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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
__________________________________
Date of Report (Date of earliest event reported): June 30, 1999
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WYNDHAM INTERNATIONAL, INC.
(Exact name of Registrant as specified in charter)
Delaware 001-09320 94-2878485
- ---------------------------- ---------------------------- -------------------
(State or other jurisdiction (Commission file number) (IRS employer
of incorporation) identification no.)
1950 Stemmons Freeway, Suite 6001, Dallas, Texas 75207
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(Address of principal executive offices) (Zip Code)
(214) 863-1000
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(Registrant's telephone number, including area code)
JAMES D. CARREKER
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Chief Executive Officer
Wyndham International, Inc.
1950 Stemmons Freeway, Suite 6001
Dallas, Texas 75207
(214) 863-1000
________________________________________________________________________________
(Name, Address, Including Zip Code, and Telephone Number, Including
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 2. Acquisition or Disposition of Assets
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(a). On June 30 and July 1, 1999, Wyndham International, Inc. ("Wyndham")
completed the $1 billion equity investment and a related restructuring of
Wyndham and Patriot American Hospitality, Inc. ("Patriot") pursuant to the
terms of the Securities Purchase Agreement dated as of February 18, 1999,
as amended (the "Agreement"), by and among Patriot, Wyndham, Patriot
American Hospitality Partnership, L.P., Wyndham International Operating
Partnership, L.P. and certain investors (the "Investors") named in the
Agreement. Wyndham sold to the Investors ten million shares of Series B
convertible preferred stock, at $100 per share, for $1 billion in cash.
The investment and related restructuring of the companies were described in
two press releases dated June 30, 1999, copies of which are attached hereto and
incorporated herein in their entirety.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(b). Pro forma financial information of Wyndham and Patriot giving effect to the
$1 billion equity investment and related restructuring was included in the
joint proxy statement/prospectus dated June 1, 1999, of Wyndham and Patriot
and is incorporated herein by reference.
3
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(c) Exhibits.
2.1 Securities Purchase Agreement, dated as of February 18, 1999, by and
among Patriot American Hospitality, Inc., Wyndham International,
Inc., Patriot American Hospitality Partnership, L.P., Wyndham
International Operating Partnership, L.P. and the investors named
therein. (Incorporated by reference to the joint Current Report on
Form 8-K filed by Wyndham and Patriot on March 2, 1999.)
2.2 Amendment to Securities Purchase Agreement, dated as of June 28,
1999, by and among Patriot American Hospitality, Inc., Wyndham
International, Inc., Patriot American Hospitality Partnership, L.P.,
Wyndham International Operating Partnership, L.P. and the parties
identified on the signature page as the Original Investors.
99.1 Press Release of Wyndham International, Inc., dated June 30, 1999,
announcing shareholder approval of the $1 billion equity investment
and related restructuring.
99.2 Press Release of Wyndham International, Inc., dated June 30, 1999,
announcing the closing of the investment and adoption of a
shareholder rights plan.
99.3 Unaudited pro forma financial information of Wyndham and Patriot.
(Incorporated by reference to the Registration Statement on Form S-4
filed by Wyndham and Patriot on June 1, 1999.)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, Wyndham has duly caused this report to be filed on its behalf by the
undersigned thereunto duly authorized.
WYNDHAM INTERNATIONAL, INC.
Dated: July 13, 1999 By: /s/ Richard Mahoney
-----------------------------------
Name: Richard Mahoney
Title: Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit Number Description
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2.1 Securities Purchase Agreement, dated as of February 18, 1999, by
and among Patriot American Hospitality, Inc., Wyndham
International, Inc., Patriot American Hospitality Partnership,
L.P., Wyndham International Operating Partnership, L.P. and the
investors named therein (Incorporated by reference to the joint
Current Report on Form 8-K filed by Wyndham and Patriot on March
2, 1999.)
2.2* Amendment to Securities Purchase Agreement, dated as of June 28,
1999, by and among Patriot American Hospitality, Inc., Wyndham
International, Inc., Patriot American Hospitality Partnership,
L.P., Wyndham International Operating Partnership, L.P. and the
parties identified on the signature page as the Original
Investors.
99.1* Press Release of Wyndham International, Inc., dated June 30,
1999, announcing shareholder approval of the $1 billion equity
investment and related restructuring.
99.2* Press Release of Wyndham International, Inc., dated June 30,
1999, announcing the closing of the investment and adoption of a
shareholder rights plan.
99.3 Unaudited pro forma financial information of Wyndham and Patriot.
(Incorporated by reference to the Registration Statement on Form
S-4 filed by Wyndham and Patriot on June 1, 1999.)
*Filed herewith.
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EXHIBIT 2.2
AMENDMENT TO SECURITIES PURCHASE AGREEMENT
------------------------------------------
THIS AMENDMENT TO SECURITIES PURCHASE AGREEMENT (the "Amendment") is made
as of June 28, 1999, by and among Patriot American Hospitality, Inc., a Delaware
corporation ("Patriot"), Wyndham International, Inc., a Delaware corporation
("Wyndham," and together with Patriot, the "Companies"), Patriot American
Hospitality Partnership, L.P. ("Patriot OP"), Wyndham International Operating
Partnership, L.P. ("Wyndham OP," and together with Patriot OP, the "Operating
Partnerships") and the parties identified on the signature page hereof as the
Original Investors (the "Original Investors"). All capitalized terms used
herein without definition shall have the meanings ascribed to them in that
certain Securities Purchase Agreement dated as of February 18, 1999 by and among
the Companies, the Operating Partnerships and the Original Investors (the
"Securities Purchase Agreement').
WHEREAS, the Companies, the Operating Partnerships, and the Original
Investors desire to make certain amendments to the Securities Purchase
Agreement.
NOW THEREFORE, in consideration of the foregoing premises and for other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
1. Definition of Permitted Assignees and Permitted Third Party
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Transferee. The term "Permitted Assignees" as defined in Section 1.1(b) of the
Securities Purchase Agreement shall include (i) the voting trusts formed or to
be formed by Beacon Capital Partners, Inc. and Beacon Capital Partners, L.P.
("Beacon") for the purpose of holding Beacon's Shares, as described in that
certain Confidential Information Statement prepared by Beacon dated June 8,
1999, as amended, and (ii) The Dartmouth Trust, The Franklin Trust and The
Bonnybrook Trust. The term "Permitted Third Party Transferees" as defined in
Section 1.1(b) of the Securities Purchase Agreement shall include the
beneficiaries of AIF/THL PAH LLC (other than Ares Leveraged Investment Fund,
L.P. and Ares Leveraged Investment Fund II, L.P., which shall be deemed to be
Permitted Assignees of Apollo Investment Fund IV, L.P. and Apollo Real Estate
Investment Fund III, L.P.) to the extent that AIF/THL PAH LLC distributes Shares
to these beneficiaries and these beneficiaries agree to be bound by the terms
and conditions of the Securities Purchase Agreement.
2. Delayed Closing of Portion of Shares Purchase.
---------------------------------------------
(a) Section 1.2 of the Securities Purchase Agreement is hereby amended
by adding the following sentence at the end of Section 1.2:
"Notwithstanding anything contained in this Agreement to the contrary,
upon the terms and subject to the conditions set forth herein, on July
1, 1999, Wyndham will issue and sell to Beacon, and, in reliance on
the representations and warranties of the Companies and the Operating
Partnerships contained herein, Beacon will purchase from Wyndham
450,000 Shares (the "Delayed Purchase Shares") of the 1,500,000 Shares
to be purchased by Beacon pursuant
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to Section 1.1, for a purchase price of $100.00 per Share. Beacon, in
its sole discretion, may fund up to $45 million (but only to the
extent that the same, less accrued interest and exit fees, has been
advanced by Beacon on or prior to July 1, 1999) of the Purchase Price
of the Delayed Purchase Shares through transfer of all or part of
Beacon's loan receivable, plus accrued interest and exit fees, from
PAH Realty Company, LLC which is secured by a mortgage on the
Batterymarch hotel, Boston, Massachusetts (the "Batterymarch Mortgage
Loan")."
(b) Section 2.1 of the Securities Purchase Agreement is hereby amended by
adding the following sentence at the end of Section 2.1:
"Notwithstanding anything contained in this Agreement to the contrary,
for purposes of all matters in this Agreement relating to the purchase
and sale of the Delayed Purchase Shares, including, without limitation
the satisfaction of the conditions precedent contained in Article V of
this Agreement, the term "Closing" shall mean the closing of the
purchase and sale of the Delayed Purchase Shares, and the term
"Closing Date" shall mean July 1, 1999.
3. Unaccredited Investors as Permitted Assignees. Section 4.1(b) of the
---------------------------------------------
Securities Purchase Agreement is amended by deleting the last sentence of
Section 4.1(b) and replacing it with the following"
"Each Investor, other than three of the Permitted Assignees of Thomas
H. Lee Equity Fund IV, L.P., Thomas H. Lee Foreign Fund IV, L.P.,
Thomas H. Lee Charitable Investment L.P., and THL-CCI Limited
Partnership qualifies as an "accredited investor" as such term is
defined in Section 2(15) of the Securities Act and Regulation D
promulgated thereunder."
4. Definition of "Covered Anatole Termination". Section 10.2(a) of the
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Securities Purchase Agreement is amended so that the defined term "Covered
Anatole Termination" shall mean any termination of the Anatole Management
Contract pursuant to Section 12.2(2) of the Anatole Management Contract, as
amended February 16, 1999. The Companies and the Operating Partnerships agree
to make no further amendments to Section 12.2(2) of the Anatole Management
Contract without the Investors' prior written consent.
5. Restructuring Plan. The first sentence of paragraph number 6 of
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Exhibit A -Restructuring Plan, to the Securities Purchase Agreement is hereby
amended to change the reference in such sentence from "voting stock" to "non-
voting stock."
6. Form of Bylaws. Exhibit C to the Securities Purchase Agreement, Form
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of Amended and Restated Bylaws of Wyndham, is hereby deleted and replaced in its
entirety with the attached Exhibit C.
2
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7. Form of Certificate of Designation of Series B Convertible Preferred
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Stock. Exhibit G to the Securities Purchase Agreement, Form of Certificate of
- -----
Designation of Series B Convertible Preferred Stock, is hereby deleted and
replaced in its entirety with the attached Exhibit G.
8. Impact of Amendment. All provisions of the Securities Purchase
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Agreement and the exhibits thereto not amended by this Amendment shall remain in
full force and effect.
[Remainder of Page Intentionally Left Blank]
3
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IN WITNESS WHEREOF, each of the undersigned has caused the foregoing
Agreement to be executed by one of its duly authorized signatories as of the
date first above written.
PATRIOT AMERICAN HOSPITALITY, INC.
By:
-------------------------------
Name:
Title:
Address: 1950 Stemmons Freeway
Suite 6001
Dallas, Texas 75207
WYNDHAM INTERNATIONAL, INC.
By:
-------------------------------
Name:
Title:
Address: 1950 Stemmons Freeway
Suite 6001
Dallas, Texas 75207
PATRIOT AMERICAN HOSPITALITY
PARTNERSHIP, L.P.
By: PAH GP, INC., its General Partner
By:
-------------------------------
Name:
Title:
Address: 1950 Stemmons Freeway
Suite 6001
Dallas, Texas 75207
4
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WYNDHAM INTERNATIONAL OPERATING
PARTNERSHIP, L.P.
By: Wyndham International, Inc., its General
Partner
By:
-------------------------------
Name:
Title:
Address: 1950 Stemmons Freeway
Suite 6001
Dallas, Texas 75207
[Remainder of page intentionally left blank]
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ORIGINAL INVESTORS:
APOLLO REAL ESTATE
INVESTMENT FUND III, L.P.
By: Apollo Real Estate Advisors III, L.P.,
its General Partner
By: Apollo Real Estate Capital
Advisors III, Inc., its General Partner
By:
-------------------------------
Name:
Title:
APOLLO INVESTMENT FUND IV, L.P.
By: Apollo Advisors, IV, L.P., its General
Partner
By: Apollo Capital Management IV, Inc.,
its General Partner
By:
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Name:
Title:
Address: 1301 Avenue of the Americas
38/th/ Floor
New York, New York 10019
THOMAS H. LEE EQUITY FUND IV, L.P.
By: THL Equity Advisors IV, LLC
By:
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Name:
Title:
Address: 75 State Street
Suite 2600
Boston, Massachusetts 02109
6
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THOMAS H. LEE FOREIGN FUND IV, L.P.
By: THL Equity Advisors IV, LLC
By:
-------------------------------
Name:
Title:
Address: 75 State Street
Suite 2600
Boston, Massachusetts 02109
THOMAS H. LEE CHARITABLE
INVESTMENT L.P.
By: THL Equity Advisors IV, LLC
By:
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Name:
Title:
Address: 75 State Street
Suite 2600
Boston, Massachusetts 02109
THL-CCI LIMITED PARTNERSHIP
By: THL Equity Advisors IV, LLC
By:
-------------------------------
Name:
Title:
Address: 75 State Street
Suite 2600
Boston, Massachusetts 02109
7
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BEACON CAPITAL PARTNERS, L.P.
By: Beacon Capital Partners, Inc., its General
Partner
By:
-------------------------------
Name:
Title:
Address: 1 Federal Street
26th Floor
Boston, Massachusetts 02110
STRATEGIC REAL ESTATE INVESTMENTS I, L.L.C.
By:
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Name:
Title:
Address: 1995 University Avenue
Suite 550
Berkeley, California 94704
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EXHIBIT 99.1
WYNDHAM
INTERNATIONAL
(BW) (TX-WYNDHAM-INTERNATIONAL) (WYN) Wyndham and Patriot Shareholders Approve
$1 Billion Equity Investment From Investor Group; Company Converts From REIT to
C Corp; Changes Name to Wyndham International
Business Editors
DALLAS--(BUSINESS WIRE)--June 30, 1999--
Proceeds to Reduce Debt and Settle Forward Equity Contracts
Wyndham International, Inc. (NYSE:WYN) today said its shareholders
approved a comprehensive restructuring plan which will strengthen the Company's
financial position, streamline its corporate structure and sharpen its business
focus. At the annual meeting of Wyndham and PAH, Inc., held yesterday in New
York, shareholders approved:
-- $1 billion equity investment from an investor group
-- Conversion to a C corporation, terminating the Company's status as
a REIT
-- Changing the Company's name to Wyndham International
Effective today, shares in the new Wyndham International, Inc. will
trade on the New York Stock Exchange under the trading symbol WYN.
The investor group's purchase involves $1 billion of 9.75% convertible
preferred stock, callable after six years, with an initial conversion price of
$8.59 per share. The investor group includes affiliates of Thomas H. Lee Equity
Fund IV, L.P., Apollo Investment Fund IV, L.P., Apollo Real Estate Investment
Fund III, L.P., Beacon Capital Partners, L.P., and other investors.
Within the next six months, Wyndham intends to conduct a rights offering
in which common shareholders can purchase up to $300 million of convertible
preferred stock with the same economic terms as investor group, which could
reduce the investor group's investment to $700 million. As a result, the
investor group will initially own an approximate 41% interest in the Company,
reducing to 29%, assuming full subscription to the rights offering by
non-investor group shareholders.
As previously announced, the $1 billion equity investment is part of an
overall financial restructuring plan in conjunction with a new $1.8 billion
senior bank facility from Chase Manhattan Bank and $650 million of senior
secured loans from Chase Manhattan Bank and The Bear Stearns Companies Inc.
These proceeds will be used to replace the Company's existing bank facility, to
settle its forward equity obligations and to provide additional growth and
working capital.
James D. Carreker, President and Chief Executive Officer of Wyndham,
noted that in addition to the financial restructuring, Wyndham has accomplished
the following:
-- Hired a new Chief Financial Officer, a new Chief Investment Officer
and re-organized management
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-- Divested $72 million in non-strategic assets and announced
plans to sell 11 hotels situated in the United Kingdom
-- Opened or will open new Wyndham Hotels in Chicago, Atlanta
and Boston
-- Received a top three rating for Wyndham by J. D. Powers &
Associates in guest satisfaction among upscale hotel chains
Carreker also said, "The measures taken today have restored Wyndham's
financial and operating flexibility, while providing an excellent platform to
further strengthen Wyndham's competitive position. We have all the necessary
tools -- talented people, irreplaceable assets and powerful brands -- to
successfully execute a focused growth strategy that solidifies Wyndham's
position as a top-tier lodging company. In the hospitality industry, we want to
provide the best places to stay; to become the best places to work; and to
generate the best shareholder returns in our industry."
Shares of Patriot American Hospitality, Inc. will no longer trade on the
NYSE under the symbol PAH.
About Wyndham International
Wyndham International, Inc. owns, leases, manages and franchises
primarily upscale and luxury hotel and resort properties and provides management
services for third-party owned hotels and resorts. Wyndham's three operating
divisions, Grand Bay Hotels & Resorts, the Wyndham Hotel Group, and PAH
Management Services, represent a combined portfolio of 311 hotels and resorts
with a total of more than 74,000 rooms in 38 states as well as Canada, the
Caribbean and Europe.
Cautionary Statement
This press release contains forward-looking statements within the
meaning of Sections 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. The Company's actual results could differ
materially from those set forth in the forward-looking statements. Certain
factors that might cause such a difference include competition for guests from
other hotels, dependence upon business and commercial travelers and tourism, the
seasonality of the hotel industry, and the availability of equity or debt
financing at terms and conditions favorable to the Companies.
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CONTACT: Wyndham International, Inc., Dallas
Media Inquiries:
Sard Verbinnen & Co
Maureen Bailey, 212/687-8080
or
Analyst Inquiries:
Paul Keung, V.P. of Finance, Investor Relations
214/863-1265
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EXHIBIT 99.2
WYNDHAM
INTERNATIONAL
(BW) (TX-WYNDHAM-INTERNATIONAL) (WYN) Wyndham International, Inc. Announces
Closing of $1 Billion Equity Investment and Related Restructuring; Company
Adopts Shareholder Rights Plan
Business Editors
DALLAS--(BUSINESS WIRE)--June 30, 1999--Wyndham International, Inc.
(NYSE:WYN) announced today the closing of the $1 billion equity investment and
related restructuring of the Company. As contemplated by the conditions to
closing contained in the Securities Purchase Agreement with the investors, the
Wyndham International Board of Directors has adopted a Shareholder Rights Plan
similar in terms and conditions to the shareholder rights plan adopted by
Patriot American Hospitality, Inc. in December.
James D. Carreker, President and Chief Executive Officer of Wyndham
International, said, "The Plan is designed to enhance the Board's ability to
protect shareholder interests and to ensure that shareholders receive fair
treatment in the event any coercive takeover attempt of Wyndham International is
made in the future. The Plan is intended to provide the Board with sufficient
time to consider any and all alternatives to such an action. The Plan was not
adopted in response to any takeover attempt and the Company is not aware of any
such attempt."
About the Shareholder Rights Plan
In connection with the adoption of the Shareholder Rights Plan, the
Board of Directors declared a dividend distribution of one preferred stock
purchase right for each outstanding share of the Company's Class A Common Stock
and Class B Common Stock (collectively, the Common Stock), and a number of
preferred stock purchase rights equal to the number of shares of Common Stock
that would be issuable upon conversion by the holder of each share of the
Company's Series A Convertible Preferred Stock and of the Company's Series B
Convertible Preferred Stock (collectively, the Convertible Preferred Stock) for
each outstanding share of Convertible Preferred stock, to shareholders of record
as of the close of business on July 9, 1999.
Initially, these rights will not be exercisable and will trade with the
shares of Common Stock and Convertible Preferred Stock. Under the Shareholder
Rights Plan, the rights generally become exercisable at a price of $35.00 if a
person becomes an acquiring person by acquiring 10% or more of the Common Stock,
or if a person commences a tender offer that would result in that person owning
10% or more of the Common Stock. In the event that a person becomes an acquiring
person, each holder of a right (other than the acquiring person) would be
entitled to acquire such number of shares of Common Stock or other consideration
having a value of twice the exercise price of the right. If Wyndham
International is acquired in a merger or other business combination transaction
after any such event, each holder of a right would then be entitled to purchase,
at the then-current exercise price, shares of the acquiring company's common
stock having a value of twice the exercise price of the right. Additional
details concerning the terms of the Shareholder Rights Plan will be outlined in
a letter, which will be mailed to shareholders shortly.
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About Wyndham International, Inc.
Wyndham International, Inc. owns, leases, manages and franchises primarily
upscale and luxury hotel and resort properties and provides management services
for third party owned hotels and resorts. Wyndham's three operating divisions,
Grand Bay Hotels & Resorts, the Wyndham Hotel Group, and PAH Management
Services, represent a combined portfolio of 311 hotels and resorts with total of
more than 74,000 rooms in 38 states as well as Canada, the Caribbean and
Europe.
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CONTACT: Wyndham International, Inc. Dallas
Media Inquiries:
Sard Verbinnen & Co
Maureen Bailey, 212/687-8080
or
Analyst Inquiries:
Paul Keung, V.P. of Finance, Investor Relations
214/863-1265
