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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-A/A
Amendment No. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
WYNDHAM INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 94-2878485
(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
1950 Stemmons Freeway, Suite 6001, Dallas, Texas 75207
(Address of Principal Executive Offices) (Zip Code)
If this Form relates to the If this Form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective Exchange Act and is effective
Pursuant to General Instruction pursuant to General Instruction
A.(c), please check the following A.(d), please check the following
box. [X] box. [ ]
Securities Act registration statement file number
to which this form relates: ______________________________
(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Preferred Stock Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
Not applicable
(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Wyndham International, Inc. ("Wyndham") is amending and restating the
Registration Statement on Form 8-A relating to Wyndham's Preferred Stock
Purchase Rights filed with the Securities and Exchange Commission on July 2,
1999 in order to describe such securities in "plain English."
Item 1. Description of Registrant's Securities to be Registered.
On June 29, 1999 we adopted a rights agreement (commonly known as a "poison
pill"). The discussion below describes the rights agreement but is not
complete, so you should read it together with the rights agreement. The rights
agreement is attached to this document as an exhibit and is incorporated herein
by reference.
Issuance of rights
Under the rights agreement, we will issue the following preferred stock
purchase rights:
. For each outstanding share of our class A common stock, we will issue
one right;
. For each outstanding share of our class B common stock, we will issue
one right;
. For each outstanding share of our series A convertible preferred
stock, we will issue a number of rights equal to the number of shares
of common stock that would be issuable upon conversion of such share
of our series A convertible preferred stock; and
. For each outstanding share of our series B convertible preferred
stock, we will issue a number of rights equal to the number of shares
of common stock that would be issuable upon conversion of such share
of our series B convertible preferred stock.
Rights will only be issued to stockholders of record as of the close of
business on July 9, 1999. In addition, one right will automatically attach to
each share of common stock that we issue between July 9, 1999 and the time that
the rights become exercisable. Also, for each share of convertible preferred
stock that we issue between July 9, 1999 and the time that the rights become
exercisable, we will issue a number of rights equal to the number of shares of
common stock that would be issuable upon conversion of such share of convertible
preferred stock. When exercised, each right will entitle its holder to purchase
from us a unit consisting of one one-thousandth of a share of our series C
junior participating cumulative preferred stock, par value $0.01 per share (the
"series C preferred stock"), at an exercise price of $35.00 per unit, subject to
adjustment.
Initial Exercise of rights
The rights initially will not be exercisable. Instead, the rights will be
attached to and trade with all shares of common stock and all shares of
convertible preferred stock outstanding as of, and issued after, July 9, 1999.
The rights will separate from the common stock and the convertible preferred
stock and will become exercisable upon the earlier of:
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. The close of business on the tenth business day (or such later day as
our board of directors may determine) following the first public
announcement that a person or group of affiliated or associated
persons (other than certain "grandfathered persons") has acquired
beneficial ownership of 10% or more of our outstanding shares of
common stock (an "Acquiring Person"); or
. The close of business on the tenth business day (or such later day as
our board of directors may determine) following the commencement of a
tender offer or exchange offer (other than in certain circumstances a
tender or exchange offer by a grandfathered person) that could result
in a person or group becoming the beneficial owner of 10% or more of
our outstanding shares of common stock.
The rights will expire at the close of business on June 30, 2008, unless we
redeem or exchange the rights as described below.
The grandfathered persons who are not considered Acquiring Persons include
Apollo Real Estate Investment Fund III, L.P., Apollo Investment Fund IV, L.P.,
Thomas H. Lee Equity Fund IV, L.P., Thomas H. Lee Foreign Fund IV, L.P., Thomas
H. Lee Charitable Investment L.P., THL-CCI Limited Partnership, Beacon Private
Equity, Inc., Beacon Capital Partners, L.P. and Strategic Real Estate
Investments I, L.L.C. and their respective permitted assignees, transferees and
successors (collectively, the "Investors"). An Investor will no longer be a
grandfathered person when and if (i) such Investor breaches certain covenants it
has made to us restricting its acquisition of our common stock or (ii) none of
our series B convertible preferred stock is outstanding and all of the Investors
collectively beneficially own less than 10% of the then outstanding shares of
our common stock.
Evidence of rights
Until the rights become exercisable:
. The rights will be evidenced by and transferred with the common stock
certificates and convertible preferred stock certificates;
. New common stock certificates and convertible preferred stock
certificates issued after July 9, 1999 will contain a notation
incorporating the rights agreement by reference; and
. Any surrender for transfer of any certificates for common stock or
convertible preferred stock will also constitute the transfer of the
rights associated with the common stock or convertible preferred stock
represented by such certificates.
As soon as practicable after the rights become exercisable, we will mail
out rights certificates to the holders of common stock and convertible preferred
stock that are eligible to receive rights. After we mail them out, the separate
rights certificates alone will represent the rights. Unless we decide
otherwise, we will only issue rights with shares of common stock or convertible
preferred stock that are issued prior to the date the rights become exercisable.
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Exercise After Someone Becomes an Acquiring Person
After public announcement that a person has become an Acquiring Person,
each holder of a right will have the right to receive upon exercise that number
of shares of class A common stock or other consideration having a market value
of two times the exercise price of the right (such right being referred to as a
"subscription right"). However, this will not apply to an Acquiring Person or
their associates or affiliates, whose rights will become null and void.
In connection with or after someone becoming an Acquiring Person, another
company or person may acquire us or otherwise purchase most of our assets. If
this occurs, each holder of a right will have the right to receive, under
certain circumstances, common stock of the acquiring company having a market
value equal to two times the exercise price of the right (such right being
referred to as a "merger right"). Each holder of a right will receive a merger
right in the event that, at any time on or after the date it is publicly
announced that a person has become an Acquiring Person:
. We consolidate with, or merge with and into, any other person, and
Wyndham is not the continuing or surviving corporation;
. Any person consolidates with us, or merges with us and we are the
continuing or surviving corporation of such merger and, in connection
with such merger, all or part of the shares of common stock are
changed into or exchanged for stock or other securities of any other
person or cash or any other property; or
. We sell, mortgage or transfer 50% or more of our assets or earning
power.
The holder of a right will continue to have the merger right whether or not
such holder has exercised the subscription right. Rights that are or were
beneficially owned by an Acquiring Person may (under certain circumstances
specified in the rights agreement) become null and void.
At any time after a person becomes an Acquiring Person, we may exchange all
or part of the outstanding and exercisable rights for shares of class A common
stock or units of series C preferred stock at an exchange ratio specified in the
rights agreement. If we make such an exchange in the event of a change in
control or a possible change in control, a majority of our Class A and Class C
directors must approve the exchange. We generally may not make an exchange
after any person becomes the beneficial owner of 50% or more of our common
stock.
Adjustment
The exercise price and the number of units of series C preferred stock or
other securities or property issuable upon exercise of the rights are subject to
adjustment from time to time to prevent certain types of dilution. With certain
exceptions, the exercise price of the rights will not be adjusted until
cumulative adjustments amount to at least 1% of the exercise price. We are not
obligated to issue fractional units or fractional shares of class A common
stock. If we decide not to issue fractional units or fractional shares of class
A common stock, we will make an adjustment in cash based on the fair market
value of a unit or a share of class A common stock, as the case may be, on the
last trading date prior to the date of exercise.
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Redemption
We may redeem the rights in whole, but not in part, at a price of $0.01 per
right (payable in cash, class A common stock or other consideration that we deem
appropriate). However, we may only redeem the rights until the earlier of (i)
the time at which any person becomes an Acquiring Person or (ii) June 30, 2008.
Once redeemed, the rights will terminate immediately and the only right of the
holders of rights will be to receive the redemption price.
Amendment of rights agreement
We may amend the rights agreement until any person becomes an Acquiring
Person. If we amend the rights agreement in the event of a change in control or
potential change in control, a majority of our Class A and Class C directors
must approve the amendment. After a person becomes an Acquiring Person, we will
only be able to amend the rights agreement in order to cure any ambiguity,
defect or inconsistency, to shorten or lengthen any time period, or to make
changes that do not adversely affect the interests of rights holders (excluding
the interests of an Acquiring Person or their associates or affiliates).
Other
Until a right is exercised, the holder will have no rights as a stockholder
of Wyndham (beyond those as an existing stockholder). This means, for example,
that until it is exercised, a right will not entitle its holder to vote or
receive dividends like a stockholder of Wyndham. The distribution of the rights
will not be taxable to stockholders or to Wyndham. However, stockholders may,
depending upon the circumstances, recognize taxable income in the event that the
rights become exercisable for units of series C preferred stock, other
securities of Wyndham, other consideration or for common stock of an acquiring
company.
The discussion above describes the rights and the rights agreement but is
not complete, so you should read it together with the rights agreement. The
rights agreement is attached to this document as an exhibit and is incorporated
herein by reference. We have attached to the rights agreement as Exhibits A and
B, respectively, the certificate of designation establishing the series C
preferred stock and the form of right certificates.
Item 2. Exhibits.
Exhibit No. Description
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3.1 Certificate of Designations of Preferred Stock of Wyndham
International, Inc. classifying and designating the series C
junior participating cumulative preferred stock (filed on July 2,
1999 as Exhibit 3.1 to Wyndham's Registration Statement on Form
8-A (File No. 000-01288-01) and incorporated herein by
reference).
4.1 Shareholder Rights Agreement, dated as of June 29, 1999, between
Wyndham International, Inc. and American Stock Transfer and Trust
Company, as Rights Agent (filed on July 2, 1999 as Exhibit 4.1 to
Wyndham's Registration Statement on Form 8-A (File No.
000-01288-01) and incorporated herein by reference).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereto duly authorized.
WYNDHAM INTERNATIONAL, INC.
Date: August 11, 1999 By: /s/ RICHARD MAHONEY
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Richard Mahoney
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
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3.1 Certificate of Designations of Preferred Stock of Wyndham
International, Inc. classifying and designating the series C
junior participating cumulative preferred stock (filed on July 2,
1999 as Exhibit 3.1 to Wyndham's Registration Statement on Form
8-A (File No. 000-01288-01) and incorporated herein by
reference).
4.1 Shareholder Rights Agreement, dated as of June 29, 1999, between
Wyndham International, Inc. and American Stock Transfer and Trust
Company, as Rights Agent (filed on July 2, 1999 as Exhibit 4.1 to
Wyndham's Registration Statement on Form 8-A (File No.
000-01288-01) and incorporated herein by reference).
