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):
SEPTEMBER 17, 1999
WYNDHAM INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-9320 94-2878485
(State or other (Commission (IRS employer
jurisdiction of file number) identification no.)
incorporation or
organization)
1950 STEMMONS FREEWAY, SUITE 6001
DALLAS, TEXAS 75207
(Address and zip code of principal executive offices)
Registrant's telephone number, including area code:
(214) 863-1000
<PAGE>
ITEM 5. OTHER EVENTS
On September 20, 1999, Wyndham International, Inc., a Delaware
corporation, issued a press release announcing the settlement of
certain class action litigation and the record date for its rights
offering. A copy of the press release is attached hereto as Exhibit 99.1
and hereby incorporated by this reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
(C) EXHIBITS
The following Exhibits are filed herewith:
99.1 Press Release.
[SIGNATURE PAGE FOLLOWS]
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
WYNDHAM INTERNATIONAL, INC.
By: /S/ RICHARD MAHONEY
-----------------------------------------
Richard Mahoney, Chief Financial Officer
Date: September 22, 1999
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
99.1* Press Release.
* filed herewith
Exhibit 99.1
WYNDHAM INTERNATIONAL, INC. ANNOUNCES
SETTLEMENT OF CLASS ACTION LITIGATION AND
RECORD DATE FOR RIGHTS OFFERING
DALLAS--(BUSINESS WIRE)--Sept. 20, 1999--Wyndham International,
Inc. (NYSE:WYN) announced today that it has set September 30, 1999 as the
record date for its previously announced rights offering. The offering
will grant holders of the company's class A common stock and holders of
certain outstanding limited partnerships units transferable subscription
rights to purchase in the aggregate up to 3 million shares of the company's
series A convertible preferred stock at a subscription price of $100 per
share.
Before setting the record date, the company said that it entered into
a Stipulation of Settlement on September 17, 1999 agreeing to settle the
consolidated class action lawsuit pending in the Delaware Chancery Court
related to the $1 billion equity investment and related restructuring of
the company completed on June 30. The registration statement filed with
the Securities and Exchange Commission must be declared effective and the
Delaware Chancery Court must approve the proposed settlement before the
company expects to distribute the rights to holders of class A common stock
and holders of certain outstanding limited partnership units.
Under terms of the offering, holders of the company's Class A common
stock would be entitled to one share of transferable subscription rights
for each share of Class A common stock, held at the close of business on
the September 30, 1999 record date. In accordance with customary trading
practices, investors must acquire shares of the company's class A common
stock by the close of business on September 27, 1999 in order to receive
the rights attendant to such shares.
Holders of outstanding units in Patriot American Hospitality
Partnership, L.P. would be entitled to 0.95 rights per unit and holders of
outstanding units in Wyndham International Operating Partnership, L.P.
would be entitled to .05 rights for each unit at the close of business on
the record date.
It is currently estimated that approximately 57 rights would be
required to purchase one share of the preferred stock. The company will
use the cash proceeds from the rights offering to redeem shares of its
outstanding series B preferred stock.
The company will not be obligated to complete the rights offering if
the court declines, in any respect, to enter a final order approving the
stipulation of settlement in a form satisfactory to the parties; there is a
pending court order, motion, legal proceeding or other action to enjoin,
prevent or delay the rights offering; or the rights offering cannot,
despite the company's good faith efforts, be completed by December 17,
1999.
The Registration Statement for the rights offering has not yet become
effective. As soon as practicable after the effective date of the
Registration Statement, the Company expects to mail to holders of class A
common stock and holders of limited partnership units as of the record date
a prospectus for the rights offering accompanied by a subscription warrant
and related explanations for exercising or selling the rights. The
prospectus will contain a description of the rights offering and other
information.
Wyndham International, Inc. ranks among the largest branded hotel
companies in the United States. It owns, leases, manages and franchises
primarily upscale and luxury hotels representing a combined portfolio of
318 properties with a total of more than 74,000 rooms in 38 states as well
as Canada, the Caribbean and Europe.
Cautionary Statement
The Registration Statement for the rights offering has not yet become
effective. The underlying series A preferred stock may not be sold nor may
offers to buy be accepted before the time the Registration Statement
becomes effective. This release shall not constitute an offer to sell or
the solicitation of an offer to buy, nor shall there be any sale of such
series A preferred stock in any state in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the
securities laws of any such state.
This release contains "forward-looking statements" as that term is
defined under the Private Securities Litigation Reform Act of 1995. Actual
results could differ materially from those set forth in the forward-looking
statements. Factors that could cause actual results to differ include the
risk that the Stipulation of Settlement will not be approved or may be
approved on terms that differ from those described in this release, the
risk that the Registration Statement may not be declared effective and the
risk that the rights offering cannot be completed on a timely basis.
_______________________
Contact:
Wyndham International, Inc., Dallas
Media Inquiries:
Fred Stern, 214/863-1258
or
Analyst Inquiries:
Paul Keung, 214/863-1265
