable in May, October and December of 2005 and are reduced by any cash
distributions by such Hotel Partnerships to the Investing Partnerships.
During 1995, WFLP incurred indebtedness to the Company in the amount of
$1,278,000 for the purpose of acquiring or developing hotel properties, to be
managed by the Company, in which the Senior Executive Officers have ownership
interests. The loan is evidenced by a promissory note, bears an adjustable rate
of interest based on the prime rate and is due and payable on April 15, 2000. It
is anticipated that such loan will be repaid to the Company prior to the closing
of the Offering.
During 1994 and 1995, the Company received hotel management fees in the
aggregate amounts of $514,472 and $2,043,087, respectively, from the Hotel
Partnerships listed below (other than Bedrock Kingsway Investment Partners Level
I, L.P.), in which Bedrock has an ownership interest (Messrs. Whitman and
Decker, directors of the Company, have ownership interests in Bedrock).
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<PAGE> 109
During 1994 and 1995, the Company made cash advances in the aggregate
amounts of $1,092,537 and $1,380,702 respectively, to the Hotel Partnerships
listed below, in which Bedrock has an ownership interest. The advances were used
to pay certain renovations costs for Wyndham Garden Hotels that were redeveloped
by Bedrock. The advances are repaid through Bedrock's redevelopment fund. At
December 31, 1995, the aggregate amount outstanding of such advances was
$686,749.
During 1994 and 1995, the Company received payments in the aggregate
amounts of $798,503 and $976,980, respectively, from the Hotel Partnerships
listed below, in which Bedrock has an ownership interest. The payments were
received as fees for certain design and construction services provided by the
Company to such entities.
During 1994 and 1995, the Company received payments in the aggregate
amounts of $170,669 and $831,553, respectively, from the Hotel Partnerships
listed below, in which Bedrock has an ownership interest. The payments were
received as reimbursements for certain administrative, tax, legal, accounting,
finance, risk management, sales and marketing services provided by the Company
to such entities.
<TABLE>
<CAPTION>
HOTEL PARTNERSHIPS(1) HOTELS
- ---------------------------------------------------- --------------------------------------
<S> <C>
Grand Avenue Partners L.P........................... Wyndham Checkers Hotel
Bedrock Metrolux Investment Partners
Level I, L.P...................................... Wyndham Hotel at Metrocenter
Bedrock Annapolis Investment Partners
Level I, L.P...................................... Wyndham Garden Hotel-Annapolis
Burlington Garden Partners Level I, L.P............. Wyndham Garden Hotel-Burlington
CC Bedrock Investment Partners Level I, L.P......... Wyndham Garden Hotel-Culver City
BRP Denver Garden Partners Level I, L.P............. Wyndham Garden Hotel-Denver
Detroit Metro Partners Level I, L.P................. Wyndham Garden Hotel-Detroit Airport
Bedrock Marin Investment Partners
Level I, L.P...................................... Wyndham Garden Hotel-Marin/San Rafael
BR Partners -- Monrovia Level I, L.P................ Wyndham Garden Hotel-Monrovia
Bedrock Oakbrook Investment Partners
Level I, L.P...................................... Wyndham Garden Hotel-Oakbrook
O'Hare Garden Partners Level I, L.P................. Wyndham Garden Hotel-O'Hare
Garden LBV Investment Partners I, L.P............... Wyndham Garden Hotel-Lake Buena Vista
Bedrock Kingsway Investment Partners
Level I, L.P...................................... Wyndham Garden Hotel-Piscataway
BR Pittsburgh Airport Level I, L.P.................. Wyndham Garden Hotel-Pittsburgh
BRP Waltham Investment Partners
Level I, L.P...................................... Wyndham Garden Hotel-Waltham
</TABLE>
- ---------------
(1) Management fees, reimbursements and design and construction fees were not
received from all of the Hotel Partnerships in all three years. In addition,
cash advances were not made by the Company to all of the Hotel Partnerships
in all three years.
During 1993, 1994 and 1995, the Company made payments in the aggregate
amounts of $1,098,270, $1,352,468, $1,739,804, respectively, to Wyndham Travel
Management Ltd., an entity owned by Lucy Billingsley (the daughter of Trammell
Crow), for travel services provided to the Company.
During 1993, 1994 and 1995, the Company made payments in the aggregate
amounts of $698,468, $701,203 and $830,164, respectively, to CHMC, which is
owned by Crow Family Members, pursuant to the CHMC Agreement pursuant to which
the Company acquired in 1988 a number of management agreements relating to
Wyndham brand hotels then in operation. The Company's payment obligations under
the CHMC Agreement will be released and discharged in the Formation in exchange
for a cash payment to be paid by the Company to CHMC. See "The Formation and the
Financing Plan -- The Formation."
During 1993, 1994 and 1995, the Company made payments in the aggregate
amounts of $638,039, $743,922, $875,122, respectively, as lease payments for its
corporate office space to Tower 2001 Limited Partnership, a partnership in which
Crow Family Members have an ownership interest. The Company's
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<PAGE> 110
current lease on its corporate office space expires in November 1996. Crow
Family Members have inquired of the Company concerning the Company's willingness
to enter into an extended lease arrangement for the space in the context of a
transaction whereby the ownership of the building in which the space is located
would be restructured and the building refinanced, with Crow Family Members
retaining, directly or indirectly, a significant interest in the building. The
Company has indicated an interest in considering an extended lease arrangement
on market terms, but no agreements or understandings have yet been reached in
this regard, as preliminary discussions between Crow Family Members and
potential third party financing sources have only recently begun.
During 1993, 1994 and 1995, the owners of hotels owned or leased by the
Company made contributions to a loss prevention fund in the amounts of $396,911,
$620,006 and $624,422, which funds were deposited to WFLP pending the use of
such contributions by the loss prevention fund. The contributions were used to
cover a portion of the deductible on insurance policies for such hotels in
connection with insured claims made against the hotels.
In 1995, the Company made payments in connection with entering into a
management contract for the Wyndham Anatole Hotel, in which Crow Family Members
have an ownership interest. The amount of such payment was $523,360 and the
purpose was to pay costs associated with converting the property to the Wyndham
brand.
During 1993, 1994 and 1995, the Company received payments in the aggregate
amounts of $220,447, $175,366 and $176,210, respectively, from Crow-Los Patios
Limited, a senior assisted living facility in which certain Crow Family Members
have an ownership interest. The payments were received as management fees.
During 1993, 1994 and 1995, the Company made payments in the aggregate
amounts of $310,402, $321,333 and $332,113, respectively, to GHMB, Inc., an
entity owned by Mr. Bentley for the operation of liquor concessions at the
Wyndham Garden Commerce.
In 1994, the Company paid $155,000 to Rochelle Charter, Inc. ("Rochelle"),
an entity in which Trammell Crow, his spouse and Harlan R. Crow have an
interest. The payment was made to charter a boat that was operated by Rochelle
and used by the Company to entertain business associates.
During 1995, the Company received payments in the aggregate amount of
$72,593 from Convention Center Boulevard Hotel Limited, Waterfront Hotel
Associates, S.E. and WHC-LG Hotel Associates, L.P., Hotel Partnerships in which
Crow Family Members and some or all of the Senior Executive Officers have an
interest. The payments were received as construction and renovation fees for the
Wyndham Riverfront and Wyndham San Juan Hotels and for the Company's La Guardia
Airport hotel.
The Company is a guarantor of the obligations of Playhouse Square Hotel
Limited Partnership (the owners of which include Crow Family Members and the
Senior Executive Officers, except for Ms. Raymond) to fund operating deficits
relating to such Hotel Partnership. The guarantee requires the guarantors
(including the Company) to advance up to $600,000 per year to the extent the
Hotel Partnership experiences operating deficits, with maximum required advances
of $2.3 million over the term of the guarantee extending from 1995 to 2000.
Playhouse Square Hotel Limited Partnership has caused to be deposited the sum of
$1,000,000 as a reserve to secure the payment of the guaranteed obligations and
to fund operating deficits. The Company has not to date been required to make
any advance under the guarantee.
On February 1, 1996, the Company entered into a franchise agreement with
Breckenridge Resort Group, a partnership in which Mark vanHartesvelt, the
brother of John vanHartesvelt, an officer of the Company, has an interest. The
Company expects that in April 1996, the franchisee's rights and obligations
under the franchise agreement will be transferred to an unaffiliated third
party. In order to qualify for relevant franchise law exemptions, fees and
payments due and payable during the first six months following the conversion of
the hotel to the Wyndham brand are deferred until the seventh month following
the opening date of the hotel. The Company does not anticipate receiving any
fees under the franchise agreement during 1996.
The Company has entered into management contracts pursuant to which it
expects to provide hotel management services to the following Hotel Partnerships
owning Wyndham hotels in which Crow Family
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<PAGE> 111
Members, Bedrock or some or all of the Senior Executive Officers have an
interest. The aggregate amount of such management fees are anticipated to be
approximately $884,000 in 1996. The terms of the agreements pursuant to which
the Company provides hotel management services to Wyndham hotels are described
generally under "Business -- Management Contracts."
<TABLE>
<CAPTION>
HOTEL PARTNERSHIPS HOTELS
----------------------------------------------- ---------------------------
<S> <C>
KC Plaza Investment Partners, Level I L.P. .... Wyndham Garden-Kansas City
WHC-LG Hotel Associates, L.P. ................. La Guardia Airport
Bed Lex Investment Partners, Level I, L.P. .... Wyndham Garden-Lexington
Convention Center Boulevard Hotel, Limited..... Wyndham Riverfront
Waterfront Hotel Associates, S.E. ............. Wyndham San Juan
</TABLE>
Pursuant to the terms of the management contracts for the Riverfront and San
Juan hotels, the Company has made commitments to provide furniture, fixtures and
equipment at fixed prices of $2.1 million and $6.0 million, respectively. In
addition, with respect to the Riverfront Hotel, the Company has agreed to
provide certain pre-opening services at a fixed price of $420,000 and has
entered into an operating deficit guaranty, which requires the Company to fund
up to $230,000 in working capital per year for three years after the hotel is
opened in the event that the hotel generates inadequate cash flow. In addition,
the Company has guaranteed $875,000 in indebtedness relating to the Riverfront
Hotel.
Pursuant to the terms of its management agreement relating to the Wyndham
Hotel at Los Angeles Airport (the "LAX"), Wyndham agreed to loan $4,560,000 to
be applied to costs of refurbishment of the LAX. The refurbishment loan is
evidenced by a promissory note (the "Note Receivable"), which has been partially
funded in the amount of $2,344,974 as of April 15, 1996. The Company's
obligation to make the remaining advances under the refurbishment loan is
secured by a letter of credit, which, in turn, is collateralized by $2,637,045
in cash. Prior to the Formation, WHC LAX Associates, L.P. ("WHC LAX"), a limited
partnership owned by Crow Family Members, the Senior Executive Officers and WEL,
will pay to Wyndham $4,560,000 in return for Wyndham's agreement to pay to WHC
LAX all payments that Wyndham receives under the Note Receivable. Wyndham also
agreed that, insofar as the WHC LAX's $4,560,000 payment to the Company exceeds
advances that Wyndham is obligated to make, but has not yet made, under the Note
Receivable, it would pay to WHC LAX interest at a variable rate that has ranged
from 5.25% to 5.81% per annum on the unfunded amounts.
In 1996, James D. Carreker anticipates receiving a $100,000 consulting fee
for services provided as a consultant to Trammell Crow Company, an entity in
which Crow Family Members have an interest.
The Company anticipates that in 1996, it will enter into a five year
service agreement with ISIS 2000, an entity owned by Crow Family Members and the
Senior Executive Officers, whereby ISIS 2000 will provide centralized
reservations and property management services to all Wyndham brand hotels. The
services will be provided for a fee comprised of an initial link-up charge plus
a per reservation fee and a per hotel charge for the property management system.
The service fee payable by the Company is anticipated to be approximately
$1,300,000 in 1996. The Company also will enter into an asset management
agreement with ISIS 2000 providing for human resource, finance, accounting,
payroll, legal and tax services. The Company anticipates receiving approximately
$175,000 in 1996 for such services. In addition, the Company expects that it
will guarantee operating leases on behalf of ISIS 2000 in the approximate amount
of $3.5 million.
In 1995, the Company made payments to Trammell Crow Company in the amount
of $386,759 for contract labor (including related costs) provided to the Company
for management information services. The Company anticipates that in 1996, it
will pay approximately $810,000 to Trammell Crow Company for these contract
labor services (including related costs).
The Company anticipates that in 1996, it will enter into a service
agreement with CW Synergistech, L.P. ("CWS"), an entity owned by Trammell Crow
Company and an entity owned by Crow Family Members and the Senior Executive
Officers, whereby CWS will provide the Company's management information
services. The service fee payable by the Company to CWS for such management
information services is anticipated to be approximately $1,135,000 in 1996. The
Company also will enter into an asset management agreement with CWS providing
for human resource and legal services. The Company anticipates receiving
approximately $20,000 in 1996 for such services.
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<PAGE> 112
The Company anticipates that in 1996, it will make insurance premium
payments to Wynright Insurance ("Wynright"), an entity owned by Crow Family
Members and the Senior Executive Officers, with respect to certain insurance
policies maintained for the benefit of the Company and hotels owned or leased by
the Company. The Company anticipates that such payments will be approximately
$555,800 in 1996. The Company also will enter into an asset management agreement
with Wynright providing for human resource, finance, accounting, payroll, legal
and tax services. The Company anticipates receiving approximately $12,500 in
1996 for such services.
The Company anticipates that in 1996, it will enter into management
agreements pursuant to which it expects to receive management, technical service
and purchasing fees in connection with the Company's management of certain
extended-stay hotels, a new concept being developed by a partnership in which
Crow Family Members own an interest. See "Business -- Growth Strategy -- II.
Additional Growth Opportunities -- New Lodging Products." The amount of such
management, technical service and purchasing fees are anticipated to be
approximately $50,000 in 1996.
BEDROCK INVESTMENT PROGRAM
In May 1994, the Company entered into an Investment Agreement and an Option
Agreement (collectively, the "Bedrock Agreements") with Bedrock pursuant to
which, as amended, Bedrock agreed to provide up to $335 million in capital (the
"Investment Program") to acquire hotels or hotel management companies and to
make hotel related investments that are approved by both the Company and
Bedrock. Pursuant to the terms of the Investment Agreement, Bedrock is not
required to invest a minimum amount of capital through the Investment Program,
but the Company is entitled to manage any Investment Program hotel properties
for a term of 15 years. Pursuant to the Investment Agreement, as amended, the
Company and Bedrock have agreed that the Company will be permitted to manage any
hotel with 250 or fewer rooms that is financed by Bedrock. In addition, subject
to certain limitations, certain Crow Family Members have the right to co-invest
with Bedrock in the Investment Program. The Company also has certain limited
rights to co-invest with Bedrock in the Investment Program; provided, however,
that once the Company elects to co-invest in Investment Program projects, it
must co-invest in each subsequent project or it would forfeit additional rights
to co-invest. At December 31, 1994 and December 31, 1995, the Company had
executed management contracts with Bedrock for 11 Wyndham brand hotels and 15
Wyndham brand hotels, respectively, through the Investment Program. At April 15,
1996, approximately $150.0 million of the initial $335 million in the Investment
Program was available for investment.
Pursuant to the Option Agreement, the Company granted to Bedrock options
(the "Bedrock Options") to purchase up to a 37.5% limited partnership interest
in the Old Management Company at a price equal to the percentage interest
purchased multiplied by the strike price set forth in Section 2.1 of the Option
Agreement for the year in which the option is exercised. A copy of the Option
Agreement has been filed as an exhibit to the Registration Statement of which
this Prospectus is a part. (Under the terms of the Bedrock Agreements, Bedrock
is entitled to purchase a 1% interest in Wyndham for each $320,000 of projected
annual management fees generated by the management contracts relating to hotels
owned by Bedrock. At December 31, 1994 and December 31, 1995, Bedrock was
entitled to purchase a 17.4% and 24.3% interest in Wyndham, respectively.) As
additional consideration for the grant of the Bedrock Options, Bedrock granted
to the Company the right to require Bedrock to invest up to $20 million from the
Investment Program in the amount of a $10 million contribution to the Company
(the "Direct Contribution") in exchange for a percentage interest therein (not
to exceed the 37.5% ownership limitation) and a $10 million contribution to
affiliated partnerships (the "Indirect Contribution") in which some or all of
the Company, Crow Family Members and the Senior Executive Officers invest. The
Direct Contribution will take the form of the Bedrock Contribution. The Indirect
Contribution was eliminated in connection with the Bedrock Exchange Agreement.
As part of the Formation, the Company entered into the Bedrock Exchange
Agreement with various affiliates of Bedrock pursuant to which Bedrock will
transfer the Bedrock Options and the Bedrock Contribution (in the amount of $10
million) in exchange for 2,367,890 shares of Common Stock. See "The Formation
and the Financing Plan -- The Formation." Bedrock will have certain registration
rights with
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<PAGE> 113
respect to such shares of Common Stock. See "Description of Capital
Stock -- Registration Rights." Bedrock will also enter into the Stockholders'
Agreement with the Company, Crow Family Members, the Senior Executive Officers
and WEL, which provides for, among other things, representation on the Company's
Board of Directors. See "Management -- Directors and Executive Officers" and
"Description of Capital Stock -- Stockholders' Agreement."
The Option Agreement also provides for a contingent payment (the
"Contingent Option Payment") to the Old Management Company, for distribution to
the non-Bedrock owners of the Old Management Company, at such time as all hotels
financed by the Investment Program achieve an investment return target of 15% on
all equity capital invested through such program plus certain overhead costs.
The amount of the Contingent Option Payment is 10% of all cash proceeds realized
in excess of the investment return target. The Contingent Option Payment is due
70% upon the achievement of the investment target return and 30% upon Bedrock's
disposition of its entire interest in Wyndham. A separate entity owned by Crow
Family Members, the Senior Executive Officers and WEL has purchased the right to
the Contingent Option Payment for $10,000 from the owners of the Old Management
Company (Crow Family Members, the Senior Executive Officers and WEL).
POLICY WITH RESPECT TO RELATED PARTY TRANSACTIONS
With respect to future material transactions (or series of related
transactions) between the Company and related parties, the Company has
implemented a policy requiring any such transaction to be approved by a majority
of the Independent Directors, if any, upon such directors' determination that
the terms of the transaction are no less favorable to the Company than those
that could be obtained from unrelated third parties. The policy defines a
material related party transaction (or series of related transactions) as one
involving a purchase, sale, lease or exchange of property or assets or the
making of any investment with a value to the Company in excess of $1.0 million
or a service agreement (or series of related agreements) with a value in excess
of $1.0 million in any fiscal year. There can be no assurance that this policy
always will be successful in eliminating the influence of conflicts of interest.
BENEFITS OF THE FORMATION AND THE FINANCING PLAN TO RELATED PARTIES
In connection with their participation in the transactions related to the
Formation of the Company, certain major stockholders, directors and executive
officers of the Company will receive the following benefits.
Crow Family Members will receive, collectively, 9,386,135 shares of Common
Stock and $19.1 million in cash in exchange for their interests in the Assigned
Businesses. In addition, Crow Family Members will receive $4.0 million in cash
as a result of the repayment of certain loans that they made to certain of the
Assigned Businesses. In addition, WFLP, a partnership owned by Crow Family
Members, will receive $18.6 million in cash for the sale of the DAB Notes, which
represent obligations of the Senior Executive Officers and WEL. CHMC, which is
owned by certain Crow Family Members, will receive $6.0 million, in cash, as
consideration for the release and discharge of the Company's payment obligations
under the CHMC Agreement.
The Senior Executive Officers of the Company will receive the following
number of shares of Common Stock in exchange for their respective interests in
the Assigned Businesses:
-- James D. Carreker: 1,167,970 shares;
-- Leslie V. Bentley: 329,180 shares;
-- Eric A. Danziger: 377,964 shares;
-- Anne L. Raymond: 376,906 shares; and
-- Stanley M. Koonce, Jr.: 385,553 shares.
Bedrock (in which Messrs. Whitman and Decker have ownership interests) will
receive 2,367,890 shares of Common Stock in consideration of Bedrock's transfer
to the Company of the Bedrock Options and the Bedrock Contribution in the amount
of $10.0 million.
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<PAGE> 114
WEL (in which certain executive officers and employees of the Company
participate) will receive 642,588 shares of Common Stock in exchange for its
interests in the Assigned Businesses.
TCI, which is owned by certain Crow Family Members and the Senior Executive
Officers, will receive a payment of approximately $250,000 from the Company as a
commission to be paid to an employee of TCI for his efforts in facilitating the
sale of the 11 Wyndham Garden Hotels to HPT. See "Business -- Long-Term Hotel
Leases."
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PRINCIPAL STOCKHOLDERS
The following table sets forth information regarding the beneficial
ownership of shares of Common Stock and as adjusted to reflect the sale of
shares of Common Stock in the Offering for (i) each director of the Company,
(ii) each executive officer named in the Summary Compensation Table set forth
under the heading "Management," (iii) all directors and executive officers of
the Company as a group and (iv) each person or group who was on such date the
beneficial owner of more than five percent of the outstanding Common Stock.
<TABLE>
<CAPTION>
SHARES OWNED
SHARES OWNED AFTER THE
BEFORE THE OFFERING(2) OFFERING(2)(3)
---------------------- ----------------------
NAME(1) NUMBER PERCENT NUMBER PERCENT
---------------------------------------- ---------- ------- ---------- -------
<S> <C> <C> <C> <C>
CF Securities, L.P.(4)(5)............... 9,407,108 61.42% 9,373,775 48.81%
Harlan R. Crow(5)(6)
James D. Carreker(7).................... 1,356,515 8.86% 1,356,515 7.06%
Wyndham Employees, Ltd.(8)............ 642,588 4.20% 642,588 3.35%
Leslie V. Bentley(9).................... 389,783 2.54% 389,783 2.03%
Eric A. Danziger........................ 377,964 2.47% 377,964 1.97%
Anne L. Raymond......................... 376,906 2.46% 376,906 1.96%
Stanley M. Koonce, Jr................... 385,553 2.52% 385,553 2.01%
Bedrock(10)............................. 2,367,890 15.46% 2,367,890 12.33%
Daniel A. Decker(11)..................
Robert A. Whitman(11).................
Susan T. Groenteman(12)................. -- -- 33,333 *
Directors and executive officers as a
group (16 persons)(13)................ 15,304,307 99.92% 15,304,307 79.70%
</TABLE>
- ---------------
* Less than 1%.
(1) The address of each beneficial owner, with the exception of CF Securities,
L.P., Bedrock and Susan T. Groenteman, is 2001 Bryan Street, Suite 2300,
Dallas, TX 75201.
(2) The indicated share numbers assume an initial public offering price of
$15.00 per share. Pursuant to the terms of the Formation Agreements, a
higher or lower initial public offering price would result in immaterial
adjustments in the number of shares of Common Stock beneficially owned by
the parties listed in the table, other than Bedrock.
(3) The information in the table assumes the exercise of the GE Option and no
exercise of the U.S. Underwriters' overallotment option. In the event the
overallotment option is exercised in full, Bedrock would own 2,301,754
shares of Common Stock (11.68% of the outstanding Common Stock), CF
Securities, L.P. would own 9,421,717 shares of Common Stock (47.81% of the
outstanding Common Stock), Messrs. Carreker, Bentley, Danziger and Koonce
and Ms. Raymond (the "Senior Executive Officers") would collectively
beneficially own 2,901,608 shares of Common Stock (14.72% of the
outstanding Common Stock) and Wyndham Employees, Ltd. ("WEL") would own
645,895 shares of Common Stock (3.28% of the outstanding Common Stock).
(4) Assuming the exercise of the GE Option and no exercise of the U.S.
Underwriters' overallotment option, when the shares held by CF Securities,
L.P. are aggregated with the shares held separately by a single Crow Family
Member, the total number of shares held by Crow Family Members would be
9,386,135 shares (48.87% of the outstanding Common Stock). If the
overallotment option is exercised in full, the total number of shares held
by Crow Family Members would be 9,434,077 shares (47.87% of the outstanding
Common Stock). The address of CF Securities, L.P. is 2001 Ross Avenue,
Dallas, TX 75201.
(5) Harlan R. Crow directly holds no shares of Common Stock. Mill Springs
Holdings, Inc. ("Mill Springs") is the general partner of CF Securities,
L.P. Mr. Crow is a principal stockholder of Mill Springs and its sole
director. Mr. Crow disclaims beneficial ownership of all Common Stock held
by CF Securities, L.P.
(6) Mr. Crow is a director of Wyndham Hotel Management Corporation ("WHMC"),
which holds 112,229 shares of Common Stock. WHMC is the corporate general
partner of WEL, which holds 642,588 shares of Common Stock. Mr. Crow
disclaims beneficial ownership of all shares of Common Stock held by WHMC
or WEL.
(7) James D. Carreker will directly hold 1,167,970 shares of Common Stock.
Shares listed in the table include 76,316 shares held in a trust for which
Mr. Carreker is the special trustee and has full voting rights. Mr.
Carreker disclaims beneficial ownership of all Common Stock held in the
trust. Shares listed also include 112,229 shares held by WHMC, but exclude
642,588 shares held by WEL. Mr. Carreker is a director and principal
stockholder of WHMC, which is the corporate general partner of WEL. Mr.
Carreker disclaims beneficial ownership of all Common Stock held by WHMC
beyond his percentage ownership therein and disclaims beneficial ownership
of all Common Stock held by WEL.
(8) Mr. Carreker is a director and principal stockholder of WHMC, which is the
corporate general partner of WEL. Mr. Crow is a director of WHMC. Both
Messrs. Carreker and Crow disclaim beneficial ownership of all Common Stock
held by WEL.
(9) Includes 60,604 shares held in trusts for which Mr. Bentley is the special
trustee and has full voting rights. Mr. Bentley disclaims beneficial
ownership of all Common Stock held in the trusts.
(10) The address of Bedrock is 2200 Ross Avenue, Suite 4200 West, Dallas, Texas
75201.
(11) Robert A. Whitman and Daniel A. Decker directly hold no shares of Common
Stock. Messrs. Whitman and Decker are principals of Hampstead, an affiliate
of Bedrock. Messrs. Whitman and Decker disclaim beneficial ownership of all
Common Stock held by Bedrock.
(12) Shortly following the Offering, C.F. Securities, L.P. will sell 33,333
shares of Common Stock to Mill Creek Holdings, Ltd. ("Mill Creek") for
$500,000. Such shares, in turn, will be transferred by Mill Creek to Ms.
Groenteman for services rendered by Ms. Groenteman to Mill Creek. It is
expected that a compensation expense of $500,000 will be recognized by an
affiliate of Mill Creek in connection with such transfer. Ms. Groenteman's
address is 2001 Ross Avenue, Dallas, TX 75201.
(13) Includes shares held by WEL. WHMC is the corporate general partner of WEL.
Mr. Carreker is a director and a principal stockholder of WHMC, and Mr.
Crow is a director of WHMC, but each disclaims beneficial ownership of all
Common Stock held by WEL.
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<PAGE> 116
Pursuant to the terms of the GE Credit Agreement, General Electric holds an
option to purchase up to an estimated 537,634 shares of Common Stock
(representing up to an estimated 2.8% of the Company's outstanding shares of
Common Stock following the exercise of the option), assuming an initial public
offering price of $15.00 per share and underwriting discounts and commissions of
seven percent (the "GE Option"). The GE Credit Agreement entitles General
Electric to purchase from the Company up to the number of shares of Common Stock
that is the quotient of an amount estimated by the Company to be $7.5 million
(one-half of the estimated $15.0 million of indebtedness that will be
outstanding under the GE Credit Agreement at the closing of the Offering)
divided by the initial public offering price per share of the Common Stock (less
underwriting discounts and commissions). Under a letter agreement between the
Company and General Electric, General Electric has committed to exercise the GE
Option to purchase an estimated 537,634 shares of Common Stock for a purchase
price of approximately $7.5 million contemporaneously with the closing of the
Offering. Such letter agreement provides, however, that in the event the actual
public offering price per share of Common Stock is lower than $13.00 or higher
than $17.00, the GE Option will be terminated and the Company will be required
to repay the entire estimated $15.0 million of indebtedness outstanding under
the GE Credit Agreement at the closing of the Offering (unless such price
limitation is waived by General Electric). Pursuant to the terms of the GE
Credit Agreement, the Company and General Electric also have entered into a
registration rights agreement pursuant to which the Company has granted General
Electric certain registration rights. See "Description of Capital
Stock -- Registration Rights."
SHARES ELIGIBLE FOR FUTURE SALE
Upon completion of the Offering, the Company will have outstanding
19,204,301 shares of Common Stock. Of these shares, the 3,350,000 shares sold in
the Offering will be freely tradeable without restriction under the Securities
Act unless purchased by "affiliates" of the Company.
Immediately following completion of the Offering, the 15,854,301 shares of
Common Stock not sold by the current stockholders of the Company in the Offering
will be "restricted securities" under the Securities Act. These shares may not
be sold unless they are registered under the Securities Act or unless an
exemption from registration, such as the exemption provided by Rule 144 under
the Securities Act, is available. The Company has granted certain registration
rights to Crow Family Members, the Senior Executive Officers, WEL, Bedrock and
Ms. Groenteman covering the 15,316,667 restricted shares of Common Stock issued
in the Formation of the Company. In addition, the Company has granted certain
registration rights to General Electric with respect to the estimated 537,634
restricted shares underlying the GE Option. See "Description of Capital
Stock -- Registration Rights."
In general, under Rule 144 as currently in effect, a person (or persons
whose shares are aggregated), including an affiliate of the Company, who has
beneficially owned restricted shares for at least two years, will be entitled to
sell in any three-month period a number of shares that does not exceed the
greater of (i) 1% of the then outstanding shares of the Common Stock
(approximately 192,000 shares immediately after the Offering) or (ii) the
average weekly trading volume of the Common Stock on the New York Stock Exchange
during the four calendar weeks immediately preceding the date on which notice of
the sale is filed with the Commission. Sales pursuant to Rule 144 are also
subject to certain other requirements relating to manner of sale, notice and
availability of current public information about the Company. A person (or
persons whose shares are aggregated) who is not deemed to have been an affiliate
of the Company at any time during the three months immediately preceding the
sale is entitled to sell restricted shares pursuant to Rule 144(k) without
regard to the limitations described above, provided that three years have
expired since the later of the date on which such restricted shares were
acquired from the Company or the date they were acquired from an affiliate of
the Company.
The Company has adopted the Incentive Plan and the Retainer Plan for the
purpose of attracting, retaining and motivating executive officers of the
Company, other key employees and directors. The Company has reserved 2,133,811
shares of Common Stock for future issuance under the Incentive Plan and 50,000
shares of Common Stock for future interest under the Retainer Plan. The
Company's Board of Directors expects to grant options to purchase an aggregate
of 797,700 shares of Common Stock under the
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<PAGE> 117
Incentive Plan to certain key personnel prior to the date of this Prospectus at
the initial public offering price. The Company intends to file a registration
statement under the Securities Act to register shares of Common Stock issuable
upon the exercise of stock options granted under the Incentive Plan or shares of
Common Stock issuable under the Retainer Plan. See "Management -- 1996 Long Term
Incentive Plan" and "-- Director Compensation." Shares issued upon the exercise
of stock options after the effective date of such registration statement
generally will be available for sale in the open market.
Prior to the Offering, there was no public market for the Common Stock of
the Company. See "Risk Factors -- Absence of Public Market." Trading of the
Common Stock is expected to commence following the completion of the Offering.
Sales of substantial amounts of Common Stock in the public market could
adversely affect the market price of the Common Stock.
The Company and all existing stockholders have agreed that, subject to
certain exceptions, for a period of 180 days from the date of this Prospectus,
they will not, without the prior written consent of Smith Barney Inc., offer,
sell, contract to sell or otherwise dispose of any shares of Common Stock or any
securities convertible into, or exercisable or exchangeable for, shares of
Common Stock. However, the Senior Executive Officers will be permitted to pledge
Common Stock owned by them within such 180 day period to Smith Barney in
connection with margin loan transactions into which Smith Barney and certain
Senior Executive Officers may enter subsequent to the completion of the
Offerings. The proceeds of such loans would be used by such Senior Executive
Officers to repay to the Company all or a part of their outstanding indebtedness
under the DAB Notes. There can be no assurance that such margin loans will be
made. In the event that Smith Barney were to foreclose on the shares of Common
Stock securing any such loans within such 180 day period, Smith Barney would
attempt to resell such Common Stock, and any such resale would not be subject to
such lock-up provisions. In addition, the Senior Executive Officers may enter
into margin loan transactions with financial institutions other than Smith
Barney within such 180 day period. In such case, it is expected that the Senior
Executive Officers would request the consent of Smith Barney to pledge Common
Stock in connection with such margin loans, and the Company has been informed
that Smith Barney expects that it would grant its consent in such case. While
Smith Barney has not agreed that any consent to any other sale or other
disposition by the Company or any of its stockholders would not be unreasonably
withheld, the Company has been informed that Smith Barney expects that it would
not unreasonably withhold any such consent.
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DESCRIPTION OF INDEBTEDNESS
The following is a summary of the terms of the Notes and the Revolving
Credit Facility, which summary is qualified in its entirety by reference to the
documents establishing such terms, copies of which will be filed as exhibits to
the Registration Statement of which this Prospectus forms a part, including the
definitions of certain terms included in the Indenture and those terms made a
part thereof by the Trust Indenture Act of 1939, as amended. For purposes of
this summary, the term "Company" refers only to Wyndham Hotel Corporation.
NOTES
Concurrently with the Offering and as part of its Financing Plan, the
Company is offering $100 million aggregate principal amount of Notes in the Debt
Offering. The consummation of each of the Offerings is conditioned upon the
consummation of the other, and will occur simultaneously.
The Notes are to be issued under an Indenture, dated as of ,
1996 (the "Indenture"), among the Company, certain subsidiaries of the Company
(as guarantors), and Bank One, Columbus, N.A., as Trustee (the "Trustee").
The Notes are general, unsecured obligations of the Company. The Notes are
subordinated in right of payment to certain other debt obligations of the
Company. Each Note bears interest at the rate of % per annum and will
mature on , 2006. Pursuant to the Indenture, each of the
Company's subsidiaries (except for a number of insignificant subsidiaries) has,
jointly and severally, guaranteed the Company's obligations under the Notes on
an unsecured senior subordinated basis. In addition, the Indenture contains
restrictions on the Company's ability to make investments in subsidiaries (or
persons who become subsidiaries as a result of such investments) that are not
(or do not become) guarantors of the Notes.
The Notes are redeemable, at the Company's option, in whole or in part, at
any time on or after , 2001 and prior to maturity, at redemption
prices starting at 10 . % of their principal amount and declining to 100% of
their principal amount after , 2004, plus accrued and unpaid
interest. In addition, the Indenture provides that, upon the occurrence of (i)
the sale of a majority of the fair market value of the assets of the Company, on
a consolidated basis, (ii) any person or group not affiliated with the Company's
current stockholders becoming the beneficial owner of more than 45% of the total
voting power of the Company or (iii) certain changes in a majority of the Board
of Directors of the Company during a two-year period, the holders of the Notes
will have the right to require the Company to repurchase their Notes at a price
equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid
interest. See "Risk Factors -- Anti-Takeover Matters."
The Indenture contains certain restrictive covenants, including:
(i) a limitation on the ability of the Company and its Restricted
Subsidiaries (as defined in the Indenture) to incur indebtedness unless the
Company would, after giving effect to such incurrence, have a Consolidated
Fixed Charge Coverage Ratio (as defined in the Indenture) greater than
1.75:1 with respect to any incurrence prior to , 1997, or 2:1
with respect to any incurrence on or after , 1997, provided
that the Company and any Restricted Subsidiary will be permitted to incur
(A) indebtedness of up to $150 million under the Revolving Credit Facility
or any replacement facility, (B) indebtedness owed to the Company or a
Restricted Subsidiary, (C) refinancings of indebtedness permitted by
clauses (B), (D), (F), (H) and (I) hereof, (D) indebtedness under (x)
performance or similar bonds provided in the ordinary course of business,
(y) currency or interest rate protection agreements or (z) indemnity or
purchase price adjustment obligations entered into in connection with asset
dispositions, which obligations do not exceed the proceeds of the related
disposition, (E) indebtedness under letters of credit and bankers'
acceptances issued in the ordinary course of business, (F) acquired
indebtedness if, after giving effect to such incurrence, the Company could
incur at least $1.00 of additional indebtedness (other than pursuant to
clauses (A) through (J) hereof), (G) indebtedness of up to $3 million
incurred in connection with certain retirements for value of Company
securities held by employees or former employees, (H) guarantees of
indebtedness of the
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Company or a Restricted Subsidiary, (I) indebtedness incurred in connection
with the acquisition of the Vinings Wyndham Garden Hotel and (J) other
indebtedness of up to $25 million;
(ii) a limitation on the ability of the Company and its Restricted
Subsidiaries to (A) pay dividends on or repurchase any capital stock
(including the Common Stock) not held by the Company or a wholly-owned
Restricted Subsidiary that is a guarantor of the Notes, (B) voluntarily
prepay or repay any indebtedness that is not senior in right of payment to
the Notes or (C) make any investment other than (x) an investment in cash
or cash equivalents, (y) loans or advances of up to $3 million to employees
in the ordinary course of business or (z) other investments of up to $10
million, unless, in any of cases (A), (B) or (C), at the time of such
payment and after giving effect thereto, (I) no default or event of default
shall have occurred and be continuing, (II) the Company could incur at
least $1.00 of indebtedness (other than pursuant to clauses (A) through (J)
of paragraph (i) above) and (III) the aggregate amount of all such payments
shall not exceed the sum of (a) 50% of the aggregate amount of the Adjusted
Consolidated Net Income (as defined in the Indenture) (or, if the Adjusted
Consolidated Net Income is a loss, minus 100% of such amount) (determined
by excluding income created by transfers of assets received by the Company
or a Restricted Subsidiary from an Unrestricted Subsidiary (as defined in
the Indenture)) accrued on a cumulative basis during the period beginning
on April 1, 1996 and ending on the last day of the Company's last fiscal
quarter ended before the date of such payment plus (b) the aggregate net
proceeds received by the Company from the issuance and sale permitted by
the Indenture of its capital stock (other than redeemable stock) to a
person that is not a Subsidiary (as defined in the Indenture) of the
Company, or from the issuance of any options, warrants or other rights to
acquire capital stock of the Company (in each case, exclusive of any
redeemable stock or any options, warrants or other rights that are
redeemable at the option of the holder, or are required to be redeemed,
prior to the stated maturity of the Notes) plus (c) an amount equal to the
net reduction in investments in persons that are not Restricted
Subsidiaries resulting from payments of interest on indebtedness,
dividends, repayments of loans or advances, or other transfers of assets,
in each case to the Company or any Restricted Subsidiary from persons that
are not Restricted Subsidiaries, or from redesignations of Unrestricted
Subsidiaries as Restricted Subsidiaries, not to exceed, in the case of any
person that is not a Restricted Subsidiary, the amount of investments
previously made by the Company and any Restricted Subsidiary in such
person, plus (d) $15 million;
(iii) a limitation on the ability of the Company to suffer to exist
certain dividend and other payment restrictions affecting its subsidiaries;
(iv) a limitation on the ability of the Company to permit any
Restricted Subsidiary to issue capital stock;
(v) a limitation on the ability of the Company to permit any
Restricted Subsidiary to guarantee indebtedness of the Company (other than
indebtedness under the Revolving Credit Facility) unless such Restricted
Subsidiary also guarantees the Notes;
(vi) a limitation on the ability of the Company and its Restricted
Subsidiaries to enter into transactions with affiliates of the Company or
stockholders of the Company holding 5% or more of any class of capital
stock of the Company;
(vii) a limitation on the ability of the Company to engage in sales of
assets other than (A) sales by a Restricted Subsidiary to the Company or a
Restricted Subsidiary that is a guarantor of the Notes, (B) sales of assets
held for resale in the ordinary course of business, (C) sales in connection
with a permitted merger, consolidation or sale of all or substantially all
of the assets of the Company, (D) sales of damaged, worn out or obsolete
property, (E) abandonment of useless and unsalable assets or (F) sales of
capital stock of a Restricted Subsidiary to the Company or a Restricted
Subsidiary that is a guarantor of the Notes, in all cases unless the
proceeds therefrom are used to repurchase the Notes at 100% of their
principal amount, to permanently repay senior indebtedness or to purchase
assets to be used in a Hospitality-Related Business (as defined in the
Indenture);
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(viii) a limitation on the ability of the Company to incur
indebtedness that is senior in right of payment to the Notes but junior in
right of payment to the Company's senior indebtedness; and
(ix) a limitation on the ability of the Company to engage in a
business other than a Hospitality-Related Business.
In addition, the Indenture limits the ability of the Company to merge with
or into or transfer all or substantially all of its assets to another person.
Except as set forth above, the Indenture does not contain any material
quantitative financial requirements. The Notes provide for acceleration upon
customary events of default.
REVOLVING CREDIT FACILITY
General. The Company has received a commitment letter from Bankers Trust
pursuant to which Bankers Trust has agreed, subject to certain conditions, to
provide the Revolving Credit Facility. The Revolving Credit Facility provides
for up to $100.0 million of revolving loan borrowings. While the Company does
not expect that it will draw any amounts under the Revolving Credit Facility at
the closing thereof, it is anticipated that approximately $49.4 million
aggregate principal amount will initially be available for borrowings at such
time. Availability under the Revolving Credit Facility will be subject to, among
other things, a borrowing base test calculated with reference to the cash flow
from the hotel properties and management contracts pledged to secure the
obligations of the Company under the Revolving Credit Facility, the location of
certain of such properties, the terms of such management contracts, the relative
contribution to the borrowing base of the different values attributed to such
properties and the values attributable to both the properties taken as a whole
and the management contracts taken as a whole and other factors. Under the terms
of the Revolving Credit Facility, no further borrowings will be made available
to the Company following the third anniversary of the closing of the Revolving
Credit Facility. The Revolving Credit Facility will mature four years from its
closing date. Subject to certain limitations, Bankers Trust may assign,
syndicate, participate, place or sell its interest under the Revolving Credit
Agreement to other institutional lenders.
The Revolving Credit Facility may be used for (a) the acquisition,
renovation, management and operation of certain hotel properties, (b) the
provision of equity and debt investments in joint ventures to acquire, renovate
and manage certain hotel properties, (c) equity and debt investments in and
credit support for owners of certain hotel properties managed by the Company and
its subsidiaries which are made in connection with the acquisition, extension,
renewal or modification of management agreements and (d) other corporate
purposes of the Company. The Revolving Credit Facility will bear interest at a
rate equal to, at the election of the Company, (a) the Bankers Trust base rate
plus one percent (1.0%) per annum, or (b) one-, two-, three- or six-month LIBOR
plus two percent (2.0%) per annum, payable monthly in arrears; provided however,
subject to the Company's satisfaction of certain conditions, the aforementioned
interest rates will be subject to a reduction of 0.25% per annum. The Company
will pay customary fees in connection with structuring the Revolving Credit
Facility and will also pay Bankers Trust an unused commitment fee equal to
0.375% per annum of the unused portion of the Revolving Credit Facility, payable
quarterly in arrears. Under certain circumstances, the Company may be required
to obtain interest rate protection. The Company is permitted to use up to $15.0
million of the amount available under the Revolving Credit Facility for the
issuance of letters of credit, which will be subject to a fee of 2.0% per annum
on the maximum amount which may be drawn under each letter of credit.
Amortization and Prepayment. The Revolving Credit Facility will not have
any scheduled amortization of principal during the first three years of the
term. On the 39th, 42nd and 45th months following the closing of the Revolving
Credit Facility, the Company will be required to amortize principal in an
aggregate amount equal to 20% of the amount outstanding under the Revolving
Credit Facility on the third anniversary of the closing of the Revolving Credit
Facility. Amounts outstanding under the Revolving Credit Facility must be
mandatorily prepaid in amounts equal to specified release prices upon (a) the
disposition or condemnation of, or casualty to, any hotel properties which are
mortgaged to secure indebtedness under the Revolving Credit Facility, or (b) the
termination of certain management agreements pledged to secure indebtedness
under the
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Revolving Credit Facility. The Company will be permitted to make voluntary
prepayments of amounts outstanding under the Revolving Credit Facility at any
time without penalty or premium.
Security and Guarantees. The Company's obligations under the Revolving
Credit Facility will be secured principally by (a) first priority mortgages on
the six hotels owned by the Company and additional hotel properties acquired by
the Company and approved by the lenders under the Revolving Credit Facility (the
"Pool A Properties"), (b) first priority mortgages on the twelve hotels in which
the Company has a leasehold interest and certain additional hotels that may be
acquired by the Company (the "Pool B Properties"), (c) a first priority
assignment of the rights of the Company in management agreements with respect to
certain hotels managed by the Company, (d) a first priority pledge by the
Company of all of the outstanding capital stock and partnership interests owned
by it in each of its subsidiaries, and (e) a first priority assignment and
pledge of the Company's interests in substantially all its other real and
personal property, including its bank accounts. The foregoing mortgages may be
released as to an individual hotel property or management agreement upon the
Company's compliance with certain conditions, including mandatory prepayment of
the Revolving Credit Facility, in an amount equal to the applicable release
price. The applicable release price with respect to a Pool A Property will be
the greater of (a) 125% of the outstanding principal amount allocated to the
property, (b) 85% of the sales price of the property, after deduction of certain
closing expenses, (c) the amount necessary for the Company to maintain
compliance with specific financial covenants under the Revolving Credit Facility
or (d) in the case of a release as a result of a casualty or condemnation, the
insurance proceeds or condemnation award resulting therefrom (provided the
partial release of an individual property will be permitted in any case of
casualty or condemnation). The applicable release price with respect to an
individual property which is a Pool B Property will be the greatest of (a) the
amount necessary for the Company to maintain compliance with specific financial
covenants under the Revolving Credit Facility, or (b) in the case of a release
as a result of a casualty or condemnation, the insurance proceeds or
condemnation award resulting therefrom (provided the partial release of an
individual property will be permitted in any case of casualty or condemnation).
Upon the termination of a management agreement which has been pledged by the
Company to secure the indebtedness under the Revolving Credit Facility, the
related security interest will be released upon the Company's compliance with
certain conditions, including, in some circumstances, mandatory prepayment of
the Revolving Credit Facility, in an amount equal to the applicable release
price. The applicable release price, if any, with respect to an individual
management agreement will be the greater of (a) 100% of the outstanding
principal amount allocated to the management agreement, (b) the amount necessary
for the Company to maintain compliance with specific financial covenants under
the Revolving Credit Facility, (c) in the case of a sale or other disposition of
the management agreement, 85% of the sale price of the management agreement
after deduction of certain closing expenses or (d) the termination fees, if any,
paid in connection with such termination. Certain other mandatory prepayments
are required in the event of a disposition of a hotel property that is not
mortgaged to secure the indebtedness under the Revolving Credit Facility. The
Company's obligations under the Revolving Credit Facility will be guaranteed,
with full recourse, by each of the Company's subsidiaries.
Covenants. The Revolving Credit Facility will contain covenants requiring
the Company to maintain a minimum net worth of $42.0 million and to maintain the
following financial ratios:
(a) the market value of the outstanding capital stock of the Company
shall not be less than 50% of the market value of such stock on the date of
the closing of the Revolving Credit Facility, unless there shall have
occurred a corresponding decrease in the market value of the capital stock
of a selected group of comparable companies;
(b) Total Consolidated Indebtedness (as defined in the Revolving
Credit Facility) and imputed indebtedness attributable to the Company's
ground lease obligations ("Imputed Debt") entered into following the
closing of the Revolving Credit Facility shall not exceed the lesser of (i)
the Adjusted Stockholders' Equity (as defined in the Revolving Credit
Facility) or (ii) 50% of Total Consolidated Indebtedness plus Imputed Debt
plus the market value of the outstanding capital stock of the Company,
unless the failure to meet the ratio with respect to clause (ii) is
attributable to a decrease in the market value of the capital stock of a
selected group of comparable companies of more than 50% since the date of
the closing of the Revolving Credit Facility;
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(c) an annually increasing ratio of Consolidated EBITDA (as defined in
the Revolving Credit Facility) plus total lease payments under permitted
sale-leaseback transactions (the "Lease Payments") to Consolidated Fixed
Charges (as defined in the Revolving Credit Facility) plus the greater of
the Lease Payments or an interest factor on the Imputed Debt;
(d) an annually increasing ratio of Consolidated EBITDA minus capital
expenses incurred plus Lease Payments to Consolidated Fixed Charges plus
Lease Payments and an interest factor on the Imputed Debt;
(e) an annually decreasing ratio of Total Consolidated Indebtedness
plus Imputed Debt to Consolidated EBITDA plus the Lease Payments; and
(f) an annually decreasing ratio of Total Consolidated Indebtedness
plus Imputed Debt to Consolidated EBITDA minus capital expenses incurred
plus Lease Payments.
The Revolving Credit Facility will also contain covenants that (a) impose
certain limitations on the right of the Company in respect of (i) the payment of
dividends and other distributions, (ii) the making of investments in, guaranties
for the benefit of or payments to subsidiaries, persons owning or leasing hotels
managed by the Company or otherwise, (iii) acquisitions of additional hotel
properties, (iv) the creation or incurrence of liens, (v) transactions with
affiliates, (vi) management or similar agreements delegating to another person
substantial authority over the operation or maintenance of hotel properties of
the Company and its subsidiaries, (vii) the incurrence of indebtedness, lease
obligations or contingent liabilities, (viii) mergers, acquisitions, joint
ventures, partnerships, divestures or reorganizations, (ix) the issuance of
preferred stock and (x) sale leaseback transactions involving any of its hotel
properties, (b) require the Company to maintain a capital reserve account of
3.5% of the gross revenues for each of the hotels owned or leased by it (the
GHALP Lease will require the Company to make deposits into a capital reserve
account in amounts equal to 5% of the gross revenues for each of the GHALP
Properties and the Harbour Island Lease will require the Company to allocate
amounts equal to 4% of the gross revenues of the Harbour Island Property for
replacement and repair of furniture, fixtures, equipment and other improvements
relating to such property), (c) require the Company to make certain expenditures
in connection with deferred maintenance, (d) require the Company to undertake
certain capital expenditures for the renovation of one hotel property (the
Wyndham Rose Hall Resort) and possibly other hotel properties, (e) require the
Company to obtain the lenders' consent prior to the Company entering into
certain arrangements relating to ISIS 2000 (see "Business -- Customers and
Marketing -- Central Reservations System" for further information relating to
ISIS 2000) and (f) require the Company to obtain the lenders' consent to the
refinancing of the $9.7 million principal amount of industrial revenue bond
indebtedness assumed in connection with the acquisition of the Vinings Wyndham
Garden Hotel. In addition, the Revolving Credit Facility will require the
Company to establish a cash management system for the Company's hotels that will
require all receipts to be swept daily into an account under the control of
Bankers Trust and will restrict distributions to subsidiaries and affiliates
under certain circumstances.
Events of Default. The Revolving Credit Facility will contain events of
default customary for transactions similar to those contemplated by the
Revolving Credit Facility, including (a) the nonpayment of principal, interest
or other amounts due under the Revolving Credit Facility when due, (b) the
failure to observe certain covenants under the Revolving Credit Facility,
subject to applicable grace and cure periods, (c) a material adverse change in
the business, operations or conditions, financial or otherwise, of the Company
(together with a material impairment of the ability of the Company and its
subsidiaries to perform their respective obligations under the Revolving Credit
Facility documents or a material impairment of the lenders' ability to enforce
such obligations), (d) breaches of representations and warranties, subject to
applicable cure periods, (e) the occurrence of a default in the payment of
principal, interest or other amounts due under the Notes or other indebtedness
of the Company and its subsidiaries, or any other event which would allow for
the acceleration of the maturity of any such indebtedness, (f) the default by
the Company or any of its subsidiaries under any ground lease obligation with
respect to a hotel property, (g) money judgments, not adequately insured, in
excess of $1.0 million against the Company or any of its subsidiaries and not
discharged, bonded, vacated or stayed within 60 days, (h) the occurrence of
certain events of bankruptcy of insolvency, (i) certain transactions resulting
in a "change of control" (as defined below) of the Company, (j) certain
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executive officers ceasing to be employed by the Company in a senior position by
reason of their death or disability, (k) any subsidiary of the Company ceasing
to be wholly owned by the Company or its other wholly owned subsidiaries, and
(l) payments by the Company or its subsidiaries with respect to certain
contingent liabilities in amounts in excess of those estimated on the date of
the closing. With respect to the Revolving Credit Facility, a "change of
control" means the occurrence of any of the following: (a) Bedrock, the Crow
Family Members and the Senior Executive Officers of the Company, collectively,
or the Senior Executive Officers of the Company, collectively, shall cease for
any reason to maintain legal and beneficial ownership of at least 50% of the
outstanding number of shares of Common Stock of the Company (excluding all
shares owned by WEL) owned by them as of the closing date of the Revolving
Credit Facility (provided that if certain principals of Bedrock cease to control
the business and affairs of Bedrock, then Bedrock shall be deemed to no longer
own any shares of Common Stock of the Company), (b) any person or group, other
than Bedrock, the Crow Family Members or the Senior Executive Officers of the
Company, is or becomes the beneficial owner of more than 35% of the total voting
power in the aggregate of all classes of capital stock of the Company normally
entitled to vote in the election of the Board of Directors, (c) a majority of
the Board of Directors of the Company shall not consist of nominees of Bedrock
or Crow Family Members or (d) there shall occur a Change of Control (as defined
in the Indenture for the Notes).
No Assurance. While the Company expects to enter into the Revolving Credit
Agreement contemporaneously with or shortly following the consummation of the
Offering, there can be no assurance that the Company will be successful in
entering into the Revolving Credit Agreement and, if so, on what terms. The
Revolving Credit Facility would be an important source of capital to fund the
Company's future growth strategy and, if the Company is not able to agree with
Bankers Trust on the terms of the Revolving Credit Agreement, it would need to
seek other sources of financing to help fund its future growth strategy. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Liquidity and Capital Resources."
DESCRIPTION OF CAPITAL STOCK
AUTHORIZED SHARES
The authorized capital stock of the Company consists of 45,000,000 shares
of Common Stock and 5,000,000 shares of Preferred Stock, $.01 par value per
share ("Preferred Stock"), issuable in series.
COMMON STOCK
Holders of Common Stock are entitled to one vote per share on all matters
to be voted upon by the stockholders. Accordingly, holders of a majority of
shares of Common Stock entitled to vote in any election of directors may elect
all of the directors standing for election. Holders of Common Stock are entitled
to receive dividends and other distributions when, as and if declared from time
to time by the Board of Directors out of funds legally available therefor
subject to any preferential rights of, and sinking fund or redemption or
purchase rights with respect to, any Preferred Stock that may be issued. In the
event of voluntary or involuntary liquidation, dissolution or winding up of the
Company, the holders of Common Stock are entitled to share ratably in all assets
remaining after payment of liabilities subject to prior distribution rights of
any Preferred Stock then outstanding. Holders of the Common Stock have no
preemptive or conversion rights and the Common Stock is not subject to further
calls or assessment by the Company. There are no redemption or sinking fund
provisions applicable to the Common Stock.
PREFERRED STOCK
The Company's Certificate of Incorporation ("Certificate") authorizes
5,000,000 shares of Preferred Stock, none of which is outstanding. The Board of
Directors has the authority, without any further vote or action by the
stockholders, to issue Preferred Stock in one or more series and to fix the
number of shares, designations, relative rights (including voting rights),
preferences and limitations of such series to the full
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extent now or hereinafter permitted by Delaware law. The Company has no present
intention to issue shares of Preferred Stock.
DIRECTORS' LIABILITY
As authorized by the Delaware General Corporation Law ("DGCL"), the
Certificate limits the liability of Directors to the Company for monetary
damages. The effect of this provision in the Certificate is to eliminate the
rights of the Company and its stockholders (through stockholders' derivative
suits on behalf of the Company) to recover monetary damages against a Director
for breach of fiduciary duty as a Director (including breaches resulting from
negligent behavior), except in certain limited situations. This provision does
not limit or eliminate the rights of the Company or any stockholder to seek
non-monetary relief such as an injunction or rescission in the event of a breach
of a Director's fiduciary duty. These provisions will not alter the liability of
Directors under federal securities law.
SECTION 203 OF THE DELAWARE GENERAL CORPORATION LAW
The Company is subject to the provisions of Section 203 of the DGCL. That
section provides, with certain exceptions, that a Delaware corporation may not
engage in any of a broad range of business combinations with a person or an
affiliate or associate of such person who is an "Interested Stockholder" (as
defined below) for a period of three years from the date that such person became
an Interested Stockholder unless: (i) the business combination or the
transaction resulting in a person's becoming an Interested Stockholder is
approved by the board of directors of the corporation before the person becomes
an Interested Stockholder, (ii) upon consummation of the transaction which
resulted in the person becoming an Interested Stockholder, the Interested
Stockholder owned 85% or more of the voting stock of the corporation outstanding
at the time the transaction commenced (excluding shares owned by persons who are
both officers and directors of the corporation and shares held by certain
employee stock ownership plans) or (iii) on or after the date the person became
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 at an annual or special meeting,
excluding shares owned by the Interested Stockholder. An "Interested
Stockholder" is defined as any person that is (i) the owner of 15% or more of
the outstanding voting stock of the corporation or (ii) an affiliate or
associate of the corporation and was the owner of 15% or more of the outstanding
voting stock of the corporation at any time within the three-year period
immediately prior to the date on which it is sought to be determined whether
such person is an Interested Stockholder. The Company believes that by its
terms, Section 203 does not restrict transactions with CF Securities, L.P.,
which will become an Interested Stockholder as a result of the Formation, or any
other party to the Stockholders' Agreement that becomes an Interested
Stockholder (for purposes of Section 203) as a result of the exercise of the
right of first offer described under "-- Stockholders' Agreement." In such
cases, the Company's Board of Directors has approved the transactions pursuant
to which such parties will or may become Interested Stockholders.
ANTI-TAKEOVER PROVISIONS
Certain provisions of the Certificate could have an anti-takeover effect.
These provisions are intended to enhance the likelihood of continuity and
stability in the composition of the Board of Directors of the Company and in the
policies formulated by the Board of Directors and to discourage certain types of
transactions, described below, which may involve an actual or threatened change
in control of the Company. The provisions are designed to reduce the
vulnerability of the Company to an unsolicited proposal for a takeover of the
Company 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 the Company. The provisions are also intended to discourage certain tactics
that may be used in proxy fights. The Board of Directors believes that, as a
general rule, such takeover proposals would not be in the best interests of the
Company and its stockholders. See "Risk Factors -- Anti-Takeover Matters."
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Classified Board of Directors The Certificate provides for the Board of
Directors to be divided into three classes of directors serving staggered
three-year terms. As a result, approximately one-third of the Board of Directors
will be elected each year.
The Board of Directors believes that a classified Board of Directors will
help to assure the continuity and stability of the Board of Directors and the
business strategies and policies of the Company as determined by the Board of
Directors, because the likelihood of continuity and stability in the composition
of the Company's Board of Directors and in the policies formulated by the Board
will be enhanced by staggered three-year terms.
The classified board provision could have the effect of discouraging a
third party from making a tender offer or otherwise attempting to obtain control
of the Company, even through such an attempt might be beneficial to the Company
and its stockholders. In addition, the classified board provision could delay
stockholders who do not agree with the policies of the Board of Directors from
removing a majority of the Board for two years. See "-- Number of Directors;
Removal; Filling Vacancies."
Number of Directors; Removal; Filling Vacancies. The Certificate will
provide that the Board of Directors will consist of between 5 and 13 members,
the exact number to be fixed from time to time by resolution adopted by a
majority of the directors then in office. The Company will have 6 directors
prior to the Offering, and subsequent to the closing of the Offering expects to
add 3 Independent Directors. Further, subject to the Stockholders' Agreement and
the rights of the holders of any series of Preferred Stock then outstanding, the
Certificate authorizes only the Board of Directors to fill vacancies, including
newly created directorships. Accordingly, this provision could prevent a
stockholder from obtaining majority representation on the Board of Directors by
enlarging the Board of Directors and filling the new directorships with its own
nominees. Subject to the Stockholders' Agreement and the rights of the holders
of any series of Preferred Stock then outstanding, the Certificate also provides
that directors of the Company may be removed only for cause and only by the
affirmative vote of holders of a majority of the outstanding shares of voting
stock.
Advance Notice Requirements for Stockholder Proposals and Director
Nominations. The Certificate establishes an advance notice procedure for the
nomination, other than by or at the discretion of the Board of Directors or a
committee thereof, of candidates for election as director as well as for other
stockholder proposals to be considered at annual stockholders' meetings.
Notice of stockholder proposals and director nominations must be timely
given in writing to the Secretary of the Company prior to the meeting at which
the matters are to be acted upon or the directors are to be elected. To be
timely, notice must be received at the principal offices of the Company not less
than 60, nor more than 90, days prior to the meeting of stockholders; provided,
that in the event that less than 70 days' notice or prior public disclosure of
the date of the meeting is given or made, notice by the stockholder in order to
be timely must be so received not later than the close of business on the 10th
day following the day on which notice of the date of the meeting was mailed or
the day on which public disclosure was made, whichever first occurs.
The purpose of requiring advance notice is to afford the Board of Directors
an opportunity to consider the qualifications of the proposed nominees or the
merits of other stockholder proposals and, to the extent deemed necessary or
desirable by the Board of Directors, to inform stockholders about those matters.
Written Consent; Special Meetings of Stockholders. The Certificate
prohibits the taking of stockholder action by written consent without a meeting.
The Certificate provides that special meetings of the stockholders of the
Company may be called only by the Chairman, or a majority of the members of the
Board of Directors. These provisions will make it more difficult for
stockholders to take action opposed by the Board of Directors.
Amendment of Certain Provisions of the Certificate. The Certificate
generally requires the affirmative vote of the holders of at least 66 2/3% of
the outstanding voting stock in order to amend any provisions of the Certificate
concerning (i) the classified board, (ii) the amendment of Bylaws, (iii) any
proposed compromise or arrangement between the Company and its creditors, (iv)
the authority of stockholders to act by written consent, (v) the liability of
directors, (vi) certain mergers, consolidations and sales, leases and exchanges
of all or substantially of the Company's property and assets, (vii) the required
vote to amend the Certificate,
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(viii) the call of a special meeting of stockholders, (ix) stockholder proposals
concerning business to be conducted at an annual meeting of stockholders, (x)
director nominations by stockholders, (xi) what considerations the Board, a
committee of the Board and each director may take into account when discharging
their respective duties, (xii) indemnification of directors and (xiii)
authorization of the Board to pursue or take action with respect to transactions
that would result in a change of control of the Company. These voting
requirements will make it more difficult for minority stockholders to make
changes in the Certificate which could be designed to facilitate the exercise of
control over the Company. In addition, the requirement for approval by at least
a 66 2/3% stockholder vote will enable the holders of a minority of the voting
stock of the Company to prevent the holders of a majority or more of such
securities from amending such provisions of the Certificate.
In addition, the Stockholders' Agreement described below may have the
effect of delaying, deterring or preventing a takeover of the Company. See
"-- Stockholders' Agreement."
STOCKHOLDERS' AGREEMENT
Contemporaneously with the transactions comprising the Formation, the
Company will enter a stockholders' agreement (the "Stockholders' Agreement")
with various affiliates of Bedrock (for purposes of this section of the
Prospectus, the "Bedrock Stockholders") and certain Crow Family Members, the
Senior Executive Officers, WEL and Ms. Groenteman (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.
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 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 Stockholder 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 selling Stockholder, (b) to certain
selling Stockholder family members, trusts or, if the selling stockholder is a
corporation, partnership or other entity, its equity owners, (c) to certain Crow
Family Members 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. Wyndham 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 directors nominated in
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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 Wyndham 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
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 of the Company, (c) the termination
of management contracts under the Investment Program 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 Offering and (f) any distribution of Common
Stock by the Bedrock Stockholders to direct or indirect owners of equity
interests in the Bedrock Stockholders that results in such Common Stock being
held by anyone other than a Bedrock principal or an entity controlled by such a
principal.
REGISTRATION RIGHTS
Contemporaneously with the Formation (see "The Formation and the Financing
Plan -- The Formation"), the Company will enter into a registration rights
agreement with Crow Family Members, the Senior Executive Officers, WEL, Ms.
Groenteman and Bedrock (the "Registration Rights Agreement"), pursuant to which
the Company will agree, subject to certain limitations and under certain
circumstances, to register for sale any shares of Common Stock of the Company
(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 15,316,667 shares of Common Stock issued in the
Formation of the Company 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. Crow Family
Members, the Senior Executive Officers, Ms. Groenteman and Bedrock agree 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
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(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. Crow Family Members, the Senior Executive
Officers, WEL and Bedrock agree to waive their rights to include shares of
Common Stock in the Offering.
As required by the terms of the GE Credit Agreement, the Company has
entered into a registration rights agreement with General Electric based
generally on the terms specified in Section 10.5 of the GE Credit Agreement (the
"GE Registration Rights Agreement"). The GE Registration Rights Agreement
provides General Electric with a one time right, exercisable during the
eighteen-month period starting upon the expiration of the six-month period
immediately following the effective date of the Offering, to effect a demand
registration of the estimated 537,634 shares of Common Stock of the Company that
it holds. The GE Registration Rights Agreement also provides General Electric
with certain piggyback registration rights during the 18 month period, although
the securities requested to be registered may be limited or excluded by the
underwriters in an underwritten offering based on such underwriters'
determination that the inclusion of such securities (or a portion thereof) would
adversely affect the marketing of the securities to be sold by the Company. The
demand registration rights will be exercisable only if the shares of Common
Stock to be registered have a market value of at least $1.0 million.
Registration expenses (other than underwriting discounts and commissions)
relating to a piggyback registration will be borne solely by the Company and
one-half of the registration expenses relating to a demand registration will be
paid by General Electric, up to $25,000.
TRADING MARKET AND TRANSFER AGENT
No established trading market for the Common Stock existed prior to the
Offering. The Common Stock has been approved for listing on the New York Stock
Exchange under the symbol "WYN," subject to official notice of issuance. The
Company's registrar and transfer agent is Chemical Mellon Shareholder Services
L.L.C.
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CERTAIN U.S. TAX CONSEQUENCES TO NON-U.S. STOCKHOLDERS
The following is a general discussion of certain U.S. federal tax
consequences of the ownership and disposition of a share of Common Stock by a
non-U.S. holder. For purposes of this discussion, a non-U.S. holder is a person
or entity that, for U.S. federal income tax purposes, is a non-resident alien
individual, a foreign corporation, a foreign partnership, or a non-resident
fiduciary of a foreign estate or trust. This discussion does not consider any
specific facts or circumstances that may apply to a particular non-U.S. holder
and does not address state, local or non-U.S. tax considerations. Furthermore,
the following discussion is based on current provisions of the Internal Revenue
Code of 1986, as amended (the "Code"), the regulations promulgated thereunder
("Treasury Regulations") and public administrative and judicial interpretations
of the Code and Treasury Regulations as of the date hereof, all of which are
subject to change, which changes could be applied retroactively.
Proposed Treasury Regulations were issued on April 15, 1996 (the "Proposed
Regulations") which, if adopted, would affect the United States taxation of
dividends paid to a non-U.S. holder of Common Stock. The Proposed Regulations
are generally proposed to be effective with respect to dividends paid after
December 31, 1997, subject to certain transition rules. The discussion below is
not intended to be a complete discussion of the provisions of the Proposed
Regulations.
Each prospective investor is urged to consult its own tax adviser with
respect to the U.S. federal (including the effect of the Proposed Regulations if
adopted), state and local tax consequences of owning and disposing of a share of
Common Stock, as well as any tax consequences arising under the laws of any
other taxing jurisdiction.
U.S. INCOME AND ESTATE TAX CONSEQUENCES
Dividends. It is not currently contemplated that the Company will pay
dividends on the Common Stock in the foreseeable future. However, in the event a
dividend is paid by the Company, such dividend will be subject to a U.S.
withholding tax at a rate of 30% ("Withholding Tax") as reduced or eliminated by
applicable U.S. income tax treaty, unless the dividend is effectively connected
with the conduct of a trade or business in the United States by the non-U.S.
holder.
A dividend that is effectively connected with the conduct of a trade or
business in the United States by the non-U.S. holder of Common Stock or, if a
tax treaty applies, is attributable to a United States permanent establishment
maintained by such non-U.S. holder, will be exempt from the Withholding Tax
provided certain certification and disclosure requirements are met. Instead, the
non-U.S. holder will be subject to U.S. federal income tax in the same manner as
a comparable United States holder on such holder's net income which is
effectively connected with its trade or business in the United States, or if a
tax treaty applies, is attributable to a United States permanent establishment.
Additionally, non-U.S. holders which are corporations may be subject to the
branch profits tax at a rate of 30% of the non-U.S. corporation's effectively
connected earnings and profits (subject to certain adjustments) ("Branch Profits
Tax") as reduced or eliminated by applicable U.S. income tax treaty.
According to Treasury Regulations and administrative interpretations
thereof, for purposes of the Withholding Tax and application of any reduction or
elimination of the Withholding Tax pursuant to applicable treaty, dividends paid
to an address outside the United States are considered paid to a non-U.S. holder
who is a resident of the country of address, unless the Company has definite or
actual knowledge to the contrary.
Conversely, under the Proposed Regulations, to obtain a reduced rate of
withholding under a treaty, a non-U.S. holder would generally be required to
provide a valid Internal Revenue Service Form W-8 certifying such non-U.S.
holder's entitlement to benefits under a treaty. The Proposed Regulations also
provide special rules to determine whether, for purposes of determining the
applicability of a tax treaty, dividends paid to a non-U.S. holder that is an
entity should be treated as paid to the entity or those persons holding an
interest in that entity.
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Gain on Disposition of Common Stock. A non-U.S. holder of Common Stock
generally will not be subject to U.S. federal income tax on any gain recognized
on the disposition of Common Stock unless: (i) subject to the exception
discussed below, the Company is or has been a "United States real property
holding corporation" (a "USRPHC") within the meaning of Section 897(c)(2) of the
Code at any time within the shorter of the five-year period preceding such
disposition or such holder's holding period (the "Required Holding Period");
(ii) the gain is effectively connected with the conduct of a trade or business
within the United States by the non-U.S. holder or, if a United States income
tax treaty applies, is attributable to a United States permanent establishment
maintained by the non-U.S. holder; (iii) the non-U.S. holder is either (a) an
individual who holds the Common Stock as a capital asset, is present in the
United States for 183 days or more in the taxable year of the disposition and
has a "tax home" (within the meaning of Section 911(d)(3) of the Code) in the
United States or (b) the gain is attributable to an office or other fixed place
of business maintained in the United States by such non-U.S. holder; or (iv) the
non-U.S. holder is subject to U.S. federal income tax pursuant to Code
provisions applicable to certain expatriates.
If a non-U.S. holder falls under clause (ii) above, such holder will be
subject to U.S. federal income tax on its taxable income effectively connected
with its trade or business in the United States in the same manner as a
comparable United States holder. In addition, if the non-U.S. holder is a
corporation, it may under certain circumstances be subject to the Branch Profits
Tax, as reduced or eliminated by a United States income tax treaty. If the
non-U.S. holder falls under clause (iii) above, he or she will be subject to a
flat 30% tax on the gain derived from the sale which may be offset by U.S.
capital losses (notwithstanding the fact that he or she is not considered a
resident of the United States). If the non-U.S. holder falls under clause (iv)
above, he or she will be subject to U.S. federal income tax on his or her U.S.
sourced income in the same manner as a United States individual, unless the U.S.
federal income tax liability of such individual would be greater if computed as
if the individual was not a resident of the United States.
A domestic corporation will generally be classified as a USRPHC if the fair
market value of its United States real property interests equals or exceeds 50%
of the sum of the fair market value of its worldwide real property interests and
its other assets used or held for use in a trade or business. Although not
entirely free from doubt, it is anticipated that the Company will be a USRPHC.
However, if the Common Stock is considered to be regularly traded on an
established securities market, then non-U.S. holders of Common Stock will not be
subject to U.S. federal income tax, or withholding in respect of such tax, on
gain from a sale or other disposition of Common Stock by reason of the Company's
USRPHC status if such holder does not own, actually or constructively, more than
5% of the Common Stock outstanding at any time during the Required Holding
Period. Under one interpretation of the temporary Treasury Regulations defining
what it means to be regularly traded on an established securities market, it is
expected that the Common Stock will be considered to be regularly traded on an
established securities market.
Under this interpretation, if the Company is or has been a USRPHC within
the Required Holding Period and if a non-U.S. holder owned more than 5% of the
Common Stock during such period, such non-U.S. holder will be subject to U.S.
federal income tax on the gain recognized on the sale or other disposition of
the Common Stock in the same manner as a comparable United States person (the
"FIRPTA Tax"). Generally, as a means of collecting the FIRPTA Tax, the Code
requires any transferee of stock in a USRPHC to deduct and withhold an amount
equal to 10% of the amount realized from the sale or other disposition. The
amount withheld is credited against the U.S. federal income tax liability of the
non-U.S. holder.
However, it is possible to read these temporary Treasury Regulations as
providing that the Common Stock will not be "regularly traded" for any calendar
quarter during which 100 or fewer persons (treating related persons as one
person) in the aggregate own 50% or more of the Common Stock. In the event that
this interpretation is determined to be correct and if the Company is a USRPHC
during the Required Holding Period, a non-U.S. Holder (without regard to its
ownership percentage of Common Stock) will be subject to the FIRPTA Tax with
respect to gain realized (subject to certain adjustments) on any sale or other
disposition of Common Stock that occurs within a calendar quarter during which
50% or more of the Common Stock is so owned as well as to the 10% withholding
tax described above.
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NON-U.S. HOLDERS OF COMMON STOCK ARE URGED TO CONSULT THEIR OWN TAX ADVISORS
CONCERNING THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF OWNING COMMON STOCK.
Federal Estate Tax. Shares of Common Stock owned or treated as owned by an
individual non-U.S. holder at the time of his or her death will be includible in
his or her estate for United States estate tax purposes unless an applicable
United States estate tax treaty provides otherwise.
BACKUP WITHHOLDING AND INFORMATION REPORTING
Dividends. The Company must report annually to the Internal Revenue Service
and to each non-U.S. holder the amount of dividends paid to and the U.S. federal
income tax withheld, if any, with respect to such holder. These information
reporting requirements apply regardless of whether withholding was reduced by an
applicable tax treaty. Under certain circumstances, copies of these information
returns may be made available under the provisions of a specific treaty or
agreement with the tax authorities in the country in which the non-U.S. holder
resides. Dividends that are subject to the Withholding Tax and dividends that
are effectively connected with the conduct of a trade or business in the United
States by a non-U.S. holder (provided certain certification and disclosure
requirements are met) are exempt from backup withholding of U.S. federal income
tax. Therefore, backup withholding generally will not apply to dividends paid on
shares of Common Stock to a non-U.S. holder at an address outside the United
States.
The Proposed Regulations will, if adopted, alter the foregoing rules in
certain respects. Among other things, the Proposed Regulations provide certain
presumptions under which non-U.S. holders may be subject to backup withholding
in the absence of required certifications.
Disposition of Common Stock. Information reporting and backup withholding
imposed at a rate of 31% will apply to the proceeds of a disposition of Common
Stock paid to or through a United States office of a broker unless the disposing
holder certifies that: (i) it is neither a citizen or resident of the U.S.; (ii)
it has not been and, at the time the certification is made, does not reasonably
expect to be present in the U.S. for 183 or more days during the calendar year;
and (iii) it is not and, at the time the certification is made, does not
reasonably expect to be engaged in a trade or business in the U.S. with respect
to which any gain derived from transactions effected through the broker during
the calendar year will be effectively connected. In lieu of certifying (ii) and
(iii), the non-U.S. holder may certify that it is the beneficiary of a United
States income tax treaty under which the gain derived from transactions effected
through the broker are exempt from U.S. federal income tax.
Backup withholding is not an additional tax. Rather, the tax liability of
persons subject to backup withholding will be reduced by the amount of tax
withheld. If withholding results in an overpayment of taxes, a refund may be
obtained, provided that the required information is furnished to the Internal
Revenue Service.
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UNDERWRITING
Under the terms and subject to the conditions contained in the U.S.
Underwriting Agreement dated the date hereof, each of the underwriters for the
United States and Canadian offering of Common Stock named below (the "U.S.
Underwriters"), for whom Smith Barney Inc., Donaldson, Lufkin & Jenrette
Securities Corporation, Montgomery Securities and BT Securities Corporation are
acting as the Representatives (the "Representatives"), has severally agreed to
purchase, and the Company has agreed to sell to each U.S. Underwriter, shares of
Common Stock which equal the number of shares set forth opposite the name of
such U.S. Underwriter below:
<TABLE>
<CAPTION>
NUMBER OF
U.S. UNDERWRITER SHARES
-------------------------------------------------------------------------- ---------
<S> <C>
Smith Barney Inc..........................................................
Donaldson, Lufkin & Jenrette Securities Corporation.......................
Montgomery Securities.....................................................
BT Securities Corporation.................................................
---------
Total........................................................... 2,680,000
=========
</TABLE>
Under the terms and subject to the conditions contained in the
International Underwriting Agreement dated the date hereof, each of the managers
of the concurrent international offering of Common Stock named below (the
"Managers"), for whom Smith Barney Inc., Donaldson, Lufkin & Jenrette Securities
Corporation, Montgomery Securities and Bankers Trust International PLC are
acting as lead managers (the "Lead Managers"), has severally agreed to purchase,
and the Company has agreed to sell to each Manager, shares of Common Stock which
equal the number of shares set forth opposite the name of such Manager below:
<TABLE>
<CAPTION>
NUMBER OF
MANAGER SHARES
-------------------------------------------------------------------------- ---------
<S> <C>
Smith Barney Inc..........................................................
Donaldson, Lufkin & Jenrette Securities Corporation.......................
Montgomery Securities.....................................................
Bankers Trust International PLC...........................................
-------
Total........................................................... 670,000
=======
</TABLE>
The U.S. Underwriting Agreement and the International Underwriting
Agreement provide that the obligations of the several U.S. Underwriters and the
several Managers, respectively, to pay for and accept delivery of the shares are
subject to approval of certain legal matters by counsel and to certain other
conditions. The U.S. Underwriters and the Managers are obligated to take and pay
for all shares of Common Stock offered in the Offering (other than those covered
by the over-allotment option described below) if any such shares are taken.
The U.S. Underwriters and the Managers initially propose to offer part of
the Common Stock directly to the public at the initial public offering price set
forth on the cover page of this Prospectus and part to certain dealers at a
price that represents a concession not in excess of $ per share below
the initial public offering price. The U.S. Underwriters and the Managers may
allow, and such dealers may reallow, a concession not in excess of $
per share to the other U.S. Underwriters or Managers, respectively, or to
certain other dealers. After the initial public offering, the public offering
price and such concessions may be changed by the U.S. Underwriters and the
Managers.
The Company has granted an option, exercisable for 30 days from the date of
this Prospectus, to purchase up to an additional 502,500 shares of Common Stock
to the U.S. Underwriters at the initial public offering price set forth on the
cover page of this Prospectus less underwriting discounts and commissions. The
U.S. Underwriters may exercise such option to purchase additional shares solely
for the purpose of covering over-allotments, if any, incurred in connection with
the sale of the shares offered hereby. To the extent such option is exercised,
each U.S. Underwriter will become obligated, subject to certain conditions, to
purchase
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<PAGE> 133
approximately the same percentage of such additional shares as the number of
shares set forth opposite such U.S. Underwriter's name in the second preceding
table bears to the total number of shares in such table.
The Company and certain owners of the Assigned Businesses have agreed to
indemnify the U.S. Underwriters and Managers, and the U.S. Underwriters and
Managers have agreed to indemnify the Company, against certain liabilities,
including liabilities under the Securities Act.
The Company and all of its existing stockholders have agreed that, subject
to certain exceptions, for a period of 180 days from the date of this
Prospectus, they will not, without the prior written consent of Smith Barney
Inc., offer, sell, contract to sell or otherwise dispose of any shares of Common
Stock or any securities convertible into, or exercisable or exchangeable for,
shares of Common Stock. However, the Senior Executive Officers will be permitted
to pledge Common Stock owned by them within such 180 day period to Smith Barney
in connection with margin loan transactions into which Smith Barney and certain
Senior Executive Officers may enter subsequent to the completion of the
Offerings. The proceeds of such loans would be used by such Senior Executive
Officers to repay to the Company all or a part of their outstanding indebtedness
under the DAB Notes. There can be no assurance that such margin loans will be
made. In the event that Smith Barney were to foreclose on the shares of Common
Stock securing any such loans within such 180 day period, Smith Barney would
attempt to resell such Common Stock, and any such resale would not be subject to
such lock-up provisions.
The U.S. Underwriters and the Managers have entered into an Agreement
Between U.S. Underwriters and Managers pursuant to which each U.S. Underwriter
has agreed that, as part of the distribution of the 2,680,000 shares offered in
the United States and Canadian offering, (i) it is not purchasing any such
shares for the account of anyone other than a United States or Canadian Person
(as defined below) and (ii) it has not offered or sold, and will not offer,
sell, resell or deliver, directly or indirectly, any of such shares or
distribute any prospectus relating to the United States and Canadian offering
outside the United States or Canada or to anyone other than a United States or
Canadian Person. In addition, each Manager has agreed that as part of the
distribution of the 670,000 shares offered in the international offering, (i) it
is not purchasing any such shares for the account of any United States or
Canadian Person and (ii) it has not offered or sold, and will not offer, sell,
resell or deliver, directly or indirectly, any of such shares or distribute any
prospectus relating to the international offering in the United States or Canada
or to any United States or Canadian Person. Each Manager has also agreed that it
will offer to sell shares only in compliance with all relevant requirements of
any applicable laws.
The foregoing limitations do not apply to stabilization transactions or to
certain other transactions specified in the U.S. Underwriting Agreement, the
International Underwriting Agreement and the Agreement Between U.S. Underwriters
and Managers, including: (i) certain purchases and sales between the U.S.
Underwriters and the Managers, (ii) certain offers, sales, resales, deliveries
or distributions to or through investment advisors or other persons exercising
investment discretion, (iii) purchases, offers or sales by a U.S. Underwriter
who is also acting as Manager or by a Manager who is also acting as a U.S.
Underwriter and (iv) other transactions specifically approved by the
Representatives and the Lead Managers. As used herein, "United States or
Canadian Person" means any resident or national of the United States or Canada,
any corporation, partnership or other entity created or organized in or under
the laws of the United States or Canada or any estate or trust the income of
which is subject to United States or Canadian income taxation regardless of the
source of its income (other than the foreign branch of any U.S. or Canadian
Person), and includes any United States or Canadian branch of a person other
than a U.S. or Canadian Person.
Any offer of shares in Canada will be made only pursuant to an exemption
from the requirement to file a prospectus in the relevant province of Canada in
which such offer is made.
Each Manager has agreed that (i) it has not offered or sold and during the
period of six months from the date hereof will not offer or sell any shares to
persons in the United Kingdom except to persons whose ordinary activities
involve them in acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of their businesses or otherwise in
circumstances which have not resulted and will not result in an offer to the
public in the United Kingdom within the meaning of the Public Offers of
Securities Regulations 1995 (the "Regulations"); (ii) it has complied and will
comply with all applicable provisions of the Financial
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<PAGE> 134
Services Act 1986 and the Regulations with respect to anything done by it in
relation to the shares in, from or otherwise involving the United Kingdom; and
(iii) it has only issued or passed on and will only issue or pass on to any
person in the United Kingdom any document received by it in connection with the
offer of the shares if that person is of a kind described in Article 11(3) of
the Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order
1995 or is a person to whom such document may otherwise lawfully be issued or
passed on.
No action has been or will be taken in any jurisdiction by the Company or
the Managers that would permit an offering to the general public of the shares
offered in the Offering in any jurisdiction other than the United States.
Purchasers of the shares offered in the Offering may be required to pay
stamp taxes and other charges in accordance with the laws and practices of the
country of purchase in addition to the offering price set forth on the cover
page hereof.
Pursuant to the Agreement Between U.S. Underwriters and Managers, sales may
be made between the U.S. Underwriters and the Managers of such number of shares
as may be mutually agreed. The price of any shares so sold shall be the public
offering price as then in effect for shares being sold by the U.S. Underwriters
and the Managers, less all or any part of the selling concession, unless
otherwise determined by mutual agreement. To the extent that there are sales
between the U.S. Underwriters and the Managers pursuant to the Agreement between
U.S. Underwriters and Managers, the number of shares initially available for
sale by the U.S. Underwriters and by the Managers may be more or less than the
number of shares appearing on the front cover of this Prospectus.
Prior to the Offering, there has not been any public market for the Common
Stock of the Company. Consequently, the initial public offering price for the
shares of Common Stock included in the Offering has been determined by
negotiations between the Company and the Representatives. Among the factors
considered in determining such price were the history of and prospects for the
Company's business and the industry in which it competes, an assessment of the
Company's management and the present state of the Company's development, the
past and present revenues and earnings of the Company, the prospects for growth
of the Company's revenues and earnings, the current state of the economy in the
United States and the current level of economic activity in the industry in
which the Company competes and in related or comparable industries, and
currently prevailing conditions in the securities markets, including current
market valuations of publicly traded companies which are comparable to the
Company.
The Common Stock has been approved for listing on the New York Stock
Exchange, subject to official notice of issuance. In order to meet one of the
requirements for listing the Common Stock on the New York Stock Exchange, the
U.S. Underwriters and Managers have undertaken to sell lots of 100 or more
shares to a minimum of 2,000 beneficial holders.
BT Securities Corporation and Bankers Trust International PLC are
affiliates of Bankers Trust, from which the Company has received a commitment
(subject to certain conditions) to provide or arrange for the Revolving Credit
Facility, and with respect to which Bankers Trust has received and will receive
customary compensation. See "Description of Indebtedness -- Revolving Credit
Facility."
LEGAL MATTERS
The validity of the issuance of the shares of Common Stock offered by this
Prospectus will be passed upon for the Company by Locke Purnell Rain Harrell (A
Professional Corporation), Dallas, Texas. Davis Polk & Wardwell, New York, New
York, will pass upon certain legal matters for the U.S. Underwriters and
Managers.
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<PAGE> 135
EXPERTS
The financial statements and schedules included in this Prospectus and
elsewhere in the registration statement to the extent and for the periods
indicated in their reports have been audited by Coopers & Lybrand L.L.P.
independent accountants, and are included in this Prospectus in reliance upon
the authority of said firm as experts in accounting and auditing in giving said
reports.
ADDITIONAL INFORMATION
The Company has filed with the Commission a registration statement on Form
S-1 (as amended and together with all exhibits and schedules thereto, the
"Registration Statement") under the Securities Act of 1933 with respect to the
shares of Common Stock offered in the Offering. As permitted by the rules and
regulations of the Commission, this Prospectus does not contain all of the
information set forth in the Registration Statement. For further information
with respect to the Company and the Common Stock, reference is made to the
Registration Statement. Statements contained in this Prospectus concerning the
provisions of any contract, agreement, or other documents are not necessarily
complete. With respect to each contract, agreement, or other document filed as
an exhibit to the Registration Statement, reference is made to the exhibit for
the complete contents of the exhibit, and each statement concerning its
provisions is qualified in its entirety by such reference. The Registration
Statement may be inspected and copied at the offices of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549 and at its regional offices at 7
World Trade Center, New York, New York 10048 and Northwestern Atrium Center, 500
West Madison Street, 14th Floor, Chicago, Illinois 60661-2551. Copies of such
materials may also be obtained by mail at prescribed rates from the Public
Reference Section of the Commission at its principal office at 450 Fifth Street,
N.W., Washington, D.C. 20549.
The Company intends to furnish its stockholders with annual reports
containing audited financial statements and quarterly reports containing
unaudited financial information for the first three quarters of each fiscal
year.
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<PAGE> 136
GLOSSARY
Unless the context otherwise requires, the following capitalized terms
shall have the meanings set forth below for the purposes of this Prospectus:
"Act" means the Securities Act of 1933, as amended.
"ADR" means total room revenues divided by the total number of rooms
occupied.
"Assigned Businesses" means, collectively, the old Management Company, six
Wyndham brand hotels, leasehold interests relating to the GHALP Lease and an
additional leased hotel and a contract to purchase a single additional hotel,
each of which will be transferred to the Company pursuant to the Formation.
"Assigned Real Property" means, collectively, (i) the six Wyndham brand
hotels to be transferred to the Company in the Formation, (ii) leasehold
interests in the GHALP Properties and (iii) an additional leasehold interest to
be transferred to the Company.
"Bankers Trust" means Bankers Trust Company, the agent bank and lender
under the Revolving Credit Facility.
"Bedrock" means Hampstead affiliates that own 16 hotels managed by the
Company, together with certain affiliates.
"Bedrock Agreements" means, collectively, the Investment Agreement and the
Option Agreement entered into by the Company and Bedrock in May 1994 pursuant to
which, as amended, the Investment Program was established.
"Bedrock Contribution" means the $10.0 million contribution to the Company
from Bedrock pursuant to the Bedrock Exchange Agreement.
"Bedrock Exchange Agreement" means the agreement entered into on March 10,
1996 among the Company and Bedrock, pursuant to which Bedrock will transfer to
the Company the Bedrock Contribution and the Bedrock Options in exchange for
2,367,890 shares of Common Stock.
"Bedrock Options" means the options to purchase up to a 37.5% limited
partnership interest in the Old Management Company granted by the Company to
Bedrock under the Option Agreement.
"CF Securities" means CF Securities, L.P., a Texas limited partnership
owned by Crow Family Members.
"Change of Control" means, for purposes of the Notes, the occurrence of (i)
the sale of a majority of the fair market value of the assets of the Company, on
a consolidated basis, (ii) any person or group not affiliated with the Company's
current stockholders becoming the beneficial owner of more than 45% of the total
voting power of the Company or (iii) certain changes in a majority of the Board
of Directors of the Company during a two-year period.
"CHMC" means Caribbean Hotel Management Company.
"CHMC Agreement" means the agreement between CHMC and the Company pursuant
to which the Company acquired in 1988 from CHMC a number of management
agreements relating to certain Wyndham brand hotels then in operation and, in
partial consideration therefor, the Company agreed to pay CHMC 16% of the
revenues derived from such management agreements.
"Code" means the Internal Revenue Code of 1986, as amended.
"Commission" means the Securities and Exchange Commission.
"Common Stock" means the Common Stock, par value $.01 per share, of the
Company.
"Company" means, except where the context otherwise requires, Wyndham Hotel
Corporation, a Delaware corporation, and its predecessors and combined
subsidiaries.
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<PAGE> 137
"Comparable Hotels" means the 30 Wyndham brand hotels that have been
operated by the Company since January 1, 1993.
"Crow Family Members" means Mr. and Mrs. Trammell Crow, various descendants
of Mr. and Mrs. Trammell Crow, and various corporations, partnerships, trusts
and other entities beneficially owned or controlled by such persons.
"DAB Notes" means the outstanding principal and accrued interest severally
owing by the Senior Executive Officers and WEL to WFLP.
"Debt Offering" means the public offering of $100,000,000 aggregate
principal amount of % Senior Subordinated Notes due 2006.
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
"Financing Plan" means the financing plan the Company will implement as set
forth under "The Formation and the Financing Plan -- The Financing Plan."
"Formation" means the series of transactions related to the formation of
the Company as set forth under "The Formation and the Financing Plan -- The
Formation -- Formation Transactions."
"Formation Agreements" means certain agreements entered into in March 1996
among the Company and the current owners of direct and indirect interests in the
Assigned Businesses, which collectively provide for the transactions related to
the Formation.
"GE Credit Agreement" means the credit agreement between the Company and
General Electric relating to the Company's current revolving credit facility.
"GE Option" means General Electric's option to purchase from the Company at
the initial public offering price (less underwriting discounts and commissions)
up to the number of shares of Common Stock that is the quotient of an amount
estimated by the Company to be $7.5 million (one-half of the estimated $15.0
million of indebtedness that will be outstanding under the GE Credit Agreement
at the closing of the Offering) divided by the initial public offering price
(less underwriting discounts and commissions).
"General Electric" means General Electric Pension Trust.
"GHALP" means Garden Hotel Associates LP.
"GHALP Lease" means one or more long-term leases that will be entered by
GHALP II and HPT with respect to the GHALP Properties.
"GHALP Properties" means the 11 Wyndham Garden Hotels owned by GHALP that
will be sold by their current owners to HPT prior to the consummation of the
Offering.
"Hampstead" means the Hampstead Group L.L.C.
"Hotel Partnership" means any partnership owning a Wyndham hotel in which
Crow Family Members, Bedrock or the Senior Executive Officers have an interest.
"HPT" means Hospitality Properties Trust (including its subsidiaries), a
publicly traded REIT.
"Incentive Plan" means the Company's 1996 Long Term Incentive Plan pursuant
to which 2,133,811 shares of Common Stock have been reserved for issuance in
connection with stock options, stock appreciation rights and restricted stock
that may be granted thereunder.
"Indenture" means the indenture dated as of , 1996 among the
Company, certain subsidiaries of the Company (as guarantors) and the Trustee,
under which the Notes will be issued.
"Independent Directors" means directors of the Company who are not
affiliated with the Company.
"Investment Program" means the development fund organized by Bedrock and
certain lenders totalling approximately $335 million to acquire hotels or hotel
management companies and to make related hotel
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<PAGE> 138
investments that are approved by both the Company and Bedrock as set forth under
"Certain Relationships and Transactions -- Bedrock Investment Program."
"Mados Wyndham Hotel" means the hotel operated by the Madoses in Manhattan,
using the "Wyndham" mark.
"Madoses" means John and Suzanne Mados, the managers and lessees of the
Mados Wyndham Hotel.
"Notes" means the $100.0 million of % Senior Subordinated Notes due
2006 that the Company intends to offer through the Debt Offering.
"Offering" means the public offering of 3,350,000 shares of Common Stock of
the Company contemplated hereby.
"Offerings" means the Offering and the Debt Offering.
"Old Management Company" means Wyndham Hotel Company Ltd., which, directly
and through its subsidiaries, currently manages and franchises the Company's
Portfolio of hotels.
"Option Agreement" means the Option Agreement entered into May 1994 by the
Company and Bedrock pursuant to which the Company granted the Bedrock Options.
"Portfolio" means the 65 hotels operated by the Company and the 3 hotels
franchised by the Company as of April 15, 1996.
"Redevelopment Program" means the program instituted by the Company to
redevelop certain acquired hotels in connection with their conversion to the
Wyndham Garden Hotel brand as set forth under "Business -- Growth Strategy -- I.
Primary Growth Opportunities -- Wyndham Garden Hotel Redevelopment and
Conversion Program."
"Registration Rights Agreement" means the registration rights agreement
that will be entered into contemporaneously with the Formation among the
Company, certain Crow Family Members that will own Common Stock, the Senior
Executive Officers, WEL, Susan T. Groenteman and Bedrock, pursuant to which the
Company will agree, subject to certain limitations and under certain
circumstances, to register for sale shares of Common Stock held by such persons
and entities.
"Registration Statement" means the registration statement on Form S-1 of
which this Prospectus forms a part, as amended and together with all exhibits
and schedules thereto, filed by the Company with the Commission.
"REIT" means a real estate investment trust as defined in the Code.
"Revolving Credit Facility" means the $100.0 million revolving credit
facility the Company intends to enter into with Bankers Trust, as such may be
amended, supplemented, extended, renewed or modified from time to time
including, without limitation, by adding parties thereto or increasing the
commitment thereunder.
"REVPAR" means room revenues derived by total available rooms.
"Senior Executive Officers" means James D. Carreker, Leslie V. Bentley,
Eric A. Danziger, Anne L. Raymond and Stanley M. Koonce, Jr.
"Stockholders' Agreement" means the stockholders' agreement that will be
entered into contemporaneously with the Formation among the Company, certain
Crow Family Members that will own Common Stock, the Senior Executive Officers,
WEL, Susan T. Groenteman and Bedrock which imposes certain restrictions on the
transfer of Common Stock held by such persons and entities and entitles them to
certain rights regarding corporate governance as set forth under "Description of
Capital Stock -- Stockholders' Agreement.
"Trustee" means Bank One, Columbus, N.A., the trustee under the Indenture.
"Upscale" means the segment of the lodging industry classified as such by
Smith Travel Research in its industry reports, which consists of hotels with
average daily room rates (total revenues divided by the total
131
<PAGE> 139
number of rooms occupied) between the 70th and 85th percentile of the average
daily room rates of all hotels in the U.S. markets in which the Company's
Portfolio hotels operate.
"Vinings Wyndham Garden Hotel" means the Wyndham Garden Hotel - Vinings,
located in the Atlanta metropolitan area.
"WEL" means Wyndham Employees Ltd., an equity participation plan
established by the Company for certain key employees.
"WFLP" means Wyndham Finance Limited Partnership, a Texas limited
partnership that prior to the Formation owned the DAB Notes.
"Wyndham" means, except where the context otherwise requires, Wyndham Hotel
Corporation, a Delaware corporation, and its predecessors and combined
subsidiaries.
"Wyndham Garden Hotels" means mid-size hotels operated by Wyndham in
suburban markets under the name "Wyndham Garden(R)."
"Wyndham Hotels" means large upscale hotels operated or franchised by the
Company in urban markets under the Wyndham brand.
"Wyndham Resorts" means the six Wyndham brand resort hotels included in the
Portfolio.
"1995 First Quarter" means the three months ended March 31, 1995.
"1996 First Quarter" means the three months ended March 31, 1996.
132
<PAGE> 140
WYNDHAM HOTEL CORPORATION
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
WYNDHAM HOTEL CORPORATION -- COMBINED FINANCIAL STATEMENTS:
Report of Independent Accountants................................................... F-2
Combined Balance Sheets at December 31, 1994, 1995 and March 31, 1996 (unaudited)... F-3
Combined Statements of Income for the years ended December 31, 1993, 1994 and 1995
and the three months ended March 31, 1995 and 1996 (unaudited)................... F-4
Combined Statements of Partners' Capital for the years ended December 31, 1993, 1994
and 1995 and the three months ended March 31, 1996 (unaudited)................... F-5
Combined Statements of Cash Flows for the years ended December 31, 1993, 1994 and
1995 and the three months ended March 31, 1995 and 1996 (unaudited).............. F-6
Notes to Combined Financial Statements.............................................. F-7
GARDEN HOTELS ASSOCIATES LIMITED PARTNERSHIP
Report of Independent Accountants................................................... F-22
Balance Sheets at December 31, 1994, 1995 and March 31, 1996 (unaudited)............ F-23
Statements of Income for the years ended December 31, 1993, 1994 and 1995 and the
three months ended March 31, 1995 and 1996 (unaudited)........................... F-24
Statements of Partners' Capital for the years ended December 31, 1993, 1994 and 1995
and the three months ended March 31, 1996 (unaudited)............................ F-25
Statements of Cash Flows for the years ended December 31, 1993, 1994 and 1995 and
the three months ended March 31, 1995 and 1996 (unaudited)....................... F-26
Notes to Financial Statements....................................................... F-27
</TABLE>
F-1
<PAGE> 141
REPORT OF INDEPENDENT ACCOUNTANTS
To the Partners and Shareholders
Wyndham Hotel Corporation:
We have audited the accompanying combined balance sheets of Wyndham Hotel
Corporation (as identified in Note 1) (collectively the "Company") as of
December 31, 1994 and 1995 and the related combined statements of income,
partners' capital and cash flows for each of the three years in the period ended
December 31, 1995. These financial statements are the responsibility of the
Company'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.
In our opinion, the combined financial statements referred to above present
fairly, in all material respects, the combined financial position of the Company
as of December 31, 1994 and 1995 and the combined results of their operations
and their cash flows for each of the three years in the period ended December
31, 1995, in conformity with generally accepted accounting principles.
COOPERS & LYBRAND L.L.P.
Dallas, Texas
March 8, 1996
F-2
<PAGE> 142
WYNDHAM HOTEL CORPORATION
COMBINED BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
DECEMBER 31,
---------------------------- MARCH 31,
1994 1995 1996
------------ ------------ ------------
(UNAUDITED)
<S> <C> <C> <C>
Current assets:
Cash and cash equivalents........................ $ 3,619,481 $ 4,159,617 $ 6,084,420
Cash, restricted................................. 271,233 3,052,920 2,932,921
Accounts receivable, less allowance of $146,000
in 1994, $267,000 in 1995 and $368,000 at
March 31, 1996 (unaudited).................... 9,261,314 10,838,061 13,623,182
Due from affiliates.............................. 3,447,379 3,584,196 2,438,362
Inventories...................................... 1,043,055 1,020,185 1,062,044
Other............................................ 730,231 769,147 529,892
------------ ------------ ------------
Total current assets..................... 18,372,693 23,424,126 26,670,821
Investment in an affiliate's hotel partnership..... 2,968,710 2,596,954 3,052,355
Notes and other receivables from affiliates........ -- 7,673,690 7,709,262
Notes receivable................................... -- 2,450,587 2,450,587
Property and equipment, net........................ 89,425,811 87,603,850 86,846,677
Management contract costs, net..................... 1,181,274 7,578,968 7,299,226
Other.............................................. 1,327,866 2,074,898 4,541,630
------------ ------------ ------------
Total assets............................. $113,276,354 $133,403,073 $138,570,558
============ ============ ============
LIABILITIES AND PARTNERS' CAPITAL
Current liabilities:
Accounts payable and accrued expenses............ $ 8,921,991 $ 8,453,755 $ 9,210,678
Accounts payable and accrued expenses due to
affiliates.................................... 4,036,286 1,578,095 900,363
Deposits......................................... 1,314,767 1,666,892 952,415
Deposits from affiliates......................... 253,000 354,000 316,000
Current portion of long-term debt and capital
lease obligation.............................. 4,938,966 16,035,630 15,966,306
Due to affiliates................................ 1,036,662 2,591,676 2,337,876
------------ ------------ ------------
Total current liabilities................ 20,501,672 30,680,048 29,683,638
------------ ------------ ------------
Payable to affiliate............................... 4,979,664 2,626,656 1,767,985
Payable to minority interest....................... 202,920 218,052 222,052
Long-term debt and capital lease obligation........ 79,222,084 74,942,688 76,461,229
------------ ------------ ------------
84,404,668 77,787,396 78,451,266
------------ ------------ ------------
Minority interest.................................. 6,653,971 7,378,386 7,971,623
Commitments and contingencies
Partners' capital:
Receivables from affiliates...................... (2,205,288) (2,303,350) (2,374,601)
Partners' capital................................ 3,921,331 19,860,593 24,838,632
------------ ------------ ------------
Total partners' capital.................. 1,716,043 17,557,243 22,464,031
------------ ------------ ------------
Total liabilities and partners'
capital............................. $113,276,354 $133,403,073 $138,570,558
============ ============ ============
</TABLE>
The accompanying notes are an integral part of the combined financial
statements.
F-3
<PAGE> 143
WYNDHAM HOTEL CORPORATION
COMBINED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEAR ENDED DECEMBER 31, MARCH 31,
--------------------------------------- -------------------------
1993 1994 1995 1995 1996
----------- ----------- ----------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Revenues:
Hotel revenues..................... $43,920,770 $51,798,932 $54,673,322 $15,359,045 $16,828,688
Management fees.................... 4,414,435 5,929,852 7,392,515 1,784,134 2,610,954
Management fees -- affiliates...... 6,316,897 7,371,893 9,528,374 1,620,094 2,590,628
Service fees....................... 1,058,150 1,670,894 2,191,816 398,883 410,370
Service fees -- affiliates......... 1,069,443 1,233,641 1,927,669 307,763 554,283
Reimbursements..................... 1,214,999 3,109,956 4,377,626 932,591 1,626,521
Reimbursements -- affiliates....... 2,948,704 4,893,584 6,458,554 1,424,249 1,955,878
Other.............................. 333,983 257,046 1,339,832 92,109 32,724
----------- ----------- ----------- ----------- -----------
Total revenues............. 61,277,381 76,265,798 87,889,708 21,918,868 26,610,046
----------- ----------- ----------- ----------- -----------
Operating costs and expenses:
Hotel expenses..................... 31,339,349 35,963,759 36,851,511 9,171,015 10,175,947
Hotel expenses -- affiliates....... 403,556 612,556 125,556 31,389 31,389
Selling, general and administrative
expenses........................ 9,342,292 10,202,372 14,526,732 2,809,581 4,153,321
Selling, general and administrative
expenses -- affiliates.......... 570,550 442,105 473,920 111,781 119,902
Equity participation
compensation.................... 2,709,770 2,802,387 3,992,143 998,035 --
Reimbursable expenses.............. 1,214,999 3,109,956 4,377,626 932,591 1,626,521
Reimbursable
expenses -- affiliates.......... 2,948,704 4,893,584 6,458,554 1,424,249 1,955,878
Depreciation and amortization...... 5,269,326 5,735,355 6,310,730 1,469,117 1,661,200
Other.............................. 384,685 167,393 147,584 (6,235) 143,994
----------- ----------- ----------- ----------- -----------
Total operating costs and
expenses................. 54,183,231 63,929,467 73,264,356 16,941,523 19,868,152
----------- ----------- ----------- ----------- -----------
Operating income..................... 7,094,150 12,336,331 14,625,352 4,977,345 6,741,894
Interest income...................... 140,306 178,495 344,124 56,360 126,036
Interest income -- affiliate......... -- -- 100,377 -- 178,003
Interest expense..................... (7,215,589) (7,704,538) (8,465,239) (2,101,080) (2,114,357)
Equity in earnings of affiliate's
hotel partnership.................. 777,255 1,236,716 1,664,187 556,245 828,853
Foreign currency gain................ 647,143 403,842 405,096 37,301 --
----------- ----------- ----------- ----------- -----------
Income before minority interests..... 1,443,265 6,450,846 8,673,897 3,526,171 5,760,429
Income (loss) attributable to
minority interests................. (210,638) 186,134 724,415 508,062 593,237
----------- ----------- ----------- ----------- -----------
Net income........................... $ 1,653,903 $ 6,264,712 $ 7,949,482 $ 3,018,109 $ 5,167,192
=========== =========== =========== =========== ===========
Pro forma income tax adjustment
(unaudited)..................... 3,140,045 1,192,153 2,041,040
Historical net income as adjusted
for pro forma income tax
(unaudited)..................... 4,809,437 1,825,956 3,126,151
Historical income as adjusted per
common share (unaudited)........ $ .30 $ .12 $ .20
=========== =========== ===========
Common shares outstanding
before the offerings
(unaudited).............. 15,854,301 15,854,301 15,854,301
=========== =========== ===========
</TABLE>
The accompanying notes are an integral part of the combined financial
statements.
F-4
<PAGE> 144
WYNDHAM HOTEL CORPORATION
COMBINED STATEMENTS OF PARTNERS' CAPITAL
<TABLE>
<CAPTION>
PARTNERS' CAPITAL
-----------------
<S> <C>
Balance January 1, 1993....................................................... $ (6,038,928)
Capital contributions....................................................... 6,798,884
Capital distributions....................................................... (4,662,068)
Equity participation compensation........................................... 2,709,770
Net income.................................................................. 1,653,903
------------
Balance December 31, 1993..................................................... 461,561
Capital contributions....................................................... 2,120,412
Capital distributions....................................................... (7,727,741)
Equity participation compensation........................................... 2,802,387
Net income.................................................................. 6,264,712
------------
Balance December 31, 1994..................................................... 3,921,331
Capital contributions....................................................... 14,278,185
Capital distributions....................................................... (10,414,534)
Distribution made to withdrawing Partner.................................... (2,577,483)
Bedrock Options............................................................. 2,711,469
Equity participation compensation........................................... 3,992,143
Net income.................................................................. 7,949,482
------------
Balance December 31, 1995..................................................... 19,860,593
Capital contributions....................................................... 691,955
Capital distributions....................................................... (881,107)
Net income.................................................................. 5,167,192
------------
Balance March 31, 1996 (unaudited)............................................ $ 24,838,632
============
</TABLE>
The accompanying notes are an integral part of the combined financial
statements.
F-5
<PAGE> 145
WYNDHAM HOTEL CORPORATION
COMBINED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH
YEAR ENDED DECEMBER 31, 31,
----------------------------------------- -------------------------
1993 1994 1995 1995 1996
----------- ------------ ------------ ----------- -----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Cash flows from operating activities:
Net income........................................ $ 1,653,903 $ 6,264,712 $ 7,949,482 $ 3,018,109 $ 5,167,192
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization................... 5,269,326 5,735,355 6,310,730 1,469,117 1,661,200
Provision for bad debt.......................... 49,879 84,213 265,004 23,026 25,298
Equity in earnings (loss) of affiliate's hotel
partnership................................... 922,465 (36,240) 371,756 79,594 (455,401)
Foreign currency translation gain............... (647,143) (403,842) (405,096) (37,301) --
Equity participation compensation............... 2,709,770 2,802,387 3,992,143 998,035 --
Minority interest............................... (210,638) 186,134 724,415 508,062 593,237
Net (deposits to)/withdrawals from restricted
cash.......................................... 74,227 359,570 (485,253) 64,805 87,960
Changes to operating assets and liabilities:
Accounts receivable............................. (1,302,338) (1,486,909) (1,841,751) (3,233,611) (2,810,419)
Due from affiliates............................. (36,163) (850,302) (136,817) (755,454) 1,145,834
Inventories..................................... 59,157 (39,889) 22,870 (11,235) (41,859)
Other........................................... 48,621 (168,630) (38,916) 93,910 239,255
Accounts payable and accrued expenses........... (941,493) (758,561) (63,140) 1,759,920 756,923
Accounts payable and accrued expenses due to
affiliate..................................... -- 4,036,286 (2,458,191) (2,932,813) (677,732)
Deposits........................................ 199,770 70,319 352,125 (253,675) (714,477)
Deposits from affiliates........................ 85,000 (25,000) 101,000 -- (38,000)
Due to affiliates............................... 330,267 (684,724) 1,555,014 1,301,214 (253,800)
----------- ------------ ------------ ----------- -----------
Net cash provided by operating activities... 8,264,610 15,084,879 16,215,375 2,091,703 4,685,211
----------- ------------ ------------ ----------- -----------
Cash flows from investing activities:
Purchase of property and equipment................ (8,901,426) (2,100,507) (3,556,126) (329,269) (562,139)
Investments in management contracts............... (687,707) (285,357) (4,346,391) -- (23,035)
Notes and other receivables from affiliates....... -- -- (7,673,690) (3,818,883) (35,572)
Notes receivable.................................. -- -- (2,450,587) -- --
Other............................................. (168,663) 1,770,166 (3,315,943) (340,722) (2,473,804)
----------- ------------ ------------ ----------- -----------
Net cash used in investing activities:...... (9,757,796) (615,698) (21,342,737) (4,488,874) (3,094,550)
----------- ------------ ------------ ----------- -----------
Cash flows from financing activities:
Partners' contributed capital..................... 6,798,884 2,120,412 14,278,185 8,842,117 691,955
Partners' capital distributions................... (4,662,068) (7,727,741) (10,414,534) (1,355,316) (881,108)
Distribution made to withdrawing partner.......... -- -- (2,577,483) -- --
Increase in receivables from affiliates........... (678,822) (254,970) (98,062) (7,105) (71,251)
Decrease in payable to affiliate.................. (681,590) (597,331) (2,353,008) (1,249,930) (858,671)
Increase in payable to minority interest.......... -- 23,960 15,132 3,783 4,000
Proceeds from long-term borrowings................ 5,400,000 50,738 13,600,000 -- 2,539,883
Repayments on long-term debt...................... (4,515,574) (5,011,921) (6,656,896) (1,412,247) (1,036,955)
Repayments on capital lease obligations........... (22,410) (279,594) (125,836) 41,606 (53,711)
----------- ------------ ------------ ----------- -----------
Net cash provided by (used in) financing.... 1,638,420 (11,676,447) 5,667,498 4,862,908 334,142
----------- ------------ ------------ ----------- -----------
Increase in cash and cash equivalents............... 145,234 2,792,734 540,136 2,465,737 1,924,803
Cash and cash equivalents at beginning of period.... 681,513 826,747 3,619,481 3,619,481 4,159,617
----------- ------------ ------------ ----------- -----------
Cash and cash equivalents at end of period.......... $ 826,747 $ 3,619,481 $ 4,159,617 $ 6,085,218 $ 6,084,420
=========== ============ ============ =========== ===========
Supplemental disclosures of cash flow information:
Cash paid for interest............................ $ 7,221,329 $ 7,693,702 $ 8,154,159
=========== ============ ============
</TABLE>
The accompanying notes are an integral part of the combined financial
statements.
F-6
<PAGE> 146
WYNDHAM HOTEL CORPORATION
NOTES TO COMBINED FINANCIAL STATEMENTS
1. COMPANY DESCRIPTION AND BASIS OF PRESENTATION:
Wyndham Hotel Corporation ("WHC") was incorporated in Delaware in February
1996 and intends to enter into the Formation Agreement in 1996 with Wyndham
Hotel Company, Ltd. and four related management entities ("Wyndham" or the "Old
Management Company"), six wholly owned, one 62.5% owned and one 30% owned
related hotel entities (the "Hotel Entities") and seven related general and
limited partner entities of the hotel entities ("Partner Entities")
(collectively, the "Assigned Businesses"), (the Assigned Businesses and WHC will
be referred to collectively as the "Company"). The Company will effect certain
exchanges, a merger and other transactions (collectively the "Formation"). The
Formation will accomplish the exchange of all the Assigned Businesses' equity
interest held by their partners, including the five Senior Executive Officers,
who are promoters of the Company, and stockholders to the Company for
consideration of common stock and the payment of cash. The Formation transaction
will be accounted for in a manner similar to that of a pooling of interests. As
a result, the combination has been accounted for using the historical cost for
the Assigned Businesses. Concurrent with the Formation, the Company intends to
offer approximately $150,000,000 of equity and debt in an initial public
offering.
The accompanying combined financial statements include the accounts of the
Company which consist of the following majority owned entities (except Garden
Hotel Associates LP which is 30% owned):
Management Entities:
Wyndham Hotel Company, Ltd. (a Texas limited partnership)
Pleasanton Hotel Management Ltd. (a Texas limited partnership)
Wyndham Hotels and Resorts Ltd. (a Bermuda corporation)
Wyndham Hotel Canada II, Inc. (a Texas S-corporation)
Old San Juan Management, Ltd. (a Texas limited partnership)
Hotel Entities:
Brookfield Lakes Partners Limited (a Texas limited partnership)
Commerce Hotel Partners Ltd. (a Texas limited partnership)
Indianapolis Partners Ltd. (a Texas limited partnership)
Rose Hall Associates (a Texas limited partnership)
Schaumburg Hotel Partners LP (a Texas limited partnership)
WHI Limited Partnership (a Texas limited partnership)
Wyndham Charlotte Garden Hotel Limited Partnership (a Texas limited
partnership)
Garden Hotel Associates L P (a Texas limited partnership)
Partner Entities:
Garden Hotel Corp. No. 1 (a Texas S-corporation)
Garden Hotel Corp. No. 2 (a Texas S-corporation)
Garden Hotel Partners L P (a Texas limited partnership)
Schaumburg Hotel, Inc. (a Texas S-corporation)
Schaumburg Hotel Partners L P (a Texas limited partnership)
WH Interest, Inc. (a Texas S-corporation)
WHC Caribbean Limited (a Jamaican corporation)
A controlling interest in each of the above entities, with the exception of
Garden Hotel Associates LP, is owned by Crow Family Members. In addition, these
entities are all managed by Wyndham. As a result, the Company has both voting
and operational control over these entities. All significant intercompany
balances and transactions have been eliminated in combination. The stockholders'
equity balances of Wyndham Hotel Canada II, Inc. and Wyndham Hotels and Resorts
Ltd. have been included with Partners' Capital.
F-7
<PAGE> 147
WYNDHAM HOTEL CORPORATION
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
The Company has a 30% investment in an affiliate, Garden Hotel Associates
LP ("GHALP") which owns eleven Wyndham Garden Hotels located throughout the
United States. The Company does not have voting or operational control over
GHALP; therefore, the entity is accounted for using the equity method in the
accompanying financial statements. Profits and losses of GHALP are allocated to
the partners in accordance with its partnership agreement. (See Note 17)
At December 31, 1995, minority interest represented the 37.50% interest in
Rose Hall Associates held by two unaffiliated entities.
Wyndham, which was formed effective January 1, 1988, provides management
and development services to hotel property owners. As of December 31, 1995, 70
properties, located in 22 states, the District of Columbia and five Caribbean
islands were under management or franchise contracts.
Wyndham operates 19 Wyndham Hotels, 38 Wyndham Garden Hotels and six
Wyndham Resort hotels. The Company provides management services to four
non-Wyndham brand hotels and provides construction and development services for
three hotels under renovation or construction.
The Hotel Entities, which own 17 hotels and lease one hotel, were formed
for the purpose of acquiring, owning, leasing and operating hotels throughout
the United States, and the Caribbean. Hotel revenues are primarily dependent
upon the individual business traveler and small business groups.
The Partner Entities, which are comprised of five corporate general
partners and three limited partner partnerships, were formed for the purpose of
managing and investing in certain Hotel Entities.
Use of Estimates and Assumptions
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 dates of the financial
statements and the reported amounts of revenues and expenses during the
reporting periods. Actual results could differ from those estimates.
Interim Financial Information
The combined balance sheet as of March 31, 1996, the combined statement of
partners' capital for the three months then ended, and the combined statements
of operations and cash flows for the three months ended March 31, 1995 and 1996,
have been prepared by the Company without audit. In the opinion of management,
all adjustments (which included only normal, recurring adjustments) necessary to
present fairly the financial position at March 31, 1996, and the results of
operations and cash flows for all periods presented have been made. The results
of operations for the interim periods are not necessarily indicative of the
operating results for the full year.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Cash
For purposes of reporting cash flows, all highly liquid debt instruments
with original maturities of three months or less are considered to be cash
equivalents.
Restricted cash consists of reserves for quarterly cash flow payments and
property tax escrows at hotels under management. As of December 31, 1995,
restricted cash also includes a depository account balance of $2,595,112 which
collateralizes a letter of credit. Management anticipates the deposit will be
reduced concurrent with reductions in the letter of credit commitment.
F-8
<PAGE> 148
WYNDHAM HOTEL CORPORATION
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
The Company participates in a centralized cash management system with
affiliates who are excluded from these financial statements. A portion of net
cash flow of the Company is held in a central bank account from which operating
expenses and other disbursements are paid. Each entity's share of pooled cash
has been properly reflected on the individual entity's financial statements.
The Company maintains cash and cash equivalents in accounts with various
financial institutions in excess of the amount insured by the Federal Deposit
Insurance Corporation. The Company has not experienced any losses in such
accounts.
Inventories
Inventories consist of food, beverages, china, linen, glassware,
silverware, uniforms, and supplies and are stated at cost which approximates
market, with cost determined using the first-in, first-out method.
Property and Equipment
Buildings are carried at cost and depreciated over forty years using the
straight-line method. Furniture and equipment are recorded at cost and
depreciated using the straight-line method over the estimated useful lives,
which range from three to nine years. Assets recorded under capital leases and
leasehold improvements are amortized over the shorter of the lives of the assets
or the terms of the related leases. Normal repairs and maintenance are charged
to expense as incurred.
In 1995, the Company adopted Financial Accounting Standards No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed of." Impairment losses are recognized in operating income as they
are determined. The Company periodically reviews its property and equipment to
determine if its carrying cost will be recovered from future operating cash
flows. In cases when the Company does not expect to recover its carrying cost,
the Company recognizes an impairment loss. No such losses have been recognized
to date.
Management Contracts
Wyndham has entered into management agreements which required payment of
certain costs associated with the change in the management of hotels. These
costs have been recorded as deferred management contract costs and are being
amortized on a straight-line basis over the terms of the agreements. The Company
periodically evaluates the recoverability of management contract costs to
determine whether such costs will be recovered from future operations.
Certain management agreements include repayment provisions if termination
occurs prior to the term of the agreement. During 1995, the Company received
$1,000,000 for a terminated agreement that is included in other revenues.
Other Assets
Other assets consist primarily of loan costs totaling approximately
$491,450 and $745,951 and restricted cash of $317,181 and $615,919 at December
31, 1994 and 1995, respectively. Amortization of loan costs is computed using
the level yield method over the lives of the related loans. Restricted cash
consists of amounts reserved for replacement of fixed assets on several of the
hotel entities.
Deposits
Deposits represent cash received from guests for future hotel reservations
for the Hotel Entities and cash received from the owners of certain hotels
managed by Wyndham for various operating expenses paid by
F-9
<PAGE> 149
WYNDHAM HOTEL CORPORATION
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
Wyndham on behalf of managed properties. Upon termination of the management
contracts, the excess, if any, of the deposits over the actual operating
expenses owed to Wyndham would be refunded to the owners.
Income Taxes
Each of the combined companies is either a partnership, an S corporation or
a nontaxable Bermuda corporation, and consequently, is not subject to federal
income taxes. Thus, taxable income or loss is allocated directly to the taxable
income of the individual partners and stockholders. The Company's tax returns
and the amount of allocable income or loss are subject to examination by federal
and state taxing authorities. If such examinations result in changes to income
or loss, the tax liability of the partners and stockholders could be changed
accordingly.
Revenue Recognition
Hotel revenue, management fees, service fees, reimbursements and other
income are recognized when earned.
Foreign Currency Translation
The books of record of one of the Hotel Entities are maintained using the
U.S. dollar as the functional currency. Assets and liabilities of non-U.S.
operations are translated into U.S. dollars at the exchange rate in effect as of
the balance sheet date. Revenues and expenses on non-U.S. operations are
translated at the weighted average exchange rate during the year. Realized
foreign currency gains and losses are included in results of operations.
Self Insurance
The Company is self insured for various levels of general liability,
workers' compensation and employee medical coverages. Accrued expenses include
the estimated cost from unpaid incurred claims.
Income per share
Historical pro forma income per share is based on the number of shares of
common stock outstanding immediately prior to the offering. Proceeds from the
exercise of dilutive stock options are assumed to be used to repurchase
outstanding shares of the Company's common stock at the average fair market
value during the period. Historical pro forma income per common share is based
on net income per share as adjusted for a pro forma provision for income taxes
based on an assumed tax rate of 39.5%.
3. ACQUISITIONS:
During 1993, the Company purchased substantially all the assets of one
hotel from an unrelated party for a cash purchase price of $6,750,000. The
acquisition was accounted for using the purchase method and, accordingly, the
acquired assets, which consisted primarily of property and equipment, were
recorded based on their estimated fair values at the date of acquisition.
F-10
<PAGE> 150
WYNDHAM HOTEL CORPORATION
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
4. INVESTMENT IN AN AFFILIATE'S HOTEL PARTNERSHIP:
The summary of the significant financial information of GHALP is as
follows:
ASSETS
<TABLE>
<CAPTION>
DECEMBER 31,
----------------------------
1994 1995
------------ ------------
<S> <C> <C>
Total current assets..................................... $ 6,208,801 $ 6,769,585
Property and equipment, net.............................. 105,947,174 103,797,559
Other.................................................... 2,736,544 1,947,631
------------ ------------
$114,892,519 $112,514,775
============ ============
LIABILITIES AND PARTNERS' EQUITY
Total current liabilities................................ $ 4,372,790 $ 5,049,001
Long-term debt, excluding current portion................ 93,000,000 93,000,000
Partners' equity......................................... 17,519,729 14,465,774
------------ ------------
$114,892,519 $112,514,775
============ ============
</TABLE>
<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
-----------------------------------------
1993 1994 1995
----------- ----------- -----------
<S> <C> <C> <C>
Revenues...................................... $45,299,429 $50,916,822 $56,976,113
Expenses...................................... 42,708,577 46,794,437 51,428,824
----------- ----------- -----------
Net income.......................... $ 2,590,852 $ 4,122,385 $ 5,547,289
=========== =========== ===========
</TABLE>
A reconciliation of the investment in GHALP to the underlying assets is as
follows:
<TABLE>
<CAPTION>
1994 1995
---------- ----------
<S> <C> <C>
Investment in an affiliate
Hotel partnership.......................................... $2,968,710 $2,596,954
========== ==========
Initial capital contributions................................ $7,000,000 $7,000,000
Contributions.............................................. 149,400 149,400
Distributions.............................................. (3,052,269) (5,088,119)
Net income (loss).......................................... (1,128,421) 535,673
---------- ----------
$2,968,710 $2,596,954
========== ==========
</TABLE>
The Company's initial contribution upon formation of GHALP was $7,000,000
of the total initial aggregate contributions of $36,000,000. Pursuant to the
Partnership agreement, the Company has a 30% ownership interest in the
Partnership.
5. NOTES AND OTHER RECEIVABLES FROM AFFILIATES:
As of December 31, 1994 and 1995, notes and other receivables from
affiliates consist of the following:
<TABLE>
<CAPTION>
1994 1995
---------- ----------
<S> <C> <C>
Promissory notes bearing interest at 9% per annum, payable in
2005....................................................... $ -- $6,395,690
Promissory note bearing interest at 9% per annum, payable
2000....................................................... -- 1,278,000
---------- ----------
$ -- $7,673,690
========== ==========
</TABLE>
F-11
<PAGE> 151
WYNDHAM HOTEL CORPORATION
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
The promissory notes represent loans made to affiliated entities to acquire
hotels which then have executed management agreements with the Company. The
loans are collateralized by the partnership interests in the respective
entities. Interest income of $100,377 was earned for the year ended December 31,
1995.
6. NOTES RECEIVABLE
Pursuant to the terms of a management agreement obtained during 1995,
Wyndham is obligated to provide $4,560,000 for renovation of this hotel. As of
December 31, 1995, $2,344,974 of this obligation, classified as a note
receivable, has been funded. The note bears interest at prime plus .5% and is
due March 15, 2005. The payment of interest associated with this note receivable
is subject to payment priorities including a cumulative preferred priority
return to the owner.
7. MANAGEMENT SERVICES AND RELATED REVENUES:
Wyndham has entered into management agreements for hotels. The owners of
certain hotels Wyndham manages are affiliates related by common ownership or
control. Management fees earned for hotels owned by affiliates in 1993, 1994 and
1995 were $6,316,897, $7,371,893 and $9,528,374, respectively.
Various operating expenses have been paid by Wyndham on behalf of managed
properties. As of December 31, 1993, 1994 and 1995, accounts receivable from
hotels owned by affiliates were $1,825,419, $2,519,881 and $3,002,315,
respectively.
Wyndham provides centralized accounting services such as accounts payable,
payroll and financial statement preparation for certain managed hotels. Wyndham
charges an accounting fee to these hotels for such services. Design fees are
additional service fees paid to Wyndham for the development, design and
construction of new hotels as well as for the refurbishment of existing hotels.
In addition, Wyndham receives purchasing fees based on a percentage of cost of
goods ordered for purchasing various items. Service fees earned for hotels owned
by affiliates in 1993, 1994 and 1995 were $1,069,443, $1,233,641 and $1,927,669,
respectively.
Reimbursements represent revenues recognized for the reimbursement of
expenses associated with providing sales and marketing, centralized
reservations, partnership accounting and other support services. Included in
reimbursable expenses are advertising and promotional expenses of $3,654,929 and
$4,905,191 for the years ended December 31, 1994 and 1995. Advertising and
promotional expenses were not included in reimbursable expenses in 1993, since
the expenses were incurred by each hotel. Reimbursable revenues recognized for
hotels owned by affiliates in 1993, 1994 and 1995 were $2,948,704, $4,893,584
and $6,458,554, respectively.
8. PROPERTY AND EQUIPMENT:
Property and equipment consist of the following:
<TABLE>
<CAPTION>
DECEMBER 31,
-----------------------------
1994 1995
------------ ------------
<S> <C> <C>
Property and equipment, at cost:
Land.................................................. $ 9,954,574 $ 9,954,574
Buildings and improvements............................ 76,802,173 77,108,307
Furniture, fixtures and equipment..................... 24,807,467 28,056,836
Leasehold improvements................................ 246,874 247,497
------------ ------------
111,811,088 115,367,214
Less accumulated depreciation and amortization........ (22,385,277) (27,763,364)
------------ ------------
$ 89,425,811 $ 87,603,850
============ ============
</TABLE>
F-12
<PAGE> 152
WYNDHAM HOTEL CORPORATION
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
9. ACCOUNTS PAYABLE AND ACCRUED EXPENSES:
Accounts payable and accrued expenses consist of the following:
<TABLE>
<CAPTION>
DECEMBER 31,
-------------------------
1994 1995
---------- ----------
<S> <C> <C>
Accounts payable............................................ $4,449,306 $3,648,298
Taxes....................................................... 1,509,026 1,485,388
Payroll and related costs................................... 1,649,959 2,054,622
Accrued interest............................................ 569,050 880,130
Other....................................................... 744,650 385,317
---------- ----------
$8,921,991 $8,453,755
========== ==========
</TABLE>
10. LONG-TERM DEBT:
Long-term debt consists of the following:
<TABLE>
<CAPTION>
DECEMBER 31,
---------------------------
1994 1995
----------- -----------
<S> <C> <C>
Mortgage loan, a hotel property is pledged as collateral, interest
payable monthly at prime (8.50% at December 31, 1995) plus .5%
and principal due in installments based on cash flow maturing
May 2, 1996..................................................... $13,425,000 $12,606,867
Mortgage loan, a hotel property is pledged as collateral, interest
payable monthly at LIBOR (5.44% at December 31, 1995) plus 1.75%
and principal due in installments based on cash flow maturing
December 31, 1999............................................... 10,600,000 10,034,064
Mortgage loan, a hotel property is pledged as collateral, interest
payable monthly at LIBOR plus 1.5% and principal due in
installments based on cash flow maturing December 31, 1999...... 10,275,000 10,115,609
Mortgage loan, a hotel property is pledged as collateral, interest
payable monthly at LIBOR plus 3.25%, and principal maturing May
21, 2000........................................................ 5,400,000 5,400,000
Mortgage loan, a hotel property is pledged as collateral, interest
payable monthly at prime plus 1.25%, and principal due in
installments based on cash flow maturing August 28, 1997........ 8,958,723 8,733,852
Mortgage loan, a hotel property is pledged as collateral, interest
payable quarterly at 86% of LIBID, and principal payable
quarterly and maturing November 15, 1999........................ 6,902,000 5,870,000
Revolving credit agreement, substantially all of the assets of
Wyndham are pledged as collateral, interest payable quarterly at
9%, and principal maturing June 30, 2002........................ -- 12,500,000
Note payable to seller of a hotel, partnership interest pledged as
collateral, interest payable quarterly at 8%, principal payable
quarterly and maturing May 21, 1997............................. 3,845,418 2,391,690
Development loan, a hotel property is pledged as collateral,
interest payable monthly at 7%, principal matured April 28,
1995............................................................ 813,806 --
Note payable to seller of a hotel, interest payable quarterly at
11.5%, principal due quarterly and maturing November 15, 1999... 2,760,800 2,348,000
Note payable to bank interest payable quarterly at Jamaican prime
plus 1.5%, principal payable quarterly and maturing November 15,
1999............................................................ 271,895 195,664
----------- -----------
63,252,642 70,195,746
Current portion of long-term debt................................. 4,612,648 15,653,362
----------- -----------
Long-term debt, excluding current portion......................... $58,639,994 $54,542,384
=========== ===========
</TABLE>
F-13
<PAGE> 153
WYNDHAM HOTEL CORPORATION
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
The annual principal requirements for the five years subsequent to December
31, 1995 are as follows:
<TABLE>
<S> <C>
1996............................................ $15,653,362
1997............................................ 11,037,453
1998............................................ 1,479,200
1999............................................ 24,125,731
2000............................................ 5,400,000
Thereafter...................................... 12,500,000
-----------
$70,195,746
===========
</TABLE>
The revolving credit agreement which has an unfunded commitment of $7.5
million contains various covenants including limitations on distributions and
fixed charge ratios. The lender has 20 business days, in the event of a public
offering, to exercise an option to convert 50% of the debt to restricted common
stock at the Option Price, as defined in the agreement as the initial public
offering price per share less the underwriting discounts and commissions per
share. The option also contains a provision to effect a registration of the
restricted common stock for a 24 month period following the registration.
The Company has an outstanding letter of credit of $2,595,112
collateralized by a depository account balance of $2,595,112.
11. LEASES:
The Company leases various types of property including land and buildings
of hotel properties, office facilities and equipment under agreements ranging
from 1 to 30 years. Leased capital assets included in property and equipment at
December 31, 1994 and 1995 are as follows:
<TABLE>
<CAPTION>
DECEMBER 31,
--------------------------
1994 1995
----------- -----------
<S> <C> <C>
Property................................................... $14,529,648 $14,529,648
Equipment.................................................. 3,150,726 3,434,286
----------- -----------
17,680,374 17,963,934
Accumulated amortization................................... (4,731,623) (5,721,171)
----------- -----------
$12,948,751 $12,242,763
=========== ===========
</TABLE>
F-14
<PAGE> 154
WYNDHAM HOTEL CORPORATION
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
The future minimum lease payments required under the capital lease
(together with the present value of net minimum lease payments) and future
minimum lease payments required under operating leases that have an initial term
or remaining noncancelable lease term in excess of one year at December 31, 1995
are as follows:
<TABLE>
<CAPTION>
CAPITAL OPERATING
LEASES LEASES
----------- ----------
<S> <C> <C>
Year ending December 31:
1996..................................................... $ 2,431,636 $ 904,392
1997..................................................... 2,437,778 251,697
1998..................................................... 2,375,755 110,571
1999..................................................... 2,300,000 63,264
2000..................................................... 2,300,000 24,361
Thereafter............................................... 40,250,000 --
----------- ----------
Total minimum lease payments............................... 52,095,169 $1,354,285
==========
Less imputed interest...................................... 31,312,597
-----------
Present value of net minimum lease payments................ 20,782,572
Less current portion....................................... 382,268
-----------
Long term portion of net minimum lease payments............ $20,400,304
===========
</TABLE>
WHI Limited Partnership ("WHI") has a lease agreement for the property
which is accounted for as a capital lease. This agreement provides for payments
of contingent rent based on a percentage of net operating income, as defined,
less basic rent and the management fee (base amount). For lease years 1990
through 1999, contingent rent payable to the landlord is 20% of the excess of
net operating income, as defined, over the base amount and 50% of the excess for
lease years thereafter. Contingent rent expense for the years ended December 31,
1993, 1994 and 1995 was $119,609, $107,735 and $58,789, respectively.
This capital lease agreement provides for a reserve for capital
expenditures equal to 4% of the gross income of the respective hotel. At the end
of the lease term, WHI is required to refund to Wyndham the excess of amounts
reserved over actual capital expenditures. At December 31, 1994 and 1995, the
reserved amount exceeded expenditures by $973,051 and $1,038,577, respectively.
The lease requires WHI to meet a minimum net worth requirement. The initial
net worth requirement was $5,000,000 and is reduced upon achievement of certain
operating results. WHI demonstrated the initial net worth requirements by
obtaining a letter of credit in the amount of $4,000,000 and a personal
guarantee from one of the partners in the amount of $1,000,000. The letter of
credit was collateralized by a $2,000,000 certificate of deposit and a
$2,000,000 personal guarantee of one of the partners.
The lease agreement provides for a reduction of the $5,000,000 required net
worth upon achievement of certain operating results. If net operating income
exceeds $2,875,000 per year for two consecutive years, the net worth requirement
is reduced to $2,500,000. If net operating income exceeds $2,875,000 per year
for three consecutive years, the net worth requirement is reduced to zero.
During 1993, 1994 and 1995, WHI's net operating income, as defined, exceeded
$2,875,000.
12. RECEIVABLES FROM AFFILIATES:
Management fees for one managed hotel, owned by a partner of the Company,
are deferred until certain operating criteria, as defined in the partnership's
management agreement and loan agreement, are met. As of December 31, 1994 and
1995, this deferred balance, a receivable from an affiliate included in
partners' capital, was $1,125,240 and $1,223,302, respectively. These management
fees will be collected upon meeting the operating criteria as defined in the
agreement.
F-15
<PAGE> 155
WYNDHAM HOTEL CORPORATION
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
In addition, included in partners' capital are receivables from affiliates
which include certain partner capital contributions and accrued interest of
$1,080,046 and $1,080,046 as of December 31, 1994 and 1995, respectively.
13. COMMITMENTS AND CONTINGENCIES:
Litigation has been initiated against the Company pertaining to the right
to use the Wyndham name for hotel service in the New York metropolitan area. On
January 29, 1996, a temporary restraining order was issued by the Supreme Court
of the State of New York which, pending the outcome of a trial, prevents the
Company from using the Wyndham name in the New York area. An adverse decision in
the litigation could prevent the Company from operating Wyndham brand hotels or
advertising the Wyndham name in connection with the operation of a Wyndham brand
hotel within a 50 mile radius of the Mados Wyndham Hotel, which owns the right
to use the Wyndham name in the New York area. It is management's opinion, based
on legal counsel, that the losses resulting from the ultimate resolution of the
aforementioned claim are not estimable.
The Company received a Notice of Intent to make Sales and Use Tax audit
changes from the Tampa Region of the Florida Department of Revenue for the
period from July 31, 1990 through June 30, 1995. The audit assessed additional
taxes of $584,399, penalty of $223,494 and interest of $201,024 for a total
assessment of $1,008,917. Management, after review and consultation with
counsel, believes the Company has meritorious defenses to this matter and that
any potential liability in excess of the $189,000 recorded would not materially
effect the Company's combined financial statements.
On February 29, 1996, an affiliate and the Company were served with a
complaint filed on November 22, 1995 by an owner of a hotel managed by the
affiliate. The claim involves the collection of a promissory note relating to an
earlier litigation between the affiliate and the owner. The owner alleges that
the transfer of certain management contracts by the affiliate to the Company was
a fraudulent conveyance that rendered the affiliate insolvent. Liability for
payment of that Note was not transferred to or assumed by the Company. The
affiliate has agreed to indemnify the Company with respect to this litigation.
The Company has pending several other claims incurred in the normal course
of business which, in the opinion of management, based on the advice of legal
counsel, will not have a material effect on the combined financial statements.
In May 1994, the Company entered into an Investment Agreement and an Option
Agreement (collectively, the "Bedrock Agreements") with Bedrock pursuant to
which, as amended, Bedrock agreed to provide up to $335 million in capital (the
"Investment Program") to acquire hotels or hotel management companies and to
make hotel related investments that are approved by both the Company and
Bedrock. Pursuant to the terms of the Investment Agreement, Bedrock is not
required to invest a minimum amount of capital through the Investment Program,
but the Company is entitled to manage any Investment Program hotel properties
for a term of 15 years and for a market-based management fee. At December 31,
1994 and December 31, 1995, the Company had executed management contracts with
Bedrock for 11 Wyndham brand hotels and 15 Wyndham brand hotels, respectively,
through the Investment Program.
Pursuant to the Option Agreement, the Company granted to Bedrock options
(the "Bedrock Options") to purchase up to a 37.5% limited partnership interest
in Wyndham at a price equal to the percentage interest purchased multiplied by
the applicable strike price defined for each year of the option period, as
determined pursuant to the Bedrock Agreements. (Under the terms of the Bedrock
Agreements, Bedrock is entitled to purchase a 1% interest in Wyndham for each
$320,000 of projected annual management fees generated by the management
contracts relating to hotels owned by Bedrock, and at December 31, 1994 and
December 31, 1995, Bedrock was entitled to purchase a 17.4% and 24.3% interest
in Wyndham, respectively.) As additional consideration for the grant of the
Bedrock Options, Bedrock granted to the Company the right to require
F-16
<PAGE> 156
WYNDHAM HOTEL CORPORATION
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
Bedrock to invest up to $20 million from the Investment Program in the amount of
a $10 million contribution to the Company (the "Direct Contribution") in
exchange for a percentage interest therein (not to exceed the 37.5% ownership
limitation) and a $10 million contribution to affiliated partnerships the
"Indirect Contribution" in which some or all of the Company, Crow Family Members
and the Senior Executive Officers invest. The Direct Contribution will take the
form of the Bedrock Contribution. The Indirect Contribution was eliminated in
connection with the Bedrock Exchange Agreement.
Wyndham performed a valuation analysis of the Option Agreement. Wyndham
used the Black Scholes method and the Intrinsic Value method to calculate the
value of the Option Agreement and the Direct Contribution, respectively. The
calculations were adjusted for subsequent changes in the expected or actual
outcome of the contingent condition that determines the amount of the limited
partnership interest to be earned by Bedrock. The adjusted calculations resulted
in a net value of zero and approximately $2.7 million in 1994 and 1995,
respectively, amortized on a straight-line basis over the terms of the
management agreements of the hotels owned by Bedrock.
The Option Agreement also provides for a contingent payment (the
"Contingent Option Payment") to the Old Management Company, for distribution to
the non-Bedrock owners of the Old Management Company, at such time as all hotels
financed by the Investment Program achieve an investment return target of 15% on
all equity capital invested through such program plus certain overhead costs.
The amount of the Contingent Option Payment is 10% of all cash proceeds realized
in excess of the investment return target. The Contingent Option Payment is due
70% upon the achievement of the investment target return and 30% upon Bedrock's
disposition of its entire interest in Wyndham.
During 1994 and 1995, the Company received hotel management fees from
Bedrock of $514,472 and of $2,043,087, respectively.
During 1994 and 1995, the Company made cash advances of $1,092,532 and
$1,380,702, respectively, to certain hotel partnerships in which Bedrock has an
interest. The advances were used to pay certain renovation costs of these hotel
partnerships. At December 31, 1994 and 1995, the outstanding receivables from
the hotel partnerships were $27,842 and $686,749, respectively.
During 1994 and 1995, the Company received payments of $798,503 and
$976,980, respectively, from certain hotel partnerships in which Bedrock has an
interest for design, purchasing and construction service fees.
During 1994 and 1995, the Company received payments of $170,669 and
$831,553, respectively, from certain hotel partnerships in which Bedrock has an
interest for services and reimbursements provided by the Company.
Pursuant to the terms of the management agreements of two affiliated-owned
hotels under construction, the Company has undertaken certain commitments to
provide furniture, fixtures and equipment for each hotel at a fixed price
totaling $7.1 million. Additionally, for one of these hotels the Company has
agreed to provide certain pre-opening services at a fixed price of $420,000; the
Company has guaranteed to fund up to $230,000 in working capital per year for
three years after the hotel is opened in the event that the hotel generates
inadequate cash flow; and, the Company has guaranteed $875,000 in indebtedness.
Pursuant to the terms of a management agreement of a hotel owned by an
affiliate, the Company has guaranteed to the Hotel Partnership to fund up to
$600,000 of working capital per year to the extent the entity experiences
operating deficits, with a maximum required contribution of $2.3 million over
the term of the guarantee extending from 1995 to 2000. The Company has not to
date been required to make any capital contribution under the guarantee.
The Company is subject to environmental regulations related to the
ownership, management, development and acquisition of real estate (hotels). The
cost of complying with the environmental regulations was not
F-17
<PAGE> 157
WYNDHAM HOTEL CORPORATION
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
material to the Company's combined statements of income for any of the years in
the three-year period ended December 31, 1995. The Company is not aware of any
environmental condition on any of its properties which is likely to have a
material adverse effect on the Company's financial statements.
14. EMPLOYEE BENEFIT PLANS:
The Company sponsors a 401(k) retirement savings plans. Employees who are
over 21 years of age and have completed one year of service are eligible to
participate in the plans. The Company matches employee contributions up to 4% of
an employee's salary. The aggregate expense under the plans amounted to
approximately $129,035, $166,415 and $202,115 for the years ended December 31,
1993, 1994 and 1995, respectively.
Wyndham maintains a self-insured group health plan through a Voluntary
Employee Benefit Association ("VEBA") for certain partnerships and corporations.
This plan is funded to the limits provided in the Internal Revenue Code, and
liabilities have been recorded for estimated incurred but unreported claims.
Aggregate and stop loss insurance exists at amounts which limit exposure to the
partnerships. The Company has recognized expenses related to the plan of
$742,814, $686,580 and $832,212 for the years ended December 31, 1993, 1994 and
1995, respectively.
Certain management employees are partners in an equity participation plan,
Wyndham Employees, Ltd. ("WEL"). The Company has accounted for WEL in a manner
similar to a formula unit incentive plan. Partners are admitted into WEL and
partnership units are awarded at the discretion of Wyndham's Senior Executive
Officers. Units vest five years after award date and are payable by WEL upon
certain events. Unit values are determined by formulas related to appreciation
in value of Wyndham and other affiliated entities. In addition, the Senior
Executive Officers own limited partner interests in Wyndham and several
affiliates of Wyndham. These limited partner interests were purchased by these
Senior Executive Officers for amounts equal to the fair value of such interests.
The Senior Executive Officers borrowed the funds used to purchase such limited
partner interests from an affiliate of Wyndham and collateralized such
borrowings with their limited partner interests. The Senior Executive Officers'
shares of the distributable cash of the limited partnerships is used to repay
such affiliate loans. For financial reporting purposes, the Company has
recognized compensation expense under WEL and the Senior Executive Officer
equity participation of $2,709,770, $2,802,387 and $3,992,143 for the years
ended December 31, 1993, 1994 and 1995, respectively.
15. FAIR VALUE:
The Company has estimated the fair value of its financial instruments at
December 31, 1995 as required by Statement of Financial Accounting Standards No.
107. The carrying values of cash and cash equivalents, accounts receivable,
accounts payable and accrued expenses are reasonable estimates of their fair
values. The carrying values of variable and fixed rate debt are reasonable
estimates of their fair values based on their discounted cash flows at discount
rates currently available to the Company for debt with similar terms and
remaining maturities.
16. TRANSACTIONS WITH RELATED PARTIES:
Effective January 1, 1988, Wyndham acquired certain hotel management
contracts previously held by an affiliate. At the date of the transfer, there
was no step-up in basis of these management contracts as a result of common
control of the entities. In exchange for the contracts, Wyndham agreed to pay an
affiliate 16% of management fees earned from the acquired contracts (exclusive
of contracts entered into during 1988). The fees became payable quarterly in
arrears beginning in 1989; however, payment is limited to 50% of net cash flows,
as defined in the agreement. Net cash flow was sufficient to make full payment
during the years ended December 31, 1993, 1994 and 1995 of $698,498, $701,203
and $830,164, respectively.
F-18
<PAGE> 158
WYNDHAM HOTEL CORPORATION
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
In 1995, the Company paid $523,360 in management contract costs in
connection with entering into a management agreement for the Wyndham Anatole
Hotel. These costs are being amortized over the management agreement term.
During 1993, 1994 and 1995, the Company made lease payments totaling
$638,039, $743,922 and $875,122, respectively, to an affiliate for the Corporate
office space.
The Company subleases land from a related party which is accounted for as
an operating lease. Contingent rent is payable to the related party at 50% of
Adjusted Net Income, as defined in the sublease agreement. Contingent rent
expense as of December 31, 1993 and 1994 was $278,000 and $487,000 respectively.
There was no contingent rent expense for the year ended December 31, 1995.
During 1993, 1994 and 1995, Wyndham made payments in the aggregate amounts
of $310,412, $321,333 and $332,113, respectively, to GHMB, Inc., an entity owned
by a senior executive officer for the operation of liquor concessions at one of
the Hotel Entities.
During 1993, 1994 and 1995, the Company made payments of $1,098,270,
$1,352,468 and $1,739,804, respectively, to an entity owned by an affiliate for
travel services provided to the Company.
In 1995, the Company made payments to Trammell Crow Company in the amount
of $386,759 for contract labor (including related costs) provided to the Company
for management information services. The Company anticipates that in 1996, it
will pay approximately $810,000 to Trammell Crow Company for these contract
labor services (including related costs).
17. SUBSEQUENT EVENTS:
It is anticipated that during 1996, GHALP will enter into a sale/leaseback
agreement with an unaffiliated real estate investment trust ("REIT"). The
sale/leaseback agreement stipulates the sale of eleven hotels containing 1,940
rooms for $135,320,000 to the REIT and eleven long-term operating leases back to
the Company each with an initial term of seventeen years and four optional
twelve-year renewals exercisable at the Company's option for all hotels. Under
terms of these leases, yearly base rent aggregates $13,600,000 plus a contingent
rent paid based on a percentage of excess revenue over base year revenues. The
leases will require the Company to pay substantially all expenses associated
with the operation of the leased hotels, real estate taxes and insurance.
As part of the Formation, the Company will enter into the Bedrock Exchange
Agreement with various affiliates of Bedrock, which replaces the Bedrock
Agreements, pursuant to which Bedrock will transfer the Bedrock Options and the
Bedrock Contribution (in the amount of $10 million) in exchange for 2,367,890
shares of Common Stock. In addition, the Bedrock Exchange Agreement eliminates
the $10 million Indirect Contribution. Prior to the Formation, a separate entity
owned by Crow Family Members, the Senior Executive Officers and WEL will
purchase the right to the Contingent Option Payment for $10,000 from the owners
of Wyndham (Crow Family Members, the Senior Executive Officers and WEL).
On February 16, 1996, the Company submitted an offer and a bid deposit of
$1,250,000 to purchase a 159 room hotel for a purchase price of $12,500,000. On
February 22, 1996, the seller verbally accepted the offer and received the
nonrefundable earnest money.
F-19
<PAGE> 159
WYNDHAM HOTEL CORPORATION
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
18. CONDENSED COMBINED FINANCIAL INFORMATION OF GUARANTOR SUBSIDIARIES
Pursuant to the Debt Offering, the Company expects to issue $100.0 million
aggregate principal amount of % Senior Subordinated Notes due 2006. All of
the Company's subsidiaries, with the exception of a number of inconsequential
subsidiaries, will fully and unconditionally guarantee the Company's obligations
under the Notes on a joint and several basis (the "Guarantor Subsidiaries").
Accordingly, the condensed combined financial information set forth below
summarizes financial information for all of the Guarantor Subsidiaries on a
combined basis. Separate complete financial statements and other disclosure for
the Guarantor Subsidiaries have not been presented because management does not
believe that such information is material to investors.
Condensed combined financial information of the Guarantor Subsidiaries (see
note to condensed combined financial information) as of December 31, 1994 and
1995 and for the years ended December 31, 1993, 1994 and 1995 were as follows:
CONDENSED COMBINED BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
DECEMBER 31,
---------------------------
1994 1995
----------- -----------
<S> <C> <C>
Current assets
Cash and cash equivalents............................... $ 2,469,263 $ 3,707,735
Cash, restricted as to use.............................. -- 2,595,172
Accounts receivable, net................................ 8,596,452 10,095,095
Other................................................... 5,092,051 5,243,464
----------- -----------
Total current assets............................ 16,157,766 21,641,466
Investment in an affiliate's hotel partnership............ 2,968,710 2,596,954
Notes and other receivables from affiliates............... -- 7,673,690
Notes receivable.......................................... -- 2,450,587
Property and equipment, net............................... 47,594,394 47,320,281
Management contract costs, net............................ 1,181,274 7,578,968
Other..................................................... 660,660 1,067,913
----------- -----------
Total assets.................................... $68,562,804 $90,329,859
=========== ===========
LIABILITIES AND PARTNERS' CAPITAL
Current Liabilities
Accounts payable and accrued liabilities................ $ 9,563,689 $ 6,599,900
Deposits................................................ 1,401,024 1,913,836
Current portion of long-term debt and capital lease
obligations.......................................... 3,525,160 3,428,763
Due to affiliates....................................... 1,035,207 1,453,800
----------- -----------
Total current liabilities....................... 15,525,080 13,396,299
----------- -----------
Payable to affiliates..................................... 3,841,788 2,626,656
Payable to minority interest.............................. 202,920 218,052
Long-term debt and capital lease obligations.............. 31,163,361 40,659,163
----------- -----------
35,208,069 43,503,871
----------- -----------
Minority interest......................................... 6,653,971 7,378,386
----------- -----------
Partners' capital:
Receivables from affiliates............................. (1,829,252) (1,927,314)
Partners' capital....................................... 13,004,936 27,978,617
----------- -----------
Total partners' capital......................... 11,175,684 26,051,303
----------- -----------
Total liabilities and partners' capital......... $68,562,804 $90,329,859
=========== ===========
</TABLE>
See note to the condensed combined financial information.
F-20
<PAGE> 160
WYNDHAM HOTEL CORPORATION
NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
CONDENSED COMBINED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------------------
1993 1994 1995
----------- ----------- -----------
<S> <C> <C> <C>
Revenues............................................ $44,069,417 $55,611,624 $65,523,432
----------- ----------- -----------
Operating costs and expenses........................ 35,426,502 42,659,540 51,210,290
Depreciation and amortization....................... 2,960,287 3,327,691 3,929,052
Other............................................... 310,583 175,047 104,612
----------- ----------- -----------
Total operating costs and expenses........ 38,697,372 46,162,278 55,243,954
----------- ----------- -----------
Operating income.................................... 5,372,045 9,449,346 10,279,478
Interest expense, net............................... (4,441,841) (4,193,713) (3,815,845)
Equity in earnings of affiliate's hotel
partnership....................................... 777,255 1,236,716 1,664,187
Foreign currency gain............................... 647,143 403,842 405,096
----------- ----------- -----------
Income before minority interests.................... 2,354,602 6,896,191 8,532,916
Income (loss) attributable to minority interests.... (210,638) 186,134 724,415
----------- ----------- -----------
Net income................................ $ 2,565,240 $ 6,710,057 $ 7,808,501
=========== =========== ===========
</TABLE>
CONDENSED COMBINED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------------------
1993 1994 1995
----------- ----------- -----------
<S> <C> <C> <C>
Net cash provided by operating activities........... $ 5,022,051 $11,823,312 $13,143,427
----------- ----------- -----------
Cash flows from investing activities:
Purchase of property and equipment................ (1,592,110) (1,819,845) (2,917,076)
Investments in management contracts............... (687,707) (285,387) (4,346,391)
Notes and other receivables from affiliates....... -- (7,673,690)
Notes receivable.................................. -- -- (2,450,587)
Other............................................. 5,390 1,902,851 (3,080,122)
----------- ----------- -----------
Net cash used in investing activities............. (2,274,427) (202,381) (20,467,866)
----------- ----------- -----------
Cash flows from financing activities:
Partners' contributed capital..................... 4,709,297 1,780,738 5,695,140
Partners' capital distributions................... (3,259,246) (6,368,330) (2,656,089)
Distribution made to withdrawing partner.......... -- (2,577,483)
Decrease in payable to affiliate.................. 253,921 (1,035,207) (1,215,132)
Proceeds from long-term borrowings................ -- -- 13,600,000
Repayments on long-term borrowings................ (4,070,916) (3,578,109) (4,074,759)
Repayments on capital lease obligations........... (22,410) (279,595) (125,836)
Other............................................. (315,159) (218,637) (82,930)
----------- ----------- -----------
Net cash provided by (used in) financing
activities..................................... (2,704,513) (9,699,140) 8,562,911
----------- ----------- -----------
Increase in cash and cash equivalents............... 43,111 1,921,791 1,238,472
Cash and cash equivalents at beginning of year...... 504,361 547,472 2,469,263
----------- ----------- -----------
Cash and cash equivalents at end of year............ $ 547,472 $ 2,469,263 $ 3,707,735
=========== =========== ===========
</TABLE>
Note to Condensed Combined Financial Information:
(1) The foregoing condensed combined financial information includes Wyndham
(100%), WHI Limited Partnership (100%) and Rose Hall Associates (62.5%).
Also reflected in this information is an investment in Garden Hotel
Associates L.P. (30%), which is being accounted for using the equity method.
F-21
<PAGE> 161
REPORT OF INDEPENDENT ACCOUNTANTS
To the Partners
Garden Hotel Associates LP:
We have audited the accompanying balance sheets of Garden Hotel Associates
LP as of December 31, 1994 and 1995 and the related statements of income,
changes in partners' capital, and cash flows for each of the three years in the
period ended December 31, 1995. These financial statements are the
responsibility of the Partnership'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.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Garden Hotel Associates LP
as of December 31, 1994 and 1995, and its results of operations and its cash
flows for each of the three years in the period ended December 31, 1995, in
conformity with generally accepted accounting principles.
COOPERS & LYBRAND L.L.P.
Dallas, Texas
February 27, 1996
F-22
<PAGE> 162
GARDEN HOTEL ASSOCIATES LP
(A TEXAS LIMITED PARTNERSHIP)
BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
DECEMBER 31,
---------------------------- MARCH 31,
1994 1995 1996
------------ ------------ ------------
<S> <C> <C> <C>
Current assets:
Cash and cash equivalents........................ $ 4,581,620 $ 5,027,388 $ 6,538,845
Accounts receivable, less allowance of $19,000 in
1994, $31,000 in 1995 and $11,000 at March 31,
1996 (unaudited).............................. 1,276,316 1,248,115 2,232,370
Due from affiliate............................... -- 155,009 270,140
Inventories...................................... 199,543 189,658 189,754
Prepaid expense.................................. 151,322 149,415 275,550
------------ ------------ ------------
Total current assets..................... 6,208,801 6,769,585 9,506,659
Property and equipment, net........................ 105,947,174 103,797,560 103,243,475
Designated cash.................................... 816,855 605,259 611,729
Other assets, net of accumulated amortization of
$4,338,000 and $4,175,000 in 1994 and 1995,
respectively..................................... 1,919,689 1,342,372 1,330,552
------------ ------------ ------------
Total assets............................. $114,892,519 $112,514,776 $114,692,415
============ ============ ============
LIABILITIES AND PARTNERS' CAPITAL
Current liabilities:
Accounts payable and accrued expenses............ $ 3,935,116 $ 4,087,035 $ 4,983,258
Due to Operator.................................. 357,940 475,200 117,750
Advance deposits................................. 79,734 486,967 608,790
------------ ------------ ------------
Total current liabilities................ 4,372,790 5,049,202 5,709,798
Long-term debt..................................... 93,000,000 93,000,000 93,000,000
------------ ------------ ------------
Total liabilities........................ 97,372,790 98,049,202 98,709,798
Commitments and contingencies
Partners' capital.................................. 17,519,729 14,465,574 15,982,617
------------ ------------ ------------
Total liabilities and partners'
capital................................ $114,892,519 $112,514,776 $114,692,415
============ ============ ============
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-23
<PAGE> 163
GARDEN HOTEL ASSOCIATES LP
(A TEXAS LIMITED PARTNERSHIP)
STATEMENTS OF INCOME
<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEAR ENDED DECEMBER 31, MARCH 31,
----------------------------------------- --------------------------
1993 1994 1995 1995 1996
----------- ----------- ----------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Revenues:
Rooms.................... $33,181,540 $37,024,696 $42,310,485 $10,828,856 $12,211,517
Food and beverage........ 9,610,737 11,035,165 11,532,474 2,746,488 2,998,604
Operating departments.... 2,398,859 2,666,340 2,798,687 717,822 796,074
----------- ----------- ----------- ----------- -----------
45,191,136 50,726,201 56,641,646 14,293,166 16,006,195
----------- ----------- ----------- ----------- -----------
Operating costs and
expenses:
Departmental expenses:
Rooms................. 8,137,637 8,787,104 10,088,389 2,379,840 2,744,654
Food and beverage..... 7,111,756 7,868,263 8,304,422 1,978,897 2,246,857
Operating
departments......... 1,249,043 1,224,981 1,228,868 309,955 350,786
Operating expenses:
Administrative and
general............. 4,750,200 4,940,904 5,102,092 1,208,996 1,333,360
Management fees....... 2,414,658 2,888,211 3,317,170 786,121 924,438
Sales and marketing... 3,278,057 3,816,964 3,953,177 992,496 1,056,976
Property operating
costs............... 4,035,318 4,206,628 4,576,842 1,046,142 1,150,223
Property insurance,
rent and taxes...... 2,085,483 2,310,649 2,450,743 611,138 643,023
Depreciation and
amortization........ 4,808,530 4,955,340 5,058,767 1,298,224 1,192,746
Other................. 217,441 175,619 204,026 29,375 22,858
----------- ----------- ----------- ----------- -----------
Total operating
costs and
expenses....... 38,088,123 41,174,663 44,284,496 10,641,184 11,665,921
----------- ----------- ----------- ----------- -----------
Operating
income......... 7,103,013 9,551,538 12,357,150 3,651,982 4,340,274
Interest income............ 108,293 190,621 334,467 4,313 127,557
Interest expense........... (4,613,594) (5,617,689) (7,144,673) (1,802,145) (1,704,989)
----------- ----------- ----------- ----------- -----------
Net income....... $ 2,597,712 $ 4,124,470 $ 5,546,944 $ 1,854,150 $ 2,762,842
=========== =========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-24
<PAGE> 164
GARDEN HOTEL ASSOCIATES LP
(A TEXAS LIMITED PARTNERSHIP)
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
<TABLE>
<S> <C>
Balance at January 1, 1993.................................................... $25,516,448
Distributions............................................................... (8,752,000)
Net income 2,597,712
-----------
Balance at December 31, 1993.................................................. 19,362,160
Contributions............................................................... 498,000
Distributions............................................................... (6,464,901)
Net income.................................................................. 4,124,470
-----------
Balance at December 31, 1994.................................................. 17,519,729
Distributions............................................................... (8,601,099)
Net income.................................................................. 5,546,944
-----------
Balance at December 31, 1995.................................................. 14,465,574
Distributions............................................................... (1,245,799)
Net Income.................................................................. 2,762,842
-----------
Balance at March 31, 1996 (unaudited)......................................... $15,982,617
===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-25
<PAGE> 165
GARDEN HOTEL ASSOCIATES LP
(A TEXAS LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
THREE MONTHS ENDED
YEAR ENDED DECEMBER 31, MARCH 31,
----------------------------------------- --------------------------
1993 1994 1995 1995 1996
----------- ----------- ----------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Cash flows from operating activities:
Net income...................................... $ 2,597,712 $ 4,124,470 $ 5,546,944 $ 1,854,150 $ 2,762,842
Adjustments to reconcile net income to net cash
provided by operating activities:
Amortization of interest rate contracts....... 39,732 134,127 134,127 33,532 33,532
Depreciation and amortization................. 4,808,530 4,955,340 5,058,767 1,298,224 1,192,746
Provision for bad debt........................ 98,269 25,170 47,119 11,780 7,500
Changes to operating assets and liabilities:
Accounts receivable........................... 572,269 (211,458) (18,919) (516,557) (991,755)
Due from affiliate............................ -- -- (155,009) -- (115,131)
Inventories................................... (17,074) 11,961 9,885 9,775 (96)
Prepaid expenses.............................. (2,851) 13,508 1,907 (75,359) (126,135)
Other assets.................................. (393,478) (430,675 93,172 (236,328) (40,004)
Accounts payable and accrued expenses......... 550,318 (44,672) 151,919 295,422 896,223
Due to Operator............................... (444,488) 202,839 117,260 54,572 (357,450)
Advance deposits.............................. 41,208 (4,579) 407,233 27,969 121,823
----------- ----------- ----------- ---------- -----------
Net cash provided by operating
activities.............................. 7,850,147 8,776,031 11,394,405 2,757,180 3,384,095
----------- ----------- ----------- ---------- -----------
Cash flows from investing activities:
Purchase of property and equipment.............. (1,280,571) (1,663,612) (2,347,538) (641,297) (626,839)
Proceeds from land sale......................... 17,057 -- -- -- --
----------- ----------- ----------- ---------- -----------
Net cash used in investing activities..... (1,263,514) (1,663,612) (2,347,538) (641,297) (626,839)
Cash flows from financing activities:
Other........................................... (498,000) -- -- -- --
Partners' contributed capital................... -- 498,000 -- -- --
Partners' capital distributions................. (8,752,000) (6,464,901) (8,601,099) (2,188,239) (1,245,799)
Proceeds from long-term debt.................... 3,000,000 -- -- -- --
----------- ----------- ----------- ---------- -----------
Net cash used in financing activities..... (6,250,000) (5,966,901) (8,601,099) (2,188,239) (1,245,799)
----------- ----------- ----------- ---------- -----------
Increase (decrease) in cash and cash
equivalents..................................... 336,633 1,145,518 445,768 (72,356) 1,511,457
Cash and cash equivalents at beginning of
period.......................................... 3,099,469 3,436,102 4,581,620 4,581,620 5,027,388
----------- ----------- ----------- ---------- -----------
Cash and cash equivalents at end of period........ $ 3,436,102 $ 4,581,620 $ 5,027,388 $ 4,509,264 $ 6,538,845
=========== =========== =========== ========== ===========
Supplemental disclosure of cash flow information:
Cash paid during the year for interest.......... $ 4,568,403 $ 5,292,070 $ 6,977,768
=========== =========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
F-26
<PAGE> 166
GARDEN HOTEL ASSOCIATES LP
(A TEXAS LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS
1. ORGANIZATION:
Garden Hotel Associates LP (the "Partnership") was formed May 11, 1990, for
the purpose of acquiring, owning and operating eleven Wyndham Garden Hotels
throughout the United States of which three are located in or near Phoenix,
Arizona.
The partners contributed $36,000,000 upon formation of the Partnership. The
general partner is required to and the limited partner may, at its discretion,
make additional contributions necessary to fund operating deficits as defined in
the Partnership agreement. Profits and losses are allocated to the partners in
accordance with the Partnership agreement.
Use of Estimates and Assumptions
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 dates of the financial
statements and the reported amounts of revenues and expenses during the
reporting periods. Actual results could differ from those estimates.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Cash and Cash Equivalents
For purposes of reporting cash flows, all highly liquid debt instruments
with original maturities of three months or less are considered to be cash
equivalents.
Designated cash totaling $816,858 and $605,250 as of December 31, 1994 and
1995, respectively, consists of amounts designated for repairs and replacement
of property and equipment.
The Partnership maintains cash and cash equivalents in accounts with
various financial institutions in excess of amounts insured by the Federal
Deposit Insurance Corporation.
Inventories
Inventories consist of food, beverages, china, linen, glassware,
silverware, uniforms, and supplies and are stated at cost, which approximates
market, with cost determined using the first-in, first-out method.
Property and Equipment
Buildings are carried at cost and depreciated over forty years using the
straight-line method. Furniture and equipment are recorded at cost and
depreciated using the straight-line method over the estimated useful lives,
which range from three to seven years. Normal repairs and maintenance are
charged to expense as incurred.
In 1995, the Partnership adopted Financial Accounting Standards No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed of." Impairment losses are recognized in operating income as they
are determined.
The Partnership periodically reviews its property and equipment to
determine if its carrying cost will be recovered from future operating cash
flows. In cases when the Partnership does not expect to recover its carrying
cost, the Partnership recognizes an impairment loss. No such losses have been
recognized to date.
F-27
<PAGE> 167
GARDEN HOTEL ASSOCIATES LP
(A TEXAS LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
Other Assets
Other assets consist primarily of deferred finance costs totaling
approximately $1,387,243 and $819,759 at December 31, 1994 and 1995,
respectively, and are stated at net cost. Amortization of loan costs is computed
using the effective yield method over the lives of the related loans. The
remaining balance consists primarily of security deposits totaling approximately
$404,189 and $522,613 at December 31, 1994 and 1995, respectively, and are
stated at cost.
Preopening costs, which are classified as other assets, are recorded at
cost and amortized over twelve months using the straight-line method. Fully
amortized preopening expenses of $859,256 were written off in 1995.
Income Taxes
The Partnership is not a taxable entity and the results of its operations
are included in the tax returns of the partners. The Partnership's tax returns
and the amount of allocable income or loss are subject to examination by federal
and state taxing authorities. If such examinations result in changes to income
or loss, the tax liability of the partners could be charged accordingly.
Revenue Recognition
Room, food and beverage, telephone and other revenues are recognized when
earned.
Self-Insurance
The Partnership is self insured for various levels of general liability,
workers' compensation and employee medical coverages. Accrued expenses include
the estimated cost from unpaid incurred claims.
Interest Rate Contracts
The Partnership enters into interest rate contracts to manage its exposure
to interest rate volatility. These contracts have been interest rate caps, where
the Partnership pays a lump-sum for the right to receive future payments should
interest rates exceed an agreed upon rate. The Partnership is exposed to credit
loss in the event of nonperformance by the counterparties to its interest rate
contracts. The Partnership does not anticipate nonperformance by the
counterparties. The Partnership accounts for interest rate cap contracts by
amortizing the up-front premium to interest expense over the life of the
contract.
Advertising Costs
The Partnership participates in various advertising and marketing programs
with a related party. All costs are expensed in the period incurred. The
Partnership recognized advertising expenses of $1,003,589, $1,198,335 and
$1,148,385 for the years ended December 31, 1993, 1994 and 1995, respectively.
Reclassifications
Certain amounts previously reported have been reclassified to conform with
the current year presentation.
F-28
<PAGE> 168
GARDEN HOTEL ASSOCIATES LP
(A TEXAS LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
3. PROPERTY AND EQUIPMENT:
Property and equipment consists of the following:
<TABLE>
<CAPTION>
DECEMBER 31,
-----------------------------
1994 1995
------------ ------------
<S> <C> <C>
Land.................................................... $ 17,428,111 $ 17,428,111
Buildings............................................... 91,467,248 91,467,248
Furniture, fixtures and equipment....................... 15,493,480 17,841,018
------------ ------------
124,388,839 126,736,377
Less accumulated depreciation........................... 18,441,665 22,938,817
------------ ------------
$105,947,174 $103,797,560
============ ============
</TABLE>
4. MANAGEMENT AGREEMENT AND RELATED PARTY TRANSACTIONS:
On May 21, 1990, the Partnership and Wyndham Hotel Company, Ltd. (the
"Operator"), a related party, entered into a management agreement which provides
for a base management fee and chain services fee equal to 5% of gross revenues
plus an incentive fee equal to 15% of total operating cash flow. Due to Operator
includes management fees and other expenses payable to the Operator. As provided
for in the management agreement, cash in excess of amounts required for on-site
operations is held in a central account in the name of the Operator.
The Partnership receives sales and marketing, centralized reservations,
accounting and other support services from affiliates which are reimbursed as an
adjustment to management fees in the normal course of business.
5. ACCOUNTS PAYABLE AND ACCRUED EXPENSES:
Accounts payable and accrued expenses consist of the following:
<TABLE>
<CAPTION>
DECEMBER 31,
-------------------------
1994 1995
---------- ----------
<S> <C> <C>
Accounts payable............................................ $1,003,836 $ 977,184
Taxes....................................................... 1,051,706 1,061,058
Payroll and related costs................................... 1,100,642 1,176,514
Accrued interest............................................ 563,862 596,640
Other....................................................... 215,070 275,639
---------- ----------
$3,935,116 $4,087,035
========== ==========
</TABLE>
6. LONG-TERM DEBT:
Long-term debt consists of the following:
<TABLE>
<CAPTION>
DECEMBER 31,
---------------------------
1994 1995
----------- -----------
<S> <C> <C>
Acquisition loan.......................................... $90,000,000 $90,000,000
Revolver loan............................................. 3,000,000 3,000,000
---------- ----------
$93,000,000 $93,000,000
========== ==========
</TABLE>
F-29
<PAGE> 169
GARDEN HOTEL ASSOCIATES LP
(A TEXAS LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
The Acquisition and Revolver loans are payable to an affiliate. During
1993, two interest rate caps were purchased for $498,000 which fixed $60,000,000
of the acquisition loan balance at a 6% interest rate effective September 30,
1994 for the remainder of the loan. The remaining balances of these loans bear
interest at various rates which ranged from 4.63% to 6.5%, 4.5% to 9% and 7.1%
to 7.9% during the years ended December 31, 1993, 1994 and 1995, respectively.
Interest only is payable for both the Acquisition and Revolver loans until
maturity at May 21, 1997, when the principal is due.
The Partnership's debt is collateralized principally by property and
equipment.
7. EMPLOYEE BENEFIT PLANS:
The Partnership participates in a 401(k) retirement savings plans.
Employees who are over 21 years of age and have completed one year of service
are eligible to participate in the plan. The Partnership matches employee
contributions up to 4% of an employee's salary. The Partnership expensed
$31,628, $44,185, and $77,075 for the years ended December 31, 1993, 1994 and
1995, respectively, related to the plan.
The Partnership participates in a self-insured group health plan through a
Voluntary Employee Benefit Association ("VEBA") for its employees. This plan is
funded to the limits provided in the Internal Revenue Code, and liabilities have
been recorded for unpaid claims. Aggregate and stop loss insurance exists at
amounts which limit exposure to the partnerships. The Partnership has recognized
expenses under the plan of $419,817, $443,277 and $511,643 for the years ended
December 31, 1993, 1994 and 1995, respectively.
8. FAIR VALUE:
The Partnership has estimated the fair value of its financial instruments
at December 31, 1995 as required by Statement of Financial Accounting Standards
No. 107. The carrying values of cash and cash equivalents, accounts receivable,
accounts payable and accrued expenses are reasonable estimates of their fair
values. The carrying values of variable and fixed rate debt are reasonable
estimates of their fair values based on their discounted cash flows at discount
rates currently available to the Company for debt with similar terms and
remaining maturities.
9. COMMITMENTS AND CONTINGENCIES:
The Partnership has entered into a land lease for one of the Partnership's
hotels. Future minimum rental payments of $160,000 per year are required under
the operating lease. The lease which expires March 2052 includes a renewal
option of 25 years and contingent lease payments which are based on a percentage
of the hotel's gross income. The related renewal rental expense was $160,000 for
the years ended 1993, 1994 and 1995, and contingent rental expense was $75,333,
$112,464 and $153,862 for the years ended December 31, 1993, 1994 and 1995,
respectively.
The Partnership is subject to environmental regulations related to the
ownership of real estate (hotels). As part of due diligence procedures, the
Partnership has conducted Phase I environmental assessments on each property
prior to acquisition. The cost of complying with the environmental regulations
was not material to the Partnership's statements of income for any of the years
in the three-year period ended December 31, 1995. The Partnership is not aware
of any environmental condition on any of its properties which is likely to have
a material adverse effect on the Partnership's financial statements.
10. SUBSEQUENT EVENT:
It is the intent of an affiliated entity to acquire a 70% ownership
interest in the Partnership. The acquiring entity and the Operator are
affiliated through common ownership. In addition, a letter of intent has been
entered into with a third party real estate investment trust ("REIT"). This
transaction will result in a
F-30
<PAGE> 170
GARDEN HOTEL ASSOCIATES LP
(A TEXAS LIMITED PARTNERSHIP)
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
sale/leaseback that provides for the sale of all eleven hotels containing 1,940
rooms for $135,320,000 to the REIT and eleven long-term operating leases back to
the Operator. Each lease has an initial term of seventeen years and four
optional twelve-year extensions exercisable at the Operator's option for all
hotels. Annual minimum base rents aggregate $13,600,000 plus a contingent rent
payment is required based on a percentage of excess revenue over base year
revenues. The leases will require the Operator to pay substantially all expenses
associated with the operation of the leased hotels, real estate taxes and
insurance.
F-31
<PAGE> 171
FULL-RANGE MANAGEMENT CAPABILITIES
Wyndham is a fully integrated hospitality company experienced in all aspects of
hotel operations, including purchasing, accounting, asset and risk management,
as well as hotel design, remodeling and constrution.
[WYNDHAM LOGO]
WYNDHAM HOTEL CORPORATION
-- FINANCING & ACQUISITIONS
-- ASSET MANAGEMENT
-- PURCHASING
-- REDEVELOPMENT
-- DESIGN & CONSTRUCTION
-- SALES & MARKETING
The Company's hotel operations are divided into two operating divisions, the
Hotel and Resort Division and the Garden Hotel Division, which are serviced by
a centralized corporate staff providing managerial and operational support.
[PHOTO OF GRAND OPENING OF WYNDHAM GARDEN HOTEL]
[CAPTION]
Wyndham's design and construction division has managed over $135 million of
renovation and construction dring the past two years.
[PHOTO OF FIVE WYNDHAM EMPLOYEES]
[CAPTION]
Wyndham operates an extensive recruitment and training program. Wyndham
believes that this approach has contributed significantly to high labor
productivity and employee retention, as evidenced by the fact that 70% of the
Company's existing general managers were promoted from within the Company.
<PAGE> 172
- ------------------------------------------------------
- ------------------------------------------------------
NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFER CONTAINED HEREIN, AND, IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR ANY OF THE UNDERWRITERS. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER OF ANY SECURITIES OTHER THAN THOSE TO WHICH IT RELATES OR AN
OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, THOSE TO WHICH IT RELATES
IN ANY STATE TO ANY PERSON TO WHOM IT IS NOT LAWFUL TO MAKE SUCH OFFER IN SUCH
STATE. THE DELIVERY OF THIS PROSPECTUS AT ANY TIME DOES NOT IMPLY THAT THE
INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary.................... 3
Risk Factors.......................... 13
The Formation and the Financing
Plan................................ 21
Use of Proceeds....................... 26
Dilution.............................. 27
Dividend Policy....................... 27
Capitalization........................ 28
Pro Forma Combined Financial Data..... 29
Selected Combined Financial Data...... 43
Management's Discussion and Analysis
of Financial Condition and Results
of Operations....................... 45
Business.............................. 58
Management............................ 88
Certain Relationships and
Transactions........................ 99
Principal Stockholders................ 107
Shares Eligible for Future Sale....... 108
Description of Indebtedness........... 110
Description of Capital Stock.......... 115
Certain U.S. Tax Consequences to
Non-U.S. Stockholders............... 121
Underwriting.......................... 124
Legal Matters......................... 126
Experts............................... 127
Additional Information................ 127
Glossary.............................. 128
Index to Financial Statements......... F-1
</TABLE>
UNTIL , 1996 (25 CALENDAR DAYS AFTER THE DATE OF THIS
PROSPECTUS), ALL DEALERS EFFECTING TRANSACTIONS IN THE COMMON STOCK, WHETHER OR
NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS.
THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN
ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR
SUBSCRIPTIONS.
- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
LOGO
3,350,000 SHARES
WYNDHAM HOTEL
CORPORATION
COMMON STOCK
------------
PROSPECTUS
, 1996
------------
SMITH BARNEY INC.
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
MONTGOMERY SECURITIES
BT SECURITIES CORPORATION
- ------------------------------------------------------
- ------------------------------------------------------
<PAGE> 173
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may
not be sold nor may offers to buy be accepted prior to the time the
registration statement becomes effective. This prospectus shall not
constitute an offer to sell or the solicitation of an offer to
buy nor shall there be any sale of these securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction.
SUBJECT TO COMPLETION, DATED MAY 14, 1996
PROSPECTUS
<TABLE>
<S> <C>
3,350,000 SHARES
LOGO WYNDHAM HOTEL CORPORATION
COMMON STOCK
</TABLE>
------------------
All of the shares of Common Stock offered hereby are being sold by Wyndham
Hotel Corporation (the "Company"). Of the 3,350,000 shares of Common Stock
offered hereby, 670,000 shares are being offered in an international offering
outside the United States and Canada by the Managers (as defined herein) and
2,680,000 shares are being offered in a concurrent offering in the United States
and Canada by the U.S. Underwriters (as defined herein) (collectively, the
"Offering").
Prior to the Offering, there has not been a public market for the Common
Stock of the Company. It is currently estimated that the initial public offering
price will be between $14.00 and $16.00 per share. See "Underwriting" for
information relating to the factors considered in determining the initial public
offering price.
The Common Stock has been approved for listing on the New York Stock
Exchange under the symbol "WYN," subject to official notice of issuance.
Concurrently with the Offering and as part of its Financing Plan (as
defined herein), the Company is offering $100,000,000 aggregate principal amount
of % Senior Subordinated Notes due 2006 by a separate prospectus (the "Debt
Offering," and together with the Offering, the "Offerings"). The consummation of
each of the Offerings is conditioned upon the consummation of the other, and
will occur simultaneously. See "The Formation and the Financing Plan."
SEE "RISK FACTORS" COMMENCING ON PAGE 13 OF THIS PROSPECTUS FOR A
DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED BY INVESTORS.
------------------
THESE SECURITIES 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 PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR
ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION
TO THE CONTRARY IS UNLAWFUL.
<TABLE>
<S> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------
UNDERWRITING
PRICE TO DISCOUNTS AND PROCEEDS TO
PUBLIC COMMISSIONS(1) COMPANY(2)
- ------------------------------------------------------------------------------------------------------
Per Share $ $ $
- ------------------------------------------------------------------------------------------------------
Total(3) $ $ $
- ------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------
</TABLE>
(1) For information regarding indemnification of the U.S. Underwriters and
the Managers, see "Underwriting."
(2) Before deducting expenses estimated at $ , which are payable by
the Company.
(3) The Company has granted the several U.S. Underwriters a 30-day option to
purchase up to 502,500 additional shares of Common Stock solely to cover
over-allotments, if any. See "Underwriting." If such option is exercised
in full, the total Price to Public, Underwriting Discounts and
Commissions and Proceeds to Company will be $ , $
and $ , respectively.
------------------
These shares of Common Stock are being offered by the several Managers
named herein, subject to prior sale, when, as and if accepted by them and
subject to certain conditions. It is expected that certificates for the shares
of Common Stock offered hereby will be available for delivery on or about
, 1996 at the offices of Smith Barney Inc., 333 West 34th Street,
New York, New York 10001.
SMITH BARNEY INC.
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
MONTGOMERY SECURITIES
BANKERS TRUST INTERNATIONAL PLC
, 1996
<PAGE> 174
- ------------------------------------------------------
- ------------------------------------------------------
NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFER CONTAINED HEREIN, AND, IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR ANY OF THE MANAGERS. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER OF ANY SECURITIES OTHER THAN THOSE TO WHICH IT RELATES OR AN
OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, THOSE TO WHICH IT RELATES
IN ANY STATE TO ANY PERSON TO WHOM IT IS NOT LAWFUL TO MAKE SUCH OFFER IN SUCH
STATE. THE DELIVERY OF THIS PROSPECTUS AT ANY TIME DOES NOT IMPLY THAT THE
INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary.................... 3
Risk Factors.......................... 13
The Formation and the Financing
Plan................................ 21
Use of Proceeds....................... 26
Dilution.............................. 27
Dividend Policy....................... 27
Capitalization........................ 28
Pro Forma Combined Financial Data..... 29
Selected Combined Financial Data...... 43
Management's Discussion and Analysis
of Financial Condition and Results
of Operations....................... 45
Business.............................. 58
Management............................ 88
Certain Relationships and
Transactions........................ 99
Principal Stockholders................ 107
Shares Eligible for Future Sale....... 108
Description of Indebtedness........... 110
Description of Capital Stock.......... 115
Certain U.S. Tax Consequences to
Non-U.S. Stockholders............... 121
Underwriting.......................... 124
Legal Matters......................... 126
Experts............................... 127
Additional Information................ 127
Glossary.............................. 128
Index to Financial Statements......... F-1
</TABLE>
UNTIL , 1996 (25 CALENDAR DAYS AFTER THE DATE OF THIS
PROSPECTUS), ALL DEALERS EFFECTING TRANSACTIONS IN THE COMMON STOCK, WHETHER OR
NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS.
THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN
ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR
SUBSCRIPTIONS.
- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
- ------------------------------------------------------
LOGO
3,350,000 SHARES
WYNDHAM HOTEL
CORPORATION
COMMON STOCK
------------
PROSPECTUS
, 1996
------------
SMITH BARNEY INC.
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
MONTGOMERY SECURITIES
BANKERS TRUST
INTERNATIONAL PLC
- ------------------------------------------------------
- ------------------------------------------------------
<PAGE> 175
PART II
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table indicates the expenses the Company expects to incur in
connection with the Offering described in this Registration Statement.
<TABLE>
<S> <C>
SEC Registration Fee..................................................... $ 19,927
NASD Filing Fee.......................................................... 6,279
New York Stock Exchange Listing Fee...................................... 149,773
Transfer Agent and Registrar Fees........................................ *
Blue Sky and Related Fees (including counsel fees)....................... *
Accountants' Services and Expenses....................................... *
Legal Services and Expenses.............................................. *
Directors' and Officers' Insurance....................................... *
Printing and Engraving Fees.............................................. *
Governmental Filings..................................................... *
Real Estate Related Expenses............................................. *
Miscellaneous............................................................ *
-------
TOTAL.......................................................... $ *
=======
</TABLE>
- ---------------
* To be filed by amendment.
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law (the "DGCL") provides,
in effect, that any person made a party to any action by reason of the fact that
he is or was a director, officer, employee or agent of the Company may and, in
certain cases, must be indemnified by the Company against, in the case of a non-
derivative action, judgments, fines, amounts paid in settlement and reasonable
expenses (including attorney's fees) incurred by him as a result of such action,
and in the case of a derivative action, against expenses (including attorney's
fees), if in either type of action he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Company. This indemnification does not apply, in a derivative action, to matters
as to which it is adjudged that the director, officer, employee or agent is
liable to the Company, unless upon court order it is determined that, despite
such adjudication of liability, but in view of all the circumstances of the
case, he is fairly and reasonably entitled to indemnity for expenses, and, in a
non-derivative action, to any criminal proceeding in which such person had
reasonable cause to believe his conduct was unlawful.
Article 15 of the Company's Amended and Restated Certificate of
Incorporation provides that no director or former director of the Company shall
be liable to the Company or its stockholders for monetary damages for breach of
fiduciary duty as a director to the fullest extent permitted by Delaware Law.
Article 15 of the Company's Amended and Restated Certificate of Incorporation,
which is filed as Exhibit 3.1 to this Registration Statement, is incorporated
herein by reference.
Article 16 of the Company's Amended and Restated Certificate of
Incorporation provides that the Company shall indemnify any and all of its
directors and officers, or former directors and officers, or any person who may
have served at the Company's request as a director or officer of another
corporation, partnership, joint venture, trust or other enterprise. Article 16
of the Company's Amended and Restated Certificate of Incorporation, which is
filed as Exhibit 3.1 to this Registration Statement, is incorporated herein by
reference.
Reference is made to the underwriting agreements filed as Exhibits 1.1(a)
and 1.1(b) hereto, pursuant to which the underwriters will agree to indemnify
officers and directors of the Company against certain liabilities under the
Securities Act.
II-1
<PAGE> 176
The Company will enter into Indemnification Agreements with each director
of the Company, a draft form of which is filed as Exhibit 10.15 to this
Registration Statement. Pursuant to such agreements, the Company will, to the
extent permitted by applicable law, indemnify such directors against all
expenses, judgments, fines and penalties incurred in connection with the defense
or settlement of any actions brought against them by reason of the fact that
they were directors of the Company or assumed certain responsibilities at the
direction of the Company. The Company will also purchase directors and officers
liability insurance in order to limit its exposure to liability for
indemnification of directors and officers.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
On February 16, 1996, the Company issued 100 shares of Common Stock to
James D. Carreker, its Chief Executive Officer and a director, for nominal
consideration. The shares were issued without registration under the Securities
Act pursuant to the exemption from registration afforded by Section 4(2) of the
Securities Act or the rules and regulations promulgated thereunder.
Reference is made to "The Formation and the Financing Plan" and "Certain
Transactions and Relationships -- Benefits of the Formation and the Financing
Plan to Related Parties" regarding shares of Common Stock to be issued in
connection with the Formation, the purchasers thereof and the consideration
therefor. Such issuances will occur without registration under the Securities
Act pursuant to exemptions from registration afforded by Section 4(2) of the
Securities Act.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
<TABLE>
<S> <C>
1.1(a) -- Underwriting Agreement (U.S. Version).
1.1(b) -- Underwriting Agreement (International Version).
+2.1 -- Formation Agreement dated as of March 10, 1996 among the Company and
the parties identified on the signature page thereof.
+2.2 -- Transfer Agreement among Wyndham Hotel Corporation, Bank of Nova
Scotia, Bank of Nova Scotia (Jamaica) and Caribbean Hotel Management
Company.
+3.1 -- Amended and Restated Certificate of Incorporation of the Company.
+3.2 -- Amended and Restated Bylaws of the Company.
4.1 -- Form of specimen certificate for the Common Stock.
+4.2 -- Relevant portions of Amended and Restated Certificate of
Incorporation (Reference is hereby made to Exhibit 3.1).
5.1 -- Opinion of Locke Purnell Rain Harrell (A Professional Corporation).
+10.1(a) -- Management Agreement dated as of May 10, 1995, by and between Anatole
Hotel Investors, L.P. and Wyndham Hotel Company Ltd.
+10.1(b) -- Form of Management Agreement dated as of September 27, 1994 by and
between Bedrock Annapolis Investment Partners Level I, L.P. and
Wyndham Hotel Company Ltd. (together with attachment).
+10.1(c) -- Management Agreement dated as of March 10, 1988, by and between
Franklin Plaza Associates and Wyndham Hotel Company, as amended by
First Amendment dated November 17, 1993.
+10.1(d) -- Service Agreement dated as of November 17, 1993, by and between
Franklin Plaza Realty Limited Partnership and Wyndham Hotel Company
Ltd.
+10.1(e) -- Management Agreement dated as of December 1, 1984, by and between
Houston Greenspoint Hotel Associates and Wyndham Hotel Company.
</TABLE>
II-2
<PAGE> 177
<TABLE>
<S> <C>
+10.1(f) -- Management Agreement dated as of December 4, 1991, by and between
Itasca Hotel Company and Wyndham Hotel Company Ltd., as amended by
Amendment dated March 19, 1996.
+10.1(g) -- Management Agreement dated as of June 30, 1994 by and between
Waterfront Hotel Associates, S.E. and Old San Juan Management, Ltd.
S.E.
+10.1(h) -- Management Agreement dated as of May 26, 1995 by and between
Convention Center Boulevard Hotel, Limited and Wyndham Hotel Company
Ltd.
+10.1(i) -- Management Agreement dated as of August 25, 1993 by and between
Playhouse Square Hotel Limited Partnership and Wyndham Hotel Company
Ltd.
+10.1(j) -- Management Agreement dated as of March 1, 1986 by and between CLC
Partnership and Wyndham Hotel Company, as amended by First Amendment
dated June 30, 1988.
+10.1(k) -- Management Agreement dated as of December 22, 1987 and Badger XVI
Limited Partnership, Crow Division Partners and Wyndham Hotel
Company, as amended by First Amendment dated February 26, 1988.
+10.1(l) -- Management Agreement dated as of November 20, 1987 by and between
Hotel and Convention Center Partners I, Ltd. and Wyndham Hotel
Corporation II, Inc., as amended by Amendment dated November 1, 1993.
10.1(m) -- [Intentionally Omitted]
+10.2 -- Investment Agreement dated as of May 2, 1994, among The Hampstead
Group, Inc., Wyndham Hotel Company Ltd., The Partners in Wyndham
Hotel Company Ltd., and Crow Family Partnership, L.P., as amended.
+10.3(a) -- Agreement to Lease by and between Hospitality Properties Trust and
Garden Hotel Associates II Limited Partnership dated as of April 1,
1996.
+10.3(b) -- Lease Agreement dated as of March 1, 1988, by and between Lincoln
Island Associates No. 1, Limited and WH Limited Partnership.
+10.3(c) -- Lease Agreement dated December 19, 1989 by and between Rose Hall
Hotel Limited and Rose Hall Associates Limited Partnership.
+10.3(d) -- Sublease Agreement dated as of November 17, 1989, by and between
Copley-Commerce-Telegraph #1 Associates, as assignee of
Crow-Staley-Commerce #1 Limited Partnership and Commerce Hotel
Partners Ltd.
+10.3(e) -- Ground Lease dated as of March 26, 1987, by and between Fred C.
Boysen, Dorthey Boysen, Ted Boysen and Rose Boysen and Garden Hotel
Associates Limited Partnership, as assignee of Ramada Hotel Operating
Company as amended by First Amendment dated as of May 7, 1990.
+10.3(f) -- Lease Agreement dated as of November 26, 1990, between Tower 2001
Limited Partnership and Wyndham Hotel Company Ltd, as amended by
Letter Agreement dated March 9, 1994 and Letter Agreement dated March
22, 1995, and as amended by Amendment No. 1 dated as of November 30,
1995.
+10.3(g) -- Lease Agreement dated as of January 1992, by and between 475 Park
Avenue South Co., and Wyndham Hotel Company Ltd., as amended by
Amendment of Lease dated January 30, 1995.
+10.3(h) -- Sublease dated as of May 31, 1995, between Banc One Mortgage
Corporation and Wyndham Hotels & Resorts.
+10.3(i) -- Lease Agreement dated as of May 16, 1994, by and between Wirtz Realty
Corporation, as agent for 333 Building Corporation and Wyndham Hotel
Company Ltd.
+10.3(j) -- Lease Agreement dated as of May 18, 1994 by and between Columbia
Executive Offices, Inc. and The Inn at Semiahmoo a Wyndham Resort.
10.4 -- [Intentionally Omitted]
</TABLE>
II-3
<PAGE> 178
<TABLE>
<S> <C>
10.5 -- [Intentionally Omitted]
10.5(a) -- Form of Asset Management Agreement to be entered into between the
Company and various Crow Family Real Estate Entities.
10.6 -- [Intentionally Omitted]
10.6(a) -- Form of Service Agreement to be entered into between the Company and
each of ISIS 2000, Wynright Insurance and various affiliated
entities.
10.7 -- [Intentionally Omitted]
*10.8 -- Form of Insurance Policy from Wynright Insurance to the Company.
10.9 -- [Intentionally Omitted]
10.10 -- Form of Indenture relating to the % Senior Subordinated Notes due
2006.
+10.11 -- Credit Agreement dated as of June 30, 1995 among Wyndham Hotel
Company, Ltd., Certain Financial Institutions and General Electric
Investment Corporation.
+10.12 -- Exchange Agreement dated as of March 10, 1996, among Wyndham Hotel
Company, Ltd., Wyndham Hotel Corporation, Wynopt Investment
Partnership Level II, L.P., Wynopt Investment Partnership, L.P. and
The Hampstead Group L.L.C. and joined in by Bedrock Hotel Partners,
L.L.C.
+10.13 -- Form of Stockholders' Agreement among Wyndham Hotel Corporation and
the Stockholders listed on the signature pages thereof.
+10.14 -- Form of Registration Rights Agreement among Wyndham Hotel
Corporation, and the parties identified on the signature pages
thereof.
10.15 -- Form of Indemnification Agreement by and between Wyndham Hotel
Corporation and its directors.
+10.16(a) -- 6% Promissory Note made by James D. Carreker.
+10.16(b) -- 6% Promissory Note made by Leslie V. Bentley.
+10.16(c) -- 6% Promissory Note made by Eric A. Danziger.
+10.16(d) -- 6% Promissory Note made by Anne L. Raymond.
+10.16(e) -- 6% Promissory Note made by Stanley M. Koonce, Jr.
+10.16(f) -- 6% Promissory Note made by Wyndham Employees Ltd.
*10.17 -- Form of Waiver and Contribution Agreement.
+10.18(a) -- Form of Capital Contribution Notes dated as of December 22, 1995 by
and between WHC-LG Hotel Partners L.P. and the Company.
+10.18(b) -- Form of Capital Contribution Notes dated as of October 2, 1995 by and
between Pleasanton Hotel Partners, L.P. and the Company.
+10.18(c) -- Form of Capital Contribution Notes dated as of May 26, 1995 by and
between New Orleans Hotel I, L.P. and the Company.
10.19(a) -- Wyndham Employees Savings & Retirement Plan.
+10.19(b) -- Wyndham Hotel Corporation 1996 Long Term Incentive Plan.
+10.19(c) -- Non-Employee Directors' Retainer Stock Plan.
+10.20 -- Agreement and Conveyance dated as of December 31, 1988 by and between
Caribbean Hotel Management Company and Wyndham Hotel Company Ltd.
+10.21 -- Option Agreement dated as of May 2, 1994 between Ross Investment
Partners 2, L.P. and Wyndham Hotel Company Ltd., and The Partners in
Wyndham Hotel Company Ltd.
+10.22 -- Operating Deficit Guaranty and Reserves Agreement dated as of August
25, 1993 by and among Playhouse Square Hotel Limited Partnership,
Society National Bank and the Lenders.
</TABLE>
II-4
<PAGE> 179
<TABLE>
<S> <C>
10.23 -- Letter Agreement dated as of May 9, 1996 by and between WHC LAX
Associates, L.P. and the Company.
+10.24 -- Letter Agreement dated as of April 29, 1996 by and between Certain
Financial Institutions, General Electric Investment Corporation and
the Company.
+10.25 -- Registration Rights Agreement dated as of April 29, 1996 between the
Company and General Electric Investment Corporation.
+10.26 -- Form of Promissory Note dated April 15, 1995 between the Company and
WFLP.
10.27 -- Letter of Intent from Patriot American Hospitality, Inc., dated April
10, 1996.
10.28 -- Form of Computerized Reservation Service Agreement between ISIS 2000
and the Company.
10.29 -- Form of Indemnification Agreement by and between Certain Officers,
Directors and Stockholders of Certain Liquor Corporations and Wyndham
Hotel Company Ltd.
21.1 -- List of subsidiaries of the Company.
23.1 -- Consents of Coopers & Lybrand L.L.P.
23.2 -- Consent of Locke Purnell Rain Harrell (A Professional Corporation)
(included in Exhibit 5.1).
24.1 -- Powers of Attorney.
</TABLE>
- ---------------
* To be filed by amendment.
+ Filed Previously.
(b) Financial Statement Schedules.
<TABLE>
<CAPTION>
SCHEDULE PAGE
-------------------------------------------------------------------- ----
<S> <C>
XI: Real Estate and Accumulated Depreciation....................... S-2
</TABLE>
ITEM 17. UNDERTAKINGS.
The undersigned Company hereby undertakes to provide to the representatives
of the underwriters at the closing specified in the underwriting agreements
certificates in such denominations and registered in such names as required by
the underwriters to permit prompt delivery to each purchaser.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers, and controlling persons of the
Company, the Company has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer, or controlling person of
the Company in the successful defense of any action, suit, or proceeding) is
asserted by such director, officer, or controlling person in connection with the
securities being registered, the Company will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
The Company hereby undertakes that:
(1) For purposes of determining any liability under the Act, the
information omitted from the form of Prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the Company pursuant to Rule 424(b)(1) or (4) or
497(h) under the Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Act, each
post-effective amendment that contains a form of Prospectus shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
II-5
<PAGE> 180
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 day of May, 1996.
WYNDHAM HOTEL CORPORATION
By: /s/ JAMES D. CARREKER*
----------------------------------
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 , 1996.
<TABLE>
<CAPTION>
NAME TITLE
- --------------------------------------------- ----------------------------------------------
<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
- ---------------------------------------------
Harlan R. Crow
/s/ SUSAN T. GROENTEMAN* Director
- ---------------------------------------------
Susan T. Groenteman
/s/ ROBERT A. WHITMAN* Director
- ---------------------------------------------
Robert A. Whitman
/s/ DANIEL A. DECKER* Director
- ---------------------------------------------
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
</TABLE>
II-6
<PAGE> 181
REPORT OF INDEPENDENT ACCOUNTANTS
To the Partners and Shareholders
Wyndham Hotel Corporation
In connection with our audits of the combined financial statements of
Wyndham Hotel Corporation (as defined in Note 1 of those combined financial
statements) as of December 31, 1994 and 1995, and for each of the three years in
the period ended December 31, 1995, which financial statements are included in
the prospectus, we have also audited the financial statement schedule listed in
Item 16 herein.
In our opinion, the financial statement schedule, when considered in
relation to the basic financial statements taken as a whole, present fairly, in
all material respects, the information required to be included therein.
COOPERS & LYBRAND L.L.P.
Dallas, Texas
March 8, 1996
S-1
<PAGE> 182
SCHEDULE XI
WYNDHAM HOTEL CORPORATION
REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1995
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
INITIAL COSTS GROSS AMOUNT
--------------------- -------------------------------
BUILDINGS & SUBSEQUENT BUILDINGS & ACCUMULATED
DESCRIPTION DEBT LAND IMPROVEMENTS COSTS LAND IMPROVEMENTS TOTAL DEPRECIATION
- ---------------------------------- ------- ------ ------------ ---------- ------ ------------ ------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Wyndham Garden Hotels
Brookfield Lakes................ $10,275 $ 985 $ 7,157 $ 70 $ 985 $ 7,227 $ 8,212 $ 1,070
Indianapolis.................... 10,600 495 6,845 262 495 7,107 7,602 962
Commerce........................ 15,000 300 11,966 409 300 12,375 12,675 1,348
Charlotte....................... 10,286 595 6,044 489 562 6,533 7,095 1,062
Schaumburg...................... 5,400 1,613 4,263 0 1,613 4,263 5,876 280
Wyndham Rose Hall Resort.......... 16,879 6,000 24,628 446 6,000 25,074 31,074 3,976
Wyndham Harbour Island............ 20,471(1) 0 14,137 392 0 14,529 14,529 3,746
------- ------ ------- ------ ------ ------- ------- -------
$88,911 $9,988 $75,040 $2,068 $9,955 $77,108 $87,063 $12,444
======= ====== ======= ====== ====== ======= ======= =======
<CAPTION>
DATE OF DEPRECIATION
ACQUISITION OR LIFE
DESCRIPTION CONSTRUCTION (IN YEARS)
- ------------------------------------ -------------- ------------
<S> <C> <C>
Wyndham Garden Hotels
Brookfield Lakes.................. June 90 20-40
Indianapolis...................... Nov 90 20-40
Commerce.......................... Dec 91 20-40
Charlotte......................... Dec 89 20-40
Schaumburg........................ May 93 40
Wyndham Rose Hall Resort............ Jan 90 20-40
Wyndham Harbour Island.............. Mar 88 30
</TABLE>
- ---------------
(1) Amount represents the capital lease obligation balance as of 12/31/95.
S-2
<PAGE> 1
EXHIBIT (4)(a)
PAGE 1
State of Delaware
Office of the Secretary of State
-------------------------------------
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED
CERTIFICATE OF "WYNDHAM HOTEL CORPORATION", FILED IN THIS OFFICE ON THE
TWENTY-FOURTH DAY OF APRIL, A.D. 1996, AT 1:15 O'CLOCK P.M.
A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW
CASTLE COUNTY RECORDER OF DEEDS FOR RECORDING.
[SEAL] /s/ EDWARD J. FREEL
-----------------------------------
Edward J. Freel, Secretary of State
2594189 8100 AUTHENTICATION: 7920221
960118206 DATE: 04-24-96
<PAGE> 2
AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION
OF
WYNDHAM HOTEL CORPORATION
Wyndham Hotel Corporation, a corporation organized and existing under
the laws of the State of Delaware, hereby certifies as follows:
1. The name of the corporation is Wyndham Hotel Corporation.
Wyndham Hotel Corporation was originally incorporated under the same name, and
the original Certificate of Incorporation of the corporation was filed with the
Secretary of State of the State of Delaware on February 16, 1996.
2. This Amended and Restated Certificate of Incorporation
restates and integrates and further amends the provisions of the Certificate of
Incorporation of the corporation and was duly adopted pursuant to Sections 242
and 245 of the General Corporation Law of the State of Delaware.
3. The text of the Certificate of Incorporation as heretofore
amended or supplemented is hereby restated and further amended to read in its
entirety as follows:
"ARTICLE 1
The name of the corporation is Wyndham Hotel Corporation.
ARTICLE 2
The address of the corporation's registered office in the State of
Delaware is 1209 Orange Street in the City of Wilmington, County of New Castle,
Delaware 19801. The name of its registered agent at such address is The
Corporation Trust Company.
ARTICLE 3
The purpose of the corporation is to engage in any lawful activity for
which corporations may be organized under the General Corporation Law of
Delaware.
ARTICLE 4
The total number of shares of all classes of capital stock that the
corporation shall have the authority to issue is Fifty Million (50,000,000)
shares divided into two classes of which Five Million (5,000,000) shares, par
value $.01 per share, shall be designated preferred stock ("Preferred Stock")
and Forty-Five Million (45,000,000) shares, par value $.01 per share, shall be
designated common stock ("Common Stock").
<PAGE> 3
A. Preferred Stock
The Board of Directors is authorized, subject to limitations
prescribed by law, to provide for the issuance of shares of Preferred Stock in
one or more series, to establish the number of shares to be included in each
such series and to fix the designations, powers, preferences and rights of the
shares of each such series, and any qualifications, limitations or restrictions
thereof.
B. Common Stock
1. Dividends. Subject to the preferential rights, if any, of the
Preferred Stock, the holders of shares of Common Stock shall be entitled to
receive, when and if declared by the Board of Directors, out of the assets of
the corporation which are by law available therefor, dividends payable either
in cash, in property or in shares of Common Stock or other securities of the
corporation.
2. Voting Rights. At every annual or special meeting of
stockholders of the corporation every holder of Common Stock shall be entitled
to one vote, in person or by proxy, for each share of Common Stock standing in
his or her name on the books of the corporation.
3. Liquidation, Dissolution or Winding Up. In the event of any
voluntary or involuntary liquidation, dissolution or winding up of the affairs
of the corporation, after payment or provision for payment of the debts and
other liabilities of the corporation and of the preferential amounts, if any,
to which the holders of Preferred Stock may be entitled, the holders of all
outstanding shares of Common Stock shall be entitled to share ratably in the
remaining assets of the corporation.
ARTICLE 5
The business and affairs of the corporation shall be managed by or
under the direction of the Board of Directors. The Board of Directors may
exercise all such authority and powers of the corporation and do all such
lawful acts and things as are not by statute or this Certificate of
Incorporation directed or required to be exercised or done by the stockholders.
A. Number of Directors
The number of directors of the corporation (exclusive of directors to
be elected by the holders of one or more series of the Preferred Stock of the
corporation which may be outstanding, voting separately as a series or class)
shall be fixed from time to time by action of not less than a majority of the
members of the Board of Directors then in office, though less than a quorum,
but in no event shall be less than five nor more than thirteen.
-2-
<PAGE> 4
B. Classes
Subject to the rights, if any, of any series of Preferred Stock then
outstanding, the directors shall be divided into three classes, designated
Class I, Class II and Class III. The number of directors in each class shall
be the whole number contained in the quotient arrived at by dividing the
authorized number of directors by three, and if a fraction is also contained in
such quotient then if such fraction is one-third (1/3) the extra director shall
be a member of Class III and if the fraction is two-thirds (2/3) one of the
extra directors shall be a member of Class III and the other shall be a member
of Class II. The term of office of directors elected to each class at the
first annual meeting of stockholders shall expire as follows: Class I shall
expire at the 1997 annual meeting of stockholders, Class II shall expire at the
1998 annual meeting of stockholders, Class III shall expire at the 1999 annual
meeting of stockholders. At each annual meeting of stockholders following the
first annual meeting of stockholders, directors shall be elected to succeed
those directors whose terms expire for a term of office to expire at the third
succeeding annual meeting of stockholders after their election. All directors
shall hold office until the annual meeting of stockholders for the year in
which their term expires and until their successors are duly elected and
qualified, or until their earlier death, resignation, disqualification or
removal.
C. Vacancies
Subject to the rights, if any, of the holders of any series of
Preferred Stock then outstanding, newly created directorships resulting from
any increase in the authorized number of directors or any vacancies in the
Board of Directors resulting from death, resignation, disqualification or
removal may be filled only by a majority vote of the directors then in office,
though less than a quorum, and directors so chosen shall hold office for a term
expiring at the annual meeting of stockholders at which the term of office of
the class to which they have been elected expires and until such director's
successor shall have been duly elected and qualified.
D. Removal
Except as may be provided in that certain Stockholders' Agreement the
form of which is an exhibit to that certain Formation Agreement dated as of
March 10, 1996 among the corporation and the parties identified on the
signature pages thereof, as such Stockholders' Agreement may be amended,
supplemented or otherwise modified from time to time, any director or the
entire Board of Directors may be removed only for cause and only by the vote of
the holders of a majority of the securities of the corporation then entitled to
vote at an election of directors.
ARTICLE 6
Elections of directors need not be by written ballot unless the
By-Laws of the corporation shall otherwise provide.
-3-
<PAGE> 5
ARTICLE 7
Nominations of persons for election to the Board of Directors may be
made at an annual meeting of stockholders or special meeting of stockholders
called by the Board of Directors for the purpose of electing directors (i) by
or at the direction of the Board or (ii) by any stockholder of the corporation
entitled to vote for the election of directors at such meeting who complies
with the notice procedures set forth in this Article 7. Such nominations,
other than those made by or at the direction of the Board, shall be made
pursuant to timely notice in writing to the Secretary of the corporation. To
be timely, a stockholder's notice must be delivered to or mailed and received
at the principal executive offices of the corporation not less than 60 days nor
more than 90 days prior to the scheduled date of the meeting, regardless of any
postponement, deferral or adjournment of that meeting to a later date;
provided, however, that if less than 70 days' notice or prior public disclosure
of the date of the meeting is given or made to stockholders, notice by the
stockholder to be timely must be so delivered or received not later than the
close of business on the 10th day following the earlier of (i) the day on which
such notice of the date of the meeting was mailed or (ii) the day on which such
public disclosure was made.
A stockholder's notice to the Secretary shall set forth (i) as to each
person whom the stockholder proposes to nominate for election or reelection as
a director (a) the name, age, business address and residence address of such
person, (b) the principal occupation or employment of such person, (c) the
class and number of shares of the corporation which are beneficially owned by
such person on the date of such stockholder's notice and (d) any other
information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors, or is otherwise required,
in each case pursuant to Regulation 14A under the Securities Exchange Act of
1934, as amended, or any successor statute thereto (the "Exchange Act")
(including, without limitation, such person's written consent to being named in
the proxy statement as a nominee and to serving as a director if elected); (ii)
as to the stockholder giving notice (a) the name and address, as such
information appears on the corporation's books, of such stockholder and any
other stockholders known by such stockholder to be supporting such nominee(s),
(b) the class and number of shares of the corporation which are beneficially
owned by such stockholder and each other stockholder known by such stockholder
to be supporting such nominee(s) on the date of such stockholders notice, (c) a
representation that the stockholder is a holder of record of stock of the
corporation entitled to vote at such meeting and intends to appear in person or
by proxy at the meeting to nominate the person or persons specified in the
notice; and (iii) a description of all arrangements or understandings between
the stockholder and each nominee and other person or persons (naming such
person or persons) pursuant to which the nomination or nominations are to be
made by the stockholder.
Subject to the rights, if any, of the holders of any series of
Preferred Stock then outstanding, no person shall be eligible for election as a
director of the corporation unless nominated in accordance with the procedures
set forth in this Article 7. The chairman of the meeting shall, if the facts
warrant, determine and declare to the meeting that a nomination was not made in
accordance with the procedures prescribed by this Article 7 and
-4-
<PAGE> 6
if he should so determine, he shall so declare to the meeting and the defective
nomination shall be disregarded.
ARTICLE 8
At an annual meeting of stockholders, only such business shall be
conducted, and only such proposals shall be acted upon, as shall have been
properly brought before the annual meeting of stockholders (i) by or at the
direction of the Board of Directors or (ii) by a stockholder of the corporation
who complies with the procedures set forth in this Article 8. For business or
a proposal to be properly brought before an annual meeting of stockholders by a
stockholder, the stockholder must have given timely notice thereof in writing
to the Secretary of the corporation. To be timely, a stockholder's notice must
be delivered to or mailed and received at the principal executive offices of
the corporation not less than 60 days nor more than 90 days prior to the
scheduled date of the annual meeting, regardless of any postponement, deferral
or adjournment of that meeting to a later date; provided, however, that if less
than 70 days' notice or prior public disclosure of the date of the annual
meeting is given or made to stockholders, notice by the stockholder to be
timely must be so delivered or mailed and received not later than the close of
business on the 10th day following the earlier of (i) the day on which such
notice of the date of the meeting was mailed or (ii) the day on which such
public disclosure was made.
A stockholder's notice to the Secretary shall set forth as to each
matter the stockholder proposes to bring before an annual meeting of
stockholders (i) a description, in 500 words or less, 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 address, as such information
appears on the corporation's books, of the stockholder proposing such business
and any other stockholders known by such stockholder to be supporting such
proposal, (iii) the class and number of shares of the corporation that are
beneficially owned by such stockholder and each other stockholder known by such
stockholder to be supporting such proposal on the date of such stockholder's
notice, (iv) a description, in 500 words or less, of any interest of the
stockholder in such proposal and (v) a representation that the stockholder is a
holder of record of stock of the corporation and intends to appear in person or
by proxy at the meeting to present the proposal specified in the notice.
The chairman of the meeting shall, if the facts warrant, determine and
declare to the meeting that the business was not properly brought before the
meeting in accordance with the procedures prescribed by this Article 8, and if
he should so determine, he shall so declare to the meeting and any such
business not properly brought before the meeting shall not be transacted.
Notwithstanding the foregoing, nothing in this Article 8 shall be interpreted
or construed to require the inclusion of information about any such proposal in
any proxy statement distributed by, at the direction of, or on behalf of, the
Board of Directors.
-5-
<PAGE> 7
ARTICLE 9
Any action required or permitted to be taken at any annual or special
meeting of stockholders may only be taken upon the vote of the stockholders at
an annual or special meeting duly called and may not be taken by written
consent of the stockholders.
ARTICLE 10
Subject to the rights of the holders of any series of Preferred Stock,
special meetings of the stockholders, unless otherwise prescribed by statute,
may be called at any time only by the Chairman of the Board of the corporation
or the Board of Directors.
ARTICLE 11
In addition to any affirmative vote required by applicable law or any
other provision of this Certificate of Incorporation or specified in any
agreement, and in addition to any voting rights granted to or held by the
holders of any series of Preferred Stock, the affirmative vote of the holders
of not less than two-thirds (2/3) of all securities of the corporation entitled
to vote generally in the election of directors shall be required to adopt an
agreement of merger or consolidation (other than with respect to the merger of
a wholly-owned subsidiary of the corporation with and into the corporation
pursuant to Section 253 of the General Corporation Law of Delaware) or to
approve the sale, lease or exchange of all or substantially all of the
corporation's property and assets (other than a mortgage or pledge thereof).
ARTICLE 12
The Board of Directors is expressly authorized to adopt, amend or
repeal the By-Laws of the corporation. Any By-Laws made by the directors under
the powers conferred hereby may be amended or repealed by the directors or by
the stockholders. Notwithstanding the foregoing and anything contained in this
Certificate of Incorporation to the contrary, the By-Laws shall not be amended
or repealed by the stockholders, and no provision inconsistent therewith shall
be adopted by the stockholders, without the affirmative vote of the holders of
at least two-thirds (2/3) of the voting power of all shares of the corporation
entitled to vote generally in the election of directors voting together as a
single class.
ARTICLE 13
The Board of Directors, each committee of the Board of Directors and
each individual director, in discharging their respective duties under
applicable law and this Certificate of Incorporation and in determining what
they each believe to be in the best
-6-
<PAGE> 8
interests of the corporation and its stockholders, may consider the effects,
both short-term and long-term, of any action or proposed action taken or to be
taken by the corporation, the Board of Directors or any committee of the Board
of Directors on the interests of (i) the employees, franchisees, associates,
customers, suppliers and/or creditors of the corporation and its subsidiaries
and (ii) the communities in which the corporation and its subsidiaries own or
lease property or conduct business, all to the extent that the Board of
Directors, any committee of the Board of Directors or any individual director
deems pertinent under the circumstances (including the possibility that the
interests of the corporation may best be served by the continued independence
of the corporation); provided, however, that the provisions of this Article 13
shall not limit in any way the right of the Board of Directors to consider any
other lawful factors in making its determinations, including, without
limitation, the effects, both short-term and long-term, of any action or
proposed action on the corporation or its stockholders directly; and provided
further that this Article 13 shall be deemed solely to grant discretionary
authority to the Board of Directors, each committee of the Board of Directors
and each individual director and shall not be deemed to provide to any specific
constituency any right to be considered.
ARTICLE 14
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 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 General Corporation Law of Delaware, 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
General Corporation Law of Delaware, 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 (3/4) 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 a
consequence of such compromise or arrangement, the said compromise or
arrangement and the said reorganization shall, if sanctioned by the court to
which said application has been made, be binding on all the creditors or class
of creditors, and/or on all of the stockholders or class of stockholders, of
the corporation, as the case may be, and also on the corporation.
ARTICLE 15
A director of the corporation shall not be personally liable to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director; provided, however, that the foregoing shall not eliminate
or limit the liability of a director (i) for any breach of the director's duty
of loyalty to the corporation or its stockholders, (ii) for acts or
-7-
<PAGE> 9
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the General Corporation
Law of Delaware or (iv) for any transaction from which the director derived an
improper personal benefit. If the General Corporation Law of Delaware is
hereafter amended to permit further elimination or limitation of the personal
liability of directors, then the liability of a director of the corporation
shall be eliminated or limited to the fullest extent permitted by the General
Corporation Law of Delaware as so amended. Any repeal or modification of this
Article 15 shall not adversely affect any right or protection of a director of
the corporation existing at the time of such repeal or modification.
ARTICLE 16
Each person who was or is made a party or is threatened to be made a
party to or is involved (including, without limitation, as a witness) in any
actual or threatened action, suit or proceeding, whether civil, criminal,
administrative or investigative (hereinafter a "proceeding"), by reason of the
fact that he or she is or was a director or officer of the corporation or is or
was serving at the request of the corporation as a director or officer of
another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to an employee benefit plan
(hereinafter an "indemnitee"), whether the basis of such proceeding is alleged
action in an official capacity as a director, officer or agent or in any other
capacity while serving as such a director or officer, shall be indemnified and
held harmless by the corporation to the fullest extent authorized by the
General Corporation Law of Delaware, as the same exists or may hereafter be
amended (but, in the case of any such amendment, only to the extent that such
amendment permits the corporation to provide broader indemnification rights
than said law permitted the corporation to provide prior to such amendment), or
by other applicable law as then in effect, against any expense, liability and
loss (including attorneys' fees, judgments, fines, excise taxes under the
Employee Retirement Income Security Act of 1974, as amended from time to time
("ERISA"), penalties and amounts to be paid in settlement) actually and
reasonably incurred or suffered by such indemnitee in connection therewith.
A. Any indemnification under this Article 16 (unless ordered by a
court) shall be made by the corporation only as authorized in the specific case
upon a determination that indemnification is proper in the circumstances
because the indemnitee has met the applicable standard of conduct set forth in
the General Corporation Law of Delaware, as the same exists or hereafter may be
amended (but, in the case of any such amendment, only to the extent that such
amendment permits the corporation to provide broader indemnification rights
than said law permitted the corporation to provide prior to such amendment).
Such determination shall be made (i) by the Board of Directors by a majority
vote of the directors who are not parties to such proceeding, even though less
than a quorum (the "Disinterested Directors"), or (ii) if there are no such
Disinterested Directors, or, if such Disinterested Directors so direct, by
independent legal counsel in a written opinion, or (iii) by the stockholders.
The majority of Disinterested Directors may, as they deem appropriate, elect to
have the corporation indemnify any other employee, agent or other person acting
for or on behalf of the corporation.
-8-
<PAGE> 10
B. Costs, charges and expenses (including attorneys' fees)
incurred by a director or officer of the corporation, or such other person
acting on behalf of the corporation as determined in accordance with Paragraph
A, in defending a proceeding shall be paid by the corporation in advance of the
final disposition of such proceeding upon receipt of an undertaking by or on
behalf of the director, officer or other person to repay all amounts so
advanced in the event that it shall ultimately be determined that such
director, officer or other person is not entitled to be indemnified by the
corporation as authorized in this Article 16. The majority of the
Disinterested Directors may, in the manner set forth above, and upon approval
of such director, officer, employee, agent or other person acting on behalf of
the corporation, authorize the corporation's counsel to represent such person,
in any proceeding whether or not the corporation is a party to such proceeding.
C. Any indemnification or advance of costs, charges, and expenses
under this Article 16 shall be made promptly, and in any event within 60 days,
upon the written request of the person seeking indemnification or advancement
of expenses (hereinafter a "claimant"). The right to indemnification or
advances as granted by this Article 16 shall be enforceable by the claimant in
any court of competent jurisdiction, if the corporation denies such request in
whole or in part, or if no disposition thereof is made within 60 days. The
claimant's costs and expenses incurred in connection with successfully
establishing his or her right to indemnification, in whole or in part, in any
such action shall also be indemnified by the corporation. It shall be a
defense to any such action (other than an action brought to enforce a claim for
the advance of costs, charges and expenses under this Article 16 where the
required undertaking, if any, has been received by the corporation) that the
claimant has not met the standard of conduct set forth in the General
Corporation Law of Delaware, as the same exists or hereafter may be amended
(but, in the case of any such amendment, only to the extent that such amendment
permits the corporation to provide broader indemnification rights than said law
permitted the corporation to provide prior to such amendment), but the burden
of proving such defense shall be on the corporation. Neither the failure of
the corporation (including its Board of Directors, its independent legal
counsel and its stockholders) to have made a determination prior to the
commencement of such action that indemnification of the claimant is proper in
the circumstances because he or she has met the applicable standard of conduct
set forth in the General Corporation Law of Delaware, as the same exists or
hereafter may be amended (but, in the case of any such amendment, only to the
extent that such amendment permits the corporation to provide broader
indemnification rights than said law permitted the corporation to provide prior
to such amendment), nor the fact that there has been an actual determination by
the corporation (including its Board of Directors, its independent legal
counsel and its stockholders) that the claimant has not met such applicable
standard of conduct, shall be a defense to the action or create a presumption
that the claimant has not met the applicable standard of conduct.
D. The indemnification and advancement of expenses provided by
this Article 16 shall not be deemed exclusive of any other rights to which a
claimant may be entitled under any law (common or statutory), bylaw, agreement,
vote of stockholders or disinterested directors or otherwise, both as to action
in his or her official capacity and as to action in another capacity while
holding office or while employed by or acting as agent for the
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corporation, and shall continue as to a person who has ceased to be a director,
officer, employee or agent of the corporation, and shall inure to the benefit
of the estate, heirs, executors and administrators of such person. All rights
to indemnification under this Article 16 shall be deemed to be a contract
between the corporation and each director and officer of the corporation who
serves or served in such capacity at any time while this Article 16 is in
effect. Any repeal or modification of this Article 16 or any repeal or
modification of relevant provisions of the General Corporation Law of Delaware
or any other applicable laws shall not in any way diminish any rights to
indemnification of such director or officer or the obligations of the
corporation arising hereunder with respect to any action, suit or proceeding
arising out of or relating to, any actions, transactions or facts occurring
prior to the final adoption of such modification or repeal. For the purposes
of this Article 16 references to "the corporation" include all constituent
corporations parties to a consolidation or merger as well as the resulting or
surviving corporation, so that any person who is or was a director or officer
of such a constituent corporation or is or was serving at the request of such
constituent corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise shall stand
in the same position under the provisions of this Article 16 with respect to
the resulting or surviving corporation, as he or she would if he or she had
served the resulting or surviving corporation in the same capacity.
E. The corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was or has agreed to become a
director, officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against him or her and incurred by him or her on
his or her behalf in any such capacity, or arising out of his or her status as
such, whether or not the corporation would have the power to indemnify him or
her against such liability under the provisions of this Article 16.
F. If this Article 16 or any portion hereof shall be invalidated
on any ground by any court of competent jurisdiction, then the corporation
shall nevertheless indemnify each person entitled to indemnification under the
first paragraph of this Article 16 as to all expense, liability and loss
(including attorneys' fees, judgments, fines, ERISA excise taxes, penalties and
amounts to be paid in settlement) actually and reasonably incurred or suffered
by such person and for which indemnification is available to such person
pursuant to this Article 16 to the full extent permitted by any applicable
portion of this Article 16 that shall not have been invalidated and to the full
extent permitted by applicable law.
ARTICLE 17
Without limiting the purpose of the corporation set forth in Article 2
above, the corporation shall have the corporate power to from time to time
enter into an agreement regarding, or adopt a plan regarding, and in either
case thereafter consummate, an exchange whereby the corporation acquires
partnership interests, shares of capital stock or other securities of one or
more partnerships, corporations or other entities in exchange for cash
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and/or securities of the corporation. Any such agreement duly executed and
delivered by the corporation, and any such plan duly adopted by the
corporation, prior to the effectiveness of this Article 17 shall be the valid
acts of the corporation notwithstanding such later effectiveness of this
Article 17.
ARTICLE 18
The corporation reserves the right to amend, add, alter, change,
repeal or adopt any provision contained in this Certificate of Incorporation,
in the manner now or hereafter prescribed by statute, and all rights conferred
upon stockholders herein are granted subject to this reservation. In addition
to any affirmative vote required by applicable law or any other provision of
this Certificate of Incorporation or specified in any agreement, and in
addition to any voting rights granted to or held by the holders of any series
of Preferred Stock, the affirmative vote of the holders of not less than
two-thirds (2/3) of the voting power of all securities of the corporation
entitled to vote generally in the election of directors shall be required to
amend, add, alter, change, repeal or adopt any provisions inconsistent with
Articles 5, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16 or this Article 18 of this
Certificate of Incorporation.
IN WITNESS WHEREOF, this Amended and Restated Certificate of
Incorporation has been signed by the Company's authorized officer as shown
below as of the 23rd day of April, 1996.
WYNDHAM HOTEL CORPORATION
By: /s/ JAMES D. CARREKER CSM
---------------------------
James D. Carreker
Chief Executive Officer
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<PAGE> 1
EXHIBIT (4)(b)
AMENDED AND RESTATED BYLAWS
OF
WYNDHAM HOTEL CORPORATION
ARTICLE 1
OFFICES
SECTION 1. Registered Office. The registered office of the
corporation within the State of Delaware shall be in the City of Wilmington,
County of New Castle.
SECTION 2. Other Offices. The corporation may also have an
office or offices other than said registered office at such place or places,
either within or without the State of Delaware, as the Board of Directors shall
from time to time determine or the business of the corporation may require.
ARTICLE 2
MEETINGS OF STOCKHOLDERS
SECTION 1. Place of Meetings. All meetings of the
stockholders for the election of directors or for any other purpose shall be
held at any such place, either within or without the State of Delaware, as
shall be designated from time to time by the Board of Directors (or, in the
case of a special meeting called by the Chairman of the Board of the
corporation, as shall be designated by the Chairman of the Board) and stated in
the notice of meeting or in a duly executed waiver thereof.
SECTION 2. Annual Meeting. The annual meeting of
stockholders shall be held at such date and time as shall be designated from
time to time by the Board of Directors and stated in the notice of meeting or
in a duly executed waiver thereof. At such annual meeting, the stockholders
shall elect, by a plurality vote, a Board of Directors and transact such other
business as may properly be brought before the meeting.
SECTION 3. Special Meetings. Special meetings of
stockholders, unless otherwise prescribed by statute, may be called at any time
only by the Board of Directors or the Chairman of the Board.
SECTION 4. Notice of Meetings. Except as otherwise expressly
required by statute, written notice of each annual and special meeting of
stockholders stating the date, place and hour of the meeting, and, in the case
of a special meeting, the purpose or purposes for which the meeting is called,
shall be given to each stockholder of record entitled to vote at such meeting
not less than ten nor more than sixty days before the date of the notice.
Notice shall be given personally or by mail and, if by mail, shall be sent in a
postage prepaid
<PAGE> 2
envelope, addressed to the stockholder at the address appearing on the records
of the corporation. Notice by mail shall be deemed given at the time when the
same shall be deposited in the United States mail, postage prepaid. Notice of
any meeting shall not be required to be given to any person who attends such
meeting, except when such person attends the meeting in person or by proxy for
the express purpose of objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully called or
convened, or who, either before or after the meeting, shall submit a signed
written waiver of notice, in person or by proxy. Neither the business to be
transacted at, nor the purpose of, an annual or special meeting of stockholders
need be specified in any written waiver of notice.
SECTION 5. List of Stockholders. The officer who has charge
of the stock ledger of the corporation shall prepare and make, at least ten
days before each meeting of stockholders, a complete list of the stockholders
entitled to vote at the meeting, arranged in alphabetical order, showing the
address of and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at
least ten days prior to the meeting, either at a place within the city, town or
village where the meeting is to be held which place shall be specified in the
notice of meeting, or, if not specified, at the place where the meeting is to
be held. The list shall be produced and kept at the time and place of the
meeting during the whole time thereof, and may be inspected by any stockholder
who is present.
SECTION 6. Quorum; Adjournments. The holders of a majority
of the voting power of the issued and outstanding stock of the corporation
entitled to vote at a meeting of stockholders, present in person or represented
by proxy, shall constitute a quorum for the transaction of business at all
meetings of stockholders, except as otherwise provided by statute or by the
corporation's Certificate of Incorporation as the same may be amended from time
to time (the "Certificate of Incorporation"). A quorum, once established,
shall not be broken by the withdrawal of enough votes to leave less than a
quorum, and the votes present may continue to transact business until
adjournment. If, however, such quorum shall not be present or represented by
proxy at any meeting of stockholders, then the stockholders entitled to vote at
such meeting, present in person or represented by proxy, shall have the power
to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present or represented by
proxy, at which time any business may be transacted that might have been
transacted at the meeting as originally called. If the adjournment is for more
than thirty days, or, if after adjournment a new record date is set, then a
notice of the adjourned meeting shall be given to each stockholder of record
entitled to vote at the meeting.
SECTION 7. Organization. At each meeting of stockholders,
the Chairman of the Board or the Chief Executive Officer shall act as chairman
of the meeting. The Secretary
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or, in his or her absence or inability to act, the person whom the chairman of
the meeting shall appoint secretary of the meeting, shall act as secretary of
the meeting and keep the minutes thereof.
SECTION 8. Order of Business. The order of business at all
meetings of the stockholders shall be as determined by the chairman of the
meeting.
SECTION 9. Voting. Except as otherwise provided by statute
or the Certificate of Incorporation, each stockholder of the corporation shall
be entitled at each meeting of stockholders to one vote for each share of
capital stock of the corporation standing in his or her name on the record of
stockholders of the corporation:
(a) on the date fixed pursuant to
the provisions of Section 7 of Article 5 of these Bylaws as
the record date for the determination of the stockholders who
shall be entitled to notice of and to vote at such meeting; or
(b) if no such record date shall
have been so fixed, then at the close of business on the day
next preceding the day on which notice thereof shall be given,
or, if notice is waived, at the close of business on the date
next preceding the day on which the meeting is held.
Each stockholder entitled to vote at any meeting of stockholders may authorize
another person or persons to act for him or her by a proxy signed by such
stockholder or the stockholder's attorney-in-fact, but no proxy shall be voted
after three years from its date, unless the proxy provides for a longer period.
Any such proxy shall be delivered to the secretary of the meeting at or prior
to the time designated in the order of business for so delivering such proxies.
When a quorum is present at any meeting, the vote of the holders of a majority
of the voting power of the issued and outstanding stock of the corporation
entitled to vote thereon, present in person or represented by proxy, shall
decide any matter brought before such meeting, unless the matter is one upon
which by express provision of statute or of the Certificate of Incorporation or
of these Bylaws, a different vote is required, in which case such express
provision shall govern and control the decision of such matter. Unless
required by statute, or determined by the chairman of the meeting to be
advisable, the vote on any matter need not be by written ballot. On a vote by
written ballot, each written ballot shall be signed by the stockholder voting,
or by his or her proxy, and shall state the number of shares voted.
SECTION 10. Inspectors. The Board of Directors shall, in
advance of any meeting of stockholders appoint one or more inspectors to act at
such meeting or any adjournment thereof and make a written report thereof. If
any of the inspectors so appointed shall fail to appear or shall be unable to
act, the chairman of the meeting shall appoint one or more inspectors. Each
inspector, before entering upon the discharge of his or her duties, shall
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take and sign an oath faithfully to execute the duties of inspector at such
meeting with strict impartiality and according to the best of his or her
ability. The inspectors shall ascertain the numbers of shares of capital stock
of the corporation outstanding and the voting power of each, determine the
number of shares represented at the meeting and the validity of proxies and
ballots, count all votes and ballots, determine and retain for a reasonable
period a record of the disposition of any challenges made to any determination
by the inspectors and certify their determination of the number of shares
represented at the meeting and their count of all votes and ballots. The
inspectors may appoint or retain other persons or entities to assist the
inspectors in the performance of their duties. No director or candidate for
the office of director shall act as an inspector of an election of directors.
Inspectors need not be stockholders or employees of the corporation.
ARTICLE 3
BOARD OF DIRECTORS
SECTION 1. Place of Meetings. Meetings of the Board of
Directors shall be held at such place or places, within or without the State of
Delaware, as the Board of Directors may from time to time determine or as shall
be specified in the notice of any such meeting.
SECTION 2. Annual Meeting. The Board of Directors shall meet
for the purpose of organization, the election of officers and the transaction
of other business, as soon as practicable after each annual meeting of
stockholders, on the same day and at the same place where such annual meeting
shall be held. Notice of such meeting need not be given. If such annual
meeting is not so held, then the annual meeting of the Board of Directors may
be held at such other time or place (within or without the State of Delaware)
as shall be specified in a notice thereof given as hereinafter provided in
Section 5 of this Article 3.
SECTION 3. Regular Meetings. Regular meetings of the Board
of Directors shall be held at such time and place as the Board of Directors may
fix. If any day fixed for a regular meeting shall be a legal holiday at the
place where the meeting is to be held, then the meeting that would otherwise be
held on that day shall be held at the same hour on the next succeeding business
day (unless the Chairman of the Board determines otherwise). Notice of regular
meetings of the Board of Directors need not be given except as otherwise
required by statute or these Bylaws.
SECTION 4. Special Meetings. Special meetings of the Board
of Directors may be called by the Chairman of the Board, by three or more
directors of the corporation or by the Chief Executive Officer.
SECTION 5. Notice of Meetings. Notice of each special
meeting of the Board of Directors (and of each regular meeting for which notice
shall be required) shall be given by
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the Secretary as hereinafter provided in this Section 5, in which notice shall
be stated the time and place of the meeting. Except as otherwise required by
these Bylaws, such notice need not state the purposes of such meeting. Notice
of each such meeting shall be sent to each director, addressed to such director
at his or her residence or usual place of business, by telegraph, cable, telex,
telecopier or other similar means, or delivered to him or her personally or
given to him or her by telephone or other similar means, at least twenty-four
hours before the time at which such meeting is to be held. Notice of any such
meeting need not be given to any director who shall, either before or after the
meeting, submit a signed wavier of notice or who shall attend such meeting,
except when he or she shall attend for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the
meeting is not lawfully called or convened.
SECTION 6. Quorum and Manner of Acting. A majority of the
entire Board of Directors shall constitute a quorum for the transaction of
business at any meeting of the Board of Directors, and, except as otherwise
expressly required by statute, the Certificate of Incorporation or these
Bylaws, the act of a majority of the directors present at any meeting at which
a quorum is present shall be the act of the Board of Directors. A quorum, once
established, shall not be broken by the withdrawal of enough directors to leave
less than a quorum, and the directors present may continue to transact business
until adjournment. In the absence of a quorum at any meeting of the Board of
Directors, a majority of the directors present at such meeting may adjourn such
meeting to another time and place. Notice of the time and place of any such
adjourned meeting shall be given to all of the directors unless such time and
place were announced at the meeting at which the adjournment was taken, in
which case such notice shall only be given to the directors who were not
present at such meeting. At any adjourned meeting at which a quorum is
present, any business may be transacted that might have been transacted at the
meeting as originally called. The directors shall act only as a Board of
Directors and the individual directors shall have no power as such.
SECTION 7. Organization. At each meeting of the Board of
Directors, the Chairman of the Board or, in his or her absence or if one shall
not have been elected, another director chosen by a majority of the directors
present, shall act as chairman of the meeting and preside at the meeting. The
Secretary or, in his or her absence or if one shall not have been elected, any
person appointed by the chairman of the meeting, shall act as secretary of the
meeting and keep the minutes thereof.
SECTION 8. Resignations. Any director of the corporation may
resign at any time by giving written notice of his or her resignation to the
corporation. Any such resignation shall take effect at the time specified
therein or, if the time when it shall become effective shall not be specified
therein, immediately upon its receipt by the corporation. Unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.
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<PAGE> 6
SECTION 9. Compensation. The Board of Directors shall have
authority to fix the compensation, including fees and reimbursement of
expenses, of directors for services to the corporation in any capacity.
SECTION 10. Committees. The Board of Directors may, by
resolution passed by a majority of the entire Board of Directors, designate one
or more committees, including an executive committee, each committee to consist
of one or more of the directors of the corporation. Without limiting the
foregoing, there shall be a nominating committee of the Board of Directors,
which committee shall consist of three directors of the corporation. The Board
of Directors may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
the committee. In addition, in the absence or disqualification of a member of
a committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he, she or they constitute a quorum,
may unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member.
Except to the extent restricted by statute or the Certificate
of Incorporation, each such committee, to the extent provided in the resolution
creating it, shall have and may exercise all the powers and authority of the
Board of Directors and may authorize the seal of the corporation to be affixed
to all papers that require it. Each such committee shall serve at the pleasure
of the Board of Directors and have such name as may be determined from time to
time by resolution adopted by the Board of Directors. Each committee shall
keep regular minutes of its meetings and report the same to the Board of
Directors.
SECTION 11. Action by Consent. Unless restricted by the
Certificate of Incorporation, any action required or permitted to be taken by
the Board of Directors or any committee thereof may be taken without a meeting
if all members of the Board of Directors or such committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of the proceedings of the Board of Directors or such committee, as the
case may be.
SECTION 12. Telephonic Meeting. Unless restricted by the
Certificate of Incorporation, any one or more members of the Board of Directors
or any committee thereof may participate in a meeting of the Board of Directors
or such committee by means of a conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other. Participation by such means shall constitute presence in person at
a meeting.
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ARTICLE 4
OFFICERS
SECTION 1. Number and Qualifications. The officers of the
corporation shall include the Chairman of the Board, the Chief Executive
Officer, the President, one or more Vice Presidents (including Senior,
Executive Vice Presidents or other classifications of Vice Presidents), the
Secretary and the Treasurer. The Chief Executive Officer shall recommend to
the Board of Directors candidates for all offices of the corporation (except
the office of Chairman of the Board and Chief Executive Officer). The Board of
Directors shall elect officers of the corporation after consideration of such
recommendations (and any and all other factors it considers relevant or
appropriate). The office of the President or any other office may be shared by
more than one person, each of whom shall have such classification (such as
President of a division of the corporation) as the Board of Directors
determines. If the Board of Directors so wishes, it may also elect other
officers (including one or more Assistant Treasurers and one or more Assistant
Secretaries) as may be necessary or desirable for the business of the
corporation. Any two or more offices may be held by the same person, and no
officer except the Chairman of the Board need be a director. Each officer
shall hold office until his or her successor shall have been duly elected and
shall have qualified, or until death, or until he or she shall have resigned or
have been removed or disqualified, as hereinafter provided in these Bylaws.
SECTION 2. Resignations. Any officer of the corporation may
resign at any time by giving written notice of his resignation to the
corporation. Any such resignation shall take effect at the time specified
therein or, if the time when it shall become effective shall not be specified
therein, immediately upon receipt by the corporation. Unless otherwise
specified therein, the acceptance of any such resignation shall not be
necessary to make it effective.
SECTION 3. Removal. Any officer of the corporation may be
removed, either with or without cause, at any time, by action of the Board of
Directors, the Chairman of the Board or the Chief Executive Officer.
SECTION 4. Chairman of the Board. The Chairman of the Board
shall be elected from among the members of the Board of Directors. Unless the
Board of Directors elects a Chief Executive Officer other than the Chairman of
the Board, the Chairman shall also be the Chief Executive Officer of the
corporation. If present, the Chairman shall preside at all meetings of the
Board of Directors. The Chairman shall advise and counsel with the Chief
Executive Officer (if the Chairman is not the Chief Executive Officer) and the
President, and in the absence of both such officers with other officers of the
corporation, and shall perform such other duties as may from time to time be
assigned to him or her by the Board of Directors.
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SECTION 5. The Chief Executive Officer. Subject to the
direction of the Board of Directors, the Chief Executive Officer shall have
general charge of the business affairs and property of the corporation and
general supervision over its officers and agents. The Chief Executive Officer
shall see that all orders and resolutions of the Board of Directors are carried
into effect, and shall perform such other duties as may from time to time be
assigned to him or her by the Board of Directors. At the request of the
Chairman of the Board or in his or her absence or in the event of his or her
inability or refusal to act, the Chief Executive Officer shall perform the
duties of the Chairman of the Board, and, when so acting, shall have the powers
of and be subject to the restrictions placed upon the Chairman of the Board in
respect of the performance of such duties.
SECTION 6. The President. The President shall perform all
duties incident to the office of President and such other duties as may from
time to time be assigned to him or her by the Board of Directors, the Chairman
of the Board or the Chief Executive Officer.
SECTION 7. Vice President. Each Vice President shall perform
all such duties as from time to time may be assigned to him or her by the Board
of Directors, the Chairman of the Board or the Chief Executive Officer. At the
request of the President or in his or her absence or in the event of his or her
inability or refusal to act, the Vice President, or if there shall be more than
one, the Vice Presidents in the order determined by the Board of Directors (or
if there shall be no such determination, then the Vice Presidents in the order
of their election), shall perform the duties of the President, and, when so
acting, shall have the powers of and be subject to the restrictions placed upon
the President in respect of the performance of such duties.
SECTION 8. Treasurer. The Treasurer shall:
(a) have charge and custody of,
and be responsible for, all the funds and securities of the
corporation;
(b) keep full and accurate
accounts of receipts and disbursements in books belonging to
the corporation;
(c) deposit all moneys and other
valuables to the credit of the corporation in such
depositories as may be designated by the Board of Directors or
pursuant to its direction;
(d) receive, and give receipts
for, monies due and payable to the corporation from any source
whatsoever;
(e) disburse the funds of the
corporation and supervise the investment of its funds, taking
proper vouchers therefor;
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(f) render to the Board of
Directors, whenever the Board of Directors may require, an
account of the financial condition of the corporation; and
(g) in general, perform all duties
incident to the office of Treasurer and such other duties as
from time to time may be assigned to him or her by the Board
of Directors.
SECTION 9. Secretary. The Secretary shall:
(a) keep or cause to be kept in
one or more books provided for the purpose, the minutes of all
meetings of the Board of Directors, the committees of the
Board of Directors and the stockholders;
(b) ensure that all notices are
duly given in accordance with the provisions of these Bylaws
and as required by law;
(c) be custodian of the records
and the seal of the corporation and affix and attest the seal
to all certificates for shares of the corporation (unless the
seal of the corporation on such certificates shall be a
facsimile, as hereinafter provided) and affix and attest the
seal to all other documents to be executed on behalf of the
corporation under its seal;
(d) ensure that the books,
reports, statements, certificates and other documents and
records required by law to be kept and filed are properly kept
and filed; and
(e) in general, perform all duties
incident to the office of Secretary and such other duties as
from time to time may be assigned to him or her by the Board
of Directors.
SECTION 10. The Assistant Treasurer. The Assistant
Treasurer, or if there shall be more than one, the Assistant Treasurers in the
order determined by the Board of Directors (or if there shall be no such
determination, then in the order of their election), shall, in the absence of
the Treasurer or in the event of his or her inability or refusal to act,
perform the duties and exercise the powers of the Treasurer and shall perform
such other duties as from time to time may be assigned by the Board of
Directors.
SECTION 11. The Assistant Secretary. The Assistant
Secretary, or if there shall be more than one, the Assistant Secretaries in the
order determined by the Board of Directors (or if there shall be no such
determination, then in the order of their election), shall, in the absence of
the Secretary or in the event of his or her inability or refusal to act,
perform the
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duties and exercise the powers of the Secretary and shall perform such other
duties as from time to time may be assigned by the Board of Directors.
SECTION 12. Officers' Bond or Other Security. If required by
the Board of Directors, any officer of the corporation shall give a bond or
other security for the faithful performance of his or her duties, in such
amount and with such surety as the Board of Directors may require.
SECTION 13. Compensation. The compensation of the officers
of the corporation for their services as such officers shall be fixed from time
to time by the Board of Directors. An officer of the corporation shall not be
prevented from receiving compensation by reason of the fact that he or she is
also a director of the corporation.
ARTICLE 5
STOCK CERTIFICATES AND THEIR TRANSFER
SECTION 1. Stock Certificates. Every holder of stock in the
corporation shall be entitled to have a certificate signed by, or in the name
of the corporation by, the Chairman of the Board, the Chief Executive Officer,
the President or a Vice President and by the Treasurer or an Assistant
Treasurer or the Secretary or an Assistant Secretary of the corporation,
certifying the number of shares owned by him or her in the corporation. If the
corporation shall be authorized to issue more than one class of stock or more
than one series of any class, the 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 shall be set forth in full or summarized on the face
or back of the certificate that the corporation shall issue to represent such
class or series of stock; provided that, except as otherwise provided in
Section 202 of the General Corporation Law of the State of Delaware, in lieu of
the foregoing requirements, there may be set forth on the face or back of the
certificate which the corporation shall issue to represent such class or series
of stock, a statement that the corporation will furnish without charge to each
stockholder who so requests the designations, preferences and relative,
participating, optional or other special rights of each class of stock or
series thereof and the qualifications, limitations or restrictions or such
preferences and/or rights.
SECTION 2. Facsimile Signatures. Any or all of the
signatures on a certificate 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 or she were such officer, transfer
agent or registrar at the date of issue.
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SECTION 3. Lost Certificates. The Board of Directors may
direct a new certificate or certificates to be issued in place of any
certificate or certificates theretofore issued by the corporation alleged to
have been lost, stolen or destroyed. When authorizing such issue of a new
certificate or certificates, 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 certificates, or his or her legal
representative, to give the corporation a bond in such sum as it may direct
sufficient to indemnify it against any claim that may be made against the
corporation on account of the alleged loss, theft or destruction of any such
certificate or the issuance of such new certificate.
SECTION 4. Transfer of Stock. Upon surrender to the
corporation or the transfer agent of the corporation of a certificate for
shares duly endorsed or accompanied by proper evidence of succession,
assignment or authority to transfer, the corporation shall issue a new
certificate to the person entitled thereto, cancel the old certificate and
record the transaction upon its records; provided, however, that the
corporation shall be entitled to recognize and enforce any lawful restriction
on transfer. Whenever any transfer of stock shall be made for collateral
security, and not absolutely, it shall be so expressed in the entry of transfer
if, when the certificates are presented to the corporation for transfer, both
the transferor and the transferee request the corporation to do so.
SECTION 5. Transfer Agents and Registrars. The Board of
Directors may appoint, or authorize any officer or officers to appoint, one or
more transfer agents and one or more registrars.
SECTION 6. Regulations. The Board of Directors may make such
additional rules and regulations, not inconsistent with these By-Laws, as it
may deem expedient concerning the issue, transfer and registration of
certificates for shares of stock of the corporation.
SECTION 7. Fixing the Record Date. 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 or entitled to receive
payment of any dividend or other distribution or allotment of any rights, or
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, in advance, a record date, which shall not be more than
sixty nor less than ten days before the date of such meeting, nor more than
sixty days prior to any other action. A determination of stockholders of
record entitled to notice of or to vote at a meeting of stockholders shall
apply to any adjournment of the meeting; provided, however, that the Board of
Directors may, in its discretion, fix a new record date for the adjourned
meeting.
SECTION 8. Registered Stockholders. The corporation shall be
entitled to recognize the exclusive right of a person registered on its records
as the owner of shares of stock to receive dividends and to vote as such owner,
shall be entitled to hold liable for calls and
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<PAGE> 12
assessments a person registered on its records as the owner of shares of stock,
and shall not be bound to recognize any equitable or other claim to or interest
in such share or shares of stock on the part of any other person, whether or
not it shall have express or other notice thereof, except as otherwise provided
by the laws of Delaware.
ARTICLE 6
GENERAL PROVISIONS
SECTION 1. Dividends. Subject to the provisions of statute
and the Certificate of Incorporation, dividends upon the shares of capital
stock of the corporation may be declared by the Board of Directors at any
regular or special meeting. Dividends may be paid in cash, in property or in
shares of stock of the corporation, unless otherwise provided by statute or the
Certificate of Incorporation.
SECTION 2. Reserves. 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 Board of Directors may, from time to time, in its
absolute discretion, determine to be proper as a reserve or reserves to meet
contingencies, or for equalizing dividends, or for repairing or maintaining any
property of the corporation or for such other purpose as the Board of Directors
may deem to be conducive to the interests of the corporation. The Board of
Directors may modify or abolish any such reserve in the manner in which it was
created.
SECTION 3. Seal. The seal of the corporation shall be in
such form as shall be approved by the Board of Directors.
SECTION 4. Fiscal Year. The fiscal year of the corporation
shall end on December 31 of each calendar year and may thereafter be changed by
resolution of the Board of Directors.
SECTION 5. Checks, Notes, Drafts, Etc. All checks, notes,
drafts or other orders for the payment of money of the corporation shall be
signed, endorsed or accepted in the name of the corporation by such officer,
officers, person or persons as from time to time may be designated by the Board
of Directors or by an officer or officers authorized by the Board of Directors
to make such designation.
SECTION 6. Execution of Contracts, Deeds, Etc. The Board of
Directors may authorize any officer or officers, agent or agents, in the name
and on behalf of the corporation to enter into or execute and deliver any and
all contracts, deeds, bonds, mortgages and other obligations or instruments,
and such authority may be general or confined to specific instances.
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<PAGE> 13
SECTION 7. Voting of Stock in Other Corporations. Unless
otherwise provided by resolution of the Board of Directors, the Chairman of the
Board or the Chief Executive Officer, from time to time, may (or may appoint
one or more attorneys or agents to) cast the votes that the corporation may be
entitled to cast as a stockholder or otherwise in any other corporation or
business enterprise, any of whose shares or securities may be held by the
corporation, at meetings of the holders of the shares or other securities of
such other corporation or business enterprise. If one or more attorneys or
agents are appointed, then the Chairman of the Board or the Chief Executive
Officer may instruct the person or persons so appointed as to the manner of
casting such votes or giving such consent. The Chairman of the Board or the
Chief Executive Officer may, or may instruct the attorneys or agents appointed
to, execute or cause to be executed in the name and on behalf of the
corporation or under its seal or otherwise, such written proxies, consents,
waivers or other instruments as may be necessary or proper in the
circumstances.
ARTICLE 7
AMENDMENTS
These Bylaws may be amended or repealed or new bylaws adopted
as provided by the Certificate of Incorporation.
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<PAGE> 14
CERTIFICATE OF SECRETARY
The undersigned hereby certifies that (i) she is the duly elected and
qualified Secretary of Wyndham Hotel Corporation, a Delaware corporation (the
"Company"), and (ii) the foregoing is a true and correct copy of the Bylaws of
the Company reviewed and adopted by the Board of Directors of the Company at a
special meeting of the Board of Directors held on April 17, 1996.
/s/ CARLA S. MORELAND
-----------------------------
Carla S. Moreland
April 23, 1996
-----------------------------
Date
<PAGE> 1
<TABLE>
<S> <C>
EXHIBIT 5
42522
COMMON COMMON
PAR VALUE $.01 PAR VALUE $.01
NUMBER THIS CERTIFICATE IS TRANSFERABLE IN CUSIP 983100 10 8 SHARES
W DALLAS, TX AND NEW YORK, NY SEE REVERSE SIDE FOR CERTAIN DEFINITIONS
WYNDHAM HOTEL CORPORATION
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
THIS
CERTIFIES
THAT
IS THE
OWNER OF
[LOGO] FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK OF [SEAL]
Wyndham Hotel Corporation transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney
upon surrender of this certificate properly endorsed. This certificate and the shares represented hereby are issued under and shall
be subject to all of the provisions of the Certificate of Incorporation and Bylaws of the Corporation and any amendments thereto,
copies of which are on file with the Corporation and the Transfer Agent, to all of which the holder, by acceptance hereof, assents.
This certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar.
Witness the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.
Dated:
/s/ [ILLEGIBLE] COUNTERSIGNED AND REGISTERED:
PRESIDENT CHEMICAL MELLON SHAREHOLDER SERVICES, L.L.C.
TRANSFER AGENT
AND REGISTRAR
/s/ CARLA S. MORELAND BY:
SECRETARY AUTHORIZED SIGNATURE
</TABLE>
<PAGE> 2
[LOGO]
WYNDHAM HOTEL CORPORATION
THE CORPORATION 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 OF
THE CORPORATION, AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH
PREFERENCES AND/OR RIGHTS. SUCH REQUEST SHOULD BE MADE TO THE CORPORATION OR 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 _________
TEN ENT -- as tenants by the entireties (Cust) (Minor)
JT TEN -- as joint tenants with right of under Uniform Gifts to Minors
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 OF ASSIGNEE
______________________________________
| |
|_____________________________________|_________________________________________
________________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL 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
Corporation with full power of substitution in the premises.
Dated, ______________________
NOTICE:
THE SIGNATURE(S) TO THIS X_______________________________________
ASSIGNMENT MUST CORRE- (SIGNATURE)
SPOND WITH THE NAME(S) AS
WRITTEN UPON THE FACE OF - -)
THE CERTIFICATE IN EVERY
PARTICULAR WITHOUT ALTER-
ATION OR ENLARGEMENT OR
ANY CHANGE WHATEVER. X_______________________________________
(SIGNATURE)
---------------------------------------
THE SIGNATURE(S) SHOULD BE GUARANTEED
BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKHOLDERS, SAVINGS AND
LOAN ASSOCIATIONS AND CREDIT UNIONS
WITH MEMBERSHIP IN AN APPROVED
SIGNATURE GUARANTEE MEDALLION PROGRAM),
PURSUANT TO S.E.C. RULE 17Ad-15.
---------------------------------------
SIGNATURE(S) GUARANTEED BY:
---------------------------------------
