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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
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.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 94-2878485
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(State of Incorporation or Organization) (I.R.S. Employer Identification no.)
1950 Stemmons Freeway, Suite 6001, Dallas, TX 75207
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(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:
333-79527-01
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(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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Class A Common Stock New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
Not Applicable
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(Title of class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered
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On June 29, 1999, the stockholders of Wyndham International, Inc.
("Wyndham") and Patriot American Hospitality, Inc. ("Patriot") will consider and
vote on proposals to approve a $1 billion equity investment in Wyndham and to
restructure Wyndham and Patriot, whose shares of common stock are paired and
trade as a single unit. Under the terms of the investment, a group of investors
(referred to herein as the investors) will purchase for cash $1 billion of
series B convertible preferred stock, par value $.01 per share, of Wyndham.
Wyndham may redeem up to $300 million of the series B convertible preferred
stock by issuing rights to purchase up to $300 million in a new series A
convertible preferred stock of Wyndham. As part of the related restructuring,
Wyndham will issue shares of Wyndham common stock to existing holders of
Wyndham's preferred stock and existing limited partners of Wyndham's and
Patriot's operating partnerships in exchange for their preferred stock and
limited partnership interests, Patriot will merge with and become a wholly-owned
subsidiary of Wyndham and Wyndham's certificate of incorporation will be amended
and restated to, among other things, create classes of common stock designated
as class A common stock and class B common stock.
The following is a summary of the terms of the class A common stock. It
does not purport to be complete and is subject to, and qualified in its entirety
by, reference to Wyndham's proposed Restated Certificate of Incorporation and
Amended and Restated Bylaws, which are attached hereto as exhibits and
incorporated herein by reference.
Dividend Rights. Subject to the rights of holders of preferred stock,
holders of class A common stock will be entitled to receive dividends and other
distributions in cash, stock or property of Wyndham from time to time as
determined by the Board of Directors. Generally, holders of class A common
stock will be entitled to receive and to share dividends equally and ratably
with holders of all other classes of common stock. If dividends are payable in
shares of common stock, such dividends will be declared at the same rate on each
class of stock with dividends payable to holders of class A common stock to be
paid in class A common stock.
Terms of Conversion. The class A common stock will not be convertible into
or exchangeable for any other property or security of Wyndham.
Voting Rights and Classification of the Board of Directors. Except as
described below regarding the election of directors, each share of class A
common stock will be entitled to one vote on each matter submitted to a vote at
any meeting of stockholders. Holders of shares of common stock will vote
together as one class on all matters submitted to a vote of Wyndham
stockholders. If holders of preferred stock are entitled to vote together with
the holders of common stock on any matter, holders of common stock will vote on
the matter as a single class with the holders of preferred stock.
The proposed restructuring of Wyndham will increase the number of directors
to 19 from 10 and change who may nominate individuals to be elected to each
class of directors and who may vote for individuals to be members of each class.
If the restructuring is approved by stockholders and the $1 billion equity
investment closes, eight of Wyndham's 19 directors will
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be designated as class A directors, eight will be designated as class B
directors and three will be designated as class C directors. Currently, all of
Wyndham's stockholders are entitled to vote for individuals nominated by the
Board of Directors or by stockholders to serve as directors of one of the three
staggered classes of directors at each annual meeting of Wyndham's stockholders.
The proposed restructuring will change this.
Beginning with Wyndham's 2000 annual meeting of stockholders, who may
select nominees and who may vote for individuals to serve as directors will be
determined as follows:
Class A Directors: Wyndham's nominees to be elected as class A
directors at any meeting of Wyndham's stockholders will be selected by a
committee of the Board of Directors that consists of each of the class C
directors then in office and the same number, but not less than one, of
class A directors then in office who will be selected by a majority vote of
the class A directors then in office. Upon the occurrence of certain
events discussed in the proposed Wyndham certificate of incorporation, the
investors may voluntarily convert their class B common stock into class A
common stock. Prior to that time the class A directors will be elected by
the affirmative vote of the holders of a plurality of the shares of class A
common stock. From and after that time, the class A directors will be
elected by the affirmative vote of holders of a plurality of the votes
represented by the shares of class A common stock, class B common stock and
series B preferred stock, voting together as a single class.
Class B Directors: Wyndham's nominees to be elected as class B
directors at any meeting of Wyndham's stockholders will be nominated by a
majority of the class B directors then in office. The class B directors
will be elected by the affirmative vote of holders of a plurality of the
votes represented by the shares of series B preferred stock and class B
common stock, voting together as a single class.
Class C Directors: Wyndham's nominees to be elected as class C
directors at any meeting of Wyndham's stockholders will be selected by a
majority of the class C directors then in office. The class C directors
generally will be elected by the affirmative vote of holders of a plurality
of the votes represented by the shares of class A common stock, class B
common stock and series B preferred stock, voting together as a single
class. However, until the investors may voluntarily convert their class B
common stock to class A common stock, if the only persons nominated for
election as class C directors are those nominated for election by the class
C directors then in office, and if there are more votes against any
person's election than in favor of that person's election, then that person
will not be elected to the Board of Directors. Also, until the date the
investors may voluntarily convert their class B common stock to class A
common stock, the proposed Wyndham certificate of incorporation provides
that if there is any other person nominated for election as a class C
director in addition to those nominated for election by the class C
directors then in office, then all shares of series B preferred stock and
class B common stock, and all shares of class A common stock held by class
A directors or their
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affiliates voted at the meeting, will be voted for all of the nominees in
proportion to the votes cast for such nominees by other holders of class A
common stock.
If the restructuring of Wyndham and Patriot is approved by stockholders and
the $1 billion equity investment closes, some of the members of the current
Board of Directors of Wyndham will resign. The remaining directors will appoint
individuals to fill the vacancies on the Board of Directors.
Liquidation Rights. Upon the voluntary or involuntary liquidation,
dissolution, distribution of assets or other winding up of Wyndham, after
distribution in full of preferential amounts to be distributed to the holders of
preferred stock or any other class or series of stock having a preference as to
liquidating distributions over the Wyndham common stock, the holders of class A
common stock will be entitled to share equally and ratably with holders of other
classes of common stock in all of the remaining assets of Wyndham available for
distribution to stockholders.
Preemptive Rights and Nonassessability of Shares. Unless specified in an
agreement which is approved by the Board of Directors of Wyndham, holders of
class A common stock will not have preemptive rights to purchase (1) additional
shares of Wyndham, (2) warrants, rights or options to purchase additional shares
of Wyndham, or (3) any obligations convertible into such shares, warrants,
rights or options. All of the outstanding shares of class A common stock will
be fully paid and nonassessable when issued.
Item 2. Exhibits
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(1) Form of Restated Certificate of Incorporation of Wyndham
International, Inc. (Filed on March 2, 1999 as Exhibit 99.3 to Form
8-K (File No. 01-13127), and incorporated herein by reference.)
(2) Form of Amended and Restated Bylaws of Wyndham International, Inc.
(Filed on March 2, 1999 as Exhibit 99.4 to Form 8-K (File No.
01-13127), 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.
(Registrant)
By: /s/ RICHARD MAHONEY
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Name: Richard Mahoney
Title: Chief Financial Officer
Dated: June 17, 1999
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EXHIBIT INDEX
Exhibit No. Description
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3.1 Form of Restated Certificate of Incorporation of Wyndham
International, Inc. (Filed on March 2, 1999 as Exhibit
99.3 to Form 8-K (File No. 01-13127), and incorporated
herein by reference. )
3.2 Form of Amended and Restated Bylaws of Wyndham
International, Inc. (Filed on March 2, 1999 as Exhibit
99.4 to Form 8-K (File No. 01-13127), and incorporated
herein by reference.)
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