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Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities and Exchange Act of 1934
(AMENDMENT NO. 1)*
Wyndham Hotel Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
983100 10 8
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(CUSIP Number)
James D. Carreker
1950 Stemmons Freeway, Suite 6001,
Dallas Texas 75201
(214) 863-1000
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
January 5, 1998
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box: [ ]
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 (the "ACT") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
(Continued on the following page(s))
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SCHEDULE 13D
CUSIP NO. 857304100 PAGE 2
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James D. Carreker
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) yes [ ]
(b) no [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO (See Item 3)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
0
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 4 pages
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CUSIP NO. 983100 10 8 Page 3
Item 1. Security and Issuer.
This statement relates to shares of Common Stock, $.01 par value per
share, of Wyndham Hotel Corporation, a Delaware corporation (hereinafter
referred to as the "Issuer"). Pursuant to an Agreement and Plan of Merger
dated as of April 14, 1997 (the "Merger Agreement") between Patriot American
Hospitality, Inc., a Virginia corporation and predecessor by merger to Patriot
American Hospitality, Inc., a Delaware corporation ("Patriot"), and the Issuer,
the Issuer merged with and into Patriot on January 5, 1998 (the "Merger"). As
a result of the Merger and pursuant to the Merger Agreement all of Issuer's
issued and outstanding shares of Common Stock were exchanged for either cash
consideration, at a price of $42.80 per share, or the paired-shares of common
stock of Patriot and Wyndham International, Inc. ("International"). The
principal executive offices of the Issuer were formerly located at 1950
Stemmons Freeway, Suite 6001, Dallas, Texas 75207.
Item 2. Identity and Background.
This statement is filed by James D. Carreker ("Carreker"). Carreker
is a citizen of the United States of America. Carreker's present principal
occupation is President and Chief Executive Officer of Wyndham International,
Inc. The business address of Carreker is as follows:
James D. Carreker
Wyndham International, Inc.
1950 Stemmons Freeway, Suite 6001,
Dallas, Texas 75207
During the last five years, Carreker has neither (i) been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors)
nor (ii) been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction which resulted in Carreker being subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or the
finding of any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The issued and outstanding shares of Common Stock of the Issuer
beneficially owned by Carreker were converted in the Merger into either cash or
the paired-shares of common stock of Patriot and International. As a
consequence, no funds were required.
Item 4. Purpose of Transaction.
The response to Item 4 contained in the Schedule 13D dated May 31,
1996, filed on June 3, 1996, is hereby amended to state in its entirety as
follows:
As a result of the Merger, Carreker no longer owns any of Issuer's
Common Stock.
Item 5. Interest in Securities of the Issuer.
The response to Item 5 contained in the Schedule 13D dated May 31,
1996, filed on June 3, 1996, is hereby amended to state in its entirety as
follows:
As a result of the Merger, Carreker no longer owns any of Issuer's
Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relations with Respect to
Securities of the Issuer.
The response to Item 6 contained in the Schedule 13D dated May 31,
1996, filed on June 3, 1996, is hereby amended to state in its entirety as
follows:
Page 3 of 4 pages
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CUSIP NO. 983100 10 8
Page 4
The Stockholders' Agreement and the Registration Rights Agreement
previously filed have been terminated. The Promissory Note is still in effect.
Item 7. Material to be Filed as Exhibits.
The response to Item 7 contained in the Schedule 13D dated May 31,
1996, filed on June 3, 1996, is hereby amended to state in its entirety as
follows:
6% Promissory Note, dated as of May 20, 1996 (incorporated herein by
reference to Exhibit 2.1 to the Company's Registration Statement on Form S-1
(Registration No. 333-22114)).
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: /s/ JAMES D. CARREKER
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James D. Carreker CSM
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
FEDERAL CRIMINAL VIOLATIONS.
Page 4 of 4 pages
