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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): February 16, 1999
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PATRIOT AMERICAN HOSPITALITY, WYNDHAM INTERNATIONAL, INC.
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 (Address, Including Zip Code, and
Telephone Number, Including Area Code, of Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices) Registrant's 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
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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 February 16, 1999, Patriot American Hospitality, Inc. and Wyndham
International, Inc. issued a press release. A copy of the press release is
attached hereto and incorporated herein in its entirety.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS
Exhibit No. Description
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99.1 Press release dated February 16, 1999
3
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrants have duly caused this report to be filed on their behalf by the
undersigned thereunto duly authorized.
Dated: February 16, 1999 PATRIOT AMERICAN HOSPITALITY, INC.
By: /s/ William W. Evans
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Name: William W. Evans III
Title: President and Chief
Operating Officer
WYNDHAM INTERNATIONAL, INC.
By: /s/ William W. Evans
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Name: William W. Evans III
Title: Executive Vice President
4
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EXHIBIT INDEX
NUMBER ITEM
- ------ ----
* 99.1 Press release dated February 16, 1999
* Filed herewith
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Exhibit 99.1
[Letterhead of Patriot American Hospitality, Inc.
and Wyndham International, Inc.]
MEDIA INQUIRIES: ANALYST INQUIRIES:
Suzanne Cottraux Paul Keung
V.P. of Corp. Comm. and Public Affairs V.P. of Finance, Investor Relations
(214) 863-1258 (214) 863-1265
PATRIOT EXTENDS LETTER OF INTENT WITH INVESTOR GROUP
DALLAS, TX, FEBRUARY 16, 1999--Patriot American Hospitality, Inc.
(NYSE:PAH), whose shares are paired and trade with those of its operating
company, Wyndham International, Inc. today announced it has extended a letter
of intent with an investor group which had previously proposed making a
substantial equity investment in Patriot until February 26, 1999, at 5 p.m.
EST or if earlier when the parties agree upon the definitive documentation.
Patriot said it would negotiate exclusively with the investor group during
this period in an attempt to reach a definitive agreement in the best
interests of Patriot's shareholders.
Under the terms of the letter of intent, the investor group, comprised
of Thomas H. Lee Company; Apollo Real Estate Advisors, L.P.; Apollo
Management, L.P.; Beacon Capital Partners, Inc.; and Rosen Consulting Group,
would purchase up to $1 billion of convertible preferred stock.
ABOUT PATRIOT AMERICAN HOSPITALITY, INC. AND WYNDHAM INTERNATIONAL, INC.
Patriot American Hospitality, Inc. is currently the nation's
second-largest hotel real estate investment trust (REIT) with a portfolio
comprised of 474 owned, managed, leased or franchised hotels and resorts with
more than 101,774 rooms. Its paired operating company, Wyndham International,
Inc., comprised of the Grand Bay Hotels & Resorts Division, the Wyndham Hotel
Group, the All-Suites Division and PAH Management Services, leases, manages
and franchises primarily upscale and luxury hotel and resort properties
represented by its proprietary brands and provides management services for
third-party owned hotels and resorts.
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