<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 01, 1998
REGISTRATION STATEMENT NOS. 333-65339, 333-65339-01
- - - --------------------------------------------------------------------------------
- - - --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
REGISTRATION STATEMENT
ON FORM S-3 UNDER
THE SECURITIES ACT OF 1933
---------------------
<TABLE>
<S> <C>
PATRIOT AMERICAN HOSPITALITY, INC. WYNDHAM INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in its (Exact Name of Registrant as Specified in its
Charter) Charter)
DELAWARE DELAWARE
(State or Other Jurisdiction of Incorporation or (State or Other Jurisdiction of Incorporation or
Organization) 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, TX 75207 Dallas, TX 75207
(214) 863-1000 (214) 863-1000
(Address, Including Zip Code and Telephone Number, Including Area Code, of Registrant's Principal
Executive Office)
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, TX 75207 Dallas, TX 75207
(214) 863-1000 (214) 863-1000
(Name, Address, Including Zip Code and Telephone Number, Including Area Code, of Agent for Service)
</TABLE>
--------------------------
Copies to:
GILBERT G. MENNA, P.C.
MARTIN CARMICHAEL III, P.C.
GOODWIN, PROCTER & HOAR LLP
EXCHANGE PLACE BOSTON, MA 02109-2881
(617) 570-1000
--------------------------
Approximate date of commencement of proposed sale to public:
As soon as practicable after this registration statement becomes effective.
--------------------------
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. /X/
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
- - - --------------------------------------------------------------------------------
- - - --------------------------------------------------------------------------------
<PAGE>
PATRIOT AMERICAN HOSPITALITY, INC.
WYNDHAM INTERNATIONAL, INC.
EXPLANATORY NOTE
------------------------------
Patriot American Hospitality, Inc. and Wyndham International, Inc. are
filing this post-effective amendment purusant to Rule 462(d) under the
Securities Act of 1933, as amended, to file Exhibit 8.1 and Exhibit 23.1A to
the registration statement.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.*
<TABLE>
<S> <C>
Registration fee(1)............................................... $ 104,541
Printing fees and expenses........................................ 15,000
Legal fees and expenses........................................... 50,000
Accounting fees and expenses...................................... 30,000
Miscellaneous..................................................... 10,000
---------
Total............................................................. $ 159,541
---------
---------
</TABLE>
- - - ------------------------
* Fees and expenses are estimated with the exception of the registration fee.
(1) The amount of this Registration Fee includes a fee in the amount of $92,925,
which was previously paid.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Pursuant to Section 145 of the DGCL, each of the Corporation Charter and the
Operating Company Charter includes a provision which eliminates any personal
liability for a director to the Corporation or the Operating Company, as the
case may be, and to the stockholders, for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Corporation or the Operating Company, as the
case may be, or to the stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) in connection with certain unlawful dividend payments or stock redemptions
or repurchases or (iv) for any transaction from which such director derived an
improper personal benefit. In addition, the Corporation Charter and the
Operating Company Charter each provide that if the DGCL is amended to authorize
the further elimination or limitation of the personal liability of directors,
then the liability of a director of the Corporation or the Operating Company
shall be eliminated or limited to the fullest extent permitted by the DGCL, as
so amended.
Article VII of each of the Corporation Bylaws and the Operating Company
Bylaws provides for indemnification by the Corporation or the Operating Company,
as the case may be, of their respective officers, directors and the officers and
directors of their respective subsidiaries to the fullest extent permitted by
Section 145 of the DGCL, as amended from time to time and the Corporation and
the Operating Company may, by action of their respective Board of Directors,
indemnify all other persons the Corporation or the Operating Company may
indemnify under the DGCL.
ITEM 16. EXHIBITS.
<TABLE>
<C> <S>
4.1(1) Agreement (the "Pairing Agreement"), dated February 15, 1983 and as
amended February 18, 1988, between Bay Meadows Operating Company and
California Jockey Club (f/k/a Bay Meadows Realty Enterprises, Inc.), as
amended (incorporated by reference to Exhibit 4.3 to California Jockey
Club's and Bay Meadows Operating Company's Registration Statement on
Form S-2, and to Exhibit 4.2 to California Jockey Club's and Bay Meadows
Operating Company's Annual Report on Form 10-K for the year ended
December 31, 1987 (Nos. 001-09319 and 001-09320).
4.1(2) Amendment No. 2 to the Pairing Agreement (incorporated by reference to
Exhibit 4.2 to Patriot American Hospitality, Inc.'s and Wyndham
International, Inc.'s Registration Statement on Form S-4 (Nos. 333-39875
and 333-39875-01)).
</TABLE>
II-1
<PAGE>
<TABLE>
<C> <S>
4.1(3) Amendment No. 3 to the Pairing Agreement (incorporated by reference on
Exhibit 4.3 to Patriot American Hospitality, Inc.'s and Wyndham
International, Inc.'s Registration Statement on Form S-4 (Nos. 333-44203
and 333-44203-01)).
4.2 Cooperation Agreement, dated December 18, 1997, between Patriot American
Hospitality, Inc. and Wyndham International, Inc. (incorporated by
reference to Exhibit 4.4 to Patriot American Hospitality, Inc.'s and
Wyndham International, Inc.'s Registration Statement on Form S-4 (Nos.
333-44203 and 333-44203-01)).
5.1 Opinion of Goodwin, Procter & Hoar LLP as to legality of securities being
offered.
*8.1 Opinion of Goodwin, Procter & Hoar LLP as to tax matters (incorporated
by reference to the same-numbered exhibit to Patriot American Hospitality,
Inc's and Wyndham International, Inc.'s Registration Statement on Form S-3
(Nos. 333-51779, 333-51779-01)).
23.1 Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1).
*23.1A Consent of Goodwin, Procter & Hoar LLP
23.2 Consent of Ernst & Young LLP, Dallas, Texas.
23.3 Consent of Ernst & Young LLP, Seattle, Washington.
23.4 Consent of Ernst & Young LLP, Phoenix, Arizona.
23.5 Consent of Ernst & Young LLP, Miami, Florida.
23.6 Consent of Ernst & Young LLP, San Juan, Puerto Rico.
23.6A Consent of Ernst & Young LLP, Wichita, Kansas.
23.7 Consent of PricewaterhouseCoopers LLP, Pittsburgh, Pennsylvania.
23.8 Consent of PricewaterhouseCoopers LLP, Dallas, Texas.
23.9 Consent of PricewaterhouseCoopers LLP, Phoenix, Arizona.
23.10 Consent of PricewaterhouseCoopers LLP, Tampa, Florida.
23.11 Consent of Pannell Kerr Forster PC, Alexandria, Virginia.
23.12 Consent of PricewaterhouseCoopers LLP, Miami, Florida.
23.13 Consent of Deloitte & Touche LLP, Houston, Texas.
23.14 Consent of Arthur Andersen LLP, Dallas, Texas.
23.15 Consent of Arthur Andersen, London, United Kingdom.
24.1 Powers of Attorney (included on signature pages to the Registration
Statement).
99.1 Purchase Agreement, dated as of April 6, 1998, by and among Patriot
American Hospitality, Inc., Wyndham International, Inc., PaineWebber
Incorporated and PaineWebber Financial Products, Inc. (incorporated by
reference to the same-numbered exhibit to Patriot American Hospitality,
Inc.'s and Wyndham International, Inc.'s Registration Statement on Form
S-3 (Nos. 333-58705 and 333-58705-01)).
99.2 Purchase Price Adjustment Mechanism Agreement, dated as of April 6, 1998,
by and among Patriot American Hospitality, Inc., Wyndham International,
Inc., PaineWebber Incorporated and PaineWebber Financial Products, Inc.
(incorporated by reference to Exhibit 10.3 to the Companies' Quarterly
Report on Form 10-Q for the quarter ended June 30, 1998) (Nos. 001-09319
and 001-09320).
99.3 Letter Agreement, dated July 30, 1998, by and among Patriot American
Hospitality, Inc., Wyndham International, Inc. and PaineWebber Financial
Products, Inc. (incorporated by reference to the same-numbered exhibit
to Patriot American Hospitality, Inc.'s and Wyndham International,
Inc.'s Registration Statement on Form S-3 (Nos. 333-58705 and
333-58705-01)).
99.4 Letter Agreement, dated August 14, 1998, by and among Patriot American
Hospitality, Inc., Wyndham International, Inc. and PaineWebber Financial
Products, Inc. (incorporated by reference to Exhibit 10.4 to the
Companies' Quarterly Report on Form 10-Q for the quarter ended June 30,
1998) (Nos. 001-09319 and 001-09320).
</TABLE>
II-2
<PAGE>
<TABLE>
<C> <S>
99.5 Purchase Agreement, dated as of February 26, 1998, by and among Patriot
American Hospitality, Inc., Wyndham International, Inc., and NMS
Services, Inc. (incorporated by reference to Exhibit 10.5 to the
Companies' Quarterly Report on Form 10-Q for the quarter ended June 30,
1998) (Nos. 001-09319 and 001-09320).
99.6 Purchase Price Adjustment Mechanism, dated as of February 26, 1998, by and
among Patriot American Hospitality, Inc., Wyndham International, Inc.,
and NMS Services, Inc. (incorporated by reference to Exhibit 10.6 to the
Companies' Quarterly Report on Form 10-Q for the quarter ended June 30,
1998) (Nos. 001-09319 and 001-09320).
99.7 Amendment to Agreements, dated as of August 14, 1998, by and among Patriot
American Hospitality, Inc., Wyndham International, Inc. and NationsBanc
Mortgage Capital Corporation (incorporated by reference to Exhibit 10.7
to the Companies' Quarterly Report on Form 10-Q for the quarter ended
June 30, 1998) (Nos. 001-09319 and 001-09320).
99.8 Purchase Agreement, dated December 31, 1997, by and among Patriot American
Hospitality, Inc., Patriot American Hospitality Operating Company, UBS
Limited and Union Bank of Switzerland. (incorporated by reference to
Exhibit 10.8 to the Companies' Quarterly Report on Form 10-Q for the
quarter ended June 30, 1998) (Nos. 001-09319 and 001-09320).
99.9 Forward Stock Contract, dated as of December 31, 1997, by and among
Patriot American Hospitality, Inc., Patriot American Hospitality
Operating Company, and Union Bank of Switzerland. (incorporated by
reference to Exhibit 10.9 to the Companies' Quarterly Report on Form
10-Q for the quarter ended June 30, 1998) (Nos. 001-09319 and
001-09320).
99.10 Letter Agreement, dated as of August 14, 1998, by and among Patriot
American Hospitality, Inc., Wyndham International, Inc. and UBS AG,
London Branch (incorporated by reference to Exhibit 10.10 to the
Companies' Quarterly Report on Form 10-Q for the quarter ended June 30,
1998) (Nos. 001-09319 and 001-09320).
99.11 Letter Agreement, dated September 11, 1998, by and among Patriot American
Hospitality, Inc., Wyndham International, Inc. and UBS AG, London Branch
(incorporated by reference to the same-numbered exhibit to Patriot
American Hospitality, Inc.'s and Wyndham International, Inc.'s
Registration Statement on Form S-3 (Nos. 333-58705 and 333-58705-01)).
99.12 Letter, dated September 15, 1998, from PaineWebber Financial Products,
Inc. to Patriot American Hospitality, Inc. and Wyndham International,
Inc. (incorporated by reference to the same-numbered exhibit to Patriot
American Hospitality, Inc.'s and Wyndham International, Inc.'s
Registration Statement on Form S-3 (Nos. 333-58705 and 333-58705-01)).
99.13 Letter Agreement, dated September 30, 1998, by and among Patriot American
Hospitality, Inc., Wyndham International, Inc. and PaineWebber Financial
Products, Inc.
</TABLE>
- - - ------------------------
* Filed herewith
II-3
<PAGE>
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high and of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price represent
no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) herein do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof; and
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in
the Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid
by a director, officer, or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of
such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of the
Registrants has duly caused this Post-Effective Amendment No. 1 to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Dallas, State of Texas, November 30, 1998.
<TABLE>
<S> <C> <C> <C>
PATRIOT AMERICAN HOSPITALITY, INC. WYNDHAM INTERNATIONAL, INC.
By: /s/ PAUL A. NUSSBAUM /s/ JAMES D. CARREKER
---------------------------------------- ----------------------------------------
Paul A. Nussbaum James D. Carreker
Chairman of the Board, and Chief Chairman of the Board and Chief
Executive Officer Executive Officer
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated, each of whom also constitutes and
appoints Paul A. Nussbaum and John P. Bohlmann and each of them singly, his true
and lawful attorney-in-fact and agent, for him, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments to this Registration Statement and to
file the same and all exhibits thereto, and any other documents in connection
therewith with the Securities and Exchange Commission, granting unto each
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done as fully to all intent
and purposes as he might or could do in person, hereby ratifying and confirming
all that each attorney-in-fact and agent or his substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
<TABLE>
<CAPTION>
NAME TITLE DATE
- - - ------------------------------ ------------------------------ ---------------
<C> <S> <C>
Chairman of the Board of
Directors and Chief
/s/ PAUL A. NUSSBAUM Executive Officer, Patriot November 30,
- - - ------------------------------ American Hospitality, Inc. 1998
Paul A. Nussbaum (Principal Executive
Officer)
President, Chief Operating
* Officer and Director, November 30,
- - - ------------------------------ Patriot American 1998
William W. Evans III Hospitality, Inc.
Executive Vice President and
* Treasurer, Patriot American November 30,
- - - ------------------------------ Hospitality, Inc. (Principal 1998
Lawrence S. Jones Accounting Officer)
- - - ------------------------------ Director, Patriot American October , 1998
John H. Daniels Hospitality, Inc.
- - - ------------------------------ Director, Patriot American October , 1998
John C. Deterding Hospitality, Inc.
</TABLE>
II-5
<PAGE>
<TABLE>
<CAPTION>
NAME TITLE DATE
- - - ------------------------------ ------------------------------ ---------------
<C> <S> <C>
*
- - - ------------------------------ Director, Patriot American November 30, 1998
Gregory R. Dillon Hospitality, Inc.
- - - ------------------------------ Director, Patriot American
Arch K. Jacobson Hospitality, Inc.
*
- - - ------------------------------ Director, Patriot American November 30, 1998
James D. Carreker Hospitality, Inc.
*
- - - ------------------------------ Director, Patriot American November 30, 1998
Philip J. Ward Hospitality, Inc.
*
- - - ------------------------------ Director, Patriot American November 30, 1998
Harlan R. Crow Hospitality, Inc.
*
- - - ------------------------------ Director, Patriot American November 30, 1998
Milton Fine Hospitality, Inc.
--------------
By: /s/ PAUL A. NUSSBAUM
----------------------------------------
Attorney-in-fact
</TABLE>
II-6
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated, each of whom also constitutes and
appoints Paul A. Nussbaum and John P. Bohlmann and each of them singly, his true
and lawful attorney-in-fact and agent, for him, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments to this Registration Statement and to
file the same and all exhibits thereto, and any other documents in connection
therewith with the Securities and Exchange commission, granting unto each
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done as fully to all intent
and purposes as he might or could do in person, hereby ratifying and confirming
all that each attorney-in-fact and agent or his substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
<TABLE>
<CAPTION>
NAME TITLE DATE
- - - ------------------------------ -------------------------- -------------------
<S> <C> <C>
Chairman of the Board of
Directors and Chief
* Executive Officer,
- - - ------------------------------ Wyndham International, November 30, 1998
James D. Carreker Inc. (Principal
Executive Officer)
/s/ PAUL A. NUSSBAUM
- - - ------------------------------ Director, Wyndham November 30, 1998
Paul A. Nussbaum International, Inc.
President, Chief Operating
* Officer and Director,
- - - ------------------------------ Wyndham International, November 30, 1998
Karim Alibhai Inc.
Executive Vice President
and Treasurer, Wyndham
* International, Inc.
- - - ------------------------------ (Principal Financial November 30, 1998
Lawrence S. Jones Officer and Principal
Accounting Officer)
*
- - - ------------------------------ Director, Wyndham November 30, 1998
Arch K. Jacobson International, Inc.
*
- - - ------------------------------ Director, Wyndham November 30, 1998
Leonard Boxer International, Inc.
*
- - - ------------------------------ Director, Wyndham November 30, 1998
Burton C. Einspruch, M.D. International, Inc.
</TABLE>
II-7
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO.
- - - -----------
<C> <S>
4.1(1) Agreement (the "Pairing Agreement"), dated February 15, 1983 and as
amended February 18, 1988, between Bay Meadows Operating Company and
California Jockey Club (f/k/a Bay Meadows Realty Enterprises, Inc.), as
amended (incorporated by reference to Exhibit 4.3 to California Jockey
Club's and Bay Meadows Operating Company's Registration Statement on
Form S-2, and to Exhibit 4.2 to California Jockey Club's and Bay Meadows
Operating Company's Annual Report on Form 10-K for the year ended
December 31, 1987 (Nos. 001-09319 and 001-09320).
4.1(2) Amendment No. 2 to the Pairing Agreement (incorporated by reference to
Exhibit 4.2 to Patriot American Hospitality, Inc.'s and Wyndham
International, Inc.'s Registration Statement on Form S-4 (Nos. 333-39875
and 333-39875-01)).
4.1(3) Amendment No. 3 to the Pairing Agreement (incorporated by reference on
Exhibit 4.3 to Patriot American Hospitality, Inc.'s and Wyndham
International, Inc.'s Registration Statement on Form S-4 (Nos. 333-44203
and 333-44203-01)).
4.2 Cooperation Agreement, dated December 18, 1997, between Patriot American
Hospitality, Inc. and Wyndham International, Inc. (incorporated by
reference to Exhibit 4.4 to Patriot American Hospitality, Inc.'s and
Wyndham International, Inc.'s Registration Statement on Form S-4 (Nos.
333-44203 and 333-44203-01)).
5.1 Opinion of Goodwin, Procter & Hoar LLP as to legality of securities being
offered.
*8.1 Opinion of Goodwin, Procter & Hoar LLP as to tax matters (incorporated
by reference to the same-numbered exhibit to Patriot American Hospitality,
Inc's and Wyndham International, Inc.'s Registration Statement on Form S-3
(Nos. 333-51779, 333-51779-01)).
23.1 Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1).
*23.1A Consent of Goodwin, Procter & Hoar LLP
23.2 Consent of Ernst & Young LLP, Dallas, Texas.
23.3 Consent of Ernst & Young LLP, Seattle, Washington.
23.4 Consent of Ernst & Young LLP, Phoenix, Arizona.
23.5 Consent of Ernst & Young LLP, Miami, Florida.
23.6 Consent of Ernst & Young LLP, San Juan, Puerto Rico.
23.6A Consent of Ernst & Young LLP, Wichita, Kansas.
23.7 Consent of PricewaterhouseCoopers LLP, Pittsburgh, Pennsylvania.
23.8 Consent of PricewaterhouseCoopers LLP, Dallas, Texas.
23.9 Consent of PricewaterhouseCoopers LLP, Phoenix, Arizona.
23.10 Consent of PricewaterhouseCoopers LLP, Tampa, Florida.
23.11 Consent of Pannell Kerr Forster PC, Alexandria, Virginia.
23.12 Consent of PricewaterhouseCoopers LLP, Miami, Florida.
23.13 Consent of Deloitte & Touche LLP, Houston, Texas.
23.14 Consent of Arthur Andersen LLP, Dallas, Texas.
23.15 Consent of Arthur Andersen, London, United Kingdom.
24.1 Powers of Attorney (included on signature pages to the Registration
Statement).
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO.
- - - -----------
<C> <S>
99.1 Purchase Agreement, dated as of April 6, 1998, by and among Patriot
American Hospitality, Inc., Wyndham International, Inc., PaineWebber
Incorporated and PaineWebber Financial Products, Inc. (incorporated by
reference to the same-numbered exhibit to Patriot American Hospitality,
Inc.'s and Wyndham International, Inc.'s Registration Statement on Form
S-3 (Nos. 333-58705 and 333-58705-01)).
99.2 Purchase Price Adjustment Mechanism Agreement, dated as of April 6, 1998,
by and among Patriot American Hospitality, Inc., Wyndham International,
Inc., PaineWebber Incorporated and PaineWebber Financial Products, Inc.
(incorporated by reference to Exhibit 10.3 to the Companies' Quarterly
Report on Form 10-Q for the quarter ended June 30, 1998) (Nos. 001-09319
and 001-09320).
99.3 Letter Agreement, dated July 30, 1998, by and among Patriot American
Hospitality, Inc., Wyndham International, Inc. and PaineWebber Financial
Products, Inc. (incorporated by reference to the same-numbered exhibit
to Patriot American Hospitality, Inc.'s and Wyndham International,
Inc.'s Registration Statement on Form S-3 (Nos. 333-58705 and
333-58705-01)).
99.4 Letter Agreement, dated August 14, 1998, by and among Patriot American
Hospitality, Inc., Wyndham International, Inc. and PaineWebber Financial
Products, Inc. (incorporated by reference to Exhibit 10.4 to the
Companies' Quarterly Report on Form 10-Q for the quarter ended June 30,
1998) (Nos. 001-09319 and 001-09320).
99.5 Purchase Agreement, dated as of February 26, 1998, by and among Patriot
American Hospitality, Inc., Wyndham International, Inc., and NMS
Services, Inc. (incorporated by reference to Exhibit 10.5 to the
Companies' Quarterly Report on Form 10-Q for the quarter ended June 30,
1998) (Nos. 001-09319 and 001-09320).
99.6 Purchase Price Adjustment Mechanism, dated as of February 26, 1998, by and
among Patriot American Hospitality, Inc., Wyndham International, Inc.,
and NMS Services, Inc. (incorporated by reference to Exhibit 10.6 to the
Companies' Quarterly Report on Form 10-Q for the quarter ended June 30,
1998) (Nos. 001-09319 and 001-09320).
99.7 Amendment to Agreements, dated as of August 14, 1998, by and among Patriot
American Hospitality, Inc., Wyndham International, Inc. and NationsBanc
Mortgage Capital Corporation (incorporated by reference to Exhibit 10.7
to the Companies' Quarterly Report on Form 10-Q for the quarter ended
June 30, 1998) (Nos. 001-09319 and 001-09320).
99.8 Purchase Agreement, dated December 31, 1997, by and among Patriot American
Hospitality, Inc., Patriot American Hospitality Operating Company, UBS
Limited and Union Bank of Switzerland. (incorporated by reference to
Exhibit 10.8 to the Companies' Quarterly Report on Form 10-Q for the
quarter ended June 30, 1998) (Nos. 001-09319 and 001-09320).
99.9 Forward Stock Contract, dated as of December 31, 1997, by and among
Patriot American Hospitality, Inc., Patriot American Hospitality
Operating Company, and Union Bank of Switzerland. (incorporated by
reference to Exhibit 10.9 to the Companies' Quarterly Report on Form
10-Q for the quarter ended June 30, 1998) (Nos. 001-09319 and
001-09320).
99.10 Letter Agreement, dated as of August 14, 1998, by and among Patriot
American Hospitality, Inc., Wyndham International, Inc. and UBS AG,
London Branch (incorporated by reference to Exhibit 10.10 to the
Companies' Quarterly Report on Form 10-Q for the quarter ended June 30,
1998) (Nos. 001-09319 and 001-09320).
99.11 Letter Agreement, dated September 11, 1998, by and among Patriot American
Hospitality, Inc., Wyndham International, Inc. and UBS AG, London Branch
(incorporated by reference to the same-numbered exhibit to Patriot
American Hospitality, Inc.'s and Wyndham International, Inc.'s
Registration Statement on Form S-3 (Nos. 333-58705 and 333-58705-01)).
99.12 Letter, dated September 15, 1998, from PaineWebber Financial Products,
Inc. to Patriot American Hospitality, Inc. and Wyndham International,
Inc. (incorporated by reference to the same-numbered exhibit to Patriot
American Hospitality, Inc.'s and Wyndham International, Inc.'s
Registration Statement on Form S-3 (Nos. 333-58705 and 333-58705-01)).
99.13 Letter Agreement, dated September 30, 1998, by and among Patriot American
Hospitality, Inc., Wyndham International, Inc. and PaineWebber Financial
Products, Inc.
</TABLE>
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* Filed herewith
<PAGE>
Exhibit 23.1A
[Goodwin, Procter & Hoar LLP letterhead]
We consent to being named as counsel to Patriot American Hospitality,
Inc. and Wyndham International, Inc. in this Registration Statement
(No. 333-65339. 333-65339-01), to the references in the Registration Statement
to our firm, including the references under the caption "Certain Federal Tax
Matters," and to the inclusion of our opinion letter dated April 30, 1998 as
an exhibit to the Registration Statement.
/s/ Goodwin, Procter & Hoar LLP
November 30, 1998
