<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 13, 1999
REGISTRATION STATEMENT NOS. 333- , 333- -01
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
REGISTRATION STATEMENT
ON FORM S-3 UNDER
THE SECURITIES ACT OF 1933
---------------------
<TABLE>
<S> <C>
PATRIOT AMERICAN HOSPITALITY, INC. WYNDHAM INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in its (Exact Name of Registrant as Specified in its
Charter) Charter)
DELAWARE DELAWARE
(State or Other Jurisdiction of Incorporation or (State or Other Jurisdiction of Incorporation or
Organization) Organization)
94-0358820 94-2878485
(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
1950 Stemmons Freeway 1950 Stemmons Freeway
Suite 6001 Suite 6001
Dallas, TX 75207 Dallas, TX 75207
(214) 863-1000 (214) 863-1000
(Address, Including Zip Code and Telephone Number, Including Area Code, of Registrant's Principal
Executive Office)
JAMES D. CARREKER JAMES D. CARREKER
Chief Executive Officer Chairman of the Board and Chief Executive Officer
Patriot American Hospitality, Inc. Wyndham International, Inc.
1950 Stemmons Freeway 1950 Stemmons Freeway
Suite 6001 Suite 6001
Dallas, TX 75207 Dallas, TX 75207
(214) 863-1000 (214) 863-1000
(Name, Address, Including Zip Code and Telephone Number, Including Area Code, of Agent for Service)
</TABLE>
--------------------------
Copies to:
GILBERT G. MENNA, P.C.
KATHRYN I. MURTAGH, ESQ.
GOODWIN, PROCTER & HOAR LLP
EXCHANGE PLACE BOSTON, MA 02109-2881
(617) 570-1000
--------------------------
Approximate date of commencement of proposed sale to public:
As soon as practicable after this registration statement becomes effective.
--------------------------
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
--------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SHARES AMOUNT TO AGGREGATE PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED BE REGISTERED PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share, of
Patriot American Hospitality, Inc.
("Patroit Common Stock") paired with
Common Stock, par value $.01 per share, of
Wyndham International, Inc. ("Wyndham
Common Stock")............................ 1,086,916 $4.4375 $4,823,190 $1,341
</TABLE>
(1) Based upon the average of the high and low sale prices of the paired shares
of Patriot Common Stock and Wyndham Common Stock as reported on the New York
Stock Exchange on April 8, 1999 and estimated solely for the purpose of
calculating the registration fee in accordance with Rule 457(c) of the
Securities Act of 1933 as amended.
--------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(a), MAY
DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
<PAGE>
PROSPECTUS
PATRIOT AMERICAN HOSPITALITY, INC.
1,086,916 SHARES OF COMMON STOCK
WYNDHAM INTERNATIONAL, INC.
1,086,916 SHARES OF COMMON STOCK
This prospectus covers the sale of up to 1,086,916 shares of common stock of
Patriot American Hospitality, Inc and common stock of Wyndham International,
Inc., which are paired and traded together as one unit. We are registering the
paired shares for the account of one of our stockholders.
The selling stockholder and any agents, dealers or underwriters that
participate with the selling stockholder in the distribution of the paired
shares may be deemed to be "underwriters" within the meaning of the Securities
Act of 1933, in which case any commissions received by such agents, dealers or
underwriters and any profit on the resale of the paired shares purchased by them
may be deemed underwriting commissions or discounts under the Securities Act.
Our paired common stock is listed on the New York Stock Exchange under the
symbol "PAH." On April 12, 1999, the reported closing sale price of our paired
common stock was $4.5625 per share. Our address is 1950 Stemmons Freeway, Suite
6001, Dallas, Texas 75207, and our telephone number is (214) 863-1000.
SEE "RISK FACTORS" BEGINNING ON PAGE 3 FOR A DISCUSSION OF CERTAIN FACTORS
YOU SHOULD CONSIDER BEFORE YOU INVEST IN OUR PAIRED SHARES.
---------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
---------------------
This prospectus may not be used to consummate sales of paired shares unless
accompanied by a prospectus supplement.
The date of this prospectus is , 1999
<PAGE>
AVAILABLE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information electronically with the Securities and Exchange Commission (the
"SEC" or the "Commission"). You may read and copy any of the reports, statements
or other information that we file with the SEC at the SEC's Public Reference
Room at 450 Fifth Street, N.W., in Washington, D.C. Please call the SEC at
1-800-SEC-0330 for further information on the Public Reference Room. Our SEC
filings are also available from the New York Stock Exchange (the "NYSE"), 20
Broad Street, New York, New York 10005, and from the Internet site maintained by
the SEC at http://www.sec.gov.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
This prospectus is part of a registration statement we filed with the SEC to
register the shares of paired common stock. It does not repeat important
information that you can find in our registration statement or in the reports
and other documents that we file with the SEC. The SEC allows us to "incorporate
by reference" the information we file with them. This means that we can disclose
important information to you by referring you to other documents that are
legally considered to be part of this prospectus, and later information that we
file with the SEC will automatically update and supersede the information in
this prospectus and the documents listed below. We incorporate by reference the
documents listed below, and any future filings made with the SEC under Section
13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 until we sell
all the shares of paired common stock covered by this registration statement.
Corporation and Operating Company (Nos. 001-09319, 001-09320)
1. Annual Report on Form 10-K of Patriot American Hospitality, Inc. and
Wyndham International, Inc. for the fiscal year ended December 31, 1998;
2. Current Reports on Form 8-K of Patriot American Hospitality, Inc. and
Wyndham International, Inc. dated: (1) January 29, 1999 (filed February 4,
1999); (2) February 16, 1999 (filed February 16, 1999); (3) March 2, 1999 (filed
March 2, 1999); (4) February 26, 1999 (filed March 3, 1999); (5) March 26, 1999
(filed March 26, 1999); and (6) March 26, 1999 (filed March 29, 1999); and
3. The description of our paired shares contained or incorporated by
reference in our registration statement on Form 8-A, as amended.
You may request a copy of these filings, but not the exhibits filed with
them, at no cost by writing or telephoning us at the following address: 1950
Stemmons Freeway, Suite 6001, Dallas, Texas 75207, attention: Shareholder
Relations (Telephone No. (214) 863-1000). You should rely only on the
information incorporated by reference or contained in this prospectus or any
supplement. We have not authorized anyone else to provide you with different or
additional information. We are not making an offer of paired shares in any state
where the offer is not permitted. You should not assume that the information in
this prospectus or any supplement is accurate as of any date other than the date
on the front of those documents.
This prospectus and the documents incorporated by reference contain forward
looking statements within the meaning of Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. Our actual results could differ materially from those set forth in the
forward-looking statements. Certain factors that might cause such a difference
are discussed in "Risk Factors."
1
<PAGE>
CERTAIN DEFINITIONS
We operate under a REIT structure involving several companies and
partnerships. In this prospectus and in any supplement to this prospectus, the
following terms have the following meanings:
"Companies" means the Corporation and the Operating Company.
"Corporation" means all of the following:
- Patriot American Hospitality, Inc.
- PAH GP, Inc. and PAH LP, Inc., which are wholly-owned subsidiaries of
Patriot American Hospitality, Inc.
- Patriot American Hospitality Partnership, L.P.
- All subsidiaries of PAH GP, Inc., and Patriot American Hospitality
Partnership, L.P.
"Operating Company" means all of the following:
- Wyndham International, Inc. (formerly known as Patriot American
Hospitality Operating Company)
- Wyndham International Partnership, L.P. (formerly known as Patriot
American Hospitality Operating Partnership, L.P.)
- All subsidiaries of Wyndham International, Inc. and Wyndham
International Partnership, L.P.
"Operating Partnership" means Wyndham International Partnership, L.P.
"Partnerships" means the Operating Partnership and the Realty Partnership.
"Realty Partnership" means Patriot American Hospitality Partnership, L.P.
2
<PAGE>
RISK FACTORS
In addition to other information contained in or incorporated by reference
in this prospectus, you should carefully consider the following risk factors
before investing in our paired shares.
THERE ARE RISKS RELATING TO THE PROPOSED $1 BILLION INVESTMENT AND THE RELATED
RESTRUCTURING
On February 18, 1999, the Corporation, the Operating Company, the Realty
Partnership, the Operating Partnership and affiliates of each of Apollo Real
Estate Advisors III, L.P., Apollo Management IV, L.P., Thomas H. Lee Company,
Beacon Capital Partners, L.P. and Rosen Consulting Group entered into a
Securities Purchase Agreement pursuant to which the investors will purchase $1
billion of a newly-issued Series B Convertible Preferred Stock of the Operating
Company.
Under the terms of the Purchase Agreement, we are required to complete a
restructuring of our existing paired share REIT structure prior to the
investment by the investors. The proposed restructuring plan includes the
following transactions: (1) the Corporation will merge into a wholly-owned
subsidiary of the Operating Company, (2) the Pairing Agreement between the
Corporation and the Operating Company will terminate, and (3) the Corporation
will terminate its status as a real estate investment trust (a "REIT") under the
Internal Revenue Code of 1986, as amended (the "Code"), effective January 1,
1999.
The risks associated with the proposed equity investment and the
restructuring include, but are not limited to, the following:
- The equity investment, if consummated, will have a dilutive effect on the
Operating Company's net income per share of the Operating Company's Common
Stock. Under certain circumstances, the conversion price for the Series B
Convertible Stock may be adjusted downwards and such adjustments will have
further dilutive effect.
- If the equity investment is consummated, the investors will have
substantial voting control over the Companies.
- If we complete the restructuring, the Corporation will no longer be a REIT
under the Code and will be subject to federal income taxes as a C
corporation. As a C corporation, the Corporation will no longer be
required to pay dividends and may decide to pay a substantial lower
dividend or no dividend to its common stockholders.
IF WE DO NOT COMPLETE THE $1 BILLION EQUITY INVESTMENT, THERE MAY BE NEGATIVE
CONSEQUENCES.
In the event that our stockholders do not approve the $1 billion equity
investment or in the event that the investment is not made, there will be
several potential negative consequences:
- If the $1 billion equity investment is not made on or prior to June 30,
1999, approximately $1.0 billion of debt will mature. We would have to
raise capital from another source or sell assets to produce proceeds
sufficient to pay these debt maturities.
- If the $1 billion equity investment is not made, we may have to sell
significant amounts of assets, including resort properties or Operating
Company managed properties in major cities, to meet debt maturities. Such
sales could negatively impact our strategy to expand our brand
recognition and build our hotel portfolio.
- If the $1 billion equity investment is not made, we would have to secure
other sources of capital to fund our hotel development programs. In the
absence of available capital, we may have to terminate or reduce our
development activities. Any termination of development activities may
result in our forfeiture of deposits or other funds.
THERE MAY BE ADVERSE EFFECTS IF WE FAIL TO SPIN-OFF INTERSTATE'S THIRD-PARTY
HOTEL MANAGEMENT BUSINESS
On May 27, 1998, we and Interstate Hotels Company ("Interstate") entered
into a settlement agreement (as amended on August 26, 1998, October 29, 1998,
January 6, 1999, and March 11, 1999, the "Settlement Agreement") with Marriott
International, Inc. ("Marriott") which addressed certain claims asserted by
Marriott in connection with the Corporation's then proposed merger with
Interstate. The
3
<PAGE>
Settlement Agreement provided for the dismissal of litigation brought by
Marriott, and allowed the Corporation's merger with Interstate to close on June
2, 1998.
In addition to dismissal of the Marriott litigation, the Settlement
Agreement provides for three principal transactions: (i) the re-branding of ten
Marriott hotels under the Wyndham name, (ii) the assumption by Marriott of the
management of ten Marriott hotels formerly managed by Interstate for the
remaining term of the Marriott franchise agreement, and (iii) the divestiture by
the Companies (subject to extension upon payment of certain fees by the
Companies) of the third-party management business which was operated by
Interstate (the "Divestiture"). The ten Marriott hotels are expected to be
converted to the Wyndham brand over the next approximately 15 months.
To effect the Divestiture we could elect to (i) sell Interstate's
third-party managment business to an unrelated buyer or (ii) distribute equity
stock of the subsidiary conducting Interstate's third-party management business
to the existing holders of Paired Shares (the "Spin-Off"). However, since we did
not enter into a non-binding letter of intent for the sale of Interstate's
third-party management business on or before March 31, 1999, the sale
alternative is no longer available to us. As a result, we must complete the
Spin-Off on or prior to April 30, 1999. We plan to complete the Spin-Off by
April 30, 1999, but we can not assure you that we will be able to complete the
Spin-Off as scheduled.
If we do not complete the Divestiture within the time table set forth above,
Marriott will be entitled to receive 110% of the fees otherwise due under the
submanagement agreements with respect to the ten hotels Marriott will manage
pursuant to the submanagement arrangement described above. Additionally, we will
be subject to other penalties, including Marriott's right to purchase, subject
to third-party consents, the hotels to be submanaged by Marriott and six
additional Marriott hotels owned by us at their then appraised values. Moreover,
subject to any defenses we may have, we would owe Marriott liquidated damages
with respect to the hotels converted to the Wyndham brand, those to be
submanaged by Marriott, and the six additional Marriott hotels Marriott would
have the option to purchase. We also anticipate that Marriott would require
third-party owners of our Marriott-branded hotels to choose an alternative
manager for their hotels. As a result, each respective hotel would either: (i)
lose the Marriott brand, at which time we would have to compensate Marriott for
any lost franchise fees or (ii) terminate the management contract with us and
enter into a contract with an alternative manager. We would owe liquidated
damages on any third-party Marriott-franchised hotel which chooses to convert
its brand.
POTENTIAL DILUTION AND LIQUIDITY EFFECTS OF THE PRICE ADJUSTMENT MECHANISMS
We are parties to forward equity contracts with three counterparties
involving the sale of an aggregate of 13.3 million paired shares, with related
price adjustment mechanisms. Our aggregate obligation under the forward equity
transactions was approximately $321.9 million at April 12, 1999. As of such
date, we had delivered an aggregate of 80.7 million paired shares to the
counterparties as collateral and issued an aggregate of 4.0 million paired
shares for dividends on the collateral shares in addition to approximately 12.5
million paired shares currently owned by the counterparties or their affiliates.
We currently intend to settle in full all of the forward transactions with a
portion of the proceeds of the $1 billion equity investment described above. If
the forward transactions are settled in cash, the counterparties must deliver to
us the paired shares then owned or held by them as collateral under the
respective forward agreements.
On February 28, 1999, all three counterparties agreed, subject to specified
conditions, not to require settlement under their respective forward agreements
or to sell paired shares in connection with the forward agreements until the
earlier of (a) the closing of the equity investment and (b) June 30, 1999. The
agreements provided that the standstill obligations would terminate if, among
other events, the price of the paired shares fell to a specified threshold. As
of the date hereof, the price of the paired shares has fallen below each of the
respective thresholds. As a result, each of the forward counterparties has the
right to require an immediate settlement of its forward equity transaction.
4
<PAGE>
As of the date hereof, none of the forward counterparties has indicated that
it intends to sell paired shares or require settlement of its forward
transaction; however, we cannot assure you that they will not sell paired shares
or require settlement in the future.
We may settle the forward transactions by delivering either cash or paired
shares. Generally, we may settle by delivering paired shares only if a
registration statement covering such paired shares is effective. There are
effective registration statements covering the sale by the three forward
counterparties of up to 40,000,000 paired shares and the sale by UBS of an
additional 4,000,000 paired shares in connection with the forward equity
transactions. We cannot assure you that these registration statements will
remain effective. Additionally, we plan to file a registration statement to
register the sale of approximately 63 million additional paired shares held as
collateral by the counterparties. This registration statement is not yet
effective and we cannot assure you that it will become effective. We cannot
assure you that we will not be required to register more paired shares in
connection with the forward equity transactions. In addition, given the current
market price of the paired shares, any settlement in paired shares would have
severely dilutive effects on our capital stock. The dilutive effects increase in
the event that the market price of the paired shares decreases as the result of
the sales of paired shares by the forward counterpart.
If we were required to settle one or more of the forward transactions in
cash, sources of cash would not currently be available for us to make those
payments. Moreover, we cannot assure you that our bank lenders would consent to
any cash settlements prior to the closing of the equity investment.
If any of the counterparties sells paired shares, the conversion price of
the preferred stock to be issued to the investors in the equity transaction will
be adjusted downward to the extent that the price we recognize on the sale is
less than $8.75 per share.
5
<PAGE>
SELLING STOCKHOLDER
The following table sets forth information with respect to the selling
stockholder, including the number of paired shares beneficially owned by the
selling stockholder, the number of paired shares registered hereby and the
percentage of paired shares held by the selling stockholder. There can be no
assurance that all or any of the paired shares offered hereby will be sold. If
any are sold, the selling stockholder will receive all of the net proceeds from
the sale of its paired shares offered hereby.
<TABLE>
<CAPTION>
NUMBER OF
NUMBER OF PAIRED SHARES
PAIRED SHARES OWNED BEING REGISTERED IN THE
SELLING STOCKHOLDER BEFORE THE OFFERING OFFERING
- ---------------------------------------------------------------- ---------------------- -----------------------
<S> <C> <C>
McNeill Investment Co., Inc..................................... 1,086,916 1,086,916
</TABLE>
- ------------------------
(1) As of April 12, 1999, the aggregate number of shares being registered
(1,086,916) represents approximately 0.45 percent of all outstanding paired
shares of the Companies.
The selling stockholder received the 1,086,916 paired shares by merger with
two entities which received the shares via a distribution from Crossroads
Memphis Partnership, L.P., which received the shares in connection with the
merger of the Companies with Interstate Hotels Company.
PLAN OF DISTRIBUTION
We will not receive any of the proceeds from this offering. The paired
shares offered hereby may be sold from time to time on the NYSE or other
exchanges on which the paired shares are then traded or in the over-the-counter
market on terms to be determined at the time of such sales. The selling
stockholder may also make private sales directly or through a broker or brokers.
Alternatively, the selling stockholder may from time to time offer paired shares
to or through underwriters, dealers or agents, who may receive consideration in
the form of discounts and commissions; such compensation, which may be in excess
of ordinary brokerage commissions, may be paid by the selling stockholder and/or
the purchasers of the paired shares offered hereby for whom such underwriters,
dealers or agents may act. The selling stockholder and any dealers or agents
that participate in the distribution of the paired shares may be deemed to be
"underwriters" as defined in the Securities Act, and any profit on the sale of
such paired shares offered hereby by them and any discounts, commissions or
concessions received by any such dealers or agents might be deemed to be
underwriting discount and commissions under the Securities Act. The aggregate
proceeds to the selling stockholder from sales of the paired shares by the
selling stockholder will be the purchase price of such paired shares less any
broker's commissions.
The paired shares may also be sold in one or more of the following
transactions: (a) block transactions in which a broker-dealer may sell all or a
portion of such shares as agent but may position and resell all or a portion of
the blocks as principal to facilitate the transaction; (b) purchases by any such
broker-dealer as principal and resale by such broker-dealer for its own account
pursuant to a prospectus supplement; (c) a special offering, an exchange
distribution or a secondary distribution in accordance with applicable NYSE or
other stock exchange rules; (d) ordinary brokerage transactions and transactions
in which any such broker-dealer solicits purchasers; (e) sales "at the market"
to or through a market maker or into an existing trading market, on an exchange
or otherwise, for such shares; and (f) sales in other ways not involving market
makers or established trading markets, including direct sales to purchasers. In
effecting sales, broker-dealers engaged by the selling stockholder may arrange
for other broker-dealers to participate. Broker-dealers will receive commissions
or other compensation from the selling stockholder in amounts to be negotiated
immediately prior to the sale that will not exceed those customary in the types
of transactions involved.
To the extent required, the specific paired shares to be sold, the name of
the selling stockholder, the respective purchase prices and public offering
prices, the names of any agent, dealer or underwriter, any
6
<PAGE>
applicable commissions or discounts with respect to a particular offer, and any
other required information, will be set forth in an accompanying prospectus
supplement.
The paired shares offered hereby may be sold from time to time in one or
more transactions at a fixed offering price, which may be changed, or at varying
prices determined at the time of sale or at negotiated prices.
In order to comply with the securities laws of certain states, if
applicable, the paired shares offered hereby will be sold in such jurisdictions
only through registered or licensed brokers or dealers.
All expenses incident to the offering and sale of the paired shares offered
hereby, other than agents' commissions, underwriters' discounts and transfer
taxes, if any, will be paid by the Corporation and the Operating Company.
LEGAL MATTERS
Certain legal matters, including the legality of the securities, have been
passed upon for the Corporation and the Operating Company by Goodwin, Procter &
Hoar LLP, Boston, Massachusetts, as corporate, securities and tax counsel.
EXPERTS
Ernst & Young LLP, independent auditors, have audited the: 1. (a) Combined
Financial Statements of Patriot American Hospitality, Inc. (the "Corporation")
and Wyndham International, Inc. (the "Operating Company") as of December 31,
1998 and 1997 and for each of the three years in the period ended December 31,
1998, (b) the Consolidated Financial Statements of the Corporation as of
December 31, 1998 and 1997 and for each of the three years in the period ended
December 31, 1998 and the related financial schedules, and (c) the Consolidated
Financial Statements of the Operating Company as of December 31, 1998 and 1997
and for the year ended December 31, 1998 and the six months ended December 31,
1997 included in the Joint Annual Report on Form 10-K of Patriot American
Hospitality, Inc. and Wyndham International, Inc. for fiscal year ended December
31, 1998, as set forth in their report which is incorporated by reference in
this prospectus; 2. (a) Consolidated Financial Statement of WHG Resorts &
Casinos, Inc. as of June 30, 1997 and 1996 and for each of the three years in
the period ended June 30, 1997 and the related financial statement schedule, (b)
the Financial Statements of Posadas de San Juan Associates as of June 30, 1997
and 1996 and for each of the three years in the period ended June 30, 1997 and
the related financial statement schedule, (c) the Financial Statements of WKA El
Con Associates as of June 30, 1997 and 1996, and for each of the three years in
the period ended June 30, 1997, and (d) the Financial Statements of El
Conquistador Partnership, L.P. as of March 31, 1997 and 1996 and for each of the
three years in the period ended March 31, 1997, included in the Joint Current
Report on Form 8-K of Patriot American Hospitality, Inc. and Wyndham
International, Inc. dated April 20, 1998 (filed April 22, 1998) as set forth in
their reports which are incorporated by reference in this prospectus; 3. (a)
Consolidated Financial Statements of SF Hotel Company, L.P. as of January 2,
1998 and January 3, 1997 and for the years then ended, and (b) Combined
Financial Statements of SC Suites Summerfield partnerships as of January 2, 1998
and January 3, 1997 and for the three years in the period ended January 2, 1998,
included in the Joint Current Report of Form 8-K of Patriot American
Hospitality, Inc. and Wyndham International, Inc. dated June 2, 1998, as amended
(filed June 17, 1998 and August 6, 1998), as set forth in their reports which
are incorporated by reference in this prospectus. Each of the above referenced
financial statements and schedules are incorporated herein by reference in
reliance on Ernst & Young LLP's reports, given on their authority as experts in
accounting and auditing.
The Financial Statements of Sheraton City Centre as of December 31, 1996 and
for the year then ended and the Statement of Direct Revenues and Direct
Operating Expenses for the Wyndham Emerald Plaza for the year ended December 31,
1996, included in the Joint Current Report on Form 8-K of Patriot American
Hospitality, Inc. and Wyndham International, Inc. dated January 5, 1998, which
is incorporated
7
<PAGE>
by reference herein, have been audited by PriceWaterhouseCoopers LLP as set
forth in their report thereon included therein and incorporated herein by
reference. The (a) Consolidated Financial Statements 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, and (b) 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 Interstate's
1997 Annual Report on Form 10-K dated March 31, 1998, and the CHC Lease Partners
financial statements as of December 31, 1996 and the period inception (October
2, 1995) through December 31, 1995, incorporated by reference herein, by
reference to the Current Report on Form 8-K dated July 1, 1997, and the CHC
International Hospitality Division Financial Statements as of November 30, 1995,
1996 and 1997 included in the Joint Current Report on Form 8-K of Patriot
American Hospitality, Inc. and Wyndham International, Inc. dated April 20, 1998
(filed April 22, 1998), (c) financial statements of Royal Palace Associates as
of December 31, 1997 and for the year then ended incorporated by reference
herein, by reference to the Current Report on Form 8-K of Patriot American
Hospitality, Inc. and Wyndham International, Inc., dated June 2, 1998 which is
incorporated by reference herein have been audited by PriceWaterhouseCoopers
LLP, independent accountants, as set forth in their report thereon. Each of the
above referenced financial statements have been incorporated by reference herein
in reliance upon the authority of said firm as experts in accounting and
auditing.
The financial statements of Arcadian International Limited (formerly
Arcadian International Plc) and subsidiary undertakings, and Malmaison Limited
and subsidiary undertakings, incorporated in this Prospectus by reference from
the Joint Current Report of Form 8-K/A of Patriot American Hospitality, Inc. and
Wyndham International, Inc. dated June 2, 1998, have been audited by Arthur
Andersen, charted accountants and registered auditors, as indicated in their
reports with respect thereto, are incorporated by reference herein in reliance
upon the authority of said firm as experts in accounting and auditing in giving
such reports.
8
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
WE HAVE NOT AUTHORIZED ANYONE TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS. IF ANYONE GIVES YOU ANY SUCH INFORMATION OR MAKES ANY SUCH
REPRESENTATIONS, YOU SHOULD NOT RELY ON IT OR THEM AS HAVING BEEN AUTHORIZED BY
US. OUR AFFAIRS MAY CHANGE AND YOU SHOULD NOT ASSUME THAT THE INFORMATION IN
THIS PROSPECTUS IS CORRECT AS OF ANY TIME SUBSEQUENT TO THIS DATE. THIS
PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN
OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT
PERMITTED.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information..................................................... 1
Incorporation of Certain Documents by Reference........................... 1
Risk Factors.............................................................. 3
Selling Stockholders...................................................... 6
Plan of Distribution...................................................... 6
Legal Matters............................................................. 7
Experts................................................................... 7
</TABLE>
PATRIOT AMERICAN
HOSPITALITY, INC.
1,086,916 SHARES OF
COMMON STOCK
WYNDHAM
INTERNATIONAL, INC.
1,086,916 SHARES OF
COMMON STOCK
---------------
PROSPECTUS
---------------------
, 1999
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.*
<TABLE>
<S> <C>
Registration fee.................................................. $ 1,341
Printing fees and expenses........................................ 15,000
Legal fees and expenses........................................... 50,000
Accounting fees and expenses...................................... 30,000
Miscellaneous..................................................... 10,000
---------
Total............................................................. $ 106,341
---------
---------
</TABLE>
- ------------------------
* Fees and expenses are estimated with the exception of the registration fee.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law authorizes a corporation
to indemnify its directors, officers, employees and agents against certain
liabilities they may incur in such capacities, including liabilities under the
Securities Act of 1933, provided they act in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the
corporation. Wyndham's certificate of incorporation and bylaws require Wyndham
to indemnify its officers and directors to the full extent permitted by Delaware
law.
Section 102 of the Delaware General Corporation Law authorizes a corporation
to limit or eliminate its directors' liability to the corporation or its
stockholders for monetary damages for breaches of fiduciary duties, other than
for (a) breaches of the duty of loyalty, (b) acts or omissions involving bad
faith, intentional misconduct or knowing violations of the law, (c) unlawful
payments of dividends, stock purchases or redemptions, or (d) transactions from
which a director derives an improper personal benefit. Wyndham's certificate of
incorporation contains provisions limiting the liability of the directors to
Wyndham and to its stockholders to the full extent permitted by Delaware law.
Section 145 of the Delaware General Corporation Law authorizes a corporation
to purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation against any liability
asserted against him and incurred by him or her in any such capacity, or arising
out of his or her status as such. Wyndham's certificate of incorporation and
bylaws provide that Wyndham may, to the full extent permitted by law, purchase
and maintain insurance on behalf of any director, officer, employee or agent of
Wyndham against any liability that may be asserted against him or her, and
Wyndham currently maintains such insurance. Wyndham currently has $75 million of
liability insurance covering its directors and officers for claims asserted
against them or incurred by them in such capacity, including claims brought
under the Securities Act.
ITEM 16. EXHIBITS.
<TABLE>
<S> <S>
4.1(1) Agreement (the "Pairing Agreement"), dated February 15, 1983 and as
amended February 18, 1988, between Bay Meadows Operating Company and
California Jockey Club (f/k/a Bay Meadows Realty Enterprises, Inc.), as
amended (incorporated by reference to Exhibit 4.3 to California Jockey
Club's and Bay Meadows Operating Company's Registration Statement on
Form S-2, and to Exhibit 4.2 to California Jockey Club's and Bay Meadows
Operating Company's Annual Report on Form 10-K for the year ended
December 31, 1987 (Nos. 001-09319 and 001-09320).
</TABLE>
II-1
<PAGE>
<TABLE>
<S> <S>
4.1(2) Amendment No. 2 to the Pairing Agreement (incorporated by reference to
Exhibit 4.2 to Patriot American Hospitality, Inc.'s and Wyndham
International, Inc.'s Registration Statement on Form S-4 (Nos. 333-39875
and 333-39875-01)).
4.1(3) Amendment No. 3 to the Pairing Agreement (incorporated by reference on
Exhibit 4.3 to Patriot American Hospitality, Inc.'s and Wyndham
International, Inc.'s Registration Statement on Form S-4 (Nos. 333-44203
and 333-44203-01)).
4.2 Cooperation Agreement, dated December 18, 1997, between Patriot American
Hospitality, Inc. and Wyndham International, Inc. (incorporated by
reference to Exhibit 4.4 to Patriot American Hospitality, Inc.'s and
Wyndham International, Inc.'s Registration Statement on Form S-4 (Nos.
333-44203 and 333-44203-01)).
4.3 Shareholder Rights Agreement, dated as of December 20, 1998, between
Patriot American Hospitality, Inc. and American Stock Transfer and Trust
Company, as Right Agent (incorporated by reference to Exhibit 4.1 to
Patriot American Hospitality, Inc.'s and Wyndham International, Inc.'s
Current Report on Form 8-K dated as of December 22, 1998) (Nos.
001-09319 and 001-09320)
*5.1 Opinion of Goodwin, Procter & Hoar LLP as to legality of securities being
offered.
*23.1 Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1).
*23.2 Consent of Ernst & Young LLP, Dallas, Texas.
*23.3 Consent of Ernst & Young LLP, San Juan, Puerto Rico.
*23.4 Consent of Ernst & Young LLP, Wichita, Kansas.
*23.5 Consent of PricewaterhouseCoopers LLP, Pittsburgh, Pennsylvania.
*23.6 Consent of PricewaterhouseCoopers LLP, Dallas, Texas.
*23.7 Consent of PricewaterhouseCoopers LLP, Tampa, Florida.
*23.8 Consent of Arthur Andersen, London, United Kingdom.
24.1 Powers of Attorney (included on signature pages to the Registration
Statement).
99.1 Registration Rights and Shareholders Agreement among Interstate Hotels
Company, Trust Leasing, Inc. and Trust Management, Inc. dated as of
August 6, 1997.
99.2 Amendment to Registration Rights and Shareholders Agreement by and between
Patriot American Hospitality, Inc. and McNeill Investment Co. made July
15, 1998.
</TABLE>
- ------------------------
* Filed herewith
II-2
<PAGE>
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high and of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price represent
no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) herein do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof; and
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in
the Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid
by a director, officer, or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of
such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of the
Registrants 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, April 13, 1999.
<TABLE>
<S> <C> <C> <C>
PATRIOT AMERICAN HOSPITALITY, INC. WYNDHAM INTERNATIONAL, INC.
By: /s/ JAMES D. CARREKER /s/ JAMES D. CARREKER
---------------------------------------- ----------------------------------------
James D. Carreker James D. Carreker
Chief Chairman of the Board and Chief
Executive Officer Executive Officer
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated, each of whom also constitutes and
appoints James D. Carreker and John P. Bohlmann and each of them singly, his
true and lawful attorney-in-fact and agent, for him, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments to this Registration
Statement and to file the same and all exhibits thereto, and any other documents
in connection therewith with the Securities and Exchange Commission, granting
unto each attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done as fully to all
intent and purposes as he might or could do in person, hereby ratifying and
confirming all that each attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
<TABLE>
<CAPTION>
NAME TITLE DATE
- ------------------------------ ------------------------------ ---------------
<C> <S> <C>
Chief Executive Officer and
/s/ JAMES D. CARREKER Director, Patriot American
- ------------------------------ Hospitality, Inc. (Principal April 13, 1999
James D. Carreker Executive Officer)
President, Chief Operating
/s/ WILLIAM W. EVANS III Officer and Director,
- ------------------------------ Patriot American April 13, 1999
William W. Evans III Hospitality, Inc.
Executive Vice President and
/s/ LAWRENCE S. JONES Treasurer, Patriot American
- ------------------------------ Hospitality, Inc. (Principal April 13, 1999
Lawrence S. Jones Accounting Officer)
/s/ JOHN H. DANIELS
- ------------------------------ Director, Patriot American April 13, 1999
John H. Daniels Hospitality, Inc.
/s/ JOHN C. DETERDING
- ------------------------------ Director, Patriot American April 13, 1999
John C. Deterding Hospitality, Inc.
/s/ GREGORY R. DILLON
- ------------------------------ Director, Patriot American April 13, 1999
Gregory R. Dillon Hospitality, Inc.
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
NAME TITLE DATE
- ------------------------------ ------------------------------ ---------------
<C> <S> <C>
/s/ ARCH K. JACOBSON
- ------------------------------ Director, Patriot American April 13, 1999
Arch K. Jacobson Hospitality, Inc.
/s/ PAUL A. NUSSBAUM
- ------------------------------ Director, Patriot American April 13, 1999
Paul A. Nussbaum Hospitality, Inc.
/s/ PHILIP J. WARD
- ------------------------------ Director, Patriot American April 13, 1999
Philip J. Ward Hospitality, Inc.
/s/ MILTON FINE
- ------------------------------ Director, Patriot American April 13, 1999
Milton Fine Hospitality, Inc.
</TABLE>
II-5
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated, each of whom also constitutes and
appoints James D. Carreker and John P. Bohlmann and each of them singly, his
true and lawful attorney-in-fact and agent, for him, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments to this Registration
Statement and to file the same and all exhibits thereto, and any other documents
in connection therewith with the Securities and Exchange commission, granting
unto each attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done as fully to all
intent and purposes as he might or could do in person, hereby ratifying and
confirming all that each attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
<TABLE>
<CAPTION>
NAME TITLE DATE
- ------------------------------ -------------------------- -------------------
<C> <S> <C>
Chairman of the Board of
Directors and Chief
/s/ JAMES D. CARREKER Executive Officer,
- ------------------------------ Wyndham International, April 13, 1999
James D. Carreker Inc. (Principal
Executive Officer)
/s/ PAUL A. NUSSBAUM
- ------------------------------ Director, Wyndham April 13, 1999
Paul A. Nussbaum International, Inc.
President, Chief Operating
/s/ KARIM ALIBHAI Officer and Director,
- ------------------------------ Wyndham International, April 13, 1999
Karim Alibhai Inc.
Executive Vice President
and Treasurer, Wyndham
/s/ LAWRENCE S. JONES International, Inc.
- ------------------------------ (Principal Financial April 13, 1999
Lawrence S. Jones Officer and Principal
Accounting Officer)
/s/ ARCH K. JACOBSON
- ------------------------------ Director, Wyndham April 13, 1999
Arch K. Jacobson International, Inc.
/s/ LEONARD BOXER
- ------------------------------ Director, Wyndham April 13, 1999
Leonard Boxer International, Inc.
/s/ BURTON C. EINSPRUCH,
M.D. Director, Wyndham
- ------------------------------ International, Inc. April 13, 1999
Burton C. Einspruch, M.D.
/s/ SHERWOOD WEISER
- ------------------------------ Director, Wyndham April 13, 1999
Sherwood Weiser International, Inc.
</TABLE>
II-6
<PAGE>
<TABLE>
<CAPTION>
NAME TITLE DATE
- ------------------------------ -------------------------- -------------------
<C> <S> <C>
/s/ JAMES C. LESLIE
- ------------------------------ Director, Wyndham April 13, 1999
James C. Leslie International, Inc.
/s/ SUSAN T. GROENTEMAN
- ------------------------------ Director, Wyndham April 13, 1999
Susan T. Groenteman International, Inc.
/s/ ROLF E. RUHFUS
- ------------------------------ Director, Wyndham April 13, 1999
Rolf E. Ruhfus International, Inc.
</TABLE>
II-7
<PAGE>
EXHIBIT INDEX
<TABLE>
<C> <S>
4.1(1) Agreement (the "Pairing Agreement"), dated February 15, 1983 and as
amended February 18, 1988, between Bay Meadows Operating Company and
California Jockey Club (f/k/a Bay Meadows Realty Enterprises, Inc.), as
amended (incorporated by reference to Exhibit 4.3 to California Jockey
Club's and Bay Meadows Operating Company's Registration Statement on
Form S-2, and to Exhibit 4.2 to California Jockey Club's and Bay Meadows
Operating Company's Annual Report on Form 10-K for the year ended
December 31, 1987 (Nos. 001-09319 and 001-09320).
4.1(2) Amendment No. 2 to the Pairing Agreement (incorporated by reference to
Exhibit 4.2 to Patriot American Hospitality, Inc.'s and Wyndham
International, Inc.'s Registration Statement on Form S-4 (Nos. 333-39875
and 333-39875-01)).
4.1(3) Amendment No. 3 to the Pairing Agreement (incorporated by reference on
Exhibit 4.3 to Patriot American Hospitality, Inc.'s and Wyndham
International, Inc.'s Registration Statement on Form S-4 (Nos. 333-44203
and 333-44203-01)).
4.2 Cooperation Agreement, dated December 18, 1997, between Patriot American
Hospitality, Inc. and Wyndham International, Inc. (incorporated by
reference to Exhibit 4.4 to Patriot American Hospitality, Inc.'s and
Wyndham International, Inc.'s Registration Statement on Form S-4 (Nos.
333-44203 and 333-44203-01)).
4.3 Shareholder Rights Agreement, dated as of December 20, 1998, between
Patriot American Hospitality, Inc. and American Stock Transfer and Trust
Company, as Right Agent (incorporated by reference to Exhibit 4.1 to
Patriot American Hospitality, Inc.'s and Wyndham International, Inc.'s
Current Report on Form 8-K dated as of December 22, 1998) (Nos.
001-09319 and 001-09320)
*5.1 Opinion of Goodwin, Procter & Hoar LLP as to legality of securities being
offered.
*23.1 Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1).
*23.2 Consent of Ernst & Young LLP, Dallas, Texas.
*23.3 Consent of Ernst & Young LLP, San Juan, Puerto Rico.
*23.4 Consent of Ernst & Young LLP, Wichita, Kansas.
*23.5 Consent of PricewaterhouseCoopers LLP, Pittsburgh, Pennsylvania.
*23.6 Consent of PricewaterhouseCoopers LLP, Dallas, Texas.
*23.7 Consent of PricewaterhouseCoopers LLP, Tampa, Florida.
*23.8 Consent of Price Waterhouse Coopers LLP, Miami, Florida
*23.9 Consent of Arthur Andersen, London, United Kingdom.
24.1 Powers of Attorney (included on signature pages to the Registration
Statement).
99.1 Registration Rights and Shareholders Agreement among Interstate Hotels
Company, Trust Leasing, Inc. and Trust Management, Inc. dated as of
August 6, 1997.
99.2 Amendment to Registration Rights and Shareholders Agreement by and between
Patriot American Hospitality, Inc. and McNeill Investment Co. made July
15, 1998.
</TABLE>
- ------------------------
* Filed herewith
<PAGE>
Exhibit 5.1
April 13, 1998
Patriot American Hospitality, Inc.
1950 Stemmons Freeway
Suite 6001
Dallas, Texas 75207
Wyndham International, Inc.
1950 Stemmons Freeway
Suite 6001
Dallas, Texas 75207
Re: Legality of Securities to be Registered
under Registration Statement on Form S-3
----------------------------------------
Ladies and Gentlemen:
This opinion is furnished in connection with the filing by Patriot American
Hospitality, Inc., a Delaware corporation ("Patriot"), and Wyndham
International, Inc., a Delaware corporation ("Wyndham International" and,
together with Patriot, the "Companies"), with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Act"), of a
Registration Statement on Form S-3 (the "Registration Statement") relating to
1,086,091 shares of paired common stock, par value $.01 per share (the
"Common Stock") of the Companies (the "Registered Shares").
In connection with rendering this opinion,. we have examined the Amended and
Restated Certificate of Incorporation of each of the Companies, as amended
through the date hereof and on file with the Secretary of State of the State
of Delaware, 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 and the exhibits thereto, and such other
certificates, receipts, records and documents as we considered necessary
for the purposes of this opinion. In our examination, we have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us a certified, photostatic or
facsimile copies, the authenticity of the orginals of such copies and the
authenticity of telephonic confirmations of public officials and others. As
to facts material to our opinion, we have relied upon certificates or
telephonic confirmations of public officials and
<PAGE>
Patriot American Hospitality, Inc.
Wyndham International, Inc.
April 13, 1998
Page 2
certificates, documents, statements and other information of the Companies
or representatives or officers thereof.
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 Delaware General Corporation Law,
and also express no opinion with respect to the blue sky or securities laws
of any state, including Delaware.
Based upon the foregoing, we are of the opinion that under the Delaware
General Corporation Law, pursuant to which the Companies were incorporated,
the Registered Shares have been validly issued and are fully paid and
nonassessable.
The foregoing assumes that all requisite steps were taken to comply with
the requirements of the 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 and to the reference to us with respect to this
opinion under the heading "Legal Matters" in the Prospectus which is a part
of such Registration Statement.
Very truly yours,
/s/ GOODWIN, PROCTER & HOAR LLP
-------------------------------
Goodwin, Procter & Hoar LLP
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
the Joint Registration Statement on Form S-3 and the related Prospectus of
Patriot American Hospitality, Inc. and Wyndham International, Inc.
("Companies") to be filed with the Securities and Exchange Commission on or
about April 13, 1999 for the registration of 1,086,916 shares of paired
common stock of the Companies and to the incorporation by reference therein
of our report dated March 1, 1999 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 1998 Joint Annual Report on
Form 10-K of Patriot American Hospitality, Inc. and Wyndham International,
Inc., filed with the Securities and Exchange Commission.
/s/ERNST & YOUNG LLP
Dallas, Texas
April 8, 1999
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
the Joint Registration Statement on Form S-3 and the related Prospectus of
Patriot American Hospitality, Inc. and Wyndham International, Inc.
("Companies") to be filed with the Securities and Exchange Commission on or
about April 13, 1999 for the registration of 1,086,916 shares of paired
common stock of the Companies and to the incorporation by reference therein
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 Wyndham International, Inc. dated April 20, 1998, filed with the
Securities and Exchange Commission.
/s/ERNST & YOUNG LLP
San Juan, Puerto Rico
April 8, 1999
<PAGE>
EXHIBIT 23.4
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
the Joint Registration Statement on Form S-3 and the related Prospectus of
Patriot American Hospitality, Inc. and Wyndham International, Inc.
("Companies") to be filed with the Securities and Exchange Commission on or
about April 13, 1999 for the registration of 1,086,916 shares of paired
common stock of the Companies and to the incorporation by reference therein
of our reports (a) dated March 4, 1998 with respect to the Consolidated
Financial Statements of SF Hotel Company, L.P.; and (b) dated February 3,
1998 with respect to the Combined Financial Statements of SC Suites
Summerfield Partnerships: both of which are included in the Joint Current
Report on Form 8-K/A No. 1 of Patriot American Hospitality, Inc. and Wyndham
International, Inc. dated June 2, 1998, filed with the Securities and
Exchange Commission.
/s/ERNST & YOUNG LLP
Wichita, Kansas
April 8, 1999
<PAGE>
EXHIBIT 23.5
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the reference to our firm under the caption "Experts" and
to the incorporation by reference in the Joint Registration Statement on Form
S-3 of Patriot American Hospitality, Inc. and Wyndham International, Inc. of
our report 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 Joint Current Report on Form 8-K of Patriot
American Hospitality, Inc. and Wyndham International, Inc. dated April 20,
1998.
/s/PricewaterhouseCoopers LLP
Pittsburgh, Pennsylvania
April 13, 1999
<PAGE>
EXHIBIT 23.6
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the reference to our firm under the caption "Experts" and
to the incorporation by reference in the Joint Registration Statement on Form
S-3 of Patriot American Hospitality, Inc. and Wyndham International, Inc. of
our reports (i) dated December 12, 1997, on our audit of financial statements
of Sheraton City Centre as of and for the year ended December 31, 1996,
included in the Joint Current Report on Form 8-K of Patriot American
Hospitality, Inc. and Wyndham International, Inc. dated January 5, 1998; (ii)
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 (iii) date 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/PricewaterhouseCoopers LLP
Dallas, Texas
April 13, 1999
<PAGE>
EXHIBIT 23.7
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the reference to our firm under the caption "Experts" and
to the incorporation by reference in the Joint Registration Statement on Form
S-3 of Patriot American Hospitality, Inc. and Wyndham International, Inc. of
our report dated January 23, 1998, on our audit of the finanicial statements
of Royal Palace Hotel Associates, included in the Current Report on Form 8-K
of Patriot American Hospitality, Inc. and Patriot American Hosptiality
Operating Company dated June 2, 1998.
/s/PricewaterhouseCoopers LLP
Tampa, Florida
April 13, 1999
<PAGE>
EXHIBIT 23.8
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the reference to our firm under the caption "Experts" and
to the incorporation by reference in the Joint Registration Statement on Form
S-3 of Patriot American Hospitality, Inc. and Wyndham International, Inc. of
our reports (i) 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
included in the Joint Current Report on Form 8-K of Patriot American
Hospitality, Inc. and Wyndham International, Inc. dated April 18, 1998, and
(ii) 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 as of and
for the year ended December 31, 1996 and as of December 31, 1995 and for the
period of inception (October 2, 1995) through December 31, 1995 which appears
in the Joint Current Report on Form 8-K of Patriot American Hospitality, Inc.
and Patriot American Hospitality Operating Company dated July 1, 1997.
/s/PricewaterhouseCoopers LLP
Miami, Florida
April 13, 1999
<PAGE>
EXHIBIT 23.9
CONSENT OF CHARTERED ACCOUNTANTS
As Chartered Accountants, we hereby consent to the incorporation by
reference in the Joint Registration Statement on Form S-3 for 1,086,916 Shares
of Parred Common Stock owned by McNeill Investment Company Inc. and the
related Prospectus of Patriot American Hospitality, Inc. and Wyndham
International, Inc. of our reports on the financial statements of Arcadian
International Limited (formerly Arcadian International Plc) and subsidiary
undertakings and Malmaison Limited and subsidiary undertakings dated 22 July
1998 and 17 July 1998 respectively, except with respect to Note 1 of those
financial statements as to which the date of our report is 24 March 1999,
which are included in the Joint Current Report on Form 8-K/A No. 2 of Patriot
American Hospitality, Inc. and Wyndham International, Inc. dated 2 June 1998.
/s/ Arthur Andersen
Arthur Andersen
1 Surrey Street
WC2R 2PS London
13 April 1999
