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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): November 27, 1998
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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 Number) (I.R.S. Employer Identification Number)
1950 Stemmons Freeway 1950 Stemmons Freeway
Suite 6001 Suite 6001
Dallas, Texas 75207 Dallas, Texas 75207
(214) 863-1000 (214) 863-1000
(Address, Including Zip Code, and Telephone (Address, Including Zip Code, and Telephone
Number, Including Area Code, of Registrant's Number, Including Area Code, of Registrant's
Principal Executive Offices) Principal Executive Offices)
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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
(214) 863-1000 (214) 863-1000
(Name, Address, Including Zip Code, (Name, Address, Including Zip Code,
and Telephone Number, Including and Telephone Number, Including
Area Code, of Agent of Service) Area Code, of Agent of Service)
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copies to:
GILBERT G. MENNA, P.C.
KATHRYN I. MURTAGH, ESQ.
Goodwin, Procter & Hoar LLP
Exchange Place
Boston, Massachusetts 02109-2881
(617) 570-1000
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Item 5. Other Events.
On November 27, 1998, Patriot American and Wyndham International
issued a press release regarding its operations. The text of the press
release is as follows:
"Patriot American Hospitality, Inc. and Wyndham International, Inc.
(NYSE:PAH) announced today that the Companies currently estimate that combined
funds from operations (FFO) for the three months ending December 31, 1998 will
total approximately $76 million, or approximately $0.42 per share on a diluted
basis.
The Companies' current fourth quarter FFO estimate excludes
approximately $16 million of revenue relating to the cancellation of certain
contract rights and also reflects the negative effects of Hurricane Georges on
the Companies' hotel operations. As previously reported, the Companies are
currently analyzing the characterization and timing of recognition of the
revenue associated with the cancellation of the contract rights.
The Companies' current FFO per share estimate for the fourth quarter of
1998 is based upon the number of weighted shares and OP units outstanding on
November 27, 1998 on a diluted basis, which includes approximately 21 million
shares issued as collateral to PaineWebber under its forward equity contract
with the Companies, but excludes approximately 21.6 million shares issued as
collateral to UBS and NationsBank under their forward equity contracts with the
Companies since the Companies have the right to settle the UBS and NationsBank
forward equity contracts in cash. Pursuant to the terms of the forward equity
contracts, the approximately 42.6 million total collateral shares were issued to
the counterparties at 125% of the amount required to settle such forward equity
contracts.
The Companies previously announced combined FFO of $58 million for the
third quarter of 1998, or $0.34 per share, based on diluted weighted average
shares and OP units outstanding of approximately 172.7 million during the
quarter.
For the six months ending December 31, 1998, the Companies currently
estimate combined FFO of approximately $134 million, or approximately $0.76 per
share on a diluted basis.
The Companies do not intend to comment further on FFO estimates for the
fourth quarter of 1998 prior to reporting actual results for the period.
This press release contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. The Companies' actual results could differ
materially from those set forth in the forward-looking statements. Certain
factors that might cause such a difference include the availability of debt and
equity financing on terms and conditions favorable to the Companies; the
willingness of the Companies' lenders to refinance, extend or amend the terms of
existing
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indebtedness; the willingness of the counterparties to the Companies' forward
equity contracts to enter into settlements regarding those agreements; the
Companies' ability to effect sales of assets on favorable terms and conditions;
risks associated with the hotel industry and real estate markets in general; and
other factors detailed in the Companies' Current Report on Form 8-K dated
November 9, 1998, Quarterly Report for the period ended September 30, 1998, and
Registration Statements on Form S-3 (333-58705 and 333-65339)."
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be filed on its behalf by the
undersigned thereunto duly authorized.
PATRIOT AMERICAN HOSPITALITY,
INC.
Dated: November 30, 1998 By: /s/ Lawrence S. Jones
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Name: Lawrence S. Jones
Title: Executive Vice President and
Treasurer
WYNDHAM INTERNATIONAL, INC.
By: /s/ Lawrence S. Jones
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Name: Lawrence S. Jones
Title: Executive Vice President and
Treasurer
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