<PAGE>
As filed with the Securities and Exchange Commission on January 12, 1998
REGISTRATION STATEMENT NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------
<TABLE>
<S> <C>
PATRIOT AMERICAN HOSPITALITY, INC. WYNDHAM INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in its Charter) (Exact Name of Registrant as 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, and Telephone (Address, Including Zip Code, and Telephone
Number, Including Area Code, of Number, Including Area Code, of
Registrant's Principal Executive Offices) Registrant's Principal Executive Offices)
PATRIOT AMERICAN HOSPITALITY/ PATRIOT AMERICAN HOSPITALITY/
WYNDHAM INTERNATIONAL EMPLOYEE SAVINGS WYNDHAM INTERNATIONAL EMPLOYEE
& RETIREMENT PLAN SAVINGS & RETIREMENT PLAN
(Full Title of the Plans) (Full Title of the Plans)
------------------------------------- -------------------------------------
PAUL A. NUSSBAUM JAMES D. CARREKER
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER CHAIRMAN OF THE BOARD AND CHIEF 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) 863-1000 (214) 863-1000
(Name, Address, Including Zip Code, and (Name, Address, Including Zip Code, and
Telephone Number, Including Area Code, Telephone Number, Including Area Code and
of Agent for Service) of Agent for Service)
</TABLE>
____________________
copies to:
GILBERT G. MENNA, P.C.
KATHRYN I. MURTAGH, ESQ.
GOODWIN, PROCTER & HOAR LLP
EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109-2881
(617) 570-1000
____________________
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===================================================================================================================================
Title of Securities Being Amount to be Proposed Maximum Offering Proposed Maximum Amount of
Registered Registered (1) Price Per Share (2) Aggregate Offering Price Registration Fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 300,000 $26.5625 $7,968,750 $2,351
per share, of Patriot
American Hospitality Inc.
("REIT Common Stock")
Paired With Shares of
Common Stock, par value
$.01 per share, of Wyndham
International, Inc. ("WII
Common Stock")
===================================================================================================================================
</TABLE>
(1) Plus such additional number of shares as may be required pursuant to the
Patriot American Hospitality/Wyndham International Employee Savings &
Retirement Plan ( the "Plan") in the event of a stock dividend, reverse
stock split, split-up, recapitalization, forfeiture of stock under the Plan
or other similar event. In addition, pursuant to Rule 416(c) under the
Securities Act of 1933, as amended (the "Securities Act"), this registration
statement also covers an indeterminate amount of interests to be offered or
sold pursuant to the employee benefit plan described herein.
(2) This estimate is made pursuant to Rule 457(c) and (h) under the Securities
Act solely for the purposes of determining the registration fee and is based
upon the price at which outstanding securities were issued or may be
exercised and the market value of outstanding paired shares of REIT Common
Stock, and WII Common Stock, on January 8, 1998, utilizing the average of
the high and low sale prices reported on the New York Stock Exchange for
that date.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
-----------------------------------------------
Patriot American Hospitality, Inc. ("REIT") and Wyndham International,
Inc. ( "WII and together with REIT referred to hereinafter as the "Companies")
hereby incorporate by reference the documents listed below, which have
previously been filed with the Securities and Exchange Commission (the
"Commission").
REIT AND WYNDHAM INTERNATIONAL, INC.
1. Current Report on Form 8-K of REIT and WII dated January 12, 1998
(filed January 12, 1998).
REIT AND PATRIOT AMERICAN HOSPITALITY OPERATING COMPANY
1. Current Reports on Form 8-K of REIT and Patriot American Hospitality
Operating Company (the "Operating Company") dated: (i) July 1, 1997 (Nos. 001-
09319 and 001-09320 filed July 11, 1997), (ii) July 15, 1997 (Nos. 001-09319 and
001-09320 filed July 21, 1997), (iii) July 22, 1997 (Nos. 001-09319 and 001-
09320 filed July 22, 1997), (iv) September 17, 1997 (Nos. 001-09319 and 001-
09320 filed September 17, 1997), (v) September 30, 1997, as amended (Nos. 001-
09319 and 001-09320 filed October 14, 1997 and October 28, 1997), (vi) September
30, 1997 (Nos. 001-09319 and 001-09320 filed November 12, 1997), (vii) December
2, 1997 (Nos. 001-09319 and 001-09320 filed December 4, 1997); and (viii)
December 10, 1997 (Nos. 001-09319 and 001-09320 filed December 10, 1997);
2. The description of the paired shares of REIT Common Stock and the
Common Stock of the Operating Company, par value $.01 per share ("Operating
Company Common Stock"), contained or incorporated by reference in REIT's and
Operating Company's Registration Statement on Form 8-A (Nos. 001-09319, 001-
09320 filed November 30, 1996, July 17, 1997 and July 21, 1997), including any
amendments thereto;
3. Quarterly Report on Form 10-Q of REIT and Operating Company (Nos.
001-09319, 001-09320 filed August 14, 1997) for the fiscal quarter ended June
30, 1997; and
4. Quarterly Report on Form 10-Q of REIT and Operating Company (Nos.
001-09319 and 001-09320 filed November 14, 1997) for the fiscal quarter ended
September 30, 1997.
CALIFORNIA JOCKEY CLUB ("CJC") AND BAY MEADOWS OPERATING COMPANY ("BMOC")
1. Annual Report on Form 10-K of CJC and BMOC (Nos. 001-09319, 001-09320
filed March 31, 1997) for the fiscal year ended December 31, 1996;
2. Current Reports on Form 8-K of CJC and BMOC dated (i) February 24,
1997 (Nos. 001-09319, 001-09320 filed March 3, 1997) and (ii) May 28, 1997 (Nos.
001-09319, 001-09320 filed June 5, 1997);
3. Quarterly Report on Form 10-Q of CJC and BMOC (Nos. 001-09319, 001-
09320 filed May 12, 1997) for the fiscal quarter ended March 31, 1997; and
2
<PAGE>
4. Quarterly Report on Form 10-Q/A of CJC and BMOC (Nos. 001-09319, 001-
09320 filed May 16, 1997) for the fiscal quarter ended March 31, 1997.
PATRIOT AMERICAN HOSPITALITY, INC. ("OLD PATRIOT REIT")
1. Annual Report on Form 10-K of Old Patriot REIT (No. 001-13898 filed
March 26, 1997) for the fiscal year ended December 31, 1996;
2. Current Reports on Form 8-K of Old Patriot REIT, dated: (i) April 2,
1996, as amended (No. 001-13898 filed April 17, 1996 and June 14, 1996), (ii)
December 5, 1996 (No. 001-13898 filed December 5, 1996), (iii) January 16, 1997,
as amended (No. 001-13898 filed January 31, 1997, February 21, 1997, April 8,
1997, April 9, 1997 and May 19, 1997), (iv) February 24, 1997 (No. 001-13898
filed March 3, 1997) and (v) April 14, 1997, as amended (No. 001-13898 filed
April 17, 1997 and April 18, 1997); and
3. Quarterly Report on Form 10-Q of Old Patriot REIT (No. 001-13898
filed May 12, 1997) for the fiscal quarter ended March 31, 1997.
WYNDHAM HOTEL CORPORATION ("WYNDHAM")
1. Annual Report on Form 10-K of Wyndham (No. 001-11723 filed March 27,
1997) for the fiscal year ended December 31, 1996;
2. Annual Report on Form 11-K of Wyndham Employee Savings & Retirement
Plan for the fiscal year ended December 31, 1996.
3. Current Reports on Form 8-K of Wyndham dated (i) April 14, 1997 (No.
001-11723, filed April 23, 1997) and (ii) July 31, 1997 (No. 001-11723, filed
August 15, 1997 and September 18, 1997);
4. Quarterly Report on Form 10-Q of Wyndham (No. 001-11723 filed May 12,
1997) for the quarter ended March 31, 1997;
5. Quarterly Report on Form 10-Q/A of Wyndham (No. 01-11723 filed June
2, 1997) for the quarter ended March 31, 1997;
6. Quarterly Report on Form 10-Q of Wyndham (No. 01-11723 filed August
14, 1997) for the quarter ended June 30, 1997;
7. Quarterly Report on Form 10-Q/A of Wyndham (No. 01-11723 filed August
29, 1997) for the quarter ended June 30, 1997;
8. Current Report on Form 8-K/A of Wyndham dated September 18, 1997 (No.
001-11723, filed September 18, 1997);
9. Quarterly Report on Form 10-Q of Wyndham (No. 001-11723 filed
November 14, 1997) for the quarter ended September 30, 1997; and
3
<PAGE>
Item 4. Description of Securities.
-------------------------
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Not Applicable.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
The Restated Charters of each of the Companies, in conjunction with
the Delaware General Corporation Law (the "DGCL"), eliminate a director's
personal liability to REIT or WII, as the case may be, or their respective
stockholders for breach of fiduciary duty, except for liability (i) for any
breach of the director's duty of loyalty to REIT or WII, as the case may be, or
their respective stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the DGCL or (iv) for any transaction from which the director
derived an improper personal benefit.
The DGCL permits, but does not require, a corporation to indemnify its
directors, officers, employees or agents and expressly provides that the
indemnification provided for under the DGCL shall not be deemed exclusive of any
indemnification right under any bylaw, vote of stockholders or disinterested
directors, or otherwise. The DGCL permits indemnification against expenses and
certain other liabilities arising out of legal actions brought or threatened
against such persons for their conduct on behalf of the corporation, provided
that each such person acted in good faith and in a manner that he or she
reasonably believed was in or not opposed to the corporation's best interests
and in the case of a criminal proceeding, had no reasonable cause to believe his
or her conduct was unlawful. The DGCL does not allow indemnification of
directors in the case of an action by or in the right of the corporation
(including stockholder derivative suits) unless the directors successfully
defend the action or indemnification is ordered by the court. The Restated
Bylaws of each of the Companies provide for indemnification to the fullest
extent authorized by the DGCL and, therefore, these statutory indemnification
rights are available to the directors, officers, employees and agents of
the Companies. Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "Securities Act") may be permitted to
directors and officers of REIT or WII pursuant to the foregoing provision or
otherwise, the Companies have been advised that, in the opinion of the
Commission, such indemnification is against public policy as expressed in the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and is
therefore, unenforceable.
Each of the Companies has purchased director and officer liability
insurance for the purpose of providing a source of funds to pay any
indemnification described above.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
Item 8 . Exhibits.
--------
The following is a complete list of exhibits filed or incorporated by
reference as part of this registration statement.
Exhibit
- -------
5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
securities being registered.
23.1 Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1 hereto).
23.2 Consent of Deloitte & Touche LLP, San Francisco, California
4
<PAGE>
23.3 Consent of Deloitte & Touche LLP, Houston, Texas
23.4 Consent of Ernst & Young LLP, Dallas, Texas
23.5 Consent of Ernst & Young LLP, Seattle, Washington
23.6 Consent of Ernst & Young LLP, Phoenix, Arizona
23.7 Consent of Ernst & Young LLP, San Juan, Puerto Rico
23.8 Consent of Ernst & Young LLP, Miami, Florida
23.9 Consent of Ernst & Young LLP, Kansas City, Missouri
23.10 Consent of Coopers & Lybrand, L.L.P., Fort Lauderdale, Florida
23.11 Consent of Coopers & Lybrand, L.L.P., Pittsburgh, Pennsylvania
23.12 Consent of Coopers & Lybrand, L.L.P., Dallas, Texas
23.13 Consent of Coopers & Lybrand, L.L.P., Phoenix, Arizona
23.14 Consent of Coopers & Lybrand, L.L.P., Newport Beach, California
23.15 Consent of Coopers & Lybrand, L.L.P., Tampa, Florida
23.16 Consent of Pannell Kerr Forster PC, Alexandria, Virginia
23.17 Consent of Price Waterhouse LLP, Miami, Florida
23.18 Consent of Arthur Andersen LLP, Dallas, Texas
23.19 Consent of Mayer Hoffman McCann L.C., Kansas City, Missouri
24.1 Powers of Attorney (contained in signature pages on pages 8 and 11-12
of this registration statement)
Item 9. Undertakings
------------
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in the volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than twenty percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement.
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the
Exchange Act that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the
5
<PAGE>
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to Section 13(a) or 15(d) of
the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in the registration statement
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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant 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 registrant 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 Securities Act and will be governed by the final
adjudication of such issue.
6
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and 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 this 13th day of
January, 1998.
PATRIOT AMERICAN HOSPITALITY, INC.
By: /s/ Paul A. Nussbaum
-----------------------------------
Paul A. Nussbaum
Chief Executive Officer
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and
Directors of Patriot American Hospitality, Inc., hereby severally constitute
Paul A. Nussbaum, as our true and lawful attorney with full power to sign for us
and in our names in the capacities indicated below, the Registration Statement
filed herewith and any and all amendments to said Registration statement, and
generally to do all such things in our names and in our capacities as officer
and Directors to enable Patriot American Hospitality, Inc. to comply with the
provisions of the Securities Act of 1933, and all requirements of the Securities
and Exchange Commission, hereby ratifying and confirming our signatures as they
may be signed by our said attorney to said Registration Statement and any and
all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Paul A. Nussbaum Chairman of the Board and Chief January 13, 1998
- -------------------------- Executive Officer (Principal
Paul A. Nussbaum Executive Officer)
/s/ William W. Evans III President, Chief Operating January 13, 1998
- -------------------------- Officer and Director
William W. Evans III
/s/ Anne L. Raymond Chief Financial Officer, January 13, 1998
- -------------------------- Executive Vice President
Anne L. Raymond and Treasurer (Principal
Financial Officer)
/s/ John H. Daniels Director January 13, 1998
- --------------------------
John H. Daniels
/s/ John C. Deterding Director January 13, 1998
- --------------------------
John C. Deterding
/s/ Gregory R. Dillon Director January 13, 1998
- --------------------------
Gregory R. Dillon
/s/ James D. Carreker Director January 13, 1998
- --------------------------
James D. Carreker
/s/ Arch K. Jacobson Director January 13, 1998
- --------------------------
Arch K. Jacobson
/s/ Philip J. Ward Director January 13, 1998
- --------------------------
Philip J. Ward
/s/ Harlan R. Crow Director January 13, 1998
- --------------------------
Harlan R. Crow
</TABLE>
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, the trustees
(or other persons who administer the employee benefit plan) have 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 January 13,
1998.
PATRIOT AMERICAN HOSPITALITY/
WYNDHAM INTERNATIONAL EMPLOYEE
SAVINGS & RETIREMENT PLAN
By: /s/ John P. Bohlmann
-------------------------
John P. Bohlmann
Benefits Committee
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and 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 this 13th day of
January, 1998.
WYNDHAM INTERNATIONAL, INC.
By: /s/ James D. Carreker
---------------------
James D. Carreker
Chief Executive Officer
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and
Directors of Wyndham International, Inc., hereby severally constitute James D.
Carreker, as our true and lawful attorney with full power to sign for us and in
our names in the capacities indicated below, the Registration Statement filed
herewith and any and all amendments to said Registration statement, and
generally to do all such things in our names and in our capacities as officer
and Directors to enable WII to comply with the provisions of the Securities Act
of 1933, and all requirements of the Securities and Exchange Commission, hereby
ratifying and confirming our signatures as they may be signed by our said
attorney to said Registration Statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ James D. Carreker Chairman of the Board and Chief January 13, 1998
- ------------------------- Executive Officer (Principal
James D. Carreker Executive Officer)
/s/ Karim Alibhai President, Chief Operating Officer and January 13, 1998
- ------------------------- Director
Karim Alibhai
/s/ Rex E. Stewart Chief Financial Officer, Executive January 13, 1998
- ------------------------- Vice President and Treasurer (Principal
Rex E. Stewart Financial Officer)
/s/ Leonard Boxer Director January 13, 1998
- -------------------------
Leonard Boxer
/s/ Russ Lyon, Jr. Director January 13, 1998
- -------------------------
Russ Lyon, Jr.
/s/ Burton C. Einspruch Director January 13, 1998
- -------------------------
Burton C. Einspruch
/s/ Arch K. Jacobson Director January 13, 1998
- -------------------------
Arch K. Jacobson
/s/ Sherwood M. Weiser Director January 13, 1998
- -------------------------
Sherwood M. Weiser
/s/ Susan T. Groenteman Director January 13, 1998
- -------------------------
Susan T. Groenteman
/s/ Paul A. Nussbaum Director January 13, 1998
- -------------------------
Paul A. Nussbaum
<PAGE>
Director January __, 1998
- -------------------------
James C. Leslie
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, the Trustees
(or other persons who administer the employee benefit plan) have duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, the the city of Dallas, state of Texas, on January
13, 1998.
PATRIOT AMERICAN HOSPITALITY/
WYNDHAM INTERNATIONAL EMPLOYEE
SAVINGS & RETIREMENT PLAN
/s/ Rex E. Stewart
---------------------------------
Rex E. Stewart
Benefits Committee
<PAGE>
Exhibit 5.1
January 13, 1998
Patriot American Hospitality, Inc.
Wyndham International, Inc.
1950 Stemmons Freeway
Suite 6001
Dallas, Texas 75207
Ladies and Gentleman:
We are familiar with the proceedings taken by Patriot American Hospitality,
Inc. ("REIT"), a Delaware corporation, and Wyndham International, Inc. ("WII"),
a Delaware corporation (collectively REIT and WII, are hereinafter referred to
as the "Companies"), with respect to 300,000 shares of Common Stock, par value
$.01 per share, of each of REIT and WII, which shares are paired and trade as a
single unit ("Paired Shares") offered and sold pursuant to the Patriot American
Hospitality/Wyndham International Employee Savings & Retirement Plan (the
"Plan")(such Paired Shares, the "Plan Shares"). As counsel for the Companies, we
have assisted in the preparation of a Registration Statement on Form S-8 (the
"Registration Statement") to be filed by the Companies with the Securities and
Exchange Commission (the "Commission") to effect the registration of the Plan
Shares, under the Securities Act of 1933, as amended (the "Securities Act").
In connection with rendering this opinion, we have examined the REIT
Amended and Restated Certificate of Incorporation, the WII Amended and Restated
Certificate of Incorporation, the REIT Amended and Restated Bylaws, the WII
Amended and Restated Bylaws, such records of the corporate proceedings of the
Companies as we deemed material, the Registration Statement, the Plan (the
"Plan"), and such other certificates, receipts, records and documents as we
considered necessary for the purposes of this opinion.
Based upon the foregoing, we are of the opinion that when the Plan Shares
have been issued and paid for in accordance with the terms of the Plan and
Registration Statement, the Plan Shares will be legally issued, fully paid and
nonassessable Paired Shares.
We are attorneys admitted to practice in the Commonwealth of Massachusetts.
We express no opinion concerning the laws of any jurisdictions other than the
laws of the United States of America and the Commonwealth of Massachusetts.
<PAGE>
This opinion is intended solely for your use in connection with the filing
of the Regisration Statement and may not be reproduced or relied upon by any
other person for any purpose without the express written consent of the
undersigned.
The foregoing assumes that all requisite steps will be taken to comply with
the requirements of the Securities Act of 1933, as amended and applicable
requirements of state laws regulating the offer and sale of securities.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ GOODWIN, PROCTER & HOAR LLP
<PAGE>
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of Patriot American Hospitality, Inc. and Wyndham International, Inc.
of our report dated March 28, 1997 (which expresses an unqualified opinion and
includes an explanatory paragraph relating to a proposed merger and certain
disagreements between the Companies), appearing in the Annual Report on Form 10-
K of Bay Meadows Operating Company and of California Jockey Club for the year
ended December 31, 1996.
/s/ DELOITTE & TOUCHE LLP
San Francisco, California
January 8, 1998
<PAGE>
Exhibit 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Joint Registration
Statement on Form S-8 of Patriot American Hospitality, Inc. and Wyndham
International, Inc. (formerly known as Patriot American Hospitality Operating
Company) of our report dated September 30, 1997 (relating to the financial
statements of Partnerships of Acquired Hotels as of December 31, 1996 and 1995
and for each of the two years in the period ended December 31, 1996) appearing
in the report on Form 8-K/A No. 1 dated September 30, 1997 of Patriot American
Hospitality, Inc. and Patriot American Hospitality Operating Company.
/s/ DELOITTE & TOUCHE LLP
Houston, Texas
January 8, 1998
<PAGE>
Exhibit 23.4
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Joint Registration Statement
on Form S-8 of Patriot American Hospitality, Inc. and Wyndham International,
Inc. (formerly Patriot American Hospitality Operating Company) of our reports
(a) dated January 31, 1997 (except for Note 14, as to which the date is March
18, 1997) with respect to the Consolidated Financial Statements and financial
statement schedules of Patriot American Hospitality, Inc. included in its 1996
Annual Report on Form 10-K and included in the Joint Current Report on Form 8-K
of Patriot American Hospitality, Inc. and Patriot American Hospitality Operating
Company dated July 1, 1997; (b) dated February 16, 1996, with respect to the
Combined Financial Statements of the Initial Hotels (which is based in part on
the reports of Coopers & Lybrand L.L.P., independent accountants, as set forth
in their reports on Certain of the Initial Hotels and Troy Hotel Investors)
included in Patriot American Hospitality, Inc.'s 1996 Annual Report on Form 10-
K; (c) dated March 5, 1996, with respect to the Financial Statements of Buckhead
Hospitality Joint Venture included in the Current Report on Form 8-K of Patriot
American Hospitality, Inc., dated April 2, 1996, as amended; (d) dated March 1,
1996 (except for Note 7, as to which the date is April 2, 1996) with respect to
the Combined Financial Statements of Gateway Hotel Limited Partnership and
Wenatchee Hotel Limited Partnership included in the Current Report on Form 8-K
of Patriot American Hospitality, Inc., dated April 2, 1996, as amended; (e)
dated February 28, 1996 (except for Note 5, as to which the date is April 2,
1996) with respect to the Statement of Direct Revenue and Direct Operating
Expenses of Plaza Park Suites Hotel included in the Current Report on Form 8-K
of Patriot American Hospitality, Inc., dated April 2, 1996, as amended; (f)
dated February 26, 1996 (except for Note 5, as to which the date is April 2,
1996) with respect to the Statement of Direct Revenue and Direct Operating
Expenses of Roosevelt Hotel included in the Current Report on Form 8-K of
Patriot American Hospitality, Inc., dated April 2, 1996, as amended; (g) dated
April 10, 1996 with respect to the Statement of Direct Revenue and Direct
Operating Expenses of Marriott WindWatch Hotel for the year ended December 29,
1995 included in the Current Report on Form 8-K of Patriot American Hospitality,
Inc., dated December 5, 1996; (h) dated August 30, 1996 with respect to the
Financial Statements of Concord O'Hare Limited Partnership for the year ended
December 29, 1995 included in the Current Report on Form 8-K of Patriot American
Hospitality, Inc., dated December 5, 1996; (i) dated September 10, 1996 with
respect to the Statement of Direct Revenue and Direct Operating Expenses of the
Mayfair Suites Hotel for the year ended December 31, 1995 included in the
Current Report on Form 8-K of Patriot American Hospitality, Inc., dated December
5, 1996; and (j) dated January 23, 1997 (except for Note 8, as to which the date
is September 30, 1997) with respect to the Consolidated Financial Statements of
GAH-II, L.P. for the years ended December 31, 1996 and 1995, included in the
Joint Current Report on Form 8-K of Patriot American Hospitality, Inc. and
Patriot American Hospitality Operating Company dated September 30, 1997, as
amended, all filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Dallas, Texas
January 8, 1998
<PAGE>
Exhibit 23.5
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Joint Registration Statement
on Form S-8 of Patriot American Hospitality, Inc. and Wyndham International,
Inc. (formerly Patriot American Hospitality Operating Company) of our report
dated March 5, 1997 with respect to the Financial Statements of NorthCoast
Hotels, L.L.C. included in Patriot American Hospitality, Inc.'s 1996 Annual
Report on Form 10-K filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Seattle, Washington
January 8, 1998
<PAGE>
Exhibit 23.6
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Joint Registration Statement
on Form S-8 of Patriot American Hospitality, Inc. and Wyndham International,
Inc. (formerly Patriot American Hospitality Operating Company) of our reports
(a) dated March 14, 1997 with respect to the Consolidated Financial Statements
of Resorts Limited Partnership included in the Current Report on Form 8-K of
Patriot American Hospitality, Inc., dated January 16, 1997, as amended; (b)
dated February 13, 1997, with respect to the Financial Statements of CV Ranch
Limited Partnership included in the Current Report on Form 8-K of Patriot
American Hospitality, Inc., dated January 16, 1997, as amended; and (c) dated
February 12, 1997 with respect to the Financial Statements of Telluride Resort
and Spa Limited Partnership included in the Current Report on Form 8-K of
Patriot American Hospitality, Inc., dated January 16, 1997, as amended, all
filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Phoenix, Arizona
January 8, 1998
<PAGE>
Exhibit 23.7
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Joint Registration Statement
on Form S-8 of Patriot American Hospitality, Inc. and Wyndham International,
Inc. (formerly Patriot American Hospitality Operating Company) of our reports
(a) dated August 7, 1997 (except for Note 18, as to which the date is September
17, 1997) with respect to the Consolidated Financial Statements of WHG Resorts &
Casinos Inc. and related financial statement schedule; (b) dated August 7, 1997
with respect to the financial statements of Posadas de San Juan Associates and
related financial statement schedule; (c) dated August 11, 1997 with respect to
the financial statements of WKA El Con Associates; and (d) dated May 2, 1997
with respect to the financial statements of E1 Conquistador Partnership L.P.;
all of which are included in the Joint Current Report on Form 8-K of Patriot
American Hospitality, Inc. and Patriot American Hospitality Operating Company,
dated December 10, 1997, all filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
San Juan, Puerto Rico
January 8, 1998
<PAGE>
Exhibit 23.8
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the Joint Registration Statement
on Form S-8 of Patriot American Hospitality, Inc. and Wyndham International,
Inc. (formerly Patriot American Hospitality Operating Company) of our reports
(a) dated March 13, 1997 (except for the third paragraph of Note 7, as to which
the date is April 2, 1997) with respect to the Financial Statements of G.B.H.
Joint Venture (d/b/a Grand Bay Hotel) for the years ended December 31, 1995 and
1996; (b) dated September 23, 1997 with respect to the Financial Statements of
River House Associates (d/b/a Sheraton Gateway Hotel) for the years ended
December 31, 1995 and 1996; and (c) dated September 19, 1997 with respect to the
Financial Statements of W-L Tampa, Ltd. (the Sheraton Grand Hotel) for the years
ended December 31, 1995 and 1996; all of which are included in the Joint Current
Report on Form 8-K/A No. 1 of Patriot American Hospitality, Inc. and Patriot
American Hospitality Operating Company, dated September 30, 1997, as amended,
all filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Miami, Florida
January 8, 1998
<PAGE>
Exhibit 23.9
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Joint Registration Statement
on Form S-8 of Patriot American Hospitality, Inc. and Wyndham International,
Inc. (formerly Patriot American Hospitality Operating Company) of our reports
(a) dated April 8, 1997 (except for Note 11, as to which the date is July 31,
1997) with respect to the Consolidated Financial Statements of ClubHouse Hotels,
Inc. as of December 31, 1996 and 1995 and for each of the three years in the
period ended December 31, 1996; (b) dated April 25, 1997 (except for Note 8, as
to which the date is July 31, 1997) with respect to the Combined Financial
Statements of ClubHouse Acquisition Hotels as of December 31, 1996 and 1995 and
for the years then ended; and (c) dated September 9, 1997 with respect to the
Financial Statements of Valdosta C.I. Associates, L.P. as of December 31, 1994
and for the year then ended; all of which are included in the Current Report on
Form 8-K/A of Wyndham Hotel Corporation dated September 18, 1997, all filed with
the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Kansas City, Missouri
January 8, 1998
<PAGE>
Exhibit 23.10
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement of
Patriot American Hospitality, Inc. and Wyndham International, Inc. on Form S-8
of our report dated January 15, 1996, on our audit of the financial statements
of Certain of the Initial Hotels.
/s/ COOPERS & LYBRAND L.L.P.
Fort Lauderdale, Florida
January 8, 1998
<PAGE>
Exhibit 23.11
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement of
Patriot American Hospitality, Inc. and Wyndham International, Inc. on Form S-8
of our reports (i) dated February 12, 1997, except for Note 21, Note 22 and the
last paragraph of Note 2, as to which the date is December 1, 1997, of our audit
of the consolidated financial statements of Interstate Hotels Company, (ii)
dated January 17, 1996, on our audit of the financial statements of Troy Hotel
Investors, and (iii) dated February 7, 1995, on our audit of the financial
statements of Troy Park Associates.
/s/ COOPERS & LYBRAND L.L.P.
Pittsburgh, Pennsylvania
January 8, 1998
<PAGE>
Exhibit 23.12
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement of
Patriot American Hospitality, Inc. and Wyndham International, Inc. on Form S-8
of our reports (i) dated October 15, 1996, on our audit of the statements of
Direct Revenue and Direct Operating Expenses of the Holiday Inn Miami Airport
for the year ended August 31, 1996; (ii) dated February 19, 1997, on our audits
of the consolidated financial statements of Wyndham Hotel Corporation as of
December 31, 1996 and 1995, and for the years ended December 31, 1996, 1995 and
1994; (iii) dated May 12, 1997 on our audit of the Combined Financial Statements
of the Minneapolis Hotels as of and for the year ended December 31, 1996; (iv)
dated June 27, 1997 on our audit of the Combined Statement of Direct Revenue and
Direct Operating Expenses of the Met Life Hotels for the year ended December 31,
1996; (v) dated September 8, 1997 on our audit of the Combined Financial
Statements of the Snavely Hotels as of and for the year ended December 31, 1996;
(vi) dated December 12, 1997 on our audit of financial statements of Sheraton
City Centre as of and for the year ended December 31, 1996; and (vii) dated
December 12, 1997 on our audit of the Statement of Direct Revenue and Direct
Operating Expenses of Wyndham Emerald Plaza for the year ended December 31,
1996.
/s/ COOPERS & LYBRAND L.L.P.
Dallas, Texas
January 8, 1998
<PAGE>
Exhibit 23.13
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement of
Patriot American Hospitality, Inc. and Wyndham International, Inc. on Form S-8
of our report (i) dated March 7, 1997 except for Note 12 as to which the date is
October 7, 1997, on our audits of the Financial Statements of SCP (Buttes),
Inc., as of and for the year ended December 31, 1996.
/s/ COOPERS & LYBRAND L.L.P.
Phoenix, Arizona
January 8, 1998
<PAGE>
Exhibit 23.14
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement of
Patriot American Hospitality, Inc. and Wyndham International, Inc. on Form S-8
of our report dated March 8, 1996, related to the financial statements of
Newporter Beach Hotel Investments L.L.C. as of December 31, 1995, and for the
period from March 10, 1995 through December 31, 1995.
/s/ COOPERS & LYBRAND L.L.P.
Newport Beach, California
January 8, 1998
<PAGE>
Exhibit 23.15
CONSENT OF INDEPENDENT ACCOUNTS
We consent to the incorporation by reference in the Registration Statement of
Patriot American Hospitality, Inc. and Wyndham International, Inc. on Form S-8
of our report dated January 17, 1997, except for Note 7, as to which the date is
November 25, 1997, on our audit of the financial statements of Royal Palace
Hotel Associates.
/s/ COOPERS & LYBRAND L.L.P.
Tampa, Florida
January 8, 1998
<PAGE>
Exhibit 23.16
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of Wyndham International, Inc. and Patriot American Hospitality, Inc.
of our report dated March 1, 1996 on the financial statements of Historic Hotel
Partners of Birmingham, Limited Partnership, our reports dated October 8, 1997
and February 28, 1997 on the financial statements of Historic Hotel Partners of
Chicago Limited Partnership, and our reports dated October 8, 1997 and February
21, 1997 on the financial statements of Historic Hotel Partners of Nashville
Limited Partnership.
/s/ PANNELL KERR FORSTER PC
Alexandria, Virginia
January 7, 1998
<PAGE>
Exhibit 23.17
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of Patriot American Hospitality, Inc. and Wyndham
International, Inc. of our reports (a) dated October 3, 1997 relating to the
financial statements of CHC International, Inc. Hospitality Division as of and
for the years ended November 30, 1995 and 1996, which appears in the Current
Report on Form 8-K of Patriot American Hospitality, Inc. and Patriot American
Hospitality Operating Company dated December 10, 1997; and (b) dated February
13, 1997, except as to Note 4, which is as of March 18, 1997, relating to the
financial statements of CHC Lease Partners for the year ended December 31, 1996
and the period inception (October 2, 1995) through December 31, 1995 which
appears in the Current Report on Form 8-K of Patriot American Hospitality, Inc.
and Patriot American Hospitality Operating Company dated July 1, 1997.
/s/ PRICE WATERHOUSE LLP
Miami, Florida
January 7, 1998
<PAGE>
Exhibit 23.18
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
dated September 17, 1997, on the combined financial statements of the Crow
Family Hotel Partnerships (and to all references to our Firm) included in or
made part of this Registration Statement on Form S-8 of Patriot American
Hospitality, Inc. and Wyndham International, Inc.
/s/ ARTHUR ANDERSEN LLP
Dallas, Texas
January 7, 1998
<PAGE>
Exhibit 23.19
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We hereby consent to incorporation by reference of our reports dated February 8,
1996, except for Note (4) for which the date is February 15, 1996 (Albuquerque
C.I. Associates, L.P.); February 16, 1996 (C.I. Nashville, Inc.); February 8,
1996 (Wichita C.I. Associates III, L.P.); and February 19, 1996 (Topeka C.I.
Associates, L.P.) appearing in the Registration Statement on Form S-8 of Patriot
American Hospitality, Inc. and Patriot American Hospitality Operating Company
filed with the Securities and Exchange Commission on or about January 13, 1998.
/s/ MAYER HOFFMAN MCCANN L.C.
Kansas City, Missouri
January 7, 1998
