<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934*
PATRIOT AMERICAN HOSPITALITY, INC.
WYNDHAM INTERNATIONAL, INC.
---------------------------
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
COMMON STOCK, $.01 PAR VALUE
----------------------------
(Title of Class of Securities)
703352
------
(CUSIP Number)
SUSAN T. GROENTEMAN
EXECUTIVE VICE PRESIDENT
MILL SPRING HOLDINGS, INC.
2001 ROSS AVENUE
DALLAS, TEXAS 75201
(214) 863-4000
-------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
JANUARY 8, 1998
---------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box: [ ]
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 (the "ACT") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
The Exhibit Index required by Rule 0-3(c) is located at page 25 of this filing.
(Continued on the following page(s))
<PAGE> 2
CUSIP No. 703352 13G Page 2
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
CF Securities, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO (See Item 3)
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2 (e)
/ /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
-------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON -------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 3
CUSIP No. 703352 13G Page 3
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
Mill Spring Holdings, Inc.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO (See Item 3)
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2 (e)
/ /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 38,936
-------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON -------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
38,936
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
38,936
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 4
CUSIP No. 703352 13G Page 4
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
G-1 Securities, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO (See Item 3)
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2 (e)
/ /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 129,994
-------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON -------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
129,994
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
129,994
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 5
CUSIP No. 703352 13G Page 5
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
G-2 Securities, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO (See Item 3)
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2 (e)
/ /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 710,000
-------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON -------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
710,000
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
710,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.8%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 6
CUSIP No. 703352 13G Page 6
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
G-3 Securities, L.P.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO, WC (See Item 3)
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2 (e)
/ /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 5,465,575
-------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON -------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
5,465,575
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,465,575
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 7
CUSIP No. 703352 13G Page 7
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
CFHS, L.L.C.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO (See Item 3)
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2 (e)
/ /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 6,305,569
-------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON -------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
6,305,569
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,305,569
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO (limited liability company)
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 8
CUSIP No. 703352 13G Page 8
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
Crow Family, Inc.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO (See Item 3)
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2 (e)
/ /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 6,305,569
-------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON -------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
6,305,569
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,305,569
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 9
CUSIP No. 703352 13G Page 9
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
Harlan R. Crow
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /X/
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO (See Item 3)
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2 (e)
/ /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 6,427,217
-------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON -------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
6,427,217
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,427,217
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE> 10
Item 1. Security and Issuer.
This statement relates to shares of the common stock, par value $.01
per share (the "PATRIOT REIT COMMON STOCK"), of Patriot American Hospitality,
Inc., a Delaware corporation ("PATRIOT REIT"), and to shares of the common
stock, par value $.01 per share (the "WYNDHAM INTERNATIONAL COMMON STOCK"), of
Wyndham International, Inc. (formerly known as Patriot American Hospitality
Operating Company), a Delaware corporation ("WYNDHAM INTERNATIONAL" and
together with Patriot REIT, the "COMPANIES"). Pursuant to a pairing agreement
between Patriot REIT and Wyndham International, the Patriot REIT Common Stock
and the Wyndham International Common Stock are "paired" and may only be held
and transferred in units consisting of one share of Patriot REIT Common Stock
and one share of Wyndham International Common Stock (collectively, a "PAIRED
SHARE"). Accordingly, this Statement on Schedule 13D is filed with respect to
Paired Shares and related to both Patriot REIT and Wyndham International.
The principal executive offices of Patriot REIT are located at 1950
Stemmons Freeway, Suite 6001, Dallas, Texas 75207, and its telephone number at
such address is (214) 863-1000. The principal executive offices of Wyndham
International are located at 1950 Stemmons Freeway, Suite 6001, Dallas, Texas
75207, and its telephone number at such address is (214) 863-1000.
Item 2. Identity and Background.
(a)-(c), (f). This statement is filed by CF Securities, L.P., a Texas
limited partnership ("CFS"), Mill Spring Holdings, Inc., a Texas corporation
("HOLDINGS"), G-1 Securities, L.P., a Delaware limited partnership ("G-1"), G-2
Securities, L.P., a Delaware limited partnership ("G-2"), G-3 Securities, L.P.,
a Delaware limited partnership ("G- 3"), CFHS, L.L.C., a Delaware limited
liability company ("CFHS"), Crow Family, Inc., a Texas corporation ("CFI"), and
Harlan R. Crow, an individual ("CROW"), sometimes collectively referred to
herein as the "REPORTING PERSONS."
CFS is a Texas limited partnership principally engaged in investments
in securities. Its principal place of business is located at 2001 Ross Avenue,
Dallas, Texas 75201. Holdings is the general partner of CFS.
Holdings is a Texas corporation established as a holding company for
various investments. Crow is a director, Chief Executive Officer and a
principal stockholder of Holdings. Holdings' principal place of business is
located at 2001 Ross Avenue, Dallas, Texas 75201.
Each of G-1, G-2 and G-3 is a Delaware limited partnership principally
engaged in investments in securities. The principal place of business for each
of G-1, G-2 and G-3 is located at 2001 Ross Avenue, Dallas, Texas 75201.
CFHS is the general partner of each of G-1, G-2 and G-3.
CFHS is a Delaware limited liability company established as a holding
company for various investments. CFI is the sole manager of CFHS. CFHS'
principal place of business is located at 2001 Ross Avenue, Dallas, Texas
75201.
CFI is a Texas corporation established as a holding company for
various investments. Crow is a director, Chief Executive Officer and a
principal stockholder of CFI. CFI's principal place of business is located at
2001 Ross Avenue, Dallas, Texas 75201.
Crow is a director of Patriot REIT, Holdings and CFI and principally
employed as an investor. His principal place of business is located at 2001
Ross Avenue, Dallas, Texas 75201. Crow is a United States citizen.
The name; business address; present principal occupation or
employment; and the name, principal business and address of each corporation or
other organization in which such occupation of employment is conducted for each
executive officer or director, each controlling person, and each executive or
director of such controlling person of the Reporting Persons (other than Crow)
are set forth on Schedule I hereto, which Schedule I is incorporated herein by
reference.
(d)-(e). None of the Reporting Persons nor, to the best knowledge of
the Reporting Persons, any of the persons listed on Schedule I attached hereto,
has during the past five years, (i) been convicted in a criminal proceeding
(excluding
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<PAGE> 11
traffic violations or similar misdemeanors), or (ii) been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction that
resulted in a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
(a) On January 5, 1998, CFS acquired 6,427,217 Paired Shares (the "CFS
SHARES") and 4,860,876 shares of unpaired Series A Convertible Preferred Stock,
par value $.01 per share, of Patriot REIT (the "SERIES A PREFERRED STOCK"). The
CFS Shares and the Series A Preferred Stock were acquired by CFS in exchange
for shares of common stock of Wyndham Hotel Corporation ("WYNDHAM HOTEL") owned
by CFS. Wyndham Hotel was involved in the ownership or management of hotels or
other lodging industry activities. CFS acquired such shares pursuant to the
terms of that certain Agreement and Plan of Merger between Patriot REIT's
predecessor and Wyndham Hotel, as ratified by Patriot REIT and the other
parties listed on the signature pages thereto (the "MERGER AGREEMENT"). A copy
of the Merger Agreement is attached hereto as Exhibit 10.1 and incorporated
herein by reference.
In connection with the transactions contemplated by the
Merger Agreement, the Series A Preferred Stock was issued in accordance with
the provisions of the Certificate of Designation for the Series A Preferred
Stock (the "CERTIFICATE OF DESIGNATION"). The Series A Preferred Stock is
entitled to one vote per share, voting together as a class with the shares of
Patriot REIT Common Stock, on any matter submitted for a vote of the
stockholders of Patriot REIT. The Series A Preferred Stock is convertible at
any time into Paired Shares on a one- for-one basis by the holders thereof,
subject to certain provisions set forth in the Amended and Restated Certificate
of Incorporation of Patriot REIT (the "RESTATED CHARTER") which limit the
number of Paired Shares which may be beneficially owned by any person or entity
(the "EXCESS SHARE PROVISIONS"). In addition, the Series A Preferred Stock is
mandatorily convertible at any time and in any amount upon notice by Patriot
REIT, provided that the amount so converted will not cause a violation of the
Excess Share Provisions set forth in the Restated Charter. The foregoing
description of certain provisions of the Series A Preferred Stock is qualified
in its entirety by reference to the provisions of the Certificate of
Designation and the Restated Charter, a copy of which is attached hereto as
Exhibit 10.2 and incorporated herein by reference.
On January 8, 1998, CFS liquidated and distributed its
property, including cash, the CFS Shares and the Series A Preferred Stock,
proportionately to its partners, as a result of which, among other things, (i)
82,712 of the CFS Shares (the "TRUST SHARES") were distributed to the Trammell
Crow 1994 Revocable Trust; (ii) 38,936 of the CFS Shares (the "HOLDINGS
SHARES") were distributed to Holdings; (iii) 284,430 of the CFS Shares were
distributed to G-1; (iv) 1,553,214 of the CFS Shares were distributed to G-2;
and (v) 4,467,925 of the CFS Shares were distributed to G-3. G-1 and G-2
subsequently transferred 154,436 and 843,214, respectively, of their CFS Shares
to G-3 for an amount in cash based on $26.5625 per CFS Share (the trading price
of the Paired Shares at the close of business on January 8, 1998) (the "PRICE
PER SHARE"). Currently, G-1 holds 129,994 of the CFS Shares (the "G-1 SHARES"),
G-2 holds 710,000 of the CFS Shares (the "G-2 SHARES"), and G-3 holds 5,465,575
of the CFS Shares (the "G-3 SHARES"). Holdings may have been deemed to
beneficially own the CFS Shares by virtue of its status as general partner of
CFS.
(b) In connection with the liquidation of CFS, 284,430 of the CFS
Shares and other cash and property were distributed to G-1 in proportion to its
limited partnership interest in CFS. G-1 subsequently transferred 154,436 of
its CFS Shares to G-3 for an amount in cash based on the Price per Share.
Currently, G-1 holds the G-1 Shares. CFHS may be deemed to beneficially own the
G-1 Shares by virtue of its status as general partner of G-1.
(c) In connection with the liquidation of CFS, 1,553,214 of the CFS
Shares and other cash and property were distributed to G-2 in proportion to its
limited partnership interest in CFS. G-2 subsequently transferred 843,214 of
its CFS Shares to G-3 for an amount in cash based on the Price per Share.
Currently, G-2 holds the G-2 Shares. CFHS may be deemed to beneficially own the
G-2 Shares by virtue of its status as general partner of G-2.
(d) In connection with the liquidation of CFS, 4,467,925 of the CFS
Shares and other cash and property were distributed to G-3 in proportion to its
limited partnership interest in CFS. G-3 subsequently purchased 156,436 of the
CFS Shares from G-1 and 843,214 of the CFS Shares from G-2 for an amount in
cash based on the Price per Share. Currently,
-11-
<PAGE> 12
G-3 holds the G-3 Shares. CFHS may be deemed to beneficially own the G-3 Shares
by virtue of its status as general partner of G-3.
(e) CFI may be deemed to beneficially own the G-1 Shares, the G-2
Shares and the G-3 Shares by virtue of its status as the sole manager of CFHS.
(f) Crow may be deemed to beneficially own (i) the G-1, G-2 and the
G-3 Shares by virtue of his status as a director, Chief Executive Officer and a
principal stockholder of CFI; (ii) the Trust Shares by virtue of his status as
a co-trustee of such Trust; and (iii) the Holdings Shares by virtue of his
status as a director, Chief Executive Officer and a principal stockholder of
Holdings.
Item 4. Purpose of Transaction.
CFS acquired the CFS Shares on January 5, 1998 pursuant to the terms
of the Merger Agreement. On January 8, 1998, CFS liquidated and distributed its
property, including cash, the CFS Shares and the Series A Preferred Stock,
proportionately to its partners, as a result of which, among other things, (i)
the Trust Shares were distributed to the Trammell Crow 1994 Trust; (ii) the
Holdings Shares were distributed to Holdings; (iii) 284,430 of the CFS Shares
were distributed to G-1; (iv) 1,553,214 of the CFS Shares were distributed to
G-2; and (v) 4,467,925 of the CFS Shares were distributed to G-3. G-1 and G-2
subsequently transferred 154,436 and 843,214, respectively, of their CFS Shares
to G-3 for an amount in cash based on the Price per Share. Currently, G-1 holds
the G-1 Shares, G-2 holds the G-2 Shares, and G-3 holds the G-3 Shares. Each of
G-1, G-2 and G-3 acquired, and is holding, its respective Paired Shares for
investment purposes.
Any of the Reporting Persons may purchase additional, or dispose of,
Paired Shares either in the open market or in private transactions, depending
on his or its evaluation of the Companies' business, prospects and financial
condition, the market for the Paired Shares, economic conditions, money and
stock market conditions and other future developments. In addition, the Series
A Preferred Stock may from time to time, in accordance with the terms and
conditions of the Series A Preferred Stock, be converted into Paired Shares.
Except as otherwise described in this Item 4, none of the Reporting Persons has
any plans or proposals which relate to or would result in (a) the acquisition
by any person of additional securities of the Companies, or the disposition of
securities by the Companies, (b) an extraordinary corporate transaction, such
as a merger, reorganization, or liquidation, involving the Companies or any of
their subsidiaries, (c) a sale or transfer of a material amount of the assets
of the Companies or any of their subsidiaries, (d) any change in the present
boards of directors or management of the Companies, including any plans or
proposals to change the number or term of directors or to fill any existing
vacancies on the Companies' boards of directors, (e) any material change in the
present capitalization or dividend policy of the Companies, (f) any other
material change in the Companies' business or corporate structure, (g) changes
in either of the Companies' charter, bylaws, or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Companies by any person, (h) causing a class of the securities of the Companies
to be delisted from a national securities exchange or to cease to be authorized
to be quoted in an inter-dealer quotation system of a registered national
securities association, (i) a class of equity securities of either of the
Companies becoming eligible for termination of registration pursuant to Section
12(g)(4) of the Act or (j) any action similar to any of those enumerated above.
AGREEMENT TO BE BOUND BY STANDSTILL AGREEMENT AND VOTING AGREEMENT. On
January 5, 1998, Patriot REIT, Wyndham International, G-1, G-2 and G-3 entered
into an Agreement to be Bound by Standstill Agreement and Voting Agreement (the
"AGREEMENT TO BE BOUND"), pursuant to which each of G-1, G-2 and G-3 (i) agreed
to be bound by the terms and conditions of the Standstill Agreement (as
hereinafter defined) and the Voting Agreement (as hereinafter defined). It is
anticipated that Holdings and the Trammell Crow 1994 Revocable Trust will also
become parties to the Agreement to be Bound. The foregoing description of the
Agreement to be Bound is qualified in its entirety by reference to the copy of
the Agreement to be Bound attached hereto as Exhibit 10.3 and incorporated
herein by reference.
STANDSTILL AGREEMENT. Pursuant to the Agreement to be Bound, G-1, G-2
and G-3 (each, a "STOCKHOLDER") are bound by the terms and conditions of that
certain Standstill Agreement, dated as of January 5, 1998 (the "STANDSTILL
AGREEMENT"), between CFS and Patriot REIT, as if the Stockholder was named
therein in place of CFS for purposes thereof.
Pursuant to the Standstill Agreement, each Stockholder agreed that,
with certain exceptions, during the Standstill Term (as defined below), neither
the Stockholder nor any of its affiliates will, without the prior written
consent of Patriot
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<PAGE> 13
REIT, directly or indirectly purchase or otherwise acquire, agree to acquire or
become the beneficial owner of, any additional voting securities or securities
convertible into or exchangeable for, or which upon redemption thereof, could
result in the Stockholder receiving any voting securities of Patriot REIT,
Wyndham International or certain affiliates of Patriot REIT (the "VOTING
STOCK"). In addition, each Stockholder agreed that neither it nor any of its
affiliates will, without the prior written consent of Patriot REIT, directly or
indirectly transfer any shares of Voting Stock owned by them as of the date of
the Standstill Agreement or acquired thereafter with certain exceptions,
including transfers made in compliance with a right of first refusal in favor
of Patriot REIT and its designees, transfers to affiliates and charitable
entities, pledges to lenders, transfers pursuant to tender offers recommended
by the Board of Directors of Patriot REIT, transfers pursuant to registrations
under the Registration Rights Agreement (as defined below) and transfers of
less than 1% in any 30 day period pursuant to brokers' transactions under Rule
144 under the Securities Act of 1933 (the "SECURITIES ACT"). Pursuant to the
Standstill Agreement, each Stockholder agreed that, during the Standstill Term,
neither it nor any of its affiliates will directly or indirectly, or will
solicit, request, advise, assist or encourage others directly or indirectly, to
(i) form or join or participate in a "partnership, limited partnership,
syndicate or other group" within the meaning of Section 13(d)(3) of the
Exchange Act with respect to shares of Voting Stock or deposit any Voting Stock
in a voting trust, (ii) solicit proxies or written consents of stockholders
with respect to Voting Stock or make or participate in any "solicitation" of
any "proxy" (as such terms are defined in Rules 14a-1 and 14a-11 under the
Exchange Act) to vote any shares of Voting Stock, or become a "participant" in
any election contest with respect to Patriot REIT or Wyndham International,
(iii) seek to call or to request the call of a special meeting of the
stockholders of Patriot REIT or Wyndham International or seek to make or make a
stockholder proposal at any meeting of stockholders of Patriot REIT or Wyndham
International, (iv) commence or announce any intention to commence any tender
offer for any shares of Voting Stock or file any Schedule 13D with respect to
Voting Stock (other than certain permitted Schedule 13D filings), (v) make a
proposal or bid with respect to, or publicly make or disclose any proposal or
bid with respect to, the acquisition of any substantial portion of the assets
of Patriot REIT or Wyndham International or of all or any portion of the
outstanding Voting Stock, or any merger, consolidation, other business
combination, restructuring, recapitalization or other business combination
involving Patriot REIT or Wyndham International, (vi) otherwise act alone or in
concert with others to seek to control or influence in any manner the
management, the Boards of Directors of Patriot REIT or Wyndham International
(other than with respect to an affiliate in such affiliate's capacity as a
director of Patriot REIT or Wyndham International at any meeting of the Board
of Directors of Patriot REIT or Wyndham International), (vii) subject to
certain exceptions, commence, join in or in any way participate in any action,
suit or proceeding of any kind, or directly or indirectly support or encourage
any administrative or investigative action or proceeding of any nature against
or involving Patriot REIT or Wyndham International or any of their respective
subsidiaries or officers or directors, or (viii) arrange or in any way
participate in any financing for any transaction referred to in the foregoing
clauses (i) through (vii) above, or (ix) publicly seek a waiver of the
foregoing restrictions.
The phrase "Standstill Term" means the period ending on the date which
is 18 months following the first date upon which any two of Paul A. Nussbaum,
James D. Carreker and Anne L. Raymond no longer actively serve as senior
executive officers of Patriot REIT or Wyndham International.
The foregoing description of the Standstill Agreement is qualified in
its entirety by reference to the copy of the Standstill Agreement attached
hereto as Exhibit 10.4 and incorporated herein by reference.
VOTING AGREEMENT. Pursuant to the Agreement to be Bound, each
Stockholder is bound by the terms and conditions of that certain Voting
Agreement, dated as of January 5, 1998 (the "VOTING AGREEMENT"), between CFS
and Patriot REIT, as if the Stockholder was named therein in place of CFS for
purposes thereof.
General. Pursuant to the Voting Agreement, the Post-Merger Management
Stockholders (as defined below) agreed that, from April 14, 1997 through
October 1, 2007, whenever there shall be submitted to the stockholders of
Patriot REIT or Wyndham International nominees for election to the Board of
Directors of Patriot REIT (the "PATRIOT REIT BOARD") or the Board of Directors
of Wyndham International (the "WYNDHAM INTERNATIONAL BOARD"), as the case may
be, the Post-Merger Management Stockholders shall vote, or to cause to be
voted, all of the shares of Patriot REIT Common Stock and Wyndham International
Common Stock then held by the Post-Merger Management Stockholders, whether
beneficially or of record, in favor of such nominees designated by Patriot REIT
or Wyndham International or the Patriot REIT Board or the Wyndham International
Board, as the case may be, and, unless otherwise requested by Patriot REIT or
Wyndham International, as the case may be, not in favor of any other nominees.
-13-
<PAGE> 14
The phrase "Post-Merger Management Stockholders" means each
Stockholder, Paul A. Nussbaum, William W. Evans III, Leslie V. Bentley,
James D. Carreker, Stanley M. Koonce, Jr. and Anne L. Raymond.
Director Nominations. Pursuant to the Voting Agreement, from April 14,
1997 until the first date on which a Stockholder does not beneficially own at
least five percent (5%) of the lesser of (x) the sum of (i) the number of then
outstanding Paired Shares and (ii) the number of then outstanding shares of the
Series A Preferred Stock, or (y) the sum of (i) the number of Paired Shares
outstanding immediately after the merger (the "MERGER") of Wyndham Hotel with
an into Patriot REIT pursuant to the Merger Agreement, with Patriot REIT being
the surviving company, and (ii) the number of shares of Series A Preferred
Stock outstanding immediately after the Merger (the lesser of (x) and (y) being
the "Sum") (provided, however, that in the event the Standstill Agreement is no
longer in effect, then the Sum shall be calculated in the manner prescribed by
(x), irrespective of the number of shares computed pursuant to (y)), each of
Patriot REIT and Wyndham International agreed that, if at the time thereof
Harlan R. Crow or a designee of the Stockholder is not a director of such
corporation, (i) to propose as a nominee for election to the board of directors
of such corporation a designee of the Stockholder (which need not be the same
individual in each case) (a "Designee"), (ii) to include the name of the
applicable Designee as a nominee in its proxy card, (iii) to recommend the
election of the applicable Designee to its stockholders (if any such
recommendation is made by its board of directors as to any other nominee), (iv)
to solicit proxies on behalf of the Designee to the same extent proxies are
solicited on behalf of any other nominee for election to the board of
directors, and (v) to cause the attorneys-in-fact named in the proxy cards to
vote the shares in respect of which proxies are given for the election of the
Designee as a director unless such proxy cards give contrary instructions.
The foregoing description of the Voting Agreement is qualified in its
entirety by reference to the copy of the Voting Agreement attached hereto as
Exhibit 10.5 and incorporated herein by reference.
REGISTRATION RIGHTS AGREEMENT. Pursuant to the Agreement to be Bound,
each Stockholder is entitled to the benefits conferred thereon by that certain
Registration Rights Agreement (the "REGISTRATION RIGHTS AGREEMENT"), to be
entered into among Patriot REIT, Wyndham International, CFS and the other
parties signatory thereto (CFS and such other parties signatory thereto are
referred to as the "REGISTRATION RIGHTS HOLDERS"), as if the Stockholder was
named therein in place of CFS as a Registration Rights Holder for purposes
thereof.
Pursuant to the Registration Rights Agreement, the Companies will be
required, subject to certain limitations and under certain conditions, to
register for sale to the public the Registrable Securities (as defined therein)
received by the Registration Rights Holders pursuant to that certain Stock
Purchase Agreement (as defined therein) and the Merger Agreement. The
Registration Rights Agreement will require the Companies to maintain a "shelf"
registration statement for a period of four years following the date thereof to
permit the resale of the Registrable Securities either directly by the
Registration Rights Holders to the public or through an underwritten public
offering. In addition, the Registration Rights Agreement will provide that any
Registration Rights Holder may require the Companies, upon written notice, to
register for sale such Registrable Securities (a "DEMAND REGISTRATION"),
provided that the total amount of Registrable Securities to be included in the
Demand Registration has a market value of at least $20 million and that notice
is not given less than nine months after the effective date of the previous
Demand Registration. If Registrable Securities are going to be registered by
the Companies pursuant to a Demand Registration, notice must be provided to the
other Registration Rights Holders of Registrable Securities and permit them to
include any and all Registrable Securities that they hold in the Demand
Registration, provided that the amount of Registrable Securities requested to
be registered may be limited by the underwriters in an underwritten public
offering based upon such underwriters' determination that inclusion of the
total amount of Registrable Securities requested for registration would
materially and adversely affect the success of the offering. Upon notice of a
Demand Registration, the Companies will be required to file a registration
statement within 60 days of the date on which such notice is given, although
the filing may be postponed for up to 90 days under certain circumstances.
Subject to the conditions stated or referred to above, the Registration Rights
Holders may request an unlimited number of Demand Registrations.
The Registration Rights Agreement will also provide that, subject to
certain exceptions, in the event that the Companies propose to file a
registration statement with respect to Registrable Securities, with the
exception of certain other types of registrations, the Companies will offer the
Registration Rights Holders the opportunity to register the number of
Registrable Securities they request to include (the "PIGGYBACK REGISTRATION"),
provided that the amount of Registrable Securities requested to be registered
may be limited by the underwriters in an underwritten public offering based on
such
-14-
<PAGE> 15
underwriters' determination that inclusion of the total amount of Registrable
Securities requested for registration would materially and adversely affect the
success of the offering. The Companies will be required to pay all of the
expenses of registration under the Registration Rights Agreement, other than
underwriting discounts and commissions. The Companies will be required to have
registered for sale to the public the Registrable Securities received by the
Registration Rights Holders (including Paired Shares that are issuable upon
conversion of shares of Series A Preferred Stock) pursuant to the Stock
Purchase Agreement and the Merger Agreement.
The foregoing description of the Registration Rights Agreement is
qualified in its entirety by reference to the copy of the form of Registration
Rights Agreement attached hereto as Exhibit 10.6 and incorporated herein by
reference.
Item 5. Interest in Securities of the Issuer.
(a) The aggregate number and percentage of Paired Shares beneficially
owned (identifying those Paired Shares for which there is a right to acquire)
by each of the Reporting Persons, and for all of the Reporting Persons
collectively, is set forth on Schedule II attached hereto and incorporated
herein in full by reference thereto.
(b) Schedule II attached hereto shows the number of Paired Shares as
to which there is sole power to vote or to direct the vote, shared power to
vote or to direct the vote, sole power to dispose or to direct the disposition
and shared power to dispose or to direct the disposition, for each of the
Reporting Persons. The applicable information required by Item 2 for each
person with whom the power to vote or to direct the vote or to dispose or to
direct the disposition is set forth in Item 2 above.
(c) CFS acquired the CFS Shares on January 5, 1998 pursuant to the
terms of the Merger Agreement. On January 8, 1998, CFS liquidated and
distributed its property, including cash, the CFS Shares and the Series A
Preferred Stock, proportionately to its partners, as a result of which, among
other things, (i) the Trust Shares were distributed to the Trammell Crow 1994
Trust; (ii) the Holdings Shares were distributed to Holdings; (iii) 284,430 of
the CFS Shares were distributed to G-1; (iv) 1,553,214 of the CFS Shares were
distributed to G-2; and (v) 4,467,925 of the CFS Shares were distributed to
G-3. G-1 and G-2 subsequently transferred 154,436 and 843,214, respectively, of
their CFS Shares to G-3 for an amount in cash based on the Price per Share.
Currently, G-1 holds the G-1 Shares, G-2 holds the G-2 Shares, and G-3 holds
the G-3 Shares.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relations with Respect to
Securities of the Issuer.
Agreement to be Bound. See the discussion in Item 4 above.
Standstill Agreement. See the discussion in Item 4 above.
Voting Agreement. See the discussion in Item 4 above.
Registration Rights Agreement. See the discussion in Item 4 above.
Attached hereto as Exhibit 99.1 and incorporated herein by reference
is a copy of the Agreement Among Filing Parties dated as of January 29, 1998.
-15-
<PAGE> 16
Item 7. Material to be Filed as Exhibits.
Exhibit 10.1 - Agreement and Plan of Merger, dated as of April 14,
1997, as amended on November 3, 1997, is incorporated by reference to the
Companies' registration statement on Form S-4, Registration No. 333-39875
(Exhibits 2.1 and 2.2).
Exhibit 10.2 - Amended and Restated Certificate of Incorporation of
Patriot REIT is incorporated by reference to the Companies' registration
statement on Form S-3, Registration No. 333-29671 (Exhibit 3.1).
Exhibit 10.3 - Agreement to be Bound by Standstill Agreement and
Voting Agreement (filed herewith).
Exhibit 10.4 - Standstill Agreement, dated as of April 14, 1997, is
incorporated by reference to the Companies' registration statement on Form S-4,
Registration No. 333-39875 (Exhibit 10.9).
Exhibit 10.5 - Voting Agreement, dated as of April 14, 1997, is
incorporated by reference to the Companies' registration statement on Form S-4,
Registration No. 333-39875 (Exhibit 10.10).
Exhibit 10.6 - Form of Registration Rights Agreement is incorporated
by reference to the Companies' registration statement on Form S-4, Registration
No. 333-39875 (Exhibit 10.5).
Exhibit 99.1 - Agreement Among Filing Parties (filed herewith).
-16-
<PAGE> 17
SCHEDULE I
CERTAIN INFORMATION REGARDING DIRECTORS, EXECUTIVE OFFICERS
AND CONTROLLING PERSONS OF REPORTING PERSONS (OTHER THAN CROW)
1. CF SECURITIES, L.P.
<TABLE>
<CAPTION>
Name and Position Business Address Present Occupation
----------------- ---------------- ------------------
<S> <C> <C>
Mill Spring Holdings, Inc. 3200 Trammell Crow Center
General Partner 2001 Ross Avenue
Dallas, Texas 75201
</TABLE>
2. MILL SPRING HOLDINGS, INC.
<TABLE>
<CAPTION>
Name and Position Business Address Present Occupation
----------------- ---------------- ------------------
<S> <C> <C>
Harlan R. Crow 3200 Trammell Crow Center Investor
Director, Chief Executive Officer 2001 Ross Avenue
and a principal stockholder Dallas, Texas 75201
Susan T. Groenteman 3200 Trammell Crow Center
Director and Executive Vice 2001 Ross Avenue
President Dallas, Texas 75201
Trammell S. Crow 3200 Trammell Crow Center Investor
Director 2001 Ross Avenue
Dallas, Texas 75201
James D. Carreker 3200 Trammell Crow Center
Director 2001 Ross Avenue
Dallas, Texas 75201
Anthony W. Dona 3200 Trammell Crow Center
Director and Executive Vice 2001 Ross Avenue
President Dallas, Texas 75201
Joel Ehrenkranz 3200 Trammell Crow Center
Director 2001 Ross Avenue
Dallas, Texas 75201
Thomas O. Hicks 3200 Trammell Crow Center
Director 2001 Ross Avenue
Dallas, Texas 75201
J. Ronald Terwilliger 3200 Trammell Crow Center
Director 2001 Ross Avenue
Dallas, Texas 75201
Charles R. Brindell, Jr. 3200 Trammell Crow Center
Vice President 2001 Ross Avenue
Dallas, Texas 75201
</TABLE>
-17-
<PAGE> 18
<TABLE>
<S> <C>
Ronald S. Brown 3200 Trammell Crow Center
Vice President 2001 Ross Avenue
Dallas, Texas 75201
Kevin Bryant 3200 Trammell Crow Center
Vice President and Secretary 2001 Ross Avenue
Dallas, Texas 75201
Thomas Burleson 3200 Trammell Crow Center
Vice President 2001 Ross Avenue
Dallas, Texas 75201
Linda S. Cade 3200 Trammell Crow Center
Vice President 2001 Ross Avenue
Dallas, Texas 75201
Jackie Close 3200 Trammell Crow Center
Vice President and Assistant 2001 Ross Avenue
Secretary Dallas, Texas 75201
Jeffrey C. Chavez 3200 Trammell Crow Center
Vice President 2001 Ross Avenue
Dallas, Texas 75201
Mary M. Hager 3200 Trammell Crow Center
Vice President 2001 Ross Avenue
Dallas, Texas 75201
James C. Hendricks 3200 Trammell Crow Center
Vice President 2001 Ross Avenue
Dallas, Texas 75201
Timothy J. Hogan 3200 Trammell Crow Center
Vice President 2001 Ross Avenue
Dallas, Texas 75201
Melissa Huber 3200 Trammell Crow Center
Vice President and Assistant 2001 Ross Avenue
Secretary Dallas, Texas 75201
Carol Kreditor 3200 Trammell Crow Center
Vice President 2001 Ross Avenue
Dallas, Texas 75201
Robert A. McClain 3200 Trammell Crow Center
Vice President 2001 Ross Avenue
Dallas, Texas 75201
Ann Murray 3200 Trammell Crow Center
Vice President 2001 Ross Avenue
Dallas, Texas 75201
Sarah Puckett 3200 Trammell Crow Center
Vice President 2001 Ross Avenue
Dallas, Texas 75201
</TABLE>
-18-
<PAGE> 19
<TABLE>
<S> <C>
John E. Thomas 3200 Trammell Crow Center
Vice President 2001 Ross Avenue
Dallas, Texas 75201
Philip J. Wise 3200 Trammell Crow Center
Vice President 2001 Ross Avenue
Dallas, Texas 75201
</TABLE>
3. G-1 SECURITIES, L.P.
<TABLE>
<CAPTION>
Name and Position Business Address Present Occupation
----------------- ---------------- ------------------
<S> <C> <C>
CFHS, L.L.C. 3200 Trammell Crow Center
General Partner 2001 Ross Avenue
Dallas, Texas 75201
</TABLE>
4. G-2 SECURITIES, L.P.
<TABLE>
<CAPTION>
Name and Position Business Address Present Occupation
----------------- ---------------- ------------------
<S> <C> <C>
CFHS, L.L.C. 3200 Trammell Crow Center
General Partner 2001 Ross Avenue
Dallas, Texas 75201
</TABLE>
5. G-3 SECURITIES, L.P.
<TABLE>
<CAPTION>
Name and Position Business Address Present Occupation
----------------- ---------------- ------------------
<S> <C> <C>
CFHS, L.L.C. 3200 Trammell Crow Center
General Partner 2001 Ross Avenue
Dallas, Texas 75201
</TABLE>
6. CFHS, L.L.C.
<TABLE>
<CAPTION>
Name and Position Business Address Present Occupation
----------------- ---------------- ------------------
<S> <C> <C>
Crow Family, Inc. 3200 Trammell Crow Center
Manager 2001 Ross Avenue
Dallas, Texas 75201
</TABLE>
7. CROW FAMILY, INC.
<TABLE>
<CAPTION>
Name and Position Business Address Present Occupation
----------------- ---------------- ------------------
<S> <C> <C>
Harlan R. Crow 3200 Trammell Crow Center Investor
Director, Chief Executive Officer 2001 Ross Avenue
and a principal stockholder Dallas, Texas 75201
</TABLE>
-19-
<PAGE> 20
<TABLE>
<S> <C> <C>
Susan T. Groenteman 3200 Trammell Crow Center
Director and Executive Vice 2001 Ross Avenue
President Dallas, Texas 75201
Trammell S. Crow 3200 Trammell Crow Center Investor
Director 2001 Ross Avenue
Dallas, Texas 75201
James D. Carreker 3200 Trammell Crow Center
Director 2001 Ross Avenue
Dallas, Texas 75201
Anthony W. Dona 3200 Trammell Crow Center
Director and Executive Vice 2001 Ross Avenue
President Dallas, Texas 75201
Joel Ehrenkranz 3200 Trammell Crow Center
Director 2001 Ross Avenue
Dallas, Texas 75201
Thomas O. Hicks 3200 Trammell Crow Center
Director 2001 Ross Avenue
Dallas, Texas 75201
J. Ronald Terwilliger 3200 Trammell Crow Center
Director 2001 Ross Avenue
Dallas, Texas 75201
Charles R. Brindell, Jr. 3200 Trammell Crow Center
Vice President 2001 Ross Avenue
Dallas, Texas 75201
Ronald S. Brown 3200 Trammell Crow Center
Vice President 2001 Ross Avenue
Dallas, Texas 75201
Kevin Bryant 3200 Trammell Crow Center
Vice President and Secretary 2001 Ross Avenue
Dallas, Texas 75201
Thomas Burleson 3200 Trammell Crow Center
Vice President 2001 Ross Avenue
Dallas, Texas 75201
Linda S. Cade 3200 Trammell Crow Center
Vice President 2001 Ross Avenue
Dallas, Texas 75201
Jackie Close 3200 Trammell Crow Center
Vice President and Assistant 2001 Ross Avenue
Secretary Dallas, Texas 75201
</TABLE>
-20-
<PAGE> 21
<TABLE>
<S> <C>
Jeffrey C. Chavez 3200 Trammell Crow Center
Vice President 2001 Ross Avenue
Dallas, Texas 75201
Mary M. Hager 3200 Trammell Crow Center
Vice President 2001 Ross Avenue
Dallas, Texas 75201
James C. Hendricks 3200 Trammell Crow Center
Vice President 2001 Ross Avenue
Dallas, Texas 75201
Timothy J. Hogan 3200 Trammell Crow Center
Vice President 2001 Ross Avenue
Dallas, Texas 75201
Melissa Huber 3200 Trammell Crow Center
Vice President and Assistant 2001 Ross Avenue
Secretary Dallas, Texas 75201
Carol Kreditor 3200 Trammell Crow Center
Vice President 2001 Ross Avenue
Dallas, Texas 75201
Robert A. McClain 3200 Trammell Crow Center
Vice President 2001 Ross Avenue
Dallas, Texas 75201
Ann Murray 3200 Trammell Crow Center
Vice President 2001 Ross Avenue
Dallas, Texas 75201
Sarah Puckett 3200 Trammell Crow Center
Vice President 2001 Ross Avenue
Dallas, Texas 75201
John E. Thomas 3200 Trammell Crow Center
Vice President 2001 Ross Avenue
Dallas, Texas 75201
Philip J. Wise 3200 Trammell Crow Center
Vice President 2001 Ross Avenue
Dallas, Texas 75201
</TABLE>
-21-
<PAGE> 22
SCHEDULE II
REPORTING PERSONS
<TABLE>
<CAPTION>
Aggregate
Amount Percent of
Sole Shared Sole Shared of Shares Class
Voting Voting Dispositive Dispositive Beneficially Beneficially
Power Power Power Power Owned Owned
------------ ----------- ----------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
CF Securities, L.P.......... -0- -0- -0- -0- -0- 0.0%
Mill Spring Holdings, Inc... -0- 38,936 -0- 38,936- 38,936 0.0%
G-1 Securities, L.P......... -0- 129,994 -0- 129,994 129,994 0.1%
G-2 Securities, L.P......... -0- 710,000 -0- 710,000 710,000 0.8%
G-3 Securities, L.P......... -0- 5,465,575 -0- 5,465,575 5,465,575 6.0%
CFHS, L.L.C. (1)............ -0- 6,305,569 -0- 6,305,569 6,305,569 6.9%
Crow Family, Inc. (2)....... -0- 6,305,569 -0- 6,305,569 6,305,569 6.9%
Harlan R. Crow (3).......... -0- 6,427,617 -0- 6,427,617 6,427,617 7.0%
------------ ----------- ----------- ----------- ------------ ------------
TOTAL.................... -0- 6,427,617 -0- 6,427,617 6,427,617 7.0%
============ =========== =========== =========== -=========== ============
</TABLE>
(1) Includes (a) 129,994 Paired Shares held of record by G-1 Securities,
L.P., (b) 710,000 Paired Shares held of record by G-2 Securities,
L.P., and (c) 5,465,575 Paired Shares held of record by G-3
Securities, L.P., which Paired Shares could be attributed to CFHS as
general partner of G-1, G-2 and G-3, respectively.
(2) Includes 6,305,569 Paired Shares attributable to CFHS, which Paired
Shares could be further attributed to CFI as the sole manager of CFHS.
(3) Includes (a) 6,305,539 Paired Shares held by G-1, G-2 and G-3, which
shares may be deemed to be beneficially owned by Crow as a director,
Chief Executive Officer, and a principal stockholder of CFI, (b)
38,936 Paired Shares held by Holdings, which shares may be deemed to
be beneficially owned by Crow as a director, Chief Executive Officer,
and a principal stockholder of Holdings, and (c) 82,712 Paired Shares
held by the Trammell Crow 1994 Revocable Trust, which shares may be
deemed to be beneficially owned by Crow as a co-trustee of the
Trammell Crow 1994 Revocable Trust.
The Reporting Persons expressly disclaim the existence of any "group"
(within the meaning of Section 13(d)(3) under the Securities Exchange Act of
1934).
-22-
<PAGE> 23
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
<TABLE>
<S> <C> <C>
DATED: January 29, 1998 CF SECURITIES, L.P., a Texas limited partnership
By: Mill Spring Holdings, Inc., a Texas corporation, as its
sole general partner
By: /s/ Susan T. Groenteman
-----------------------------
Susan T. Groenteman
Executive Vice President
DATED: January 29, 1998 MILL SPRING HOLDINGS, INC.
By: /s/ Susan T. Groenteman
-----------------------------
Susan T. Groenteman
Executive Vice President
DATED: January 29, 1998 G-1 SECURITIES, L.P., a Delaware limited partnership
By: CFHS, L.L.C., a Delaware limited liability company, as
its sole general partner
By: Crow Family, Inc., a Texas corporation, as its sole
manager
By: /s/ Susan T. Groenteman
-----------------------------
Susan T. Groenteman
Executive Vice President
DATED: January 29, 1998 G-2 SECURITIES, L.P., a Delaware limited partnership
By: CFHS, L.L.C., a Delaware limited liability company, as
its sole general partner
By: Crow Family, Inc., a Texas corporation, as its sole
manager
By: /s/ Susan T. Groenteman
-----------------------------
Susan T. Groenteman
Executive Vice President
</TABLE>
-23-
<PAGE> 24
<TABLE>
<S> <C> <C>
DATED: January 29, 1998 G-3 SECURITIES, L.P., a Delaware limited partnership
By: CFHS, L.L.C., a Delaware limited liability company, as
its sole general partner
By: Crow Family, Inc., a Texas corporation, as its sole
manager
By: /s/ Susan T. Groenteman
-----------------------------
Susan T. Groenteman
Executive Vice President
DATED: January 29, 1998 CFHS, L.L.C., a Delaware limited liability company
By: Crow Family, Inc., a Texas corporation, as its sole
manager
By: /s/ Susan T. Groenteman
-----------------------------
Susan T. Groenteman
Executive Vice President
DATED: January 29, 1998 CROW FAMILY, INC., a Texas corporation
By: /s/ Susan T. Groenteman
-----------------------------
Susan T. Groenteman
Executive Vice President
DATED: January 29, 1998 /s/ Harlan R. Crow
---------------------------------
Harlan R. Crow
</TABLE>
-24-
<PAGE> 25
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
-------
<S> <C>
10.1 Agreement and Plan of Merger, dated as of April 14, 1997, as
amended on November 3, 1997, is incorporated by reference to the
Companies' registration statement on Form S-4, Registration No.
333-39875 (Exhibits 2.1 and 2.2).
10.2 Amended and Restated Certificate of Incorporation of Patriot REIT
is incorporated by reference to the Companies' registration
statement on Form S-3, Registration No. 333-29671 (Exhibit 3.1).
10.3 Agreement to be Bound by Standstill Agreement and Voting
Agreement (filed herewith).
10.4 Standstill Agreement , dated as of April 14, 1997, is
incorporated by reference to the Companies' registration
statement on Form S-4, Registration No. 333-39875 (Exhibit
10.9).
10.5 Voting Agreement, dated as of April 14, 1997, is incorporated by
reference to the Companies' registration statement on Form S-4,
Registration No. 333-39875 (Exhibit 10.10).
10.6 Form of Registration Rights Agreement is incorporated by
reference to the Companies' registration statement on Form S-4,
Registration No. 333-39875 (Exhibit 10.5).
99.1 Agreement Among Filing Parties (filed herewith).
</TABLE>
-25-
<PAGE> 1
EXHIBIT 10.3
AGREEMENT TO BE BOUND BY
STANDSTILL AGREEMENT AND VOTING AGREEMENT
THIS AGREEMENT TO BE BOUND BY STANDSTILL AGREEMENT AND VOTING
AGREEMENT (this "Agreement") is made as of the 5th day of January, 1998, by
Patriot American Hospitality, Inc., a Delaware corporation ("Patriot"), Patriot
American Hospitality Operating Company, a Delaware corporation ("OPCO"), G-1
Securities, L.P., a Delaware limited partnership ("G-1"), G-2 Securities, L.P.,
a Delaware limited partnership ("G-2"), and G-3 Securities, L.P., a Delaware
limited partnership ("G-3").
RECITALS
WHEREAS, Patriot, CF Securities, L.P., a Texas limited partnership
("CF Securities"), and OPCO, are parties to a Standstill Agreement dated as of
April 14, 1997 (the "Standstill Agreement") and a Voting Agreement of even date
therewith (the "Voting Agreement"), each of which was executed in connection
with a Stock Purchase Agreement of even date therewith (the "Stock Purchase
Agreement") providing for the sale by CF Securities and the purchase by Patriot
of shares of common stock, par value $.01 per share, of Wyndham Hotel
Corporation, pursuant to which CF Securities will receive paired shares of
common stock, par value $.01 per share, of Patriot and shares of common stock,
par value $.01 per share, of OPCO ("Paired Shares") and shares of Series A
Preferred Stock, par value $.01 per share, of Patriot ("Unpaired Shares");
WHEREAS, it is contemplated that following the consummation of the
transactions contemplated by the Stock Purchase Agreement CF Securities will
liquidate and in connection therewith make distribution to its partners, G-1,
G-2 and G-3 (collectively, the "Distributees"), of the Paired Shares and
Unpaired Shares received by it pursuant to the Stock Purchase Agreement;
WHEREAS, the Standstill Agreement places certain restrictions on
transfers of the Paired Shares and Unpaired Shares received by CF Securities
pursuant to the Stock Purchase Agreement but permits transfers to Affiliates
(as defined in the Standstill Agreement) such as the Distributees who (i)
executes an agreement with Patriot pursuant to which the Transferee (as defined
in the Standstill Agreement) agrees to be bound by all of the terms and
conditions of, and makes, as of a time immediately prior to such transfer, each
of the representations and warranties contained in the Standstill Agreement (as
if such Transferee were CF Securities for purposes thereof) and (ii) enters
into a voting agreement, identical in substance to the Voting Agreement, with
Patriot; and
WHEREAS, the Distributees wish to provide for the transfer by CF
Securities to the Distributees of Paired Shares and Unpaired Shares owned by CF
Securities in accordance with the terms of the Standstill Agreement;
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Distributees hereby agree as follows:
<PAGE> 2
1. Agreement to Be Bound by Standstill Agreement. Immediately upon the
liquidation of CF Securities and the distribution by CF Securities to the
Distributees of all Paired Shares and Unpaired Shares then owned by it (the
"Contemplated Transfers"), each of the Distributees shall be bound by all of
the terms and conditions of, and makes, as of the time immediately preceding
such distribution, each of the representations and warranties contained in
(applied to such Distributee as if such Distributee were CF Securities for
purposes thereof and with Exhibit A to the Standstill Agreement being deemed
amended to reflect the receipt by CF Securities of Paired Shares and Unpaired
Shares in exchange for its shares of common stock, par value $.01 per share, of
Wyndham Hotel Corporation pursuant to the Stock Purchase Agreement), the
Standstill Agreement.
2. Agreement to Be Bound by Voting Agreement. Immediately upon the
Contemplated Transfers, each of the Distributees shall be bound by all of the
terms and conditions of, and entitled to all of the benefits of, the Voting
Agreement, with the Distributees being considered collectively to be the
"Stockholder" for all purposes of the Voting Agreement.
3. Consent of Patriot and OPCO. Patriot and OPCO hereby consent to the
Contemplated Transfers.
4. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, each of the parties hereto have executed this
Agreement as of the date first above written.
PATRIOT AMERICAN HOSPITALITY, INC.
By: /s/ Rex E. Stewart
-------------------------------
Rex E. Stewart
Chief Financial Officer
PATRIOT AMERICAN HOSPITALITY
OPERATING COMPANY
By: /s/ Rex E. Stewart
-------------------------------
Rex E. Stewart
Chief Financial Officer
2
<PAGE> 3
G-1 SECURITIES, L.P.
By: CFHS, L.L.C., its sole general
partner
By: Crow Family, Inc. its
sole manager
By: /s/ Susan T. Groenteman
----------------------------
Susan T. Groenteman
Executive Vice President
G-2 SECURITIES, L.P.
By: CFHS, L.L.C., its sole general
partner
By: Crow Family, Inc. its
sole manager
By: /s/ Susan T. Groenteman
--------------------------
Susan T. Groenteman
Executive Vice President
G-3 SECURITIES, L.P.
By: CFHS, L.L.C., its sole general
partner
By: Crow Family, Inc. its
sole manager
By: /s/ Susan T. Groenteman
----------------------------
Susan T. Groenteman
Executive Vice President
3
<PAGE> 1
EXHIBIT 99.1
<PAGE> 2
AGREEMENT AMONG FILING PARTIES
THIS AGREEMENT is made and entered into on January 29, 1998, by and
among CF Securities, L.P., a Texas limited partnership, Mill Spring Holdings,
Inc., a Texas corporation, G-1 Securities, L.P., a Delaware limited
partnership, G-2 Securities, L.P., a Delaware limited partnership, G-3
Securities, L.P., a Delaware limited partnership, CFHS, L.L.C., a Delaware
limited liability company, Crow Family, Inc., a Texas corporation, and Harlan
R. Crow, (collectively referred to herein as the "FILING PARTIES").
WHEREAS, Rule 13d-1(f)(1)(iii) under the Securities Exchange Act of
1934, as amended (the "ACT"), requires that, when a Schedule 13D is filed on
behalf of more than one person, an agreement be executed and filed as an
exhibit to the Schedule 13D reflecting that the Schedule 13D is being filed on
behalf of all such persons:
NOW, THEREFORE, in consideration of the premises and the mutual
promises stated herein, the Filing Parties hereby agree as follows:
(i) Each Filing Party agrees that a single Schedule 13D (and any
amendments thereto) shall be filed jointly on behalf of all the Filing Parties
with respect to the paired shares of common stock, $.01 par value per share, of
Patriot American Hospitality, Inc., a Delaware corporation, and common stock,
$.01 par value per share, of Wyndham International, Inc. (formerly known as
Patriot American Hospitality Operating Company), a Delaware corporation.
(ii) Each Filing Party acknowledges and agrees that, pursuant to Rule
13d-1(f)(1) under the Act, each Filing Party individually is (i) eligible to
use the Schedule 13D and (ii) responsible for the timely filing of such
Schedule 13D and any amendments thereto and for the completeness and accuracy
of the information concerning such Filing Party contained in such Schedule 13D.
None of the Filing Parties, however, shall be responsible for the completeness
or accuracy of information concerning any other Filing Party contained in such
Schedule 13d, or any amendments thereto, unless such Filing Party knows or has
reason to believe that such information is incomplete or inaccurate.
(iii) This agreement shall not be assignable by any Filing Party. Any
assignment in violation of the foregoing shall be null and void.
(iv) This agreement shall terminate upon the written notice of
termination given by any Filing Party to the other Filing Parties.
(v) This agreement may be executed in several counterparts, each of
which shall be deemed to be an original copy hereof.
<PAGE> 3
IN WITNESS WHEREOF, each of the undersigned has hereby executed this
Agreement Among Filing Parties as of the date or dates indicated below.
<TABLE>
<S> <C> <C>
DATED: January 29, 1998 CF SECURITIES, L.P., a Texas limited partnership
By: Mill Spring Holdings, Inc., a Texas corporation, as its
sole general partner
By: /s/ Susan T. Groenteman
-----------------------------
Susan T. Groenteman
Executive Vice President
DATED: January 29, 1998 MILL SPRING HOLDINGS, INC.
By: /s/ Susan T. Groenteman
-----------------------------
Susan T. Groenteman
Executive Vice President
DATED: January 29, 1998 G-1 SECURITIES, L.P., a Delaware limited partnership
By: CFHS, L.L.C., a Delaware limited liability company, as
its sole general partner
By: Crow Family, Inc., a Texas corporation, as its sole
manager
By: /s/ Susan T. Groenteman
-----------------------------
Susan T. Groenteman
Executive Vice President
DATED: January 29, 1998 G-2 SECURITIES, L.P., a Delaware limited partnership
By: CFHS, L.L.C., a Delaware limited liability company, as
its sole general partner
By: Crow Family, Inc., a Texas corporation, as its sole
manager
By: /s/ Susan T. Groenteman
-----------------------------
Susan T. Groenteman
Executive Vice President
</TABLE>
<PAGE> 4
<TABLE>
<S> <C> <C>
DATED: January 29, 1998 G-3 SECURITIES, L.P., a Delaware limited partnership
By: CFHS, L.L.C., a Delaware limited liability company, as
its sole general partner
By: Crow Family, Inc., a Texas corporation, as its sole
manager
By: /s/ Susan T. Groenteman
-----------------------------
Susan T. Groenteman
Executive Vice President
DATED: January 29, 1998 CFHS, L.L.C., a Delaware limited liability company
By: Crow Family, Inc., a Texas corporation, as its sole
manager
By: /s/ Susan T. Groenteman
-----------------------------
Susan T. Groenteman
Executive Vice President
DATED: January 29, 1998 CROW FAMILY, INC., a Texas corporation
By: /s/ Susan T. Groenteman
-----------------------------
Susan T. Groenteman
Executive Vice President
DATED: January 29, 1998 /s/ Harlan R. Crow
---------------------------------
Harlan R. Crow
</TABLE>
