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(Commission File Number): 001- 09319
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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) : MARCH 23, 1998
PATRIOT AMERICAN HOSPITALITY, INC. WYNDHAM INTERNATIONAL, INC.
(Exact Name of Registrant as Specified (Exact Name of Registrant as
in its Charter) Specified in its Charter)
DELAWARE DELAWARE
(State or Other Jurisdiction of (State or Other Jurisdiction of
Incorporation or Organization) Incorporation or Organization)
94-0358820 94-2878485
(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
1950 STEMMONS FREEWAY 1950 STEMMONS FREEWAY
SUITE 6001 SUITE 6001
DALLAS, TEXAS 75207 DALLAS, TEXAS 75207
(214) 863-1000 (214) 863-1000
(Address, Including Zip Code, (Address, Including Zip Code,
and Telephone Number, Including and Telephone Number, Including
Area Code, of Registrant's Area Code, of Registrant's
Principal Executive Offices) Principal Executive Offices)
- ----------------------------------- -----------------------------------
PAUL A. NUSSBAUM JAMES D. CARREKER
CHAIRMAN OF THE BOARD AND CHIEF CHAIRMAN OF THE BOARD AND CHIEF
EXECUTIVE OFFICER EXECUTIVE OFFICER
PATRIOT AMERICAN HOSPITALITY, INC. WYNDHAM INTERNATIONAL, INC.
1950 STEMMONS FREEWAY 1950 STEMMONS FREEWAY
SUITE 6001 SUITE 6001
DALLAS, TEXAS 75207 DALLAS, TEXAS 75207
(214) 862-1000 (214) 863-1000
(Name, Address, Including Zip Code, (Name, Address, Including Zip Code,
Telephone Number, Including Area Code Telephone Number, Including Area Code
of Agent for Service) of Agent for Service)
____________________
copies to:
GILBERT G. MENNA, P.C.
KATHRYN I. MURTAGH, ESQ.
GOODWIN, PROCTER & HOAR LLP
EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109-2881
(617) 570-1000
____________________
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ITEM 5. OTHER EVENTS.
Patriot American Hospitality, Inc. ("Patriot"), whose shares are paired
with those of Wyndham International, Inc. ("Wyndham International"), and
Interstate Hotels Company ("Interstate") jointly announced today that the
measurement period to determine the exchange ratio in connection with Patriot's
acquisition of Interstate concluded on Friday, March 20. Pursuant to the Merger
Agreement, Patriot will acquire 40% of the outstanding shares of Interstate
common stock for $37.50 per share in cash, while the remaining 60% of
Interstate's shares will be converted into paired shares of Patriot and Wyndham
International at an exchange ratio of 1.341 paired shares for each Interstate
share. Interstate's Board of Directors has unanimously determined to proceed
with the transaction. For additional information regarding the proposed merger,
please see the press release of Patriot dated March 23, 1998 and attached hereto
as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit
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99.1 Press Release by Patriot American Hospitality, Inc.
2
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be filed on its behalf by the
undersigned thereunto duly authorized.
PATRIOT AMERICAN HOSPITALITY, INC.
Dated: March 30, 1998 By: \s\ Lawrence S. Jones
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Name: Lawrence S. Jones
Title: Executive Vice President and Treasurer
WYNDHAM INTERNATIONAL, INC.
By: \s\ Lawrence S. Jones
---------------------
Name: Lawrence S. Jones
Title: Executive Vice President and Treasurer
3
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EXHIBIT 99.1
PRESS RELEASE
______________________________________________________________________________
PATRIOT AMERICAN HOSPITALITY AND INTERSTATE HOTELS COMPANY ANNOUNCE FINAL
EXCHANGE RATIO FOR PATRIOT'S ACQUISITION OF INTERSTATE
SHAREHOLDER MEETINGS ARE SCHEDULED FOR MARCH 30, WITH ACQUISITION TARGETED TO
CLOSE ON OR ABOUT APRIL 2
DALLAS and PITTSBURGH, March 23 /PRNewswire/ -- Patriot American Hospitality,
Inc. ("Patriot"), whose shares are paired with those of Wyndham International,
Inc. (NYSE: PAH), and Interstate Hotels Company (NYSE: IHC) jointly announced
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today that the measurement period to determine the exchange ratio in connection
with Patriot's acquisition of Interstate concluded on Friday, March 20. Pursuant
to the Merger Agreement, Patriot will acquire 40% of the outstanding shares of
Interstate common stock for $37.50 per share in cash, while the remaining 60% of
Interstate's shares will be converted into paired shares of Patriot and Wyndham
at an exchange ratio of 1.341 paired shares for each Interstate share.
Interstate's Board of Directors has unanimously determined to proceed with the
transaction. Shareholder meetings to approve the Merger Agreement are scheduled
for March 30 and the parties have targeted to complete the transaction on or
about April 2, 1998.
Patriot has confirmed that Interstate shareholders receiving paired shares in
the merger will be entitled to receive Patriot's regular quarterly dividend of
32 cents per paired share for the first quarter of 1998, which dividend is
scheduled to be paid in late April. Additionally, Patriot confirmed that
Interstate shareholders receiving paired shares in the merger will be entitled
to participate with all other Patriot shareholders in a special distribution of
accumulated earnings and profits from Patriot's acquisition of Wyndham Hotel
Corporation earlier this year. This special distribution, which is currently
estimated to total approximately 30 cents per paired share, is also scheduled to
be paid in late April. The record and payment dates for these distributions have
not yet been set, but will be established to allow Interstate shareholders
receiving paired shares in the merger to receive both payments by the end of
April. Patriot also announced that it has agreed to waive certain conditions to
completion of the merger.
"Jim Carreker and I are very pleased to announce that the Interstate transaction
is proceeding as scheduled," said Paul A. Nussbaum, chairman and chief executive
officer of Patriot American. "We are excited by the prospects of this
combination and look forward to completing the integration of Interstate into
our combined organization and building a world-class hotel company from our
combined strengths."
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"As our merger with Patriot American nears completion, we want to reiterate our
strong commitment to this combination, which we believe will create a truly
exceptional company," said Milton Fine, chairman of Interstate. "Tom
Parrington, Bill Richardson and I, as well as the entire Interstate management
team, are continuing to work closely with our colleagues at Patriot and Wyndham
to complete the transaction promptly, so that its benefits can be realized for
all of our shareholders."
About Patriot American and Wyndham International
Based in Dallas, Texas, Patriot American Hospitality, Inc. (NYSE: PAH) is
currently the nation's second-largest hotel real estate investment trust (REIT)
with a portfolio currently comprised of 230 owned, managed, leased or franchised
hotels and resorts with more than 60,000 rooms. Wyndham International, comprised
of the Luxury Hotel Division, the Wyndham Hotel Group, the Management Services
Group and the Asset Management Group, leases, manages and franchises primarily
upscale hotel and resort properties represented by its proprietary brands, and
provides management services for third-party owned hotels and resorts.
About Interstate Hotels Company
Based in Pittsburgh, Pennsylvania, Interstate Hotels Company is the largest
independent hotel management company in the United States. As of March 1, 1998,
Interstate owned, managed, leased or performed related services for a portfolio
of 214 hotels, totaling 43,447 rooms. The Company owns or has a controlling
interest in 41 hotels.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Actual results and the timing of certain events could
differ materially from those set forth in the forward-looking statements.
Certain factors that might cause such a difference include the satisfaction of
certain conditions, the obtaining of certain third-party consents, the status of
proposed tax legislation regarding the paired-share structure and other risks
detailed in the Joint Proxy Statement/Prospectus of Patriot American
Hospitality, Inc., Wyndham International, Inc. and Interstate Hotels Company
filed with the Securities and Exchange Commission and distributed to the
companies' respective shareholders in connection with the proposed merger.
Reference is hereby made to the "Risk Factors" set forth in such Joint Proxy
Statement/Prospectus.
