<PAGE>
<TABLE>
(Commission File Number): 001-09319
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<S> <C>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
_________________________
Date of Report (Date of earliest event reported) : APRIL 2, 1998
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)
___________________________________ ___________________________________
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) 862-1000 (214) 863-1000
(Name, Address, Including Zip Code, and (Name, Address, Including Zip Code, and
Telephone Number, Including Zip Code, and Telephone Number, Including Zip Code, and
of Agent for Service) of Agent for Service)
__________________________
copies to:
GILBERT G. MENNA, P.C.
KATHRYN I. MURTAGH, ESQ.
GOODWIN, PROCTER & HOAR LLP
EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109-2881
(617) 570-1000
__________________________
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<PAGE>
ITEM 5. OTHER EVENTS.
On April 2, 1998, Patriot American Hospitality, Inc. ("Patriot") and
Wyndham International, Inc. ("Wyndham International"), whose shares of common
stock are paired and trade together as a single unit on the New York Stock
Exchange, announced that the United States District Court for the District of
Maryland denied a request by Marriott International, Inc. ("Marriott") for a
temporary restraining order to block the proposed merger of Interstate Hotels
Company ("Interstate") into Patriot and Wyndham International (the "Patriot-
Interstate Merger"). For a more detailed discussion, reference is hereby made to
the press release issued on April 2, 1998 attached hereto as Exhibit 99.1.
Also on April 2, 1998, Patriot and Interstate announced that their
respective shareholders voted overwhelmingly in favor of approving the proposed
merger of Interstate into Patriot. The United States Court of Appeals for the
Fourth Circuit instructed the parties not to close the merger before noon of
April 2, 1998 to permit the appeals court to consider a request by Marriott for
a temporary injunction pending expedited appeal of the District Court decision
denying injunctive relief. For a more detailed discussion, reference is hereby
made to the press release issued on April 2, 1998 attached hereto as Exhibit
99.2.
On April 3, 1998, Patriot and Interstate jointly announced that a judge of
the United States Court of Appeals for the Fourth Circuit has ordered the
parties not to close the merger of Interstate with and into Patriot pending
review by a three judge panel of the Fourth Circuit of an appeal brought by
Marriott to the United States District Court's denial of Marriott's motion for
injunctive relief. Marriott has filed an expedited appeal of this ruling to the
Fourth Circuit and the judge's ruling was designed to allow a three judge panel
of the Fourth Circuit an opportunity to hear the appeal. Both Patriot and
Interstate have requested an immediate hearing of Marriott's appeal of the
District Court's order and anticipate such a hearing will occur promptly. Both
Patriot and Interstate remain committed to completing the merger as
expeditiously as possible following the lifting of any legal constraints. For a
more detailed discussion, reference is hereby made to the press release issued
jointly by Patriot, Wyndham International and Interstate on April 3, 1998
attached hereto as Exhibit 99.3.
On April 6, 1998, Patriot and Interstate announced that the Fourth Circuit
Court of Appeals has scheduled a hearing for Wednesday, April 8, at 2:30 p.m. to
hear an appeal by Marriott to the order of the United States District Court
denying Marriott's motion for a preliminary injunction against the Patriot-
Interstate Merger. Patriot and Interstate announced that they are prepared to
complete the merger promptly, pending the outcome of this hearing. For a more
detailed discussion, reference is hereby made to the press release issued on
April 6, 1998 attached hereto as Exhibit 99.4.
Also on April 6, 1998, Patriot announced the completion of its acquisition
of all the issued and to-be-issued shares of Arcadian International, P.L.C., a
leading hotel developer and operator based in the United Kingdom, for 60 pence
per share. Including the exercise of all outstanding options, the assumption of
debt and the acquisition of the remaining shares in the
2
<PAGE>
Malmaison Group, the total transaction is valued at # 179 million (U.S. $296
million). Patriot expects to acquire the remaining equity interests in the
Arcadian hotels and the Malmaison brand through a separate transaction. For a
more detailed discussion, reference is hereby made to the press release issued
on April 6, 1998 attached hereto as Exhibit 99.5.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit
-------
99.1 Press Release by Patriot American Hospitality, Inc.
99.2 Press Release by Patriot American Hospitality, Inc.
99.3 Press Release by Patriot American Hospitality, Inc.
99.4 Press Release by Patriot American Hospitality, Inc.
99.5 Press Release by Patriot American Hospitality, Inc.
3
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be filed on its behalf by the
undersigned thereunto duly authorized.
PATRIOT AMERICAN HOSPITALITY, INC.
Dated: April 7, 1998 By: /s/ Lawrence S. Jones
-------------------------------------
Name: Lawrence S. Jones
Title: Executive Vice President and Treasurer
WYNDHAM INTERNATIONAL, INC.
By: /s/ Lawrence S. Jones
--------------------------------------
Name: Lawrence S. Jones
Title: Executive Vice President and Treasurer
4
<PAGE>
EXHIBIT 99.1
PATRIOT AMERICAN HOSPITALITY INTERSTATE HOTELS COMPANY
1950 STEMMONS FREEWAY FOSTER PLAZA TEN
SUITE 6001 680 ANDERSEN DRIVE
DALLAS, TX 75207 PITTSBURGH, PA 15220
NYSE: PAH NYSE: IHC
AT PATRIOT AMERICAN HOSPITALITY:
- -------------------------------
MEDIA INQUIRIES: ANALYST INQUIRES:
Suzanne Cottraux Mike Silverman
V.P. of Corporate Communications V.P. of Finance
& Investor Relations (214) 863-1265
(214) 863-1258
AT INTERSTATE HOTELS COMPANY:
- ----------------------------
Lisa O'Connor
Director of Finance and Investor Relations
(412) 937-3319
FOR IMMEDIATE RELEASE
APRIL 2, 1998
PATRIOT AMERICAN HOSPITALITY, INC. AND INTERSTATE MERGER
CLEARED BY COURT TO PROCEED AS PLANNED
DALLAS, TX AND PITTSBURGH, PA - APRIL 2, 1998 -- PATRIOT AMERICAN HOSPITALITY,
INC., WHOSE SHARES ARE PAIRED (NYSE: PAH) AND TRADE AS A SINGLE UNIT WITH THOSE
OF WYNDHAM INTERNATIONAL, INC., AND INTERSTATE HOTELS COMPANY (NYSE: IHC) today
announced that the United States District Court for the District of Maryland
denied a request by Marriott International, Inc. (NYSE: MAR) for a temporary
restraining order to block the proposed merger of Interstate into Patriot
American and Wyndham International.
ABOUT PATRIOT AMERICAN HOSPITALITY, INC. AND WYNDHAM INTERNATIONAL, INC.
Based in Dallas, Texas, Patriot American Hospitality, Inc. (NYSE: PAH) is
currently the nation's second-largest hotel real estate investment trust (REIT)
with a portfolio currently comprised of 230 owned, managed, leased or franchised
hotels with more than 60,000 rooms. Wyndham International, Inc., comprised of
the Luxury Hotel Division, the Wyndham Hotel Group, the Management Services
Group and the Asset Management Group, leases, manages and franchises primarily
upscale hotel and resort properties represented by its proprietary brands, and
provides management services for third-party owned hotels and resorts.
ABOUT INTERSTATE HOTELS COMPANY
Based on Pittsburgh, Pennsylvania, Interstate Hotels Company is the largest
independent hotel management company in the United States. As of March 1, 1998,
Interstate owned, managed, leased or performed related services for a portfolio
of 214 hotels, totaling 43,447 rooms. The Company owns or has controlling
interest in 41 hotels.
<PAGE>
EXHIBIT 99.2
PATRIOT AMERICAN HOSPITALITY INTERSTATE HOTELS COMPANY
1950 STEMMONS FREEWAY FOSTER PLAZA TEN
SUITE 6001 680 ANDERSEN DRIVE
DALLAS, TX 75207 PITTSBURGH, PA 15220
NYSE: PAH NYSE: IHC
AT PATRIOT AMERICAN HOSPITALITY:
- -------------------------------
MEDIA INQUIRIES: ANALYST INQUIRES:
Suzanne Cottraux Mike Silverman
V.P. of Corporate Communications V.P. of Finance
& Investor Relations (214) 863-1265
(214) 863-1258
AT INTERSTATE HOTELS COMPANY:
- ----------------------------
Lisa O'Connor
Director of Finance and Investor Relations
(412) 937-3319
FOR IMMEDIATE RELEASE
APRIL 2, 1998
PATRIOT AMERICAN/INTERSTATE MERGER
RECEIVES SHAREHOLDER APPROVAL
DALLAS AND PITTSBURGH, APRIL 2, 1998 - PATRIOT AMERICAN HOSPITALITY, INC., WHOSE
SHARES ARE PAIRED (NYSE: PAH) AND TRADE AS A SINGLE UNIT WITH THOSE OF WYNDHAM
INTERNATIONAL, INC., AND INTERSTATE HOTELS COMPANY (NYSE: IHC) announced that
their shareholders overwhelmingly voted to approve the proposed merger of
Interstate into Patriot. Earlier today, the United States District Court for the
District of Maryland denied a request by Marriott International, Inc. for a
temporary restraining order to block the merger. The United States Court of
Appeals for the Fourth Circuit has instructed the parties not to close the
merger before noon tomorrow, Friday, April 3rd, to permit the appeals court to
consider a request by Marriott for a temporary injunction pending expedited
appeal of the District Court decision denying injunctive relief.
ABOUT PATRIOT AMERICAN HOSPITALITY, INC. AND WYNDHAM INTERNATIONAL, INC.
Based in Dallas, Texas, Patriot American Hospitality, Inc. (NYSE: PAH) is
currently the nation's second-largest hotel real estate investment trust (REIT)
with a portfolio currently comprised of 230 owned, managed, leased or franchised
hotels with more than 60,000 rooms. Wyndham International, Inc., comprised of
the Luxury Hotel Division, the Wyndham Hotel Group, the Management Services
Group and the Asset Management Group, leases, manages and franchises primarily
upscale hotel and resort properties represented by its proprietary brands, and
provides management services for third-party owned hotels and resorts.
ABOUT INTERSTATE HOTELS COMPANY
Based in Pittsburgh, Pennsylvania, Interstate Hotels Company is the largest
independent hotel management company in the United States. As of April 1, 1998,
Interstate owned, managed, leased or performed related services for a portfolio
of 214 hotels, totaling 43,447 rooms. The Company owns or has controlling
interest in 41 hotels.
<PAGE>
EXHIBIT 99.3
PATRIOT AMERICAN HOSPITALITY INTERSTATE HOTELS COMPANY
1950 STEMMONS FREEWAY FOSTER PLAZA TEN
SUITE 6001 680 ANDERSEN DRIVE
DALLAS, TX 75207 PITTSBURGH, PA 15220
NYSE: PAH NYSE: IHC
AT PATRIOT AMERICAN HOSPITALITY:
- -------------------------------
MEDIA INQUIRIES: ANALYST INQUIRES:
Suzanne Cottraux Mike Silverman
V.P. of Corporate Communications V.P. of Finance
& Investor Relations (214) 863-1265
(214) 863-1258
AT INTERSTATE HOTELS COMPANY:
- ----------------------------
Lisa O'Connor
Director of Finance and Investor Relations
(412) 937-3319
FOR IMMEDIATE RELEASE
APRIL 3, 1998
PATRIOT AMERICAN HOSPITALITY, INC., WYNDHAM
INTERNATIONAL, INC. AND INTERSTATE HOTELS COMPANY
UPDATE STATUS OF LEGAL PROCEEDINGS REGARDING
MERGER OF PATRIOT AND INTERSTATE
DALLAS AND PITTSBURGH, APRIL 3, 1998 - PATRIOT AMERICAN HOSPITALITY, INC., WHOSE
SHARES ARE PAIRED WITH THOSE OF WYNDHAM INTERNATIONAL, INC. (NYSE: PAH), AND
INTERSTATE HOTELS COMPANY (NYSE: IHC) JOINTLY ANNOUNCED TODAY THAT A JUDGE OF
THE UNITED STATES COURT OF APPEALS FOR THE FOURTH CIRCUIT HAS ORDERED THE
PARTIES NOT TO CLOSE THE MERGER OF INTERSTATE WITH AND INTO PATRIOT PENDING
REVIEW BY A THREE JUDGE PANEL OF THE FOURTH CIRCUIT OF AN APPEAL BROUGHT BY
MARRIOTT INTERNATIONAL, INC. (NYSE: MI) to the United States District Court's
denial of Marriott's motion for a preliminary injunction against the merger. On
March 30, Marriott filed suit in the District Court seeking a preliminary
injunction against the merger. On April 2, the District Court denied Marriott's
motion for injunctive relief. Marriott has filed an expedited appeal of this
ruling to the Fourth Circuit and the judge's ruling today is designed to allow a
three judge panel of the Fourth Circuit an opportunity to hear this appeal.
Both Patriot and Interstate have requested an immediate hearing of Marriott's
appeal of the District Court's order and anticipate such a hearing will occur
promptly. Both Patriot and Interstate remain committed to completing the merger
as expeditiously as possible following the lifting of any legal restraints.
ABOUT PATRIOT AMERICAN HOSPITALITY, INC. AND WYNDHAM INTERNATIONAL, INC.
Based in Dallas, Texas, Patriot American Hospitality, Inc. (NYSE: PAH) is
currently the nation's second-largest hotel real estate investment trust (REIT)
with a portfolio currently comprised of 230 owned, managed, leased or franchised
hotels with more than 60,000 rooms. Wyndham International, Inc., comprised of
the Luxury Hotel Division, the Wyndham Hotel Group, the Management Services
Group and the Asset Management Group, leases, manages and franchises primarily
upscale hotel and resort properties represented by its proprietary brands, and
provides management services for third-party owned hotels and resorts.
ABOUT INTERSTATE HOTELS COMPANY
Based in Pittsburgh, Pa., Interstate Hotels Company is the largest independent
hotel management company in the United States. As of April 1, 1998, Interstate
owned, managed, leased or performed related services for a portfolio of 214
hotels, totaling 43,447 rooms. The Company owns or has a controlling interest in
41 hotels.
FORWARD LOOKING STATEMENTS
This press release contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Actual results and the timing of certain events could
differ materially from those set forth in the forward-looking statements.
<PAGE>
EXHIBIT 99.4
PATRIOT AMERICAN HOSPITALITY INTERSTATE HOTELS COMPANY
1950 STEMMONS FREEWAY FOSTER PLAZA TEN
SUITE 6001 680 ANDERSEN DRIVE
DALLAS, TX 75207 PITTSBURGH, PA 15220
NYSE: PAH NYSE: IHC
AT PATRIOT AMERICAN HOSPITALITY:
- -------------------------------
MEDIA INQUIRIES: ANALYST INQUIRES:
Suzanne Cottraux Mike Silverman
V.P. of Corporate Communications V.P. of Finance
& Investor Relations (214) 863-1265
(214) 863-1258
AT INTERSTATE HOTELS COMPANY:
- ----------------------------
Lisa O'Connor
Director of Finance and Investor Relations
(412) 937-3319
FOR IMMEDIATE RELEASE
APRIL 6, 1998
PATRIOT AMERICAN HOSPITALITY, INC. AND INTERSTATE HOTELS
COMPANY ANNOUNCE SCHEDULEING OF COURT HEARING
DALLAS, APRIL 6, 1998 - PATRIOT AMERICAN HOSPITALITY, INC. AND WYNDHAM
INTERNATIONAL, INC., WHOSE SHARES (NYSE: PAH) ARE PAIRED AND TRADE AS A SINGLE
UNIT, AND INTERSTATE HOTELS COMPANY (NYSE: IHC) JOINTLY ANNOUNCED TODAY THAT THE
FOURTH CIRCUIT COURT OF APPEALS HAS SCHEDULED A HEARING FOR WEDNESDAY, APRIL 8,
AT 2:30 P.M. TO HEAR AN APPEAL BY MARRIOTT INTERNATIONAL, INC. (NYSE: MAR) to
the order of the United States District Court denying Marriott's motion for a
preliminary injunction against Interstate's merger with and into Patriot.
Patriot American and Interstate announced that they are prepared to complete the
merger promptly, pending the outcome of this hearing.
ABOUT PATRIOT AMERICAN HOSPITALITY, INC. AND WYNDHAM INTERNATIONAL, INC.
Based in Dallas, Texas, Patriot American Hospitality, Inc. (NYSE: PAH) is
currently the nation's second-largest hotel real estate investment trust (REIT)
with a portfolio currently comprised of 230 owned, managed, leased or franchised
hotels with more than 60,000 rooms. Wyndham International, Inc., comprised of
the Luxury Hotel Division, the Wyndham Hotel Group, the Management Services
Group and the Asset Management Group, leases, manages and franchises primarily
upscale hotel and resort properties represented by its proprietary brands, and
provides management services for third-party owned hotels and resorts.
ABOUT INTERSTATE HOTELS COMPANY
Based in Pittsburgh, Pennsylvania, Interstate Hotels Company is the largest
independent hotel management company in the United States. As of April 1, 1998,
Interstate owned, managed, leased or performed related services for a portfolio
of 214 hotels, totaling 43,447 rooms. The Company owns or has a controlling
interest in 41 hotels.
<PAGE>
EXHIBIT 99.5
PATRIOT AMERICAN HOSPITALITY INTERSTATE HOTELS COMPANY
1950 STEMMONS FREEWAY FOSTER PLAZA TEN
SUITE 6001 680 ANDERSEN DRIVE
DALLAS, TX 75207 PITTSBURGH, PA 15220
NYSE: PAH NYSE: IHC
AT PATRIOT AMERICAN HOSPITALITY:
- -------------------------------
MEDIA INQUIRIES: ANALYST INQUIRES:
Suzanne Cottraux Mike Silverman
V.P. of Corporate Communications V.P. of Finance
& Investor Relations (214) 863-1265
(214) 863-1258
AT INTERSTATE HOTELS COMPANY:
- ----------------------------
Lisa O'Connor
Director of Finance and Investor Relations
(412) 937-3319
FOR IMMEDIATE RELEASE
APRIL 6, 1998
PATRIOT AMERICAN HOSPITALITY, INC. COMPLETES ACQUISITION OF ARCADIAN
INTERNATIONAL PLC ACQUISITION OF EUROPEAN HOTEL OPERATOR
REPRESENTS PATRIOT'S FIRST INTERNATIONAL TRANSACTION;
CONTRIBUTTES PROPRIETARY MALMAISON BRAND TO PORTFOLIO
AND IS EXPECTED TO ENHANCE INTERNATIONAL
EXPANSION OF WYNDHAM AND GRANT HERITAGE PROPRIETARY BRANDS
DALLAS, APRIL 6, 1998 - REPRESENTING THE FIRST INTERNATIONAL CORPORATE
ACQUISITION IN ITS HISTORY, PATRIOT AMERICAN HOSPITALITY, INC. (NYSE: PAH),
whose shares are paired with Wyndham International, Inc. and trade as a single
unit, today announced the completion of its acquisition of all the issued and
to-be-issued shares of Arcadian International, P.L.C., a leading hotel developer
and operator based in the United Kingdom, for 60 pence per share. Including the
exercise of all outstanding options, the assumption of debt and the acquisition
of the remaining shares in the Malmaison Group, the total transaction is valued
at approximately (Pounds)179 million (U.S. $296 million) which includes
Patriot's acquisition of 10 owned hotel properties throughout England; one owned
hotel in Jersey; five owned and managed Malmaison Hotels; two resorts under
development in Tuscany, Italy and Paris, France; and, the proprietary Malmaison
brand name, designated by Cunard/Tatler magazine as "Best Hotel in the World
Under (Pounds)100 Per Night." Patriot American also acquired Arcadian's 50%
partnership interest in the redevelopment of the luxury Great Eastern Hotel in
London, to be branded as a flagship Wyndham Hotel and operated by Wyndham
International once the development has been completed. Patriot American expects
to acquire the remaining equity interest in the Arcadian hotels and the
Malmaison brand through a separate transaction.
According to Paul A. Nussbaum, chairman and chief executive officer of Patriot
American, "Our acquisition of Arcadian marks an exciting beginning to the
implementation of our international
<PAGE>
expansion strategy, which we are positioned to capitalize on by virtue of our
ability to manage our owned hotel assets," he said. "We believe that
international expansion contributes to our primary strategy of becoming a world-
class hotel company, while providing our shareholders and customers greater
value through increased earnings potential and a wider distribution of hotels
marketed worldwide through our reservations systems, respectively. We are also
confident that this acquisition will facilitate future growth opportunities for
our proprietary Wyndham brand, which is not currently represented in Europe or
the United Kingdom, as well as the diversification of the Grand Heritage name,
currently associated with a preferred reservations and marketing system but not
known as a hotel brand there.
According to James D. Carreker, chairman and chief executive officer of Wyndham
International, "In addition, through the combination of the experienced
Arcadian management team, our Grand Heritage sales and management professionals
based throughout the U.K., and the operational and marketing strength of
Wyndham, we will have created a network of operational expertise which will
function, post-acquisition, as yet another division in Wyndham International and
which will provide an important pipeline for future acquisitions opportunities
abroad," he said.
Mr. Nussbaum said that through the acquisition of the Malmaison hotel brand, the
transaction provides the company with an exciting pan-European proprietary brand
whose distribution can be broadened throughout Europe via the conversion of
existing and to-be-acquired hotels, while also providing an important foundation
upon which to expand globally.
Robert Breare, chief executive officer of Arcadian International, will continue
in this position as part of Wyndham International; he and his team will maintain
offices in England.
ABOUT THE ARCADIAN PORTFOLIO
Consisting of 12 highly distinctive hotels characterized by historical or
architectural interest, extensive grounds, substantial conference and banquet
facilities and award-winning restaurants, the Arcadian portfolio has achieved an
impressive reputation for style, quality service and superior food and beverage
operations. The majority of the hotels occupy historic mansions, some dating
from the 17th and 18th centuries, with modern bedrooms and leisure club
extensions. Arcadian International is considered a market leader in corporate
conferencing and leisure break facilities within its niche in the United
Kingdom.
ABOUT THE MALMAISON BRAND
Named after Malmaison, the original home of Josephine and Napoleon on the
outskirts of Paris, the Malmaison brand was originally created in 1994 by the
internationally respected hotelier Ken McCulloch and Robert Breare, chief
executive officer of Arcadian International. The first Malmaisons opened
concurrently in the Port of Leith, Edinburgh, and in the heart of Glasgow's city
center. By mid-April, the Malmaison brand will have expanded its presence to
four other major United Kingdom cities with a planned roll-out to gateway cities
throughout Europe. The recipient of five major industry awards in the last three
years, the Malmaison concept is described as classic contemporary hotels with
traditional French Brasseries catering primarily to the business and corporate
traveler. Significant emphasis is placed on the quality of the Malmaisons' food
and beverage operations, centered around the philosophy of "the simple things
done well" and characterized by the best of produce, great wines, fast service
and affordable prices.
ABOUT THE ARCADIAN PROPERTIES
<PAGE>
Nutfield Priory, Redhill Housed in a Victorian mansion built in 1872 outside of
Redhill, with convenient rail service to London, the 60-room Nutfield Priory
sits amid 35 acres on Nutfield Ridge. A primary conference destination for
London and close to London's M25 orbital motorway, the hotel, distinguished by
full-length stained glass neo-Gothic windows, traditional stone construction and
pitched tile roofs, features 10 separate meeting rooms, an award-winning health
facility, swimming pool, squash courts, an oak-paneled library appointed with a
lounge and bar, and the vaulted Cloisters Restaurant. The hotel's guest rooms,
corridors and staircases currently are being refurbished.
BRANDSHATCH PLACE, KENT
Located between London and Maidstone, the 41-room Brandshatch Place was built in
1806 in the village of Fawkham Green and is easily accessible from London City
Airport, Gatwick International Airport, Ashford International station, which
offers rail service to Paris and Brussels, and the Channel ports of Folkestone
and Dover. A primary conference destination for London and close to London's M25
orbital motorway ,this hotel features seven conference and banquet rooms, two
lounges, Frederick's Health and Leisure Club with indoor pool, spa, squash
courts, aerobic studio, snooker room and gym, and the Hatchwood Restaurant. A
refurbishment of the hotel's rooms, swimming pool, changing rooms and gym is
currently underway.
L'HORIZON, JERSEY
With its beach-front location at the center of St. Brelade's Bay on the popular
resort island of Jersey, also considered a leading European financial center
with daily flights to several European destinations, the 107-room L'Horizon is
considered Jersey's leading hotel, attracting corporate, conference and leisure
guests. The hotel features five conference/function rooms, a health and leisure
club with indoor pool, spa, mini-gym, steam room and salon, the Star Grill
Restaurant and the Brasserie, a bar and restaurant in the health club. Most of
the guest rooms and suites have ocean views and either balconies or terraces.
Recently, the hotel underwent a total refurbishment of most of the guest rooms
and all public areas.
ETTINGTON PARK, STRATFORD
Close to Birmingham and the M40 motorway between London and the Midlands, and
less than 10 minutes from the historic Stratford-upon-Avon, the 48-room
Ettington Park is a Victorian Gothic mansion constructed in 1865 and replete
with gables and chimneys, a corner tower, pointed windows, stained glass, stone
mouldings and carvings. Situated amid 40 acres bordered by the River Stour, the
hotel is accentuated by formal gardens, all-weather tennis courts and the old
village church of Ettington. Each of the hotel's 48 rooms are individually
decorated and furnished, offering views of the Victorian gardens and surrounding
countryside. The hotel offers five conference and function rooms, a health spa,
the Great Drawing Room, the Library Bar and the Oak Room restaurant. The
addition of 20 guest rooms is currently in the planning stages.
PRIEST HOUSE, DERBY
Situated on the site of an old mill complex, the 45-room Priest House is now a
modern conference, leisure and banquet hotel proximate to Derby, Leicester and
Nottingham. The stone cottage, old water wheels and a few 17th- century Rook
Cottages comprise the historic portions of this facility, which offers seven
conference/function rooms, a business centre, the Mille Fleame restaurant, the
Riverside Pub and a small Malt Bar. The hotel is planning a 40-room expansion
and the addition of a leisure club in the near future.
<PAGE>
THE HAYCOCK, PETERBOROUGH
Originally built in the 16th century as a coach inn close to Peterborough, the
Haycock is within an hour's travel of Cambridge, and as a result of its
proximity to the main north-south arterial routes, has become an important
conference destination for the East Midlands region. Situated on four acres
embellished with award-winning gardens, petanque courts, and the village cricket
pitch, the hotel offers 51 guest rooms, several conference rooms plus six board
rooms, The Orchard brasserie, the Tapestry Restaurant, and a lounge. As part of
a $1.5 million renovation, a leisure club and conservatory will be constructed
and the Orchard Room extended.
MOLLINGTON BANASTRE, CHESTER
Located just north of Chester, overlooking the Cheshire Plain, the 64-room
Mollington Banastre hotel is convenient to Manchester, with easy access to two
airports, Liverpool Speke and Manchester International Airport. While originally
built as a private country house in 1854, the hotel has become a leading
corporate conference center with equal appeal to leisure guests, offering seven
conference/function rooms, Le Sportif Health and Leisure Club, the Garden Room
lounge and restaurant, and a bar and brasserie. Another 36 rooms are scheduled
for development, in addition to the refurbishment of the property's guest rooms,
public areas and meeting rooms, and the extension of the leisure club.
WOODLANDS PARK, COBHAM
An impressive Victorian mansion set amidst 17 acres between the commuter towns
of Cobham and Leatherhead, the 59-room Woodlands Park hotel is easily accessible
from both Heathrow and Gatwick airports, as well as local attractions including
the famous Epsom Downs and Sandown Park racecourses and the Chessington World of
Adventures, a well-known adventure park and zoo. A primary conference
destination for London and close to London's M25 orbital motorway ,the hotel
features seven conference rooms, as well as the Cornwall and Lancaster suites
which, combined, form the extensive Prince of Wales Suite to accommodate
conference groups and large social functions. In addition to the award-winning
Oak Room restaurant, the hotel features a bar and brasserie. Last year, 40 of
the hotel's 59 rooms were refurbished.
WOOD HALL, WEATHERBY
Built in 1750 as a private mansion, then used as a school and a pastoral center,
Wood Hall was converted to a 43-room hotel in 1988, with the original Georgian
features of the property preserved. The hotel is just a short drive northeast
from Leeds and easily accessible from the Manchester and Leeds/Bradford
airports. Additionally, the hotel is convenient to several destinations of
interest including the historic city of York and the famous spa town of
Harrogate. Wood Hall features five conference rooms, a health and leisure club,
including an indoor pool and solarium, the Oak Room Bar, Drawing Room and the
Georgian Restaurant. The property recently was redecorated and the public areas
refurbished.
ROOKERY HALL, NANTWICH
Converted from a Georgian mansion built in 1816 to a chateau-style mansion in
1867, Rookery Hill is situated amidst 38 acres of gardens and wooded parkland
near Worleston, just a few miles from Nantwich and Crewe and approximately an
hour from Manchester Airport. In the 1980s, Rookery Hall was extended to
accommodate a large conference room and, in 1990, the Georgian stables were
extensively converted to provide a separate conference center with additional
guest rooms. Today, Rookery Hill features five conference and function rooms,
as well as the self-contained Coach House conference center, a helipad, the
Drawing Room and Salon, and the
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Victorian Restaurant. Future expansion may include additional guest rooms and a
health and leisure club.
CHILSTON PARK, MAIDSTONE
Constructed in the 17th century, the 53-room Chilston Park hotel is close to the
M20 motorway between London and the Channel ports, and is easily accessible via
Eurostar services from Paris, Brussels, and the Gatwick and Heathrow
international airports. The classical brick mansion has been enhanced by a
modern glass conservatory, opened last summer, and a converted stable block and
row of cottages retrofitted as meeting rooms and guest rooms. The hotel features
eight conference and function rooms, plus the Library; two small dining rooms
used in conjunction with private dining rooms; the majestic Renaissance Hall and
Marble Hall; and a large lounge, bar and snooker room. Guests also enjoy the
grounds, which feature several gardens, a lake, tennis court and croquet lawn.
LE MANOIR DE GRESSY, PANS
Located in the village of Gressy, just 10 minutes from Paris' Charles de Gaulle
International Airport, the 90-room Le Manoir de Gressy was opened in 1993 as a
business and conference hotel. In addition to its seven conference and function
rooms, the hotel features a business center, fitness facilities, a heated
outdoor pool, tennis courts, a lounge and the main restaurant, Le Cellier du
Manoir. The hotel has been designated as the headquarters for FIFA, the
organizing body of the 1998 Soccer World Cup.
ABOUT ARCADIAN INTERNATIONAL PLC
Based in Surrey, England, Arcadian International PLC is a leading developer of
hotels in the United Kingdom. The wider Arcadian Group owns 11 hotels, partially
owns and operates five Malmaison hotels, and is a 50 percent joint venture
partner with Conran, a famous London designer and restaurateur, on the Great
Eastern Hotel project in the City of London. The company also has two
developments underway, Villa Saletta in Tuscany, Italy and Chateau de Bessy near
Eurodisney in Paris, France.
ABOUT PATRIOT AMERICAN HOSPITALITY, INC. AND WYNDHAM INTERNATIONAL, INC.
Based in Dallas, Texas, 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 241 owned, managed, leased or franchised hotels
and resorts with more than 60,000 rooms and, paired together with Wyndham
International, is one of only two paired-share hotel REITs in the country.
Wyndham International, comprised of the Luxury Hotel Division, the Wyndham Hotel
Group, the Management Services Group and the Asset Management Group, leases,
manages and franchises primarily upscale hotel and resort properties represented
by its proprietary brands, including Wyndham Hotels, Wyndham Resorts, Wyndham
Garden Hotels, Wyndham Grand Heritage, Carefree Resorts, Grand Bay Hotels,
Registry Resorts and ClubHouse Inns, and provides management services for third-
party owned hotels and resorts.
FORWARD-LOOKING STATEMENT
This press release contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Actual results and the timing of certain events could
differ materially from those set forth in the forward-looking statements.
