<PAGE>
As filed with the Securities and Exchange Commission on June 8, 1998
Registration Statement No. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------
PATRIOT AMERICAN HOSPITALITY, INC. WYNDHAM INTERNATIONAL, INC.
(Exact Name of Registrant as (Exact Name of Registrant as
Specified in its Charter) Specified in its Charter)
DELAWARE DELAWARE
(State or Other Jurisdiction of (State or Other Jurisdiction of
Incorporation or Organization) Incorporation or Organization)
94-0358820 94-2878485
(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
1950 Stemmons Freeway 1950 Stemmons Freeway
Suite 6001 Suite 6001
Dallas, Texas 75207 Dallas, Texas 75207
(Address of Principal Executive (Address of Principal Executive
Offices)(Zip Code) Offices)(Zip Code)
PATRIOT AMERICAN HOSPITALITY, INC. PATRIOT AMERICAN HOSPITALITY
1997 INCENTIVE PLAN OPERATING COMPANY
(Full Title of the Plan) 1997 INCENTIVE PLAN
(Full Title of the Plan)
- ------------------------------ ------------------------------
PAUL A. NUSSBAUM JAMES D. CARREKER
Chairman of the Board and Chairman of the Board and
Chief Executive Officer Chief Executive Officer
Patriot American Hospitality, Inc. Wyndham International, Inc.
1950 Stemmons Freeway 1950 Stemmons Freeway
Suite 6001 Suite 6001
Dallas, Texas 75207 Dallas, Texas 75207
(Name and Address of Agent (Name and Address of Agent
for Service) for Service)
(214) 863-1000 (214) 863-1000
(Telephone Number, Including (Telephone Number, Including
Area Code, of Agent for Service) Area Code,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
--------------------
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Securities To Be Amount To Be Proposed Maximum Offering Proposed Maximum Amount of
Registered Registered (1) Price Per Share (2) Aggregate Offering Price Registration Fee
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 6,411,516 $22.81 $146,246,680 $43,143
per share, of Patriot
American Hospitality, Inc.
paired with shares of
Common Stock, par value
$.01 per share, of Wyndham
International, Inc. (the
"Paired Shares")
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Plus such additional number of shares as may be required pursuant to the
Patriot American Hospitality, Inc. 1997 Incentive Plan (the "Patriot REIT
Plan") and the Patriot American Hospitality Operating Company 1997 Incentive
Plan (the "Wyndham Plan" and together with the Patriot REIT Plan, the
"Plans") in the event of a stock dividend, reverse stock split, split-up,
recapitalization, forfeiture of stock under the Plans or other similar
event.
(2) This estimate is made pursuant to Rule 457(c) and (h) under the Securities
Act of 1933, as amended (the "Securities Act"), solely for the purposes of
determining the registration fee and is based upon the price at which
outstanding securities were issued or may be exercised and the market value
of outstanding Paired Shares on June 4, 1998, utilizing the average of the
high and low sale prices reported on the New York Stock Exchange for that
date.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
Pursuant to General Instruction E of Form S-8, Patriot American
Hospitality, Inc. ("Patriot REIT") and Wyndham International, Inc. ("Wyndham
International" and together with Patriot REIT, the "Companies") hereby
incorporate by reference the contents of the Companies' registration statement
on Form S-8 (No. 333-41927) as previously filed with the Securities and
Exchange Commission (the "Commission") on December 10, 1997. This Registration
Statement is being filed to register an additional 6,411,516 Paired Shares
subject to issuance under the Plans.
Patriot REIT and Wyndham International, hereby incorporate by reference the
documents listed below, which have previously been filed with the Commission.
Patriot REIT and Wyndham International
1. Annual Report on Form 10-K of Patriot REIT and Wyndham International
(Nos. 001-09319 and 001-09320 filed March 31, 1998) for the fiscal year ended
December 31, 1997;
2. Quarterly Report on Form 10-Q of Patriot REIT and Wyndham International
(Nos. 001-09319 and 001-09320 filed on May 14, 1998) for the quarter ended March
31, 1998;
3. Current Reports on Form 8-K of Patriot REIT and Wyndham International
dated (i) July 1, 1997 (Nos. 001-09319 and 001-09320 filed July 11, 1997);
(ii) July 15, 1997 (Nos. 001-09319 and 001-09320 filed July 21, 1997); (iii)
July 22, 1997 (Nos 001-09319 and 001-09320 filed July 22, 1997); (iv)
September 17, 1997; (Nos. 001-09319 and 001-09320 filed September 17, 1997);
(v) September 30, 1997, as amended (Nos. 001-09319 and 001-09320 filed
October 14, 1997 and October 28, 1997); (vi) September 30, 1997, (Nos.
001-09319 and 001-09320 filed November 12, 1997); (vii) December 2, 1997
(Nos. 001-09319 and 001-09320 filed December 4, 1997); (viii) December 10,
1997 (Nos. 001-09319 and 001-09320 filed December 10, 1997); (ix) January 5,
1998 (Nos. 001-09319 and 001-09320 filed January 13, 1998); (x) February 9,
1998 (Nos. 001-09319 and 001-09320 filed February 12, 1998); (xi) March 23,
1998 (Nos. 001-09319 and 001-09320 filed March 30, 1998); (xii) April 2, 1998
(Nos. 001-09319 and 001-09320 filed April 8, 1998); (xiii) April 20, 1998
(Nos. 001-09319 and 001-09320 filed April 22, 1998); (xiv) May 27, 1998 (Nos.
001-09319 and 001-09320 filed May 27, 1998); and
4. The description of the Paired Shares contained or incorporated by
reference in Patriot REIT's and Wyndham International's Registration Statement
on Form 8-A (Nos. 001-09319 and 001-09320), including any amendments thereto.
Patriot Reit
1. Current Reports on Form 8-K of Patriot American Hospitality, Inc.,
dated: (i) January 16, 1997, as amended (No. 001-13898 filed January 31,
1997, February 21, 1997, April 8, 1997, April 9, 1997 and May 19, 1997); (ii)
February 24, 1997 (No. 001-13898 filed March 3, 1997); (iii) April 14, 1997,
as amended (No. 001-13898 filed April 17, 1997 and April 18, 1997); and (iv)
June 6, 1997 (No. 001-13898 filed June 7, 1997).
Item 8. Exhibits.
The following is a complete list of exhibits filed or incorporated by
reference as part of this registration statement.
Exhibit
4.1 Patriot American Hospitality, Inc. 1997 Incentive Plan (incorporated by
reference to Exhibit 4.3 filed with Patriot REIT's and Wyndham
International's Registration Statement on Form S-8 filed with the
Commission on December 10, 1997 (No. 333-41927)).
4.2 Patriot American Hospitality Operating Company 1997 Incentive Plan
(incorporated by reference to Exhibit 4.4 filed with Patriot REIT's and
Wyndham International's Registration Statement on Form S-8 filed with the
Commission on December 10, 1997 (No. 333-41927)).
5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the securities
being registered.
23.1 Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1 hereto).
23.2 Consent of 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.
23.7 Consent of Coopers & Lybrand L.L.P., Pittsburgh, Pennsylvania.
23.8 Consent of Coopers & Lybrand L.L.P., Dallas, Texas.
23.9 Consent of Coopers & Lybrand L.L.P., Phoenix, Arizona.
23.10 Consent of Coopers & Lybrand L.L.P., Tampa, Florida.
23.11 Consent of Pannell Kerr Forster PC, Alexandria, Virginia.
23.12 Consent of Price Waterhouse LLP, Miami, Florida.
23.13 Consent of Deloitte & Touche LLP, Houston, Texas.
23.14 Consent of Arthur Anderson LLP, Dallas, Texas.
24.1 Powers of Attorney (contained in signature pages on pages 2-3 and 4-5 of
this registration statement).
1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Dallas, state of Texas, on this 8th day of June,
1998.
PATRIOT AMERICAN HOSPITALITY, INC.
By: /s/ Paul A. Nussbaum
------------------------------
Paul A. Nussbaum
Chairman of the Board and
Chief Executive Officer
2
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and
Directors of Patriot American Hospitality, Inc., hereby severally constitute
Paul A. Nussbaum, as our true and lawful attorney with full power to sign for us
and in our names in the capacities indicated below, the Registration Statement
filed herewith and any and all amendments to said Registration Statement, and
generally to do all such things in our names and in our capacities as officers
and Directors to enable Patriot REIT to comply with the provisions of the
Securities Act of 1933, and all requirements of the Commission, hereby ratifying
and confirming our signatures as they may be signed by our said attorney to said
Registration Statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Paul A. Nussbaum Chairman of the Board of Directors June 8, 1998
- ------------------------ and Chief Executive Officer
Paul A. Nussbaum (Principal Executive Officer)
/s/ William W. Evans III President, Chief Operating Officer and June 8, 1998
- ------------------------ Director
William W. Evans III
/s/ Lawrence S. Jones Executive Vice President and June 8, 1998
- ------------------------ Treasurer (Principal Financial Officer
Lawrence S. Jones and Principal Accounting Officer)
/s/ John H. Daniels Director June 8, 1998
- ------------------------
John H. Daniels
/s/ John C. Deterding Director June 8, 1998
- ------------------------
John C. Deterding
/s/ James D. Carreker Director June 8, 1998
- ------------------------
James D. Carreker
/s/ Arch K. Jacobson Director June 8, 1998
- ------------------------
Arch K. Jacobson
/s/ Philip J. Ward Director June 8, 1998
- ------------------------
Philip J. Ward
/s/ Harlan R. Crow Director June 8, 1998
- ------------------------
Harlan R. Crow
/s/ Milton Fine Director June 8, 1998
- ------------------------
Milton Fine
</TABLE>
3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Dallas, state of Texas, on this 8th
day of June, 1998.
WYNDHAM INTERNATIONAL, INC.
By: /s/ James D. Carreker
-------------------------------
James D. Carreker
Chairman of the Board and
Chief Executive Officer
4
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and
Directors of Wyndham International, Inc., hereby severally constitute James D.
Carreker, as our true and lawful attorney with full power to sign for us and in
our names in the capacities indicated below, the Registration Statement filed
herewith and any and all amendments to said Registration Statement, and
generally to do all such things in our names and in our capacities as officers
and Directors to enable Wyndham International to comply with the provisions of
the Securities Act of 1933, and all requirements of the Commission, hereby
ratifying and confirming our signatures as they may be signed by our said
attorney to said Registration Statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ James D. Carreker Chairman of the Board of Directors June 8, 1998
- --------------------- and Chief Executive Officer
James D. Carreker (Principal Executive Officer)
/s/ Karim Alibhai President, Chief Operating Officer and June 8, 1998
- --------------------- Director
Karim Alibhai
/s/ Lawrence S. Jones Executive Vice President and June 8, 1998
- --------------------- Treasurer (Principal Financial Officer
Lawrence S. Jones and Principal Accounting Officer)
/s/ Paul A. Nussbaum Director June 8, 1998
- --------------------
Paul A. Nussbaum
/s/ Leonard Boxer Director June 8, 1998
- --------------------
Leonard Boxer
/s/ Burton C. Einspruch Director June 8, 1998
- -----------------------
Burton C. Einspruch
/s/ Arch K. Jacobson Director June 8, 1998
- --------------------
Arch K. Jacobson
/s/ Sherwood M. Weiser Director June 8, 1998
- ---------------------
Sherwood M. Weiser
/s/ Susan T. Groenteman Director June 8, 1998
- ----------------------
Susan T. Groenteman
/s/ James C. Leslie Director June 8, 1998
- ----------------------
James C. Leslie
/s/ Rolf E. Ruhfus Director June 8, 1998
- ----------------------
Rolf E. Ruhfus
</TABLE>
5
<PAGE>
EXHIBIT 5.1
June 8, 1998
Patriot American Hospitality, Inc.
Wyndham International, Inc.
1950 Stemmons Freeway, Suite 6001
Dallas, Texas 75207
Ladies and Gentleman:
We are familiar with the proceedings taken by Patriot American
Hospitality, Inc. ("Patriot REIT"), a Delaware corporation, and Wyndham
International, Inc. (formerly Patriot American Hospitality Operating
Company), a Delaware corporation ("Wyndham International" and together with
Patriot REIT, the "Companies"), with respect to 6,411,516 additional shares
of Common Stock, par value $.01 per share, of each of Patriot REIT and
Wyndham International ("Paired Shares") to be offered and sold from time to
time pursuant to the Patriot American Hospitality, Inc. 1997 Incentive Plan
(the "Patriot REIT Plan Shares") and the Patriot American Hospitality
Operating Company 1997 Incentive Plan (the "Wyndham International Plan
Shares"). As counsel for the Companies, we have assisted in the preparation
of a Registration Statement on Form S-8 (the "Registration Statement") to be
filed by the Companies with the Securities and Exchange Commission (the
"Commission") to effect the registration of the Patriot REIT Plan Shares and
the Wyndham International Plan Shares under the Securities Act of 1933, as
amended (the "Securities Act").
In connection with rendering this opinion, we have examined the Amended
and Restated Certificates of Incorporation of each of the Companies, the
Amended and Restated Bylaws of each of the Companies, such records of the
corporate proceedings of the Companies as we deemed material, the
Registration Statement, the Patriot American Hospitality, Inc. 1997 Incentive
Plan, the Patriot American Hospitality Operating Company 1997 Incentive Plan
(together, the "Plans"), and such other certificates, receipts, records and
documents as we considered necessary for the purposes of this opinion.
Based upon the foregoing, we are of the opinion that when the Paired
Shares have been issued and paid for in accordance with the terms of the
Plans and the Registration Statement, the Paired Shares will be legally
issued, fully paid and nonassessable Paired Shares.
We are attorneys admitted to practice in the Commonwealth of
Massachusetts. We express no opinion concerning the laws of any jurisdictions
other than the laws of the United States of America and the Commonwealth of
Massachusetts and Delaware General Corporate Law.
This opinion is intended solely for your use in the above-described
transaction and may not be reproduced or relied upon by any other person for
any purpose without the express written consent of the undersigned.
The foregoing assumes that all requisite steps will be taken to comply
with the requirements of the Securities Act and applicable requirements of
state laws regulating the offer and sale of securities.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
GOODWIN, PROCTER & HOAR LLP
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Joint Registration
Statement on Form S-8 of Patriot American Hospitality, Inc. and Wyndham
International, Inc. (formerly Patriot American Hospitality Operating Company)
of our reports (a) dated February 9, 1998 with respect to the Consolidated
Financial Statements and financial statement schedules of Patriot American
Hospitality, Inc., the Consolidated Financial Statements of Wyndham
International, Inc. and the Combined Financial Statements of Patriot American
Hospitality, Inc. and Wyndham International, Inc. included in the 1997 Joint
Annual Report on Form 10-K of Patriot American Hospitality, Inc. and Wyndham
International, Inc.; and (b) dated January 23, 1997 (except for Note 8, as to
which the date is September 30, 1997) with respect to the Consolidated
Financial Statements of GAH-II, L.P. for the years ended December 31, 1996
and 1995, included in the Joint Current Report on Form 8-K of Patriot
American Hospitality, Inc. and Patriot American Hospitality Operating Company
dated September 30, 1997, as amended, all filed with the Securities and
Exchange Commission.
/s/ ERNST & YOUNG LLP
Dallas, Texas
June 5, 1998
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Joint Registration
Statement on Form S-8 of Patriot American Hospitality, Inc. and Wyndham
International, Inc. (formerly Patriot American Hospitality Operating Company)
of our report dated March 5, 1997 with respect to the Financial Statements of
NorthCoast Hotels, L.L.C. included in the Joint Current Report on Form 8-K of
Patriot American Hospitality, Inc. and Patriot American Hospitality Operating
Company dated July 1, 1997 filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Seattle, Washington
June 5, 1998
<PAGE>
EXHIBIT 23.4
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Joint Registration
Statement on Form S-8 of Patriot American Hospitality, Inc. and Wyndham
International, Inc. (formerly Patriot American Hospitality Operating Company)
of our reports (a) dated March 14, 1997 with respect to the Consolidated
Financial Statements of Resorts Limited Partnership included in the Current
Report on Form 8-K of Patriot American Hospitality, Inc., dated January 16,
1997, as amended; (b) dated February 13, 1997, with respect to the Financial
Statements of CV Ranch Limited Partnership included in the Current Report on
Form 8-K of Patriot American Hospitality, Inc., dated January 16, 1997, as
amended; and (c) dated February 12, 1997 with respect to the Financial
Statements of Telluride Resort and Spa Limited Partnership included in the
Current Report on Form 8-K of Patriot American Hospitality, Inc., dated
January 16, 1997, as amended, all filed with the Securities and Exchange
Commission.
/s/ ERNST & YOUNG LLP
Phoenix, Arizona
June 5, 1998
<PAGE>
EXHIBIT 23.5
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the Joint Registration
Statement on Form S-8 of Patriot American Hospitality, Inc. and Wyndham
International, Inc. (formerly Patriot American Hospitality Operating Company)
of our reports (a) dated March 13, 1997 (except for the third paragraph of
Note 7, as to which the date is April 2, 1997) with respect to the Financial
Statements of G.B.H. Joint Venture (d/b/a Grand Bay Hotel) for the years
ended December 31, 1995 and 1996; (b) dated September 23, 1997 with respect
to the Financial Statements of River House Associates (d/b/a Sheraton Gateway
Hotel) for the years ended December 31, 1995 and 1996; and (c) dated
September 19, 1997 with respect to the Financial Statements of W-L Tampa,
Ltd. (the Sheraton Grand Hotel) for the years ended December 31, 1995 and
1996, all of which are included in the Joint Current Report on Form 8-K/A No.
1 of Patriot American Hospitality, Inc. and Patriot American Hospitality
Operating Company, dated September 30, 1997, as amended, and all filed with
the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Miami, Florida
June 5, 1998
<PAGE>
EXHIBIT 23.6
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Joint Registration
Statement on Form S-8 of Patriot American Hospitality, Inc. and Wyndham
International, Inc. (formerly Patriot American Hospitality Operating Company)
of our reports (a) dated August 7, 1997 (except for Note 18, as to which the
date is September 17, 1997) with respect to the Consolidated Financial
Statements of WHG Resorts & Casinos, Inc. and related financial statement
schedule; (b) dated August 7, 1997 with respect to the financial statements
of Posadas de San Juan Associates and related financial statement schedule;
(c) dated August 11, 1997 with respect to the financial statements of WKA El
Con Associates; and (d) dated May 2, 1997 with respect to the financial
statements of El Conquistador Partnership L.P., all of which are included in
the Joint Current Report on Form 8-K of Patriot American Hospitality, Inc.
and Patriot American Hospitality Operating Company, dated April 20, 1998, all
filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
San Juan, Puerto Rico
June 5, 1998
<PAGE>
EXHIBIT 23.7
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Joint Registration
Statement on Form S-8 of Patriot American Hospitality, Inc. and Wyndham
International, Inc. of our reports (i) dated February 12, 1997, except for
Note 21, Note 22 and the last paragraph of Note 2, as to which the date is
December 1, 1997, on our audit of the consolidated financial statements of
Interstate Hotels Company as of December 31, 1995 and 1996, and for the three
years in the period ended December 31, 1996 included in the Report on Form 8-K
dated December 10, 1997; (ii) dated February 11, 1998, except for Note 21, as
to which the date is March 1, 1998, and Note 3, as to which the date is
March 30, 1998, on our audit of the consolidated financial statements of
Interstate Hotels Company as of December 31, 1996 and 1997, and for the three
years in the period ended December 31, 1997, included in the Current Report on
Form 8-K of Patriot American Hospitality, Inc. and Wyndham International, Inc.
dated April 20, 1998.
/s/ Coopers & Lybrand L.L.P.
Pittsburgh, Pennsylvania
June 8, 1998
<PAGE>
EXHIBIT 23.8
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Joint Registration
Statement on Form S-8 of Patriot American Hospitality, Inc. and Wyndham
International, Inc. of our reports (i) dated May 12, 1997, on our audit of
the Combined Financial Statements of the Minneapolis Hotels as of and for the
year ended December 31, 1996, included in the Current Report on Form 8-K of
Patriot American Hospitality, Inc. and Patriot American Hospitality Operating
Company dated September 17, 1997; (ii) dated June 27, 1997, on our audit of
the Combined Statement of Direct Revenue and Direct Operating Expenses of the
Met Life Hotels for the year ended December 31, 1996, included in the Current
Report on Form 8-K of Patriot American Hospitality, Inc. and Patriot American
Hospitality Operating Company dated September 17, 1997; (iii) dated September
8, 1997, on our audit of the Combined Financial Statement of the Snavely
Hotels as of and for the year ended December 31, 1996, included on the
Current Report on Form 8-K of Patriot American Hospitality, Inc. and Patriot
American Hospitality Operating Company dated September 17, 1997; (iv) dated
December 12, 1997, on our audit of the financial statements of Sheraton City
Centre as of and for the year ended December 31, 1996, included in the
Current Report on Form 8-K of Patriot American Hospitality, Inc. and Wyndham
International, Inc. dated January 5, 1998; (v) dated December 12, 1997, on
our audit of the Statement of Direct Revenue and Direct Operating Expenses of
Wyndham Emerald Plaza for the year ended December 31, 1996, included in the
Current Report on Form 8-K of Patriot American Hospitality, Inc. and Wyndham
International, Inc. dated January 5, 1998 and (vi) dated February 12, 1998,
on our audit of Wyndham Hotel Corporation as of December 31, 1996 and 1997,
and for each of the three years in the period ended December 31, 1997
included in the Current Report on Form 8-K of Patriot American Hospitality,
Inc. and Wyndham International, Inc. dated April 20, 1998.
/s/ Coopers & Lybrand L.L.P.
Dallas, Texas
June 8, 1998
<PAGE>
Exhibit 23.9
CONSENT OF INDEPENDENT ACCOUNTANT
We consent to the incorporation by reference in the Joint Registration
Statement on Form S-8 of Patriot American Hospitality, Inc. and Wyndham
International, Inc. of our report dated March 7, 1997 except for note 12 as
to which the date is October 7, 1997 on our audit of the Financial Statements
of SCP (Buttes), Inc., as of and for the year ended December 31, 1996,
included in the Current Report on Form 8-K/A No. 1 of Patriot American
Hospitality Operating Company dated September 30, 1997.
/s/ Coopers & Lybrand L.L.P.
Phoenix, Arizona
June 8, 1998
<PAGE>
Exhibit 23.10
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Joint Registration
Statement on Form S-8 of Patriot American Hospitality, Inc. and Wyndham
International, Inc. of our report dated January 17, 1997, except for Note 7,
as to which the date is November 25, 1997, on our audit of the financial
statements of Royal Palace Hotel Associates included in the Current Report on
From 8-K of Patriot American Hospitality, Inc. and Patriot American
Hospitality Operating Company dated December 10, 1997.
/s Coopers & Lybrand L.L.P.
Tampa, Florida
June 8, 1998
<PAGE>
Exhibit 23.11
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Joint Registration
Statement on Form S-8 of Patriot American Hospitality, Inc. and Wyndham
International, Inc. of our report dated March 1, 1996 on the fiancial
statements of Historic Hotel Partners of Birmingham, Limited Partnership, our
reports dated October 8, 1997 and February 28, 1997 on the financial
statements of Historic Hotel Partners of Chicago Limited Partnership, and our
reports dated October 8, 1997 and February 21, 1997 on the financial
statements of Historic Hotel Partners of Nashville Limited Partnership.
/s/ Pannell Kerr Forster PC
Alexandria, Virginia
June 8, 1998
<PAGE>
EXHIBIT 23.12
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Joint Registration
Statement on Form S-8 of Patriot American Hospitality, Inc. and Wyndham
International, Inc. (formerly known as Patriot American Hospitality Operating
Company) of our reports (a) dated February 27, 1998 relating to the financial
statements of CHC International Inc. Hospitality Division as of November 30,
1996 and 1997 and for each of the years ended November 30, 1995, 1996 and 1997
which appears in the Current Report on Form 8-K of Patriot American Hospitality,
Inc. and Wyndham International, Inc. dated April 20, 1998; and (b) dated
February 13, 1997, except as to Note 4, which is as of March 18, 1997, relating
to the financial statements of CHC Lease Partners for the year ended
December 31, 1996 and the period inception (October 2, 1995) through
December 31, 1995 which appears in the Current Report on Form 8-K of Patriot
American Hospitality, Inc. and Patriot American Hospitality Operating Company
dated July 1, 1997.
/s/ PRICE WATERHOUSE LLP
Miami, Florida
June 5, 1998
<PAGE>
EXHIBIT 23.13
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
on Form S-8 of Patriot American Hospitality, Inc. and Wyndham International,
Inc. (formerly known as Patriot American Hospitality Operating Company) of
our report dated September 30, 1997 (relating to the financial statements of
Partnerships of Acquired Hotels as of December 31, 1996 and 1995 and for each
of the two years in the period ended December 31, 1996) appearing in the
report on Form 8-K/A No. 1 dated September 30, 1997 of Patriot American
Hospitality, Inc. and Patriot American Hospitality Operating Company.
/s/ DELOITTE & TOUCHE LLP
Houston, Texas
June 8, 1998
<PAGE>
EXHIBIT 23.14
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
dated September 17, 1997, on the combined financial statements of the Crow
Family Hotel Partnerships, incorporated by reference into the Joint
Registration Statement on Form S-8 of Patriot American Hospitality, Inc. and
Wyndham International, Inc.
/s/ Arthur Andersen LLP
Dallas, Texas
June 8, 1998
