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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): December 16, 1998
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PATRIOT AMERICAN HOSPITALITY, WYNDHAM INTERNATIONAL, INC.
INC.
(Exact Name of Registrant as (Exact Name of Registrant as
Specified 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 Number) (I.R.S. Employer Identification Number)
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 (Address, Including Zip Code, and
Telephone Number, Including Area Code, of Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices) Registrant's Principal Executive Offices)
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PAUL A. NUSSBAUM JAMES D. CARREKER
Chairman of the Board and Chairman of the Board and
Chief Executive Officer 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, (Name, Address, Including Zip Code,
and Telephone Number, Including and Telephone Number, Including
Area Code, of Agent of Service) Area Code, of Agent of Service)
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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.
On December 16, 1998, Patriot American Hospitality, Inc. and Wyndham
International, Inc. issued a press release. A copy of the press release is
attached hereto and incorporated herein in its entirety.
Item 7. Financial Statements and Exhibits
(c) Exhibits
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Exhibit No. Description
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99.1 Press Release dated December 16, 1998
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrants have duly caused this report to be signed on their behalf by the
undersigned hereunto duly authorized.
Dated: December 18, 1998 PATRIOT AMERICAN HOSPITALITY, INC.
/s/ William W. Evans III
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By: William W. Evans III
Its: President and
Chief Operating Officer
Dated: December 18, 1998 WYNDHAM INTERNATIONAL, INC.
/s/ William W. Evans III
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By: William W. Evans III
Its: Executive Vice President
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Exhibit Index
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Exhibit No. Description
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99.1* Press Release dated December 16, 1998
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*Filed herewith
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EXHIBIT 99.1
Patriot American and Wyndham International Discuss Asset Sales
Dallas -- December 16, 1998 -- Patriot American Hospitality, Inc. whose shares
(NYSE:PAH - news) are paired and trade with those of its operating company,
Wyndham International, Inc. (together, the "Companies"), today announced
additional progress toward its asset sale program and provided an update related
to negotiations regarding the forward equity contracts and accounting
developments affecting fourth quarter 1998 earnings.
Sale of Certain Hotel Assets
As part of its ongoing strategy to sell matured assets that cannot be converted
to one of its proprietary brands, Patriot has entered into agreements with Paine
Webber Real Estate Securities Inc. which provide for the previously announced
sale to PaineWebber of seven hotels. The base price of the sale is approximately
$163 million which is expected to result in a capital gain of approximately $73
million. Patriot American expects to offer additional non-core assets for sale
as is strategic and appropriate for the Companies.
In connection with the sale of seven hotel assets, Patriot American has entered
into separate agreements with PaineWebber which extend the maturity of certain
December 1998 indebtedness to April 15, 1999, if the sale closes. If the sale
does not close, the indebtedness matures shortly following termination of the
Hotel Sale Contract.
The anticipated closing date for the sale of the seven hotels is January 15,
1999, and the sale will be consummated in exchange for reducing debt held by
Paine Webber. Closing of the sale is subject to satisfaction of certain
conditions and termination rights, and there can be no assurances that the sale
ultimately will be consummated.
Forward Equity Contracts
The Companies are parties to three forward equity transactions, as previously
announced. To date, the counterparty to one of the forward transactions, UBS AG,
London Branch has sold an aggregate of 754,425 of the 3,250,000 paired shares
UBS owned. UBS also holds an additional 4,164,424 paired shares as collateral
under its forward contract. The counterparties to the other two forward equity
transactions are PaineWebber Financial Products, Inc. and NationsBanc Mortgage
Capital Corporation. As previously announced, all three of the counterparties to
the forward equity transactions are currently entitled, under the terms of the
respective forward contracts, to require settlement of their transactions.
The Companies are currently in discussions with the counterparties regarding
possible standstill agreements with respect to the paired shares held by them.
However, no assurance can be given as to whether or on what terms the parties
will enter into any such agreements.
Earlier today, the Companies announced they had entered into a letter of intent
with
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a group of investors to make a $1 billion equity investment in the Companies.
The letter of intent contemplates that proceeds of the equity infusion will be
applied toward the cash settlement of the forward equity contracts, as well as
to the repayment of debt.
Accounting Developments
The Companies have reviewed the characterization and recognition in the fourth
quarter of 1998 of approximately $16 million of income relating to the
cancellation of certain rights, as previously announced. Based on discussions
with the Companies' independent auditors, Patriot American has concluded that
this amount will not be recognized as income during the fourth quarter. As
disclosed in a November 27, 1998 press release updating operations, the
Companies' current estimate of funds from operations for the three months ended
December 31, 1998, excludes this amount.
About Patriot American Hospitality, Inc. and Wyndham International, Inc.
Based in Dallas, Patriot American Hospitality, Inc. (NYSE:PAH - news) is
currently the nation's second-largest hotel real estate investment trust (REIT)
with a portfolio comprised of 487 owned, managed, leased or franchised hotels
and resorts with more than 105,000 rooms. Its paired operating company, Wyndham
International, Inc., comprised of the Grand Bay Hotels & Resorts Division, the
Wyndham Hotel Group, the All-Suites Division and PAH Management Services,
leases, manages and franchises primarily upscale and luxury hotel and resort
properties represented by its proprietary brands and provides management
services for third-party owned hotels and resorts.
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. The Companies' actual results could differ materially from
those set forth in the forward-looking statements. Certain factors that might
cause such a difference include competition for guests from other hotels,
dependence upon business and commercial travelers and tourism, the seasonality
of the hotel industry, the availability of equity or debt financing at terms and
conditions favorable to the Companies, and other factors detailed in the
Companies' Quarterly Report on Form 10-Q dated September 30, 1998 (File No.
001-09319), Current Report on Form 8-K dated November 9, 1998, Registration
Statement on Form S-3 (File No. 333-58705) and Registration Statement on Form
S-3 (File No. 333-65339) and the Companies' other filings with the Securities
and Exchange Commission.
