<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
April 14, 1997
WYNDHAM HOTEL CORPORATION
(Exact name of Registrant as Specified in its Charter)
DELAWARE 1-11723 75-263-6072
(State of Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
2001 BRYAN STREET, SUITE 2300 75201
DALLAS, TEXAS (Zip Code)
(Address of Principal Executive Offices)
(214) 863-1000
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year,
if change since last report)
Index to Exhibits appears on page 4 herein.
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ITEM 5. OTHER EVENTS
On April 14, 1997, Wyndham Hotel Corporation ("Wyndham") entered into a
merger agreement with Patriot American Hospitality, Inc. ("Patriot"), which
also entered into a related stock purchase agreement (collectively, the
"Patriot Merger Agreement"), pursuant to which Wyndham will merge with and into
the successor to Patriot ("New Patriot REIT") following Patriot's merger with
and into California Jockey Club (the "Cal-Jockey Merger"), with New Patriot
REIT being the surviving company (the "Patriot Merger"). As a result of the
Patriot Merger, New Patriot REIT will acquire all of the assets of Wyndham,
including Wyndham's portfolio of 23 owned and leased hotels, with an aggregate
of 4,877 rooms, as well as Wyndham's 79 managed and franchised properties
throughout North America, and the Wyndham, Wyndham Garden and Wyndham Hotels &
Resorts proprietary brand names. Pursuant to the Patriot Merger Agreement,
each outstanding share of common stock of Wyndham ("Wyndham Common Stock") will
be converted into the right to receive 0.712 shares (the "Patriot Exchange
Ratio") of common stock of each of New Patriot REIT and Patriot American
Hospitality Operating Company ("New Patriot Operating Company," known as Bay
Meadows Operating Company prior to the Cal-Jockey Merger), which shares will be
paired and transferable and trade together as a single unit following the Cal-
Jockey Merger (the "Paired Shares"). The Patriot Exchange Ratio is subject to
adjustment in the event that the average of the closing prices of the Paired
Shares on the twenty trading days preceding the fifth trading day prior to the
Wyndham stockholders' meeting called to approve the Patriot Merger (the
"Average Trading Price") is less than $42.13 per Paired Share. If the Average
Trading Price is between $40.21 and $42.13 per Paired Share, the Patriot
Exchange Ratio will be adjusted so that each outstanding share of Wyndham
Common Stock will be converted into the right to receive a number of Paired
Shares equal to $30.00 divided by the Average Trading Price. If the Average
Trading Price is less than $40.21 per Paired Share, there will be no further
adjustments to the Patriot Exchange Ratio, which at that point would equate to
0.746 Paired Shares per share of Wyndham Common Stock; however, in such
circumstances, Wyndham has the right, waivable by it, to terminate the Patriot
Merger Agreement without liability. In lieu of receiving Paired Shares,
Wyndham stockholders have the right to elect to receive cash in an amount per
share equal to the Patriot Exchange Ratio (as it may be adjusted) multiplied by
the average of the closing prices of the Paired Shares on the five trading days
immediately preceding the closing of the Patriot Merger, up to a maximum
aggregate amount of $100 million. If stockholders holding shares of Wyndham
Common Stock with a value in excess of this amount elect to receive cash, such
cash will be allocated on a pro rata basis among such stockholders. In
connection with the Patriot Merger, New Patriot REIT will assume Wyndham's
existing indebtedness, which is approximately $138 million as of April 14,
1997.
In connection with the execution of the Patriot Merger Agreement,
Patriot also entered into agreements with partnerships affiliated with members
of the Trammell Crow family providing for the acquisition by New Patriot REIT
of 11 full-service Wyndham-branded hotels with 3,072 rooms, located throughout
the United States, for approximately $331.7 million in cash, plus approximately
$14 million in additional consideration if two hotels meet certain
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operational targets (the "Crow Acquisition" and, collectively with the Patriot
Merger, the "Proposed Patriot Transactions"). The Patriot Merger and the Crow
Acquisition, which will be consummated concurrently, are subject to various
conditions including, without limitation, the consummation of the Cal-Jockey
Merger and the transactions related thereto and the approval of the Patriot
Merger and certain of the related transactions by the stockholders of New
Patriot REIT, New Patriot Operating Company and Wyndham. It is currently
anticipated that the stockholder meetings to approve the Proposed Patriot
Transactions will occur in the fourth quarter of 1997.
In connection with the consummation of the Proposed Patriot
Transactions, certain changes will be made with respect to the officers and
members of the Boards of Directors of New Patriot REIT and New Patriot
Operating Company. James D. Carreker, Wyndham's Chairman and Chief Executive
Officer, will serve as Chairman and Chief Executive Officer of New Patriot
Operating Company. Paul A. Nussbaum will remain Chairman and Chief Executive
Officer of New Patriot REIT and William W. Evans III, who currently serves in
Patriot's Office of the Chairman, will become President of New Patriot REIT
replacing Tom Lattin, who will become Executive Vice President -- Property
Management for New Patriot Operating Company. Rex E. Stewart, who currently
serves as Patriot's Chief Financial Officer, will serve as Chief Financial
Officer of New Patriot Operating Company and Anne L. Raymond, currently the
Chief Financial Officer of Wyndham, will serve as Chief Financial Officer of
New Patriot REIT. It is also anticipated that the Board of Directors of New
Patriot REIT and New Patriot Operating Company will be reconstituted in
connection with the consummation of the Proposed Patriot Transactions so that
each Board of Directors will consist of 11 members, including (i) two designees
of Wyndham and one designee of the Trammell Crow family to the New Patriot REIT
Board of Directors and (ii) three designees of Wyndham and one designee of the
Trammell Crow family to the New Patriot Operating Company. It is currently
anticipated that Harlan Crow will serve as the Trammell Crow family's
representative on the New Patriot REIT Board of Directors. The remaining
members for each Board of Directors will be selected by New Patriot REIT and
will include members of Patriot's existing Board of Directors, as well as
additional persons to be selected prior to the Patriot Merger. Paul A.
Nussbaum and James D. Carreker (who will be one of the Wyndham designees) will
serve as directors of both New Patriot REIT and New Patriot Operating Company.
A copy of the Joint Press Release of Patriot American Hospitality, Inc.
and Wyndham Hotel Corporation dated April 14, 1997 is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
On April 14, 1997, an action styled Kwalbrun v. James D. Carreker, et.
al., was filed in the Delaware Court of Chancery in and for New Castle County,
purportedly as a class action on behalf of Wyndham stockholders, against
Wyndham, Patriot and the members of the Board of Directors of Wyndham. The
complaint alleges that the Wyndham Board of Directors breached its fiduciary
duties owed to Wyndham's public stockholders in connection with the Board of
Directors' approval of the Patriot Merger. In particular, the complaint
alleges that the Patriot Merger was
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negotiated at the expense of Wyndham's public stockholders, and that the Wyndham
Board of Directors permitted Patriot to negotiate on more favorable terms the
Crow Acquisition with members of the Trammell Crow family. The complaint seeks
to enjoin, preliminarily and permanently, consummation of the Patriot Merger
under the terms presently proposed and also seeks unspecified damages. The
defendants deny the allegations in the complaint and expect to defend the
action vigorously.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) The following exhibit is filed as part of this Report:
99.1 Joint Press Release of Patriot American Hospitality, Inc.
and Wyndham Hotel Corporation dated April 14, 1997.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Form 8-K to be signed on its behalf by the
undersigned hereunto duly authorized.
WYNDHAM HOTEL CORPORATION
/s/ James D . Carreker
-------------------------------------
James D. Carreker
Chairman and Chief Executive Officer
Date: April 23, 1997
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EXHIBIT INDEX
Exhibit
99.1 Joint Press Release of Patriot American Hospitality, Inc. and
Wyndham Hotel Corporation dated April 14, 1997.
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EXHIBIT 99.1
<TABLE>
<S> <C>
NEWS RELEASE
Patriot American Hospitality, Inc. Wyndham Hotel Corporation
3030 LBJ Freeway, Suite 1500 2001 Bryan, Suite 2300
Dallas, TX 75234 Dallas, TX 75201
NYSE: PAH NYSE: WYN
AT PATRIOT AMERICAN FRB CHICAGO:
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Paul Nussbaum, Chairman & CEO Claire Koeneman Bess Gallanis
Rex Stewart, CFO Analyst Inquiries Media Inquiries
(972) 888-8063 (312) 640-6784 (312) 640-6737
Suzanne Cottraux, Director of Corporate
Communications & Investor Relations
(212) 713-7917 (Temporarily In New York)
(972) 888-8041 (in Dallas)
</TABLE>
AT WYNDHAM:
Mike Silverman, VP of Finance (212) 713-7935 (temporarily in New York), (214)
963-1265 (in Dallas)
Cary Broussard, Corporate Communications Manager, (214) 863-1337
Kate McDonough, Gavin Anderson & Co., (212) 373-0284
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FOR IMMEDIATE RELEASE
MONDAY, APRIL 14, 1997
PATRIOT AMERICAN HOSPITALITY AND
WYNDHAM HOTEL CORPORATION
ANNOUNCE DEFINITIVE MERGER AGREEMENT;
PATRIOT WILL ACQUIRE WYNDHAM AND
ELEVEN HOTELS FROM RELATED PARTNERSHIPS
FOR APPROXIMATELY $1.1 BILLION
IN STOCK, CASH AND ASSUMPTION OF DEBT
TRANSACTIONS WILL MAKE PATRIOT AMERICAN
THE FIRST FULLY INTEGRATED AND NATIONALLY BRANDED PAIRED SHARE HOTEL REIT; ADD
HIGHLY VALUED WYNDHAM BRAND; PROVIDE OPERATING EXPERTISE TO PATRIOT'S PAIRED
OPERATING COMPANY
DALLAS, TX, APRIL 14, 1997 -- In a transaction that will create the nation's
first fully integrated and nationally branded paired-share hotel real estate
investment trust (REIT), Patriot American Hospitality, Inc. (NYSE:PAH) and
Wyndham Hotel Corporation (NYSE:WYN) jointly announced today that they have
entered into a definitive agreement providing for Patriot's acquisition of
Wyndham. Under terms of the merger agreement, Patriot will acquire all of the
assets of Wyndham, including Wyndham's portfolio of 23 owned or leased hotels,
with an aggregate of 4,877 rooms, management and franchise agreements
associated with Wyndham's 79 managed and franchised properties throughout North
America and the Wyndham(SM), Wyndham Garden(R) and Wyndham Hotels & Resorts(SM)
proprietary brand names for approximately $763 million (based on Patriot's
closing share price as of April 11, 1997), including approximately $611 million
in Patriot stock (up to $100 million of which may be replaced with cash, at the
option of Wyndham shareholders) and $152 million in assumption or retirement of
debt.
In addition, Patriot American announced today that it has signed a
definitive agreement with partnerships affiliated with members of the Trammell
Crow family providing for the acquisition by Patriot of 11 full-service
Wyndham-branded hotels with 3,072 rooms, located throughout the United States
for approximately $330 million in cash, plus approximately $14 million in
additional consideration subject to two of the hotels meeting certain
operational targets. Patriot expects that the acquisition of Wyndham and the
purchase of the Wyndham branded hotels from the Crow family partnerships,
transactions which together are valued at approximately $1.1 billion, will be
completed concurrently early in the fourth quarter of 1997.
"The acquisition of Wyndham culminates Patriot's evolution from a hotel
REIT into a nationally branded, fully integrated hotel company," said Paul A.
Nussbaum, chairman and chief executive officer of Patriot American. "In
Wyndham, we will acquire an exceptional
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hotel management organization, along with a respected and rapidly growing hotel
brand. In acquiring Wyndham, we also maximize the benefits arising from our
acquisition of the paired share ownership structure and take another
significant step towards becoming a world-class hotel company."
"The merger of Patriot American and Wyndham is a tremendous strategic
fit, combining Wyndham's hotel management, franchise and development
businesses, with Patriot's proven hotel acquisition and asset management
expertise," said James D. Carreker, chairman, chief executive officer and
president of Wyndham. "This combination will create a powerful new force in
the hospitality industry, with numerous avenues for growth. In joining with
Patriot, we enhance our ability to grow the Wyndham brand both nationally and
internationally. Likewise, Patriot gains the benefit of an experienced hotel
management organization as it continues to aggressively pursue its hotel
acquisition strategy."
THE FIRST NATIONALLY BRANDED AND FULLY INTEGRATED HOTEL COMPANY WITH THE TAX-
ADVANTAGED "PAIRED SHARE" OWNERSHIP STRUCTURE
As a result of its previously announced merger with California Jockey
Club and Bay Meadows Operating Company (AMEX:CJ), which is scheduled to close
on or before June 30, Patriot American will become one of only four public
companies, and one of only two hotel REITs, to enjoy the benefits of the unique
"paired share" ownership structure. Through this structure, Patriot's stock
will be Paired with an operating company and traded as a single unit. Patriot
will be able to own hotels and lease them to the paired operating company,
while retaining the benefits of REIT tax status. Following the Wyndham
acquisition, Patriot will be the first paired-share REIT to integrate hotel
acquisition, ownership, management, construction and development capabilities,
along with the marketing power of a nationally-recognized hotel brand, within
this uniquely efficient corporate structure.
"The acquisition of Wyndham capitalizes on the power of the paired share
ownership structure," said Nussbaum. "Following the Wyndham acquisition, our
paired operating company will gain the knowledge and experience of the Wyndham
organization, one of the most dynamic and successful management companies in
the hospitality industry. We will also gain ownership of the Wyndham brand,
which has become synonymous with high quality and superior customer service in
the upscale segment of the lodging industry. And we will accomplish all of
this while retaining the tax benefits of Patriot's REIT status."
Nussbaum said that, from a financial perspective, Patriot expects the
acquisitions announced today to be accretive to Patriot's funds from operations
(FFO) per share upon completion, and to contribute significantly to FFO per
share growth in 1998 and future years.
Upon completion of the Cal Jockey/Bay Meadows and Wyndham transactions,
Patriot intends to rename its paired operating company as "Wyndham
International," The paired
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shares of Patriot American Hospitality and Wyndham International will trade on
the New York Stock Exchange under the symbol" "PAH."
THE MERGER AGREEMENT
Under terms of the merger agreement, Wyndham will merge with and into
Patriot, with Patriot being the surviving corporation. Each share of Wyndham
will be converted into the right to receive 0.712 paired shares of Patriot,
subject to adjustment as described below. The 0.712 exchange ratio reflects
Patriot's acquisition of Cal Jockey/Bay Meadows, which will be completed prior
to the Wyndham merger and which, for tax reasons, will involve the merger of
Patriot with and into Cal Jockey. On a pre-Cal Jockey merger basis, the
exchange ratio equates to 1.372 Patriot shares for each outstanding Wyndham
share. Based on Patriot's April 11, 1997 closing share price of $22.25, the
exchange ratio reflects a market value of $30.53 for each Wyndham share. The
exchange ratio is subject to adjustment in the event that Patriot's average
share price for the twenty trading days preceding the fifth trading day prior
to the shareholders' meetings called to approve the merger drops below a
specified price (the equivalent of approximately $21.86 on a pre-Cal Jockey
merger basis). Between this figure and another specified price (the equivalent
of approximately $20.87 on a pre-Cal Jockey merger basis), the Exchange Ratio
will be adjusted to provide Wyndham shareholders with Patriot shares having a
value of $30.00 based on the average Patriot price. Below the lower figure,
the Exchange Ratio will be fixed at 0.746 (which equates to approximately 1.438
Patriot Shares on a pre-Cal/Jockey merger basis), although Wyndham will have
the ability to terminate the merger agreement without liability to Patriot.
In order to maintain Patriot's status as a REIT and satisfy certain tax
issues, the shareholders of Wyndham will have the option to receive cash for a
portion of their shares in Wyndham, up to a maximum of $100 million (or
approximately 16% of the total consideration payable to Wyndham shareholders in
the merger). The cash will be apportioned on a pro rata basis among all
Wyndham shareholders who elect to receive cash for a portion of their shares.
Cash consideration per share will equal the market value (based on a
trailing average) of the paired shares otherwise issuable in exchange for
outstanding Wyndham shares.
The merger is expected to be tax-free to shareholders of Wyndham with
respect to the REIT portion of the paired shares received by such shareholders.
The paired operating company portion (which is expected to represent 5% to 10%
of the total consideration) of the paired shares, as well as any cash received
by Wyndham shareholders in lieu of paired shares, will generally be taxable to
the shareholders of Wyndham.
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A FULLY INTEGRATED MANAGEMENT ORGANIZATION
Following the acquisition of Wyndham, Paul Nussbaum will continue to
serve as chairman and chief executive officer of Patriot, with responsibility
for all of Patriot's activities, including acquisitions, asset management,
financing and strategic planning. William W. Evans III, who currently serves
in Patriot's office of the chairman, will assume the position of president of
Patriot and will be appointed to Patriot's board. Anne L. Raymond, currently
chief financial officer of Wyndham, will serve as chief financial officer of
Patriot following the merger.
Following the merger, James D. Carreker, Wyndham's chairman, chief
executive officer and president, will serve as chairman and chief executive
officer of Patriot's paired operating company, Wyndham International. Tom W.
Lattin, who currently serves as Patriot's president, will assume a senior
position at Wyndham International, as executive vice president overseeing the
continuing development of the Wyndham brand name through third-party management
and franchising. Rex E. Stewart, who currently serves as chief financial
officer of Patriot, will serve as chief financial officer of Wyndham
International.
Wyndham International will include the Carefree Resorts organization,
for management of the Carefree Resorts portfolio acquired by Patriot in
January, and an Historic Hotels Division, for management of the Grand Heritage
Hotel portfolio and other historic or landmark hotel properties. Both the
Carefree Resorts organization and the Historic Hotels Division will report to
Mr. Carreker.
"The senior executive teams of Patriot and Wyndham complement each other
very well," said Nussbaum. "As a result of the merger, as well as our
acquisition of Carefree Resorts in January and our planned acquisition of Grand
Heritage Hotels, we will have one of the deepest and most experienced
management organizations in the lodging industry, with expertise in all phases
of the business, from acquisitions to brand management, from operations to
construction and development."
"On a personal level, Jim Carreker and I have known each other for many
years," said Nussbaum. "We worked together closely last year to develop a
lessee relationship between Patriot and Wyndham. I am particularly pleased
that Jim will serve as chairman and chief executive officer of the paired
operating company and that members of the Wyndham management team will be
integrated throughout our combined organization. The paired operating company,
as well as Patriot as a whole, will benefit from Jim's leadership and the
skills of the team he has developed at Wyndham."
Patriot also announced that, following the merger with Wyndham, the
Board of Directors of Patriot and its paired operating company will each
consist of 11 members, including three designees of Wyndham to the Wyndham
International Board and two designees of Wyndham to the Patriot board. The
Crow family will also have the right to designate one member of both boards.
It is currently anticipated that Harlan Crow, Managing Partner of Crow Family
Holdings, will serve as the designee of the Crow family
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to the Patriot Board. The remaining directors for each Board will be selected
by Patriot and will include members of Patriot's existing Board as well as
additional members to be selected prior to the merger. Paul Nussbaum, the
chairman of Patriot, will also serve as a director of the paired operating
company. James Carreker, the chairman of Wyndham International, will also
serve on the Board of Patriot as one of the two Wyndham designees.
THE COMBINED PORTFOLIO
Upon completion of the transactions announced today, as well as the
previously announced acquisition of Grand Heritage Hotels, Patriot American's
hotel portfolio will include 88 owned or leased hotels, aggregating over 20,500
rooms, located in major markets and primary tourist destinations throughout the
United States, as well as in Canada and the Caribbean. Additionally, apart
from these transactions, Patriot American has signed contracts or letters of
intent to acquire 19 hotels, aggregating over 4,600 rooms, for an aggregate
purchase price (excluding related acquisition costs) of approximately $441
million. Assuming completion of these acquisitions, substantially all of which
are currently expected to close prior to completion of the Wyndham merger,
Patriot's post-merger portfolio will include 107 owned or leased hotels, with
over 25,000 rooms. In addition to the owned portfolio, following the Grand
Heritage acquisition and the Wyndham merger, Patriot and its paired operating
company will manage or franchise 81 hotels (including 14 hotels currently under
construction), aggregating over 17,800 rooms, located throughout North America.
Finally, Patriot will own three upscale hotel brands: Wyndham, Carefree Resorts
and Grand Heritage.
"The combined company will be well positioned to optimize growth
opportunities, both in the acquisition of additional hotels and in the
development of Wyndham's management and franchise businesses," said Nussbaum.
"Notably, Patriot will directly own or lease more than half of the hotels in
its portfolio. This creates a solid base from which to grow the management
business and continue to build value in our various brands."
"From a hotel acquisitions perspective, Patriot will have the ability to
maximize returns on newly-acquired properties by leasing them to Wyndham
International," said Carreker. "Additionally, Patriot will have the ability to
create value by reflagging existing and subsequently acquired properties
utilizing one of our own proprietary brands. This serves to capture for our
shareholders the cash flow in management and franchise fees that would
otherwise be paid to third parties and, perhaps more importantly, serves to
build equity and public awareness in the brands we own."
In addition to Wyndham, Grand Heritage and Carefree Resort properties,
Patriot's portfolio also includes hotels operating under numerous national and
international hotel brands, including Marriott, Doubletree, Hilton, Hyatt,
Holiday Inn, Four Points by Sheraton, Radisson, Embassy Suites and WestCoast.
As part of its continuing hotel acquisition strategy, Patriot has established
relationships with various hotel management and franchise
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companies. "We intend to maintain our relationships with other major hotel
companies, and to continue to encourage such companies to bring acquisition
opportunities to Patriot," said Nussbaum. "At the same time, we fully intend
to maximize the value of our own brands by reflagging properties or by adding
the Wyndham flag to unbranded hotels within our portfolio."
CAL JOCKEY/BAY MEADOWS MERGER REMAINS ON-TRACK
In announcing the merger with Wyndham, executives of Patriot reiterated
Patriot's commitment to complete Patriot's merger with Cal Jockey and Bay
Meadows as expeditiously as possible. Patriot announced that it will soon file
revised proxy materials with the Securities and Exchange Commission for the Cal
Jockey/Bay Meadows merger. "We are absolutely committed to completing the Cal
Jockey/Bay Meadows merger," said Nussbaum. "We have remained in regular
contact with management and the Boards of Cal Jockey and Bay Meadows and are
working closely with them in preparing definitive proxy materials. In this
regard, we expect to distribute proxies and convene shareholder meetings to
complete the Cal Jockey/Bay Meadows merger on or before June 30, 1997."
SHAREHOLDER VOTE ON WYNDHAM MERGER EXPECTED IN THE FOURTH QUARTER
The definitive merger agreement between Patriot American and Wyndham has
been unanimously approved by the Board of Directors of both companies and by
the Special Committee of Wyndham's Board formed to independently review the
merger and the merger agreement. In connection with the merger, Patriot
American has received a fairness opinion from its financial advisor,
PaineWebber Incorporated. Wyndham has received a fairness opinion with respect
to the merger from its financial advisor, Smith Barney, Inc., and the Special
Committee of the Wyndham Board of Directors has received a separate fairness
opinion from its financial advisor, Merrill Lynch and Co. The merger agreement
is subject to approval by the shareholders of both companies and is also
subject to various closing conditions, including the prior completion of Cal
Jockey/Bay Meadows merger and the concurrent completion of a substantial number
of the hotel acquisitions contemplated by Patriot's agreement with the Crow
family partnerships. In the event that Wyndham terminates the merger agreement
under certain circumstances, including in order to pursue a superior proposal
(as defined in the merger agreement), Wyndham will be obligated to pay Patriot
American certain break-up fees, as specified in the merger agreement. If
Patriot American terminates the merger agreement under certain circumstances,
it will be required to pay certain break-up fees to Wyndham. Patriot American
and Wyndham have announced that they intend to complete proxy materials as
expeditiously as possible following the Cal Jockey/Bay Meadows merger and to
submit the Wyndham merger to shareholder votes early in the fourth quarter.
In connection with the signing of the merger agreement, certain
significant Wyndham shareholders, including members of the Crow family and
executive officers of Wyndham,
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who hold an aggregate of approximately 59% of Wyndham's outstanding shares,
have agreed with Patriot to vote their shares in favor of the merger. These
voting agreements are terminable in the event that Wyndham terminates the
merger agreement under certain circumstances.
ABOUT WYNDHAM
Based in Dallas, Texas, Wyndham Hotel Corporation is an international
hotel company operating upscale hotels primarily under the Wyndham brand name.
The Wyndham brand consists of three upscale full-service hotel products:
Wyndham Hotels, Wyndham Garden Hotels and Wyndham Resorts. The Wyndham brand
is tailored to urban, suburban and select resort markets to best serve its core
customers, which include individual and group business travelers. While the
Company's core business is managing upscale Wyndham brand products, the Company
also manages non-Wyndham properties, including extended stay hotels under the
Homegate Studios & Suites brand. Wyndham Hotel Corporation has been committed
to growth through development, acquisitions, third-party management contracts
and by investing in the development of the Wyndham brand.
ABOUT PATRIOT AMERICAN
Patriot American is currently the nation's second-largest hotel REIT,
with a portfolio of 54 hotels with over 12,500 rooms. Upon completion of its
acquisition of California Jockey Club and Bay Meadows Operating Company,
Patriot American will be one of only two paired-share hotel REITs, a structure
which will allow the company maximum flexibility to lease newly acquired
properties to its paired operating company or to independent lessees, as
situations warrant. Having tripled the size of its rooms portfolio in the 18
months since its IPO, Patriot American is continuing to acquire full-service
hotel properties throughout North America.
FORWARD LOOKING STATEMENTS
Certain matters discussed in this press release may constitute forward-
looking statements within the meaning of the federal securities laws. Actual
results and the timing of certain events could differ materially from those
projected in or contemplated by the forward-looking statements due to a number
of factors, including general economic conditions, competition for hotel
services in a given market the availability of equity and debt financing,
interest rates and other risks detailed from time to time in the filings of
Patriot American Hospitality, Inc. and Wyndham Hotel Corporation with the
Securities and Exchange Commission, including quarterly reports on Form 10-Q,
reports on Form 8-K and annual reports on Form 10-K. Reference is hereby made
to the "Risk Factors" set forth in the Forms 10-K for the fiscal year ended
December 31, 1996 filed by Patriot American Hospitality, Inc. and Wyndham Hotel
Corporation.
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Table To Follow
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HOTEL ASSETS PATRIOT WILL ACQUIRE FROM PARTNERSHIPS RELATED TO THE TRAMMELL
CROW FAMILY
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Hotels Hotel Location Rooms
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Wyndham Bel Age Los Angeles, CA 199
Wyndham Franklin Plaza Philadelphia, PA 758
Wyndham Milwaukee Center Milwaukee, WI 221
Wyndham Riverfront Hotel, New Orleans New Orleans, LA 202
Wyndham Northwest Chicago Chicago, IL 408
Wyndham Palm Springs Palm Springs, CA 410
Wyndham Garden Hotel-Las Colinas Dallas, TX 168
Wyndham Garden Hotel-Novi Detroit, MI 148
Wyndham Garden Hotel-Pleasanton Pleasanton, CA 171
Wyndham Garden Hotel-Wood Dale Chicago, IL 162
Garden Hotel-La Guardia Airport New York, NY 225
</TABLE>
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