<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
PATRIOT AMERICAN HOSPITALITY, INC.
WYNDHAM INTERNATIONAL, INC.
---------------------------
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
COMMON STOCK, $.01 PAR VALUE
----------------------------
(Title of Class of Securities)
703352
------
(CUSIP Number)
SUSAN T. GROENTEMAN
EXECUTIVE VICE PRESIDENT
MILL SPRING HOLDINGS, INC.
2001 ROSS AVENUE
DALLAS, TEXAS 75201
(214) 863-4000
--------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
JANUARY 8, 1998
---------------
(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).
The Exhibit Index required by Rule 0-3(c) is located at page 21 of this filing.
(Continued on the following page(s))
<PAGE> 2
CUSIP NO. 703352 Page 2
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
The Trammell Crow 1994 Revocable Trust
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
SEC USE ONLY
3
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO (See Item 3)
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
[ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES ---------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 82,712
EACH ---------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH ---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
82,712
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
82,712
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 703352 Page 3
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
G-3 Securities, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
SEC USE ONLY
3
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO, WC (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
Delaware
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7 SOLE VOTING POWER
NUMBER OF 0
SHARES ---------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 3,865,575
EACH ---------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH ---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,865,575
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
3,865,575
- --------------------------------------------------------------------------------
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)
4.2%
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14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 703352 Page 4
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
CFH Capital Resources, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [x]
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SEC USE ONLY
3
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO (See Item 3)
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
[ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
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7 SOLE VOTING POWER
NUMBER OF 0
SHARES ------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 1,600,000
EACH ------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH ------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,600,000
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,600,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.8%
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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This Amendment No. 1 (this "AMENDMENT") amends and supplements the
Schedule 13D (the "ORIGINAL FILING" and, as amended hereby, the "SCHEDULE 13D")
originally filed with the Securities and Exchange Commission on January 29,
1998 by CF Securities, L.P., a Texas limited partnership ("CFS"), Mill Spring
Holdings, Inc., a Texas corporation, G-1 Securities, L.P., a Delaware limited
partnership, G-2 Securities, L.P., a Delaware limited partnership, G-3
Securities, L.P., a Delaware limited partnership, CFHS, L.L.C., a Delaware
limited liability company, Crow Family, Inc., a Texas corporation, and Harlan
R. Crow, an individual. Capitalized terms used but not defined in this
Amendment have the meanings set forth in the Original Filing.
Item 1. Security and Issuer.
No change.
Item 2. Identity and Background.
(a)-(c), (f). This statement is filed by Mill Spring Holdings,
Inc., a Texas corporation ("HOLDINGS"), The Trammell Crow 1994 Revocable Trust,
a Texas trust (the "TRUST"), G-1 Securities, L.P., a Delaware limited
partnership ("G-1"), G-2 Securities, L.P., a Delaware limited partnership
("G-2"), G-3 Securities, L.P., a Delaware limited partnership ("G-3"), CFH
Capital Resources, L.P., a Texas limited partnership ("CFH CAPITAL"), CFHS,
L.L.C., a Delaware limited liability company ("CFHS"), Crow Family, Inc., a
Texas corporation ("CFI"), and Harlan R. Crow, an individual ("CROW"),
sometimes collectively referred to herein as the "REPORTING PERSONS."
Holdings is a Texas corporation established as a holding company for
various investments. Crow is a director, Chief Executive Officer and a
principal stockholder of Holdings. Holdings' principal place of business is
located at 2001 Ross Avenue, Dallas, Texas 75201.
The Trust is a Texas trust principally engaged in investments in
securities. The principal place of business for the Trust is located at 2001
Ross Avenue, Dallas, Texas 75201. Crow is one of two trustees of the Trust and,
in his capacity as a trustee, Crow is authorized to act individually with
respect to the Trust.
Each of G-1, G-2 and G-3 is a Delaware limited partnership principally
engaged in investments in securities. The principal place of business for each
of G-1, G-2 and G-3 is located at 2001 Ross Avenue, Dallas, Texas 75201. CFHS
is the general partner of each of G-1, G-2 and G-3.
CFH Capital is a Texas limited partnership principally engaged in
investments in securities. The principal place of business for CFH Capital is
located at 2001 Ross Avenue, Dallas, Texas 75201. CFHS is the general partner
of CFH Capital.
CFHS is a Delaware limited liability company established as a holding
company for various investments. CFI is the sole manager of CFHS. CFHS'
principal place of business is located at 2001 Ross Avenue, Dallas, Texas
75201.
CFI is a Texas corporation established as a holding company for
various investments. Crow is a director, Chief Executive Officer and a
principal stockholder of CFI. CFI's principal place of business is located at
2001 Ross Avenue, Dallas, Texas 75201.
Crow is (i) a director of Patriot REIT, Holdings and CFI, (ii) a
trustee of the Trust, and (iii) principally employed as an investor. His
principal place of business is located at 2001 Ross Avenue, Dallas, Texas
75201. Crow is a United States citizen.
The name; business address; present principal occupation or
employment; and the name, principal business and address of each corporation or
other organization in which such occupation of employment is conducted for each
executive officer or director, each controlling person, and each executive or
director of such controlling person of the Reporting Persons (other than Crow)
are set forth on Schedule I hereto, which Schedule I is incorporated herein by
reference.
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(d)-(e). None of the Reporting Persons nor, to the best
knowledge of the Reporting Persons, any of the persons listed on Schedule I
attached hereto, has during the past five years, (i) been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors), or
(ii) been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction that resulted in a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
Item 3. Source and Amount of Funds or Other Consideration.
(a) On January 5, 1998, CFS acquired 6,427,217 Paired Shares (the
"CFS SHARES") and 4,860,876 shares of unpaired Series A Convertible Preferred
Stock, par value $.01 per share, of Patriot REIT (the "SERIES A PREFERRED
STOCK"). The CFS Shares and the Series A Preferred Stock were acquired by CFS
in exchange for shares of common stock of Wyndham Hotel Corporation ("WYNDHAM
HOTEL") owned by CFS. Wyndham Hotel was involved in the ownership or
management of hotels or other lodging industry activities. CFS acquired such
shares pursuant to the terms of that certain Agreement and Plan of Merger
between Patriot REIT's predecessor and Wyndham Hotel, as ratified by Patriot
REIT and the other parties listed on the signature pages thereto (the "MERGER
AGREEMENT"). A copy of the Merger Agreement is attached hereto as Exhibit 10.1
and incorporated herein by reference.
In connection with the transactions contemplated by the Merger
Agreement, the Series A Preferred Stock was issued in accordance with the
provisions of the Certificate of Designation for the Series A Preferred Stock
(the "CERTIFICATE OF DESIGNATION"). The Series A Preferred Stock is entitled
to one vote per share, voting together as a class with the shares of Patriot
REIT Common Stock, on any matter submitted for a vote of the stockholders of
Patriot REIT. The Series A Preferred Stock is convertible at any time into
Paired Shares on a one- for-one basis by the holders thereof, subject to
certain provisions set forth in the Amended and Restated Certificate of
Incorporation of Patriot REIT (the "RESTATED CHARTER") which limit the number
of Paired Shares which may be beneficially owned by any person or entity (the
"EXCESS SHARE PROVISIONS"). In addition, the Series A Preferred Stock is
mandatorily convertible at any time and in any amount upon notice by Patriot
REIT, provided that the amount so converted will not cause a violation of the
Excess Share Provisions set forth in the Restated Charter. The foregoing
description of certain provisions of the Series A Preferred Stock is qualified
in its entirety by reference to the provisions of the Certificate of
Designation and the Restated Charter, a copy of which is attached hereto as
Exhibit 10.2 and incorporated herein by reference.
On January 8, 1998, CFS liquidated and distributed its
property, including cash, the CFS Shares and the Series A Preferred Stock,
proportionately to its partners, as a result of which, among other things, (i)
82,712 of the CFS Shares (the "TRUST SHARES") were distributed to the Trust;
(ii) 38,936 of the CFS Shares (the "HOLDINGS SHARES") were distributed to
Holdings; (iii) 284,430 of the CFS Shares were distributed to G-1; (iv)
1,553,214 of the CFS Shares were distributed to G-2; and (v) 4,467,925 of the
CFS Shares were distributed to G-3. G-1 and G-2 subsequently transferred
154,436 and 843,214, respectively, of their CFS Shares to G-3 for an amount in
cash based on $26.5625 per CFS Share (the trading price of the Paired Shares at
the close of business on January 8, 1998) (the "PRICE PER SHARE"). G-3
subsequently contributed 1,600,000 of the CFS Shares to the capital of CFH
Capital in exchange for a limited partnership interest therein. Currently,
Holdings holds the Holdings Shares, the Trust holds the Trust Shares, G-1 holds
129,994 of the CFS Shares (the "G-1 SHARES"), G-2 holds 710,000 of the CFS
Shares (the "G-2 SHARES"), G-3 holds 3,865,575 of the CFS Shares (the "G-3
SHARES"), and CFH Capital holds 1,600,000 of the CFS Shares (the "CFH CAPITAL
SHARES").
(b) In connection with the liquidation of CFS, the Holdings Shares
were distributed to Holdings. Currently, Holdings holds the Holdings Shares.
Crow may be deemed to beneficially own the Holdings Shares by virtue of his
status as a director, Chief Executive Officer and a principal stockholder of
Holdings.
(c) In connection with the liquidation of CFS, the Trust Shares
were distributed to the Trust. Currently, the Trust holds the Trust Shares.
Crow may be deemed to beneficially own the Trust Shares by virtue of his status
as a trustee of the Trust.
(d) In connection with the liquidation of CFS, 284,430 of the CFS
Shares and other cash and property were distributed to G-1 in proportion to its
limited partnership interest in CFS. G-1 subsequently transferred 154,436 of
its
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CFS Shares to G-3 for an amount in cash based on the Price per Share.
Currently, G-1 holds the G-1 Shares. CFHS may be deemed to beneficially own
the G-1 Shares by virtue of its status as general partner of G-1.
(e) In connection with the liquidation of CFS, 1,553,214 of the
CFS Shares and other cash and property were distributed to G-2 in proportion to
its limited partnership interest in CFS. G-2 subsequently transferred 843,214
of its CFS Shares to G-3 for an amount in cash based on the Price per Share.
Currently, G-2 holds the G-2 Shares. CFHS may be deemed to beneficially own
the G-2 Shares by virtue of its status as general partner of G-2.
(f) In connection with the liquidation of CFS, 4,467,925 of the
CFS Shares and other cash and property were distributed to G-3 in proportion to
its limited partnership interest in CFS. G-3 subsequently purchased 156,436 of
the CFS Shares from G-1 and 843,214 of the CFS Shares from G-2 for an amount in
cash based on the Price per Share. G-3 subsequently contributed 1,600,000 of
the CFS Shares to the capital of CFH Capital in exchange for a limited
partnership interest therein. Currently, G-3 holds the G-3 Shares. CFHS may
be deemed to beneficially own the G-3 Shares by virtue of its status as general
partner of G-3.
(g) CFH Capital received 1,600,000 of the CFS Shares from G-3 as a
contribution to the capital of CFH Capital in exchange for a limited
partnership interest therein. Currently, CFH Capital holds the CFH Capital
Shares. CFHS may be deemed to beneficially own the CFH Capital Shares by
virtue of its status as general partner of CFH Capital.
(h) CFI may be deemed to beneficially own the G-1 Shares, the G-2
Shares, the G-3 Shares and the CFH Capital Shares by virtue of its status as
the sole manager of CFHS.
(i) Crow may be deemed to beneficially own (i) the G-1 Shares, the
G-2 Shares, the G-3 Shares and the CFH Capital Shares by virtue of his status
as a director, Chief Executive Officer and a principal stockholder of CFI; (ii)
the Trust Shares by virtue of his status as a trustee of the Trust; and (iii)
the Holdings Shares by virtue of his status as a director, Chief Executive
Officer and a principal stockholder of Holdings.
Item 4. Purpose of Transaction.
CFS acquired the CFS Shares on January 5, 1998 pursuant to the terms
of the Merger Agreement. On January 8, 1998, CFS liquidated and distributed
its property, including cash, the CFS Shares and the Series A Preferred Stock,
proportionately to its partners, as a result of which, among other things, (i)
the Trust Shares were distributed to the Trust; (ii) the Holdings Shares were
distributed to Holdings; (iii) 284,430 of the CFS Shares were distributed to
G-1; (iv) 1,553,214 of the CFS Shares were distributed to G-2; and (v)
4,467,925 of the CFS Shares were distributed to G-3. G-1 and G-2 subsequently
transferred 154,436 and 843,214, respectively, of their CFS Shares to G-3 for
an amount in cash based on the Price per Share. G-3 subsequently contributed
1,600,000 of the CFS Shares to the capital of CFH Capital in exchange for a
limited partnership interest therein. Currently, Holdings holds the Holdings
Shares, the Trust holds the Trust Shares, G-1 holds the G-1 Shares, G-2 holds
the G-2 Shares, G-3 holds the G-3 Shares and CFH Capital holds the CFH Capital
Shares. Each of Holdings, the Trust, G-1, G-2, G-3 and CFH Capital acquired,
and is holding, its respective Paired Shares for investment purposes.
Any of the Reporting Persons may purchase additional, or dispose of,
Paired Shares either in the open market or in private transactions, depending
on his or its evaluation of the Companies' business, prospects and financial
condition, the market for the Paired Shares, economic conditions, money and
stock market conditions and other future developments. In addition, the Series
A Preferred Stock may from time to time, in accordance with the terms and
conditions of the Series A Preferred Stock, be converted into Paired Shares.
Except as otherwise described in this Item 4, none of the Reporting Persons has
any plans or proposals which relate to or would result in (a) the acquisition
by any person of additional securities of the Companies, or the disposition of
securities by the Companies, (b) an extraordinary corporate transaction, such
as a merger, reorganization, or liquidation, involving the Companies or any of
their subsidiaries, (c) a sale or transfer of a material amount of the assets
of the Companies or any of their subsidiaries, (d) any change in the present
boards of directors or management of the Companies, including any plans or
proposals to change the number or term of directors or to fill any existing
vacancies on the Companies' boards of directors, (e) any material change in the
present capitalization or dividend policy of the Companies, (f) any other
material change in the
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Companies' business or corporate structure, (g) changes in either of the
Companies' charter, bylaws, or instruments corresponding thereto or other
actions which may impede the acquisition of control of the Companies by any
person, (h) causing a class of the securities of the Companies to be delisted
from a national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national securities
association, (i) a class of equity securities of either of the Companies
becoming eligible for termination of registration pursuant to Section 12(g)(4)
of the Act or (j) any action similar to any of those enumerated above.
AGREEMENT TO BE BOUND BY STANDSTILL AGREEMENT AND VOTING AGREEMENT.
On January 5, 1998, Patriot REIT, Wyndham International, G-1, G-2 and G-3
entered into an Agreement to be Bound by Standstill Agreement and Voting
Agreement (the "AGREEMENT TO BE BOUND"), a copy of which is attached hereto as
Exhibit 10.3 and incorporated by reference, pursuant to which each of G-1, G-2
and G-3 agreed to be bound by the terms and conditions of the Standstill
Agreement (as hereinafter defined) and the Voting Agreement (as hereinafter
defined). It is anticipated that (i) Holdings and the Trust will also become
parties to the Agreement to be Bound pursuant to the form of Agreement to be
Bound attached hereto as Exhibit 10.7 and incorporated herein by reference, and
(ii) CFH Capital will also become a party to the Agreement to be Bound pursuant
to the form of Agreement to be Bound attached hereto as Exhibit 10.8 and
incorporated herein by reference. The foregoing description of the Agreement
to be Bound is qualified in its entirety by reference to the copy of the
Agreement to be Bound, or the form thereof, attached hereto as Exhibit 10.3,
Exhibit 10.7 and Exhibit 10.8, respectively, and incorporated herein by
reference.
STANDSTILL AGREEMENT. Pursuant to the Agreement to be Bound, G-1, G-2
and G-3 are, and, upon execution of the Agreement to be Bound, Holdings, the
Trust and CFH Capital will be, bound by the terms and conditions of that
certain Standstill Agreement, dated as of January 5, 1998 (the "STANDSTILL
AGREEMENT"), between CFS and Patriot REIT, as if each of G-1, G-2, G-3,
Holdings, the Trust, and CFH Capital (each, a "STOCKHOLDER") was named therein
in place of CFS for purposes thereof.
Pursuant to the Standstill Agreement, each Stockholder agreed that,
with certain exceptions, during the Standstill Term (as defined below), neither
the Stockholder nor any of its affiliates will, without the prior written
consent of Patriot REIT, directly or indirectly purchase or otherwise acquire,
agree to acquire or become the beneficial owner of, any additional voting
securities or securities convertible into or exchangeable for, or which upon
redemption thereof, could result in the Stockholder receiving any voting
securities of Patriot REIT, Wyndham International or certain affiliates of
Patriot REIT (the "VOTING STOCK"). In addition, each Stockholder agreed that
neither it nor any of its affiliates will, without the prior written consent of
Patriot REIT, directly or indirectly transfer any shares of Voting Stock owned
by them as of the date of the Standstill Agreement or acquired thereafter with
certain exceptions, including transfers made in compliance with a right of
first refusal in favor of Patriot REIT and its designees, transfers to
affiliates and charitable entities, pledges to lenders, transfers pursuant to
tender offers recommended by the Board of Directors of Patriot REIT, transfers
pursuant to registrations under the Registration Rights Agreement (as defined
below) and transfers of less than 1% in any 30 day period pursuant to brokers'
transactions under Rule 144 under the Securities Act of 1933 (the "SECURITIES
ACT"). Pursuant to the Standstill Agreement, each Stockholder agreed that,
during the Standstill Term, neither it nor any of its affiliates will directly
or indirectly, or will solicit, request, advise, assist or encourage others
directly or indirectly, to (i) form or join or participate in a "partnership,
limited partnership, syndicate or other group" within the meaning of Section
13(d)(3) of the Exchange Act with respect to shares of Voting Stock or deposit
any Voting Stock in a voting trust, (ii) solicit proxies or written consents of
stockholders with respect to Voting Stock or make or participate in any
"solicitation" of any "proxy" (as such terms are defined in Rules 14a-1 and
14a-11 under the Exchange Act) to vote any shares of Voting Stock, or become a
"participant" in any election contest with respect to Patriot REIT or Wyndham
International, (iii) seek to call or to request the call of a special meeting
of the stockholders of Patriot REIT or Wyndham International or seek to make or
make a stockholder proposal at any meeting of stockholders of Patriot REIT or
Wyndham International, (iv) commence or announce any intention to commence any
tender offer for any shares of Voting Stock or file any Schedule 13D with
respect to Voting Stock (other than certain permitted Schedule 13D filings),
(v) make a proposal or bid with respect to, or publicly make or disclose any
proposal or bid with respect to, the acquisition of any substantial portion of
the assets of Patriot REIT or Wyndham International or of all or any portion of
the outstanding Voting Stock, or any merger, consolidation, other business
combination, restructuring, recapitalization or other business combination
involving Patriot REIT or Wyndham International, (vi) otherwise act alone or in
concert with others to seek to control or influence in any manner the
management, the Boards of Directors of Patriot REIT or Wyndham International
(other than with respect to an affiliate in such affiliate's capacity as a
director of Patriot REIT or Wyndham International at any meeting of the Board
of Directors of Patriot REIT or Wyndham International), (vii)
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<PAGE> 9
subject to certain exceptions, commence, join in or in any way participate in
any action, suit or proceeding of any kind, or directly or indirectly support
or encourage any administrative or investigative action or proceeding of any
nature against or involving Patriot REIT or Wyndham International or any of
their respective subsidiaries or officers or directors, or (viii) arrange or in
any way participate in any financing for any transaction referred to in the
foregoing clauses (i) through (vii) above, or (ix) publicly seek a waiver of
the foregoing restrictions.
The phrase "Standstill Term" means the period ending on the date which
is 18 months following the first date upon which any two of Paul A. Nussbaum,
James D. Carreker and Anne L. Raymond no longer actively serve as senior
executive officers of Patriot REIT or Wyndham International.
The foregoing description of the Standstill Agreement is qualified in
its entirety by reference to the copy of the Standstill Agreement attached
hereto as Exhibit 10.4 and incorporated herein by reference.
VOTING AGREEMENT. Pursuant to the Agreement to be Bound, each
Stockholder is bound by the terms and conditions of that certain Voting
Agreement, dated as of January 5, 1998 (the "VOTING AGREEMENT"), between CFS
and Patriot REIT, as if the Stockholder was named therein in place of CFS for
purposes thereof.
General. Pursuant to the Voting Agreement, the Post-Merger Management
Stockholders (as defined below) agreed that, from April 14, 1997 through
October 1, 2007, whenever there shall be submitted to the stockholders of
Patriot REIT or Wyndham International nominees for election to the Board of
Directors of Patriot REIT (the "PATRIOT REIT BOARD") or the Board of Directors
of Wyndham International (the "WYNDHAM INTERNATIONAL BOARD"), as the case may
be, the Post-Merger Management Stockholders shall vote, or to cause to be
voted, all of the shares of Patriot REIT Common Stock and Wyndham International
Common Stock then held by the Post-Merger Management Stockholders, whether
beneficially or of record, in favor of such nominees designated by Patriot REIT
or Wyndham International or the Patriot REIT Board or the Wyndham International
Board, as the case may be, and, unless otherwise requested by Patriot REIT or
Wyndham International, as the case may be, not in favor of any other nominees.
The phrase "Post-Merger Management Stockholders" means each
Stockholder, Paul A. Nussbaum, William W. Evans III, Leslie V. Bentley, James
D. Carreker, Stanley M. Koonce, Jr. and Anne L. Raymond.
Director Nominations. Pursuant to the Voting Agreement, from April
14, 1997 until the first date on which a Stockholder does not beneficially own
at least five percent (5%) of the lesser of (x) the sum of (i) the number of
then outstanding Paired Shares and (ii) the number of then outstanding shares
of the Series A Preferred Stock, or (y) the sum of (i) the number of Paired
Shares outstanding immediately after the merger (the "MERGER") of Wyndham Hotel
with an into Patriot REIT pursuant to the Merger Agreement, with Patriot REIT
being the surviving company, and (ii) the number of shares of Series A
Preferred Stock outstanding immediately after the Merger (the lesser of (x) and
(y) being the "Sum") (provided, however, that in the event the Standstill
Agreement is no longer in effect, then the Sum shall be calculated in the
manner prescribed by (x), irrespective of the number of shares computed
pursuant to (y)), each of Patriot REIT and Wyndham International agreed that,
if at the time thereof Harlan R. Crow or a designee of the Stockholder is not a
director of such corporation, (i) to propose as a nominee for election to the
board of directors of such corporation a designee of the Stockholder (which
need not be the same individual in each case) (a "Designee"), (ii) to include
the name of the applicable Designee as a nominee in its proxy card, (iii) to
recommend the election of the applicable Designee to its stockholders (if any
such recommendation is made by its board of directors as to any other nominee),
(iv) to solicit proxies on behalf of the Designee to the same extent proxies
are solicited on behalf of any other nominee for election to the board of
directors, and (v) to cause the attorneys-in-fact named in the proxy cards to
vote the shares in respect of which proxies are given for the election of the
Designee as a director unless such proxy cards give contrary instructions.
The foregoing description of the Voting Agreement is qualified in its
entirety by reference to the copy of the Voting Agreement attached hereto as
Exhibit 10.5 and incorporated herein by reference.
REGISTRATION RIGHTS AGREEMENT. Pursuant to the Agreement to be Bound,
each Stockholder is entitled to the benefits conferred thereon by that certain
Registration Rights Agreement (the "REGISTRATION RIGHTS AGREEMENT"), to be
entered into among Patriot REIT, Wyndham International, CFS and the other
parties signatory thereto (CFS and such
-9-
<PAGE> 10
other parties signatory thereto are referred to as the "REGISTRATION RIGHTS
HOLDERS"), as if the Stockholder was named therein in place of CFS as a
Registration Rights Holder for purposes thereof.
Pursuant to the Registration Rights Agreement, the Companies will be
required, subject to certain limitations and under certain conditions, to
register for sale to the public the Registrable Securities (as defined therein)
received by the Registration Rights Holders pursuant to that certain Stock
Purchase Agreement (as defined therein) and the Merger Agreement. The
Registration Rights Agreement will require the Companies to maintain a "shelf"
registration statement for a period of four years following the date thereof to
permit the resale of the Registrable Securities either directly by the
Registration Rights Holders to the public or through an underwritten public
offering. In addition, the Registration Rights Agreement will provide that any
Registration Rights Holder may require the Companies, upon written notice, to
register for sale such Registrable Securities (a "DEMAND REGISTRATION"),
provided that the total amount of Registrable Securities to be included in the
Demand Registration has a market value of at least $20 million and that notice
is not given less than nine months after the effective date of the previous
Demand Registration. If Registrable Securities are going to be registered by
the Companies pursuant to a Demand Registration, notice must be provided to the
other Registration Rights Holders of Registrable Securities and permit them to
include any and all Registrable Securities that they hold in the Demand
Registration, provided that the amount of Registrable Securities requested to
be registered may be limited by the underwriters in an underwritten public
offering based upon such underwriters' determination that inclusion of the
total amount of Registrable Securities requested for registration would
materially and adversely affect the success of the offering. Upon notice of a
Demand Registration, the Companies will be required to file a registration
statement within 60 days of the date on which such notice is given, although
the filing may be postponed for up to 90 days under certain circumstances.
Subject to the conditions stated or referred to above, the Registration Rights
Holders may request an unlimited number of Demand Registrations.
The Registration Rights Agreement will also provide that, subject to
certain exceptions, in the event that the Companies propose to file a
registration statement with respect to Registrable Securities, with the
exception of certain other types of registrations, the Companies will offer the
Registration Rights Holders the opportunity to register the number of
Registrable Securities they request to include (the "PIGGYBACK REGISTRATION"),
provided that the amount of Registrable Securities requested to be registered
may be limited by the underwriters in an underwritten public offering based on
such underwriters' determination that inclusion of the total amount of
Registrable Securities requested for registration would materially and
adversely affect the success of the offering. The Companies will be required to
pay all of the expenses of registration under the Registration Rights
Agreement, other than underwriting discounts and commissions. The Companies
will be required to have registered for sale to the public the Registrable
Securities received by the Registration Rights Holders (including Paired Shares
that are issuable upon conversion of shares of Series A Preferred Stock)
pursuant to the Stock Purchase Agreement and the Merger Agreement.
The foregoing description of the Registration Rights Agreement is
qualified in its entirety by reference to the copy of the form of Registration
Rights Agreement attached hereto as Exhibit 10.6 and incorporated herein by
reference.
Item 5. Interest in Securities of the Issuer.
(a) The aggregate number and percentage of Paired Shares
beneficially owned (identifying those Paired Shares for which there is a right
to acquire) by each of the Reporting Persons, and for all of the Reporting
Persons collectively, is set forth on Schedule II attached hereto and
incorporated herein in full by reference thereto.
(b) Schedule II attached hereto shows the number of Paired Shares
as to which there is sole power to vote or to direct the vote, shared power to
vote or to direct the vote, sole power to dispose or to direct the disposition
and shared power to dispose or to direct the disposition, for each of the
Reporting Persons. The applicable information required by Item 2 for each
person with whom the power to vote or to direct the vote or to dispose or to
direct the disposition is set forth in Item 2 above.
(c) CFS acquired the CFS Shares on January 5, 1998 pursuant to the
terms of the Merger Agreement. On January 8, 1998, CFS liquidated and
distributed its property, including cash, the CFS Shares and the Series A
Preferred Stock, proportionately to its partners, as a result of which, among
other things, (i) the Trust Shares were distributed to the Trust; (ii) the
Holdings Shares were distributed to Holdings; (iii) 284,430 of the CFS Shares
were distributed to G-1; (iv) 1,553,214 of the CFS Shares were distributed to
G-2; and (v) 4,467,925 of the CFS Shares were distributed to G-3.
-10-
<PAGE> 11
G-1 and G-2 subsequently transferred 154,436 and 843,214, respectively, of
their CFS Shares to G-3 for an amount in cash based on the Price per Share.
G-3 subsequently contributed 1,600,000 of the CFS Shares to the capital of CFH
Capital in exchange for a limited partnership interest therein. Currently,
Holdings holds the Holdings Shares, the Trust holds the Trust Shares, G-1 holds
the G-1 Shares, G-2 holds the G-2 Shares, G-3 holds the G-3 Shares, and CFH
Capital holds the CFH Capital Shares.
(c) Not applicable.
(d) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relations with Respect to
Securities of the Issuer.
Agreement to be Bound. See the discussion in Item 4 above.
Standstill Agreement. See the discussion in Item 4 above.
Voting Agreement. See the discussion in Item 4 above.
Registration Rights Agreement. See the discussion in Item 4 above.
Attached hereto as Exhibit 99.1 and incorporated herein by reference
is a copy of the Amended and Restated Agreement Among Filing Parties dated as
of March 25, 1998.
Item 7. Material to be Filed as Exhibits.
Exhibit 10.1- Agreement and Plan of Merger, dated as of April 14,
1997, as amended on November 3, 1997, is incorporated by reference to the
Companies' registration statement on Form S-4, Registration No. 333-39875
(Exhibits 2.1 and 2.2).
Exhibit 10.2- Amended and Restated Certificate of Incorporation of
Patriot REIT is incorporated by reference to the Companies' registration
statement on Form S-3, Registration No. 333-29671 (Exhibit 3.1).
Exhibit 10.3- Agreement to be Bound by Standstill Agreement and Voting
Agreement.*
Exhibit 10.4- Standstill Agreement, dated as of April 14, 1997, is
incorporated by reference to the Companies' registration statement on Form S-4,
Registration No. 333-39875 (Exhibit 10.9).
Exhibit 10.5- Voting Agreement, dated as of April 14, 1997, is
incorporated by reference to the Companies' registration statement on Form S-4,
Registration No. 333-39875 (Exhibit 10.10).
Exhibit 10.6- Form of Registration Rights Agreement is incorporated by
reference to the Companies' registration statement on Form S-4, Registration
No. 333-39875 (Exhibit 10.5).
Exhibit 10.7- Form of Agreement to be Bound by Standstill Agreement
and Voting Agreement, to be dated as of February 6, 1998 (filed herewith).
Exhibit 10.8- Form of Agreement to be Bound by Standstill Agreement
and Voting Agreement, to be dated as of February 27, 1998 (filed herewith).
Exhibit 99.1- Amended and Restated Agreement Among Filing Parties
(filed herewith).
- ------------------
* Previously filed.
-11-
<PAGE> 12
SCHEDULE I
CERTAIN INFORMATION REGARDING DIRECTORS,
EXECUTIVE OFFICERS AND CONTROLLING PERSONS OF
REPORTING PERSONS (OTHER THAN CROW)
1. MILL SPRING HOLDINGS, INC.
<TABLE>
<CAPTION>
Name and Position Business Address Present Occupation
----------------- ---------------- ------------------
<S> <C> <C>
Harlan R. Crow 3200 Trammell Crow Center Investor
Director, Chief Executive Officer 2001 Ross Avenue
and a principal stockholder Dallas, Texas 75201
Susan T. Groenteman 3200 Trammell Crow Center
Director and Executive Vice 2001 Ross Avenue
President Dallas, Texas 75201
Trammell S. Crow 3200 Trammell Crow Center Investor
Director 2001 Ross Avenue
Dallas, Texas 75201
James D. Carreker 3200 Trammell Crow Center
Director 2001 Ross Avenue
Dallas, Texas 75201
Anthony W. Dona 3200 Trammell Crow Center
Director and Executive Vice 2001 Ross Avenue
President Dallas, Texas 75201
Joel Ehrenkranz 3200 Trammell Crow Center
Director 2001 Ross Avenue
Dallas, Texas 75201
Thomas O. Hicks 3200 Trammell Crow Center
Director 2001 Ross Avenue
Dallas, Texas 75201
J. Ronald Terwilliger 3200 Trammell Crow Center
Director 2001 Ross Avenue
Dallas, Texas 75201
Charles R. Brindell, Jr. 3200 Trammell Crow Center
Vice President 2001 Ross Avenue
Dallas, Texas 75201
Ronald S. Brown 3200 Trammell Crow Center
Vice President 2001 Ross Avenue
Dallas, Texas 75201
Kevin Bryant 3200 Trammell Crow Center
Vice President and Secretary 2001 Ross Avenue
Dallas, Texas 75201
</TABLE>
-12-
<PAGE> 13
<TABLE>
<S> <C>
Thomas Burleson 3200 Trammell Crow Center
Vice President 2001 Ross Avenue
Dallas, Texas 75201
Linda S. Cade 3200 Trammell Crow Center
Vice President 2001 Ross Avenue
Dallas, Texas 75201
Jackie Close 3200 Trammell Crow Center
Vice President and Assistant 2001 Ross Avenue
Secretary Dallas, Texas 75201
Jeffrey C. Chavez 3200 Trammell Crow Center
Vice President 2001 Ross Avenue
Dallas, Texas 75201
Mary M. Hager 3200 Trammell Crow Center
Vice President 2001 Ross Avenue
Dallas, Texas 75201
James C. Hendricks 3200 Trammell Crow Center
Vice President 2001 Ross Avenue
Dallas, Texas 75201
Timothy J. Hogan 3200 Trammell Crow Center
Vice President 2001 Ross Avenue
Dallas, Texas 75201
Melissa Huber 3200 Trammell Crow Center
Vice President and Assistant 2001 Ross Avenue
Secretary Dallas, Texas 75201
Carol Kreditor 3200 Trammell Crow Center
Vice President 2001 Ross Avenue
Dallas, Texas 75201
Robert A. McClain 3200 Trammell Crow Center
Vice President 2001 Ross Avenue
Dallas, Texas 75201
Ann Murray 3200 Trammell Crow Center
Vice President 2001 Ross Avenue
Dallas, Texas 75201
Sarah Puckett 3200 Trammell Crow Center
Vice President 2001 Ross Avenue
Dallas, Texas 75201
John E. Thomas 3200 Trammell Crow Center
Vice President 2001 Ross Avenue
Dallas, Texas 75201
</TABLE>
-13-
<PAGE> 14
<TABLE>
<S> <C>
Philip J. Wise 3200 Trammell Crow Center
Vice President 2001 Ross Avenue
Dallas, Texas 75201
</TABLE>
2. THE TRAMMELL CROW 1994 REVOCABLE TRUST
<TABLE>
<CAPTION>
Name and Position Business Address Present Occupation
----------------- ---------------- ------------------
<S> <C> <C>
Harlan R. Crow 3200 Trammell Crow Center Investor
Trustee 2001 Ross Avenue
Dallas, Texas 75201
Trammell S. Crow 3200 Trammell Crow Center Investor
Trustee 2001 Ross Avenue
Dallas, Texas 75201
</TABLE>
3. G-1 SECURITIES, L.P.
<TABLE>
<CAPTION>
Name and Position Business Address Present Occupation
----------------- ---------------- ------------------
<S> <C>
CFHS, L.L.C. 3200 Trammell Crow Center
General Partner 2001 Ross Avenue
Dallas, Texas 75201
</TABLE>
4. G-2 SECURITIES, L.P.
<TABLE>
<CAPTION>
Name and Position Business Address Present Occupation
----------------- ---------------- ------------------
<S> <C>
CFHS, L.L.C. 3200 Trammell Crow Center
General Partner 2001 Ross Avenue
Dallas, Texas 75201
</TABLE>
5. G-3 SECURITIES, L.P.
<TABLE>
<CAPTION>
Name and Position Business Address Present Occupation
----------------- ---------------- ------------------
<S> <C>
CFHS, L.L.C. 3200 Trammell Crow Center
General Partner 2001 Ross Avenue
Dallas, Texas 75201
</TABLE>
6. CFH CAPITAL RESOURCES, L.P.
<TABLE>
<CAPTION>
Name and Position Business Address Present Occupation
----------------- ---------------- ------------------
<S> <C>
CFHS, L.L.C. 3200 Trammell Crow Center
General Partner 2001 Ross Avenue
Dallas, Texas 75201
</TABLE>
-14-
<PAGE> 15
7. CFHS, L.L.C.
<TABLE>
<CAPTION>
Name and Position Business Address Present Occupation
----------------- ---------------- ------------------
<S> <C>
Crow Family, Inc. 3200 Trammell Crow Center
Manager 2001 Ross Avenue
Dallas, Texas 75201
</TABLE>
8. CROW FAMILY, INC.
<TABLE>
<CAPTION>
Name and Position Business Address Present Occupation
----------------- ---------------- ------------------
<S> <C> <C>
Harlan R. Crow 3200 Trammell Crow Center Investor
Director, Chief Executive Officer 2001 Ross Avenue
and a principal stockholder Dallas, Texas 75201
Susan T. Groenteman 3200 Trammell Crow Center
Director and Executive Vice 2001 Ross Avenue
President Dallas, Texas 75201
Trammell S. Crow 3200 Trammell Crow Center Investor
Director 2001 Ross Avenue
Dallas, Texas 75201
James D. Carreker 3200 Trammell Crow Center
Director 2001 Ross Avenue
Dallas, Texas 75201
Anthony W. Dona 3200 Trammell Crow Center
Director and Executive Vice 2001 Ross Avenue
President Dallas, Texas 75201
Joel Ehrenkranz 3200 Trammell Crow Center
Director 2001 Ross Avenue
Dallas, Texas 75201
Thomas O. Hicks 3200 Trammell Crow Center
Director 2001 Ross Avenue
Dallas, Texas 75201
J. Ronald Terwilliger 3200 Trammell Crow Center
Director 2001 Ross Avenue
Dallas, Texas 75201
Charles R. Brindell, Jr. 3200 Trammell Crow Center
Vice President 2001 Ross Avenue
Dallas, Texas 75201
Ronald S. Brown 3200 Trammell Crow Center
Vice President 2001 Ross Avenue
Dallas, Texas 75201
</TABLE>
-15-
<PAGE> 16
<TABLE>
<S> <C>
Kevin Bryant 3200 Trammell Crow Center
Vice President and Secretary 2001 Ross Avenue
Dallas, Texas 75201
Thomas Burleson 3200 Trammell Crow Center
Vice President 2001 Ross Avenue
Dallas, Texas 75201
Linda S. Cade 3200 Trammell Crow Center
Vice President 2001 Ross Avenue
Dallas, Texas 75201
Jackie Close 3200 Trammell Crow Center
Vice President and Assistant 2001 Ross Avenue
Secretary Dallas, Texas 75201
Jeffrey C. Chavez 3200 Trammell Crow Center
Vice President 2001 Ross Avenue
Dallas, Texas 75201
Mary M. Hager 3200 Trammell Crow Center
Vice President 2001 Ross Avenue
Dallas, Texas 75201
James C. Hendricks 3200 Trammell Crow Center
Vice President 2001 Ross Avenue
Dallas, Texas 75201
Timothy J. Hogan 3200 Trammell Crow Center
Vice President 2001 Ross Avenue
Dallas, Texas 75201
Melissa Huber 3200 Trammell Crow Center
Vice President and Assistant 2001 Ross Avenue
Secretary Dallas, Texas 75201
Carol Kreditor 3200 Trammell Crow Center
Vice President 2001 Ross Avenue
Dallas, Texas 75201
Robert A. McClain 3200 Trammell Crow Center
Vice President 2001 Ross Avenue
Dallas, Texas 75201
Ann Murray 3200 Trammell Crow Center
Vice President 2001 Ross Avenue
Dallas, Texas 75201
Sarah Puckett 3200 Trammell Crow Center
Vice President 2001 Ross Avenue
Dallas, Texas 75201
</TABLE>
-16-
<PAGE> 17
<TABLE>
<S> <C>
John E. Thomas 3200 Trammell Crow Center
Vice President 2001 Ross Avenue
Dallas, Texas 75201
Philip J. Wise 3200 Trammell Crow Center
Vice President 2001 Ross Avenue
Dallas, Texas 75201
</TABLE>
-17-
<PAGE> 18
SCHEDULE II
REPORTING PERSONS
<TABLE>
<CAPTION>
Aggregate
Amount Percent of
Sole Shared Sole Shared of Shares Class
Voting Voting Dispositive Dispositive Beneficially Beneficially
Power Power Power Power Owned Owned
-------- ------- ------- ------ ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Mill Spring Holdings, Inc. -0- 38,936 -0- 38,936- 38,936 0.0%
The Trammel Crow 1994 -0- 82,712 -0- 82,712 82,712 0.1%
Revocable Trust
G-1 Securities, L.P. -0- 129,994 -0- 129,994 129,994 0.1%
G-2 Securities, L.P. -0- 710,000 -0- 710,000 710,000 0.8%
G-3 Securities, L.P. -0- 3,865,575 -0- 3,865,575 3,865,575 4.2%
CFH Capital Resources, -0- 1,600,000 -0- 1,600,000 1,600,000 1.8%
L.P.
CFHS, L.L.C. (1) -0- 6,305,569 -0- 6,305,569 6,305,569 6.9%
Crow Family, Inc. (2) -0- 6,305,569 -0- 6,305,569 6,305,569 6.9%
Harlan R. Crow (3) -0- 6,427,617 -0- 6,427,617 6,427,617 7.0%
--- --------- --- --------- --------- ---
TOTAL . . . . . . . -0- 6,427,617 -0- 6,427,617 6,427,617 7.0%
=== ========= === ========= ========= ===
</TABLE>
(1) Includes (a) 129,994 Paired Shares held of record by G-1, (b) 710,000
Paired Shares held of record by G-2, (c) 3,865,575 Paired Shares held
of record by G-3, and (d) 1,600,000 Paired Shares held of record by
CFH Capital, which Paired Shares could be attributed to CFHS as
general partner of G-1, G-2, G-3 and CFH Capital, respectively.
(2) Includes 6,305,569 Paired Shares attributable to CFHS, which Paired
Shares could be further attributed to CFI as the sole manager of CFHS.
(3) Includes (a) 6,305,539 Paired Shares held by G-1, G-2, G-3 and CFH
Capital, which shares may be deemed to be beneficially owned by Crow
as a director, Chief Executive Officer, and a principal stockholder of
CFI, (b) 38,936 Paired Shares held by Holdings, which shares may be
deemed to be beneficially owned by Crow as a director, Chief Executive
Officer, and a principal stockholder of Holdings, and (c) 82,712
Paired Shares held by the Trust, which shares may be deemed to be
beneficially owned by Crow as a trustee of the Trust.
The Reporting Persons expressly disclaim the existence of any "group"
(within the meaning of Section 13(d)(3) under the Securities Exchange Act of
1934).
-18-
<PAGE> 19
SIGNATURE
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.
DATED: March 25, 1998 MILL SPRING HOLDINGS, INC.
By: /s/ M. KEVIN BRYANT
----------------------------------------
M. Kevin Bryant
Vice President
DATED: March 25, 1998 THE TRAMMELL CROW 1994 REVOCABLE TRUST
By: /s/ HARLAN R. CROW
----------------------------------------
Harlan R. Crow
Trustee
DATED: March 25, 1998 G-1 SECURITIES, L.P., a Delaware
limited partnership
By: CFHS, L.L.C., a Delaware limited
liability company, as its sole general
partner
By: Crow Family, Inc., a Texas
corporation, as its sole manager
By: /s/ M. KEVIN BRYANT
----------------------------------------
M. Kevin Bryant
Vice President
DATED: March 25, 1998 G-2 SECURITIES, L.P., a Delaware limited
partnership
By: CFHS, L.L.C., a Delaware limited
liability company, as its sole general
partner
By: Crow Family, Inc., a Texas corporation,
as its sole manager
By: /s/ M. KEVIN BRYANT
----------------------------------------
M. Kevin Bryant
Vice President
[Signature Page - Amendment No. 1 to Schedule 13D - Page 1 of 2]
<PAGE> 20
DATED: March 25, 1998 G-3 SECURITIES, L.P., a Delaware limited
partnership
By: CFHS, L.L.C., a Delaware limited
liability company, as its sole general
partner
By: Crow Family, Inc., a Texas corporation,
as its sole manager
By: /s/ M. KEVIN BRYANT
----------------------------------------
M. Kevin Bryant
Vice President
DATED: March 25, 1998 CFH CAPITAL RESOURCES, L.P., a Texas
limited partnership
By: CFHS, L.L.C., a Delaware limited
liability company, as its sole general
partner
By: Crow Family, Inc., a Texas corporation,
as its sole manager
By: /s/ M. KEVIN BRYANT
----------------------------------------
M. Kevin Bryant
Vice President
DATED: March 25, 1998 CFHS, L.L.C., a Delaware limited liability
company
By: Crow Family, Inc., a Texas corporation,
as its sole manager
By: /s/ M. KEVIN BRYANT
----------------------------------------
M. Kevin Bryant
Vice President
DATED: March 25, 1998 CROW FAMILY, INC., a Texas corporation
By: /s/ M. KEVIN BRYANT
----------------------------------------
M. Kevin Bryant
Vice President
DATED: March 25, 1998 /s/ HARLAN R. CROW
-------------------------------------------
Harlan R. Crow
[Signature Page - Amendment No. 1 to Schedule 13D - Page 2 of 2]
<PAGE> 21
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
-------
<S> <C>
10.7 Form of Agreement to be Bound by Standstill Agreement and Voting
Agreement, to be dated as of February 6, 1998 (filed herewith).
10.8 Form of Agreement to be Bound by Standstill Agreement and Voting
Agreement, to be dated as of February 27, 1998 (filed herewith).
99.1 Amended and Restated Agreement Among Filing Parties (filed herewith).
</TABLE>
-21-
<PAGE> 1
EXHIBIT 10.7
FORM OF
AGREEMENT TO BE BOUND BY
STANDSTILL AGREEMENT AND VOTING AGREEMENT
THIS AGREEMENT TO BE BOUND BY STANDSTILL AGREEMENT AND VOTING
AGREEMENT (this "Agreement") is made as of the ___ day of February, 1998, by
Patriot American Hospitality, Inc., a Delaware corporation ("Patriot"), Wyndham
International, Inc. (formerly known as Patriot American Hospitality Operating
Company), a Delaware corporation ("Wyndham International"), Mill Spring
Holdings, Inc., a Texas corporation ("Holdings"), G-1 Securities, L.P., a
Delaware limited partnership ("G-1"), G-2 Securities, L.P., a Delaware limited
partnership ("G-2"), G-3 Securities, L.P., a Delaware limited partnership
("G-3"), and The Trammell Crow 1994 Revocable Trust (the "Trust").
RECITALS
WHEREAS, Patriot, CF Securities, L.P., a Texas limited partnership
("CF Securities"), and Wyndham International, are parties to a Standstill
Agreement dated as of April 14, 1997 (the "Standstill Agreement") and a Voting
Agreement of even date therewith (the "Voting Agreement"), each of which was
executed in connection with a Stock Purchase Agreement of even date therewith
(the "Stock Purchase Agreement") providing for the sale by CF Securities and
the purchase by Patriot of shares of common stock, par value $.01 per share, of
Wyndham Hotel Corporation, pursuant to which CF Securities received paired
shares of common stock, par value $.01 per share, of Patriot and shares of
common stock, par value $.01 per share, of Wyndham International ("Paired
Shares") and shares of Series A Preferred Stock, par value $.01 per share, of
Patriot ("Unpaired Shares");
WHEREAS, following the consummation of the transactions contemplated
by the Stock Purchase Agreement, CF Securities liquidated and in connection
therewith distributed to Holdings, G-1, G-2, G-3 and the Trust (collectively,
the "Distributees"), the Paired Shares and Unpaired Shares received by it
pursuant to the Stock Purchase Agreement;
WHEREAS, the Standstill Agreement places certain restrictions on
transfers of the Paired Shares and Unpaired Shares received by CF Securities
pursuant to the Stock Purchase Agreement but permits transfers to Affiliates
(as defined in the Standstill Agreement) such as the Distributees who (i)
execute an agreement with Patriot pursuant to which the Transferee (as defined
in the Standstill Agreement) agrees to be bound by all of the terms and
conditions of, and makes, as of a time immediately prior to such transfer, each
of the representations and warranties contained in the Standstill Agreement (as
if such Transferee were CF Securities for purposes thereof) and (ii) enter into
a voting agreement, identical in substance to the Voting Agreement, with
Patriot; and
WHEREAS, the Distributees wish to provide for the transfer by CF
Securities to the Distributees of Paired Shares and Unpaired Shares owned by CF
Securities in accordance with the terms of the Standstill Agreement;
<PAGE> 2
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Distributees hereby agree as follows:
1. Agreement to Be Bound by Standstill Agreement. Effective
immediately upon the liquidation of CF Securities and the distribution by CF
Securities to the Distributees of all Paired Shares and Unpaired Shares then
owned by it (the "Transfers"), each of the Distributees shall be bound by all
of the terms and conditions of, and hereby makes, effective as of the time
immediately preceding such distribution, each of the representations and
warranties contained in (applied to such Distributee as if such Distributee
were CF Securities for purposes thereof and with Exhibit A to the Standstill
Agreement being deemed amended to reflect the receipt by CF Securities of
Paired Shares and Unpaired Shares in exchange for its shares of common stock,
par value $.01 per share, of Wyndham Hotel Corporation pursuant to the Stock
Purchase Agreement) the Standstill Agreement.
2. Agreement to Be Bound by Voting Agreement. Effective
immediately upon the Transfers, each of the Distributees shall be bound by all
of the terms and conditions of, and entitled to all of the benefits of, the
Voting Agreement, with the Distributees being considered collectively to be the
"Stockholder" for all purposes of the Voting Agreement.
3. Consent of Patriot and Wyndham International. Patriot and
Wyndham International hereby consent to the Transfers.
4. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
-2-
<PAGE> 3
IN WITNESS WHEREOF, each of the parties hereto have executed this
Agreement as of the date first above written.
PATRIOT AMERICAN HOSPITALITY, INC.
By:
------------------------------------------
Name:
----------------------------------------
Title:
---------------------------------------
WYNDHAM INTERNATIONAL, INC.
By:
------------------------------------------
Name:
----------------------------------------
Title:
---------------------------------------
MILL SPRING HOLDINGS, INC.
By:
------------------------------------------
Susan T. Groenteman
Executive Vice President
G-1 SECURITIES, L.P., a Delaware limited
partnership
By: CFHS, L.L.C., a Delaware limited
liability company, as its sole
general partner
By: Crow Family, Inc., a Texas
corporation, as its sole manager
By:
------------------------------------------
Susan T. Groenteman
Executive Vice President
[Signature Page - Agreement to be Bound by Standstill Agreement and Voting
Agreement - Page 1 of 2]
<PAGE> 4
G-2 SECURITIES, L.P., a Delaware limited
partnership
By: CFHS, L.L.C., a Delaware limited
liability company, as its sole
general partner
By: Crow Family, Inc., a Texas
corporation, as its sole manager
By:
------------------------------------------
Susan T. Groenteman
Executive Vice President
G-3 SECURITIES, L.P., a Delaware limited
partnership
By: CFHS, L.L.C., a Delaware limited
liability company, as its sole
general partner
By: Crow Family, Inc., a Texas
corporation, as its sole manager
By:
------------------------------------------
Susan T. Groenteman
Executive Vice President
THE TRAMMELL CROW 1994 REVOCABLE TRUST
By:
------------------------------------------
Name:
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Title:
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[Signature Page - Agreement to be Bound by Standstill Agreement and Voting
Agreement - Page 2 of 2]
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EXHIBIT 10. 8
FORM OF
AGREEMENT TO BE BOUND BY
STANDSTILL AGREEMENT AND VOTING AGREEMENT
THIS AGREEMENT TO BE BOUND BY STANDSTILL AGREEMENT AND VOTING
AGREEMENT (this "Agreement") is made as of the ___ day of February, 1998, by
Patriot American Hospitality, Inc., a Delaware corporation ("Patriot"), Wyndham
International, Inc. (formerly known as Patriot American Hospitality Operating
Company), a Delaware corporation ("Wyndham International") and CFH Capital
Resources, L.P., a Texas limited partnership ("CFH").
RECITALS
WHEREAS, Patriot, CF Securities, L.P., a Texas limited partnership
("CF Securities"), and Wyndham International, are parties to a Standstill
Agreement dated as of April 14, 1997 (the "Standstill Agreement") and a Voting
Agreement of even date therewith (the "Voting Agreement"), each of which was
executed in connection with a Stock Purchase Agreement of even date therewith
(the "Stock Purchase Agreement") providing for the sale by CF Securities and
the purchase by Patriot of shares of common stock, par value $.01 per share, of
Wyndham Hotel Corporation, pursuant to which CF Securities received paired
shares of common stock, par value $.01 per share, of Patriot and shares of
common stock, par value $.01 per share, of Wyndham International ("Paired
Shares") and shares of Series A Preferred Stock, par value $.01 per share, of
Patriot ("Unpaired Shares");
WHEREAS, following the consummation of the transactions contemplated
by the Stock Purchase Agreement, CF Securities liquidated and in connection
therewith distributed to its partners, including G-3 Securities, L.P., a
Delaware limited partnership ("G-3"), the Paired Shares and Unpaired Shares
received by it pursuant to the Stock Purchase Agreement;
WHEREAS, G-3 has contributed 1,600,000 Paired Shares to CFH in
exchange for an equity interest therein;
WHEREAS, the Standstill Agreement places certain restrictions on
transfers of the Paired Shares and Unpaired Shares received by CF Securities
pursuant to the Stock Purchase Agreement but permits transfers to Affiliates
(as defined in the Standstill Agreement) such as G-3 and CFH who (i) execute an
agreement with Patriot pursuant to which the Transferee (as defined in the
Standstill Agreement) agrees to be bound by all of the terms and conditions of,
and makes, as of a time immediately prior to such transfer, each of the
representations and warranties contained in the Standstill Agreement (as if
such Transferee were CF Securities for purposes thereof) and (ii) enter into a
voting agreement, identical in substance to the Voting Agreement, with Patriot;
and
WHEREAS, CFH wishes to provide for the transfer by G-3 to CFH of
Paired Shares owned by G-3 in accordance with the terms of the Standstill
Agreement;
<PAGE> 2
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, CFH hereby agrees as follows:
1. Agreement to Be Bound by Standstill Agreement. Effective
immediately upon the contribution to CFH of 1,600,000 Paired Shares (the
"Transfer"), CFH shall be bound by all of the terms and conditions of, and
hereby makes, effective as of the time immediately preceding such distribution,
each of the representations and warranties contained in (applied to CFH as if
CFH were CF Securities for purposes thereof and with Exhibit A to the
Standstill Agreement being deemed amended to reflect the receipt by CF
Securities of Paired Shares and Unpaired Shares in exchange for its shares of
common stock, par value $.01 per share, of Wyndham Hotel Corporation pursuant
to the Stock Purchase Agreement) the Standstill Agreement.
2. Agreement to Be Bound by Voting Agreement. Effective
immediately upon the Transfer, CFH shall be bound by all of the terms and
conditions of, and entitled to all of the benefits of, the Voting Agreement,
with CFH being considered collectively to be the "Stockholder" for all purposes
of the Voting Agreement.
3. Consent of Patriot and Wyndham International. Patriot and
Wyndham International hereby consent to the Transfer.
4. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
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PATRIOT AMERICAN HOSPITALITY, INC.
By:
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Name:
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Title:
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WYNDHAM INTERNATIONAL, INC.
By:
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Name:
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Title:
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G-3 SECURITIES, L.P., a Delaware limited
partnership
By: CFHS, L.L.C., a Delaware limited
liability company, as its sole
general partner
By: Crow Family, Inc., a Texas
corporation, as its sole manager
By:
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Susan T. Groenteman
Executive Vice President
CFH CAPITAL RESOURCES, L.P., a Texas limited
partnership
By: CFHS, L.L.C., a Delaware limited
liability company, as its general
partner
By: Crow Family, Inc., a Texas
corporation, as its sole manager
By:
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Susan T. Groenteman
Executive Vice President
<PAGE> 1
EXHIBIT 99.1
AMENDED AND RESTATED AGREEMENT AMONG FILING PARTIES
THIS AGREEMENT is made and entered into on March 25, 1998, by and
among Mill Spring Holdings, Inc., a Texas corporation, The Trammell Crow 1994
Revocable Trust, a Texas trust, G-1 Securities, L.P., a Delaware limited
partnership, G-2 Securities, L.P., a Delaware limited partnership, G-3
Securities, L.P., a Delaware limited partnership, CFH Capital Resource, L.P., a
Texas limited partnership, CFHS, L.L.C., a Delaware limited liability company,
Crow Family, Inc., a Texas corporation, and Harlan R. Crow, (collectively
referred to herein as the "FILING PARTIES").
WHEREAS, Rule 13d-1(f)(1)(iii) under the Securities Exchange Act of
1934, as amended (the "ACT"), requires that, when a Schedule 13D is filed on
behalf of more than one person, an agreement be executed and filed as an
exhibit to the Schedule 13D reflecting that the Schedule 13D is being filed on
behalf of all such persons:
NOW, THEREFORE, in consideration of the premises and the mutual
promises stated herein, the Filing Parties hereby agree as follows:
(i) Each Filing Party agrees that a single Schedule 13D (and any
amendments thereto) shall be filed jointly on behalf of all the Filing Parties
with respect to the paired shares of common stock, $.01 par value per share, of
Patriot American Hospitality, Inc., a Delaware corporation, and common stock,
$.01 par value per share, of Wyndham International, Inc. (formerly known as
Patriot American Hospitality Operating Company), a Delaware corporation.
(ii) Each Filing Party acknowledges and agrees that, pursuant to
Rule 13d-1(f)(1) under the Act, each Filing Party individually is (i) eligible
to use the Schedule 13D and (ii) responsible for the timely filing of such
Schedule 13D and any amendments thereto and for the completeness and accuracy
of the information concerning such Filing Party contained in such Schedule 13D.
None of the Filing Parties, however, shall be responsible for the completeness
or accuracy of information concerning any other Filing Party contained in such
Schedule 13d, or any amendments thereto, unless such Filing Party knows or has
reason to believe that such information is incomplete or inaccurate.
(iii) This agreement shall not be assignable by any Filing Party.
Any assignment in violation of the foregoing shall be null and void.
(iv) This agreement shall terminate upon the written notice of
termination given by any Filing Party to the other Filing Parties.
(v) This agreement may be executed in several counterparts, each
of which shall be deemed to be an original copy hereof.
<PAGE> 2
IN WITNESS WHEREOF, each of the undersigned has hereby executed this
Amended and Restated Agreement Among Filing Parties as of the date or dates
indicated below.
DATED: March 25, 1998 MILL SPRING HOLDINGS, INC.
By: /s/ M. KEVIN BRYANT
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M. Kevin Bryant
Vice President
DATED: March 25, 1998 THE TRAMMELL CROW 1994 REVOCABLE TRUST
By: /s/ HARLAN R. CROW
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Harlan R. Crow
Trustee
DATED: March 25, 1998 G-1 SECURITIES, L.P., a Delaware limited
partnership
By: CFHS, L.L.C., a Delaware limited
liability company, as its sole general
partner
By: Crow Family, Inc., a Texas corporation,
as its sole manager
By: /s/ M. KEVIN BRYANT
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M. Kevin Bryant
Vice President
DATED: March 25, 1998 G-2 SECURITIES, L.P., a Delaware limited
partnership
By: CFHS, L.L.C., a Delaware limited
liability company, as its sole general
partner
By: Crow Family, Inc., a Texas corporation,
as its sole manager
By: /s/ M. KEVIN BRYANT
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M. Kevin Bryant
Vice President
[Signature Page - Amended and Restated Agreement Among Filing Parties -
Page 1 of 2]
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DATED: March 25, 1998 G-3 SECURITIES, L.P., a Delaware limited
partnership
By: CFHS, L.L.C., a Delaware limited
liability company, as its sole general
partner
By: Crow Family, Inc., a Texas corporation,
as its sole manager
By: /s/ M. KEVIN BRYANT
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M. Kevin Bryant
Vice President
DATED: March 25, 1998 CFH CAPITAL RESOURCES, L.P., a Texas limited
partnership
By: CFHS, L.L.C., a Delaware limited
liability company, as its sole general
partner
By: Crow Family, Inc., a Texas corporation,
as its sole manager
By: /s/ M. KEVIN BRYANT
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M. Kevin Bryant
Vice President
DATED: March 25, 1998 CFHS, L.L.C., a Delaware limited liability
company
By: Crow Family, Inc., a Texas corporation,
as its sole manager
By: /s/ M. KEVIN BRYANT
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M. Kevin Bryant
Vice President
DATED: March 25, 1998 CROW FAMILY, INC., a Texas corporation
By: /s/ M. KEVIN BRYANT
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M. Kevin Bryant
Vice President
DATED: March 25, 1998 /s/ HARLAN R. CROW
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Harlan R. Crow
[Signature Page - Amended and Restated Agreement Among Filing Parties -
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