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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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:________________________
(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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Series A Convertible Preferred 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
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. 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 to, among other things, create classes of common
stock designated as class A common stock and class B common stock. Following the
completion of the investment, 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.
A summary of the terms of the series A convertible preferred stock follows.
It does not purport to be complete and is subject to, and qualified in its
entirety by, reference to the proposed Wyndham Restated Certificate of
Incorporation and the Form of Certificate of Designation for the Series A
Convertible Preferred Stock (the "Certificate of Designation"), which are
attached hereto as exhibits and are incorporated herein by reference.
Description of Series A Convertible Preferred Stock
The series A Certificate of Designation designates 31,840,000 shares of
Wyndham's preferred stock as series A preferred stock with a stated amount of
$100.00 per share. The series A preferred stock will rank equal to Wyndham's
series B preferred stock as to dividends and liquidation preference.
Dividend Rights. Wyndham will pay dividends on its series A preferred
stock quarterly, on a cumulative basis at an annual rate of 9.75%, compounded
quarterly. Until the sixth anniversary of the completion of the $1 billion
equity investment, the dividends will be payable partially in cash and partially
in additional shares of series A preferred stock with the cash component
initially equal to 30% for the first dividend and declining over the six year
period to approximately 19.8% for the final dividend. This dividend structure
is intended to ensure an aggregate fixed cash dividend payment of $29,250,000
per year, assuming no redemption or conversion of the series A preferred stock.
From the sixth anniversary of the completion of the investment through the tenth
anniversary of the completion of the investment, the dividends may be paid by
Wyndham either in cash or in additional shares of series A preferred stock.
Following the tenth anniversary of the completion of the investment, the
dividends will be paid by Wyndham entirely in cash. In addition, holders of the
series A
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preferred stock will be entitled to receive all dividends paid on the Wyndham
common stock on an as-converted basis, except for dividends payable in
additional shares of Wyndham common stock. Wyndham may elect to pay a portion of
these dividends in the form of additional shares of series A preferred stock.
Terms of Conversion. Each share of Wyndham's series A preferred stock may,
at the option of its holder, be converted into shares of Wyndham class A common
stock at any time. For each share of series A preferred stock converted into
series A common stock, the holder will receive that number of shares of class A
common stock equal to $100.00 divided by the conversion price of the series A
preferred stock, which is initially $8.59 per share, and will also receive
accrued but unpaid cash dividends. If a holder of series A preferred stock
elects to convert his or her shares of series A preferred stock into class A
common stock in connection with a "Change in Control" (as defined below) that
occurs prior to the sixth anniversary of the closing of the investment, all
dividends on the shares of series A preferred stock held by the holder that
would have accrued through the sixth anniversary will be accelerated and paid in
the form of additional shares of series A preferred stock, assuming that all
such subsequent dividends would have been paid solely in shares of series A
preferred stock rather than cash.
The conversion price is subject to adjustment if any of the following
events occur:
. Wyndham common stock is issued as a dividend or distribution on the
Wyndham common stock;
. the Wyndham common stock is subdivided, combined, consolidated or
reclassified;
. Wyndham common stock, or options, rights, warrants or other securities
convertible into or exchangeable for shares of Wyndham common stock,
is issued at a price per share less than the current market price of
the Wyndham common stock, except for issuances authorized by employee
benefit plans and other options of Wyndham and issuances in private
placements at not less than 95% of the then current market price of
the Wyndham common stock; and
. a reduction in the conversion price for any reason Wyndham deems
advisable to prevent any distribution of stock or stock rights, or
similar transactions from being taxable to the holders of Wyndham
common stock, which could occur if a stock or stock rights
distribution increased the interest of the common shareholders
relative to the preferred shareholders as a result of the failure to
adjust the conversion ratio.
The price at which series A preferred stock is converted into class A
common stock is also subject to adjustment in the event Wyndham and Patriot are
required to indemnify the
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investors under the terms of the securities purchase agreement relating to the
$1 billion equity investment. (The securities purchase agreement, dated
February 18, 1999, was filed on March 2, 1999 as Exhibit 99.1 to Form 8-K
(File No. 01-13127), and is incorporated herein by reference.)
In the event of any capital reorganization or reclassification that does
not cause an adjustment of the conversion price, any consolidation or merger of
Wyndham with or into another corporation, or any sale or conveyance to another
corporation of all or substantially all of the property of Wyndham, prior to the
consummation of the transaction, each share of series A preferred stock will be
convertible into, instead of the Wyndham common stock issuable upon the
conversion, the kind and amount of shares of stock and other securities and
property receivable in the transaction by a holder of the number of shares of
Wyndham common stock into which one share of series A preferred stock was
convertible immediately prior to the transaction.
Generally a "Change in Control" means any of the following have occurred:
. the acquisition by any individual, entity or group (an "Acquiring
Person"), other than Wyndham or any of its subsidiaries or any
investor or excluded group (as defined in the series A certificate of
designation), of beneficial ownership of 35% or more of the combined
voting power or economic interests of the then outstanding voting
securities of Wyndham. However, any transfer from any investor or
excluded group will not result in a Change in Control if the transfer
was part of a series of related transactions the effect of which,
absent the transfer to the Acquiring Person by the investor or
excluded group, would not have resulted in the acquisition of 35% or
more of the combined voting power or economic interests of the then
outstanding voting securities;
. during any period of 12 consecutive months after the completion of the
$1 billion equity investment, the individuals who at the beginning of
the 12-month period constituted a majority of the directors who are
not elected by the investors (and any successors nominated or elected
by them) cease for any reason to constitute at least a majority of the
directors who are not elected by the investors;
. the approval by the stockholders of Wyndham of a reorganization,
merger or consolidation following which all or substantially all of
the beneficial owners of the voting securities of Wyndham immediately
prior to the reorganization, merger or consolidation do not
beneficially own, directly or indirectly, more than 57.5% of the
combined voting power of the then outstanding voting securities
entitled to vote generally in the election of directors of Wyndham
resulting from the reorganization, merger or consolidation; or
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. the sale or other disposition of assets representing 50% or more of
the assets of Wyndham in one transaction or series of related
transactions.
A Change in Control will not be deemed to have occurred, however, if a
majority of the class B directors otherwise determine.
Redemption Provisions. At any time after the sixth anniversary of the
completion of the $1 billion equity investment, Wyndham will have the right to
redeem all or any portion of the outstanding series A preferred stock at a
redemption price of 101% of the stated amount of the stock plus all accrued
dividends. Wyndham may redeem only a portion of the outstanding series A
preferred stock provided that at least one million shares of series A preferred
stock remain outstanding following the partial redemption and Wyndham redeems
the stock pro rata based on stockholders' respective holdings of series A
preferred stock. Holders of series A preferred stock will have the right,
however, to convert their shares into Wyndham common stock rather than having
the preferred shares redeemed by Wyndham in connection with this redemption.
Within five business days of a Change of Control event, Wyndham shall offer
to purchase from each holder of series A preferred stock all, and each holder of
series A preferred stock shall have the right (but not the obligation) to
require Wyndham to purchase any or all, of their series A preferred stock.
Wyndham will give notice of any redemption by mail to each holder of series
A preferred stock. In addition, Wyndham will publish the fact that it is
redeeming or offering to redeem shares of series A preferred stock through a
nationally prominent news wire service on or before the date of mailing any
notices to holders of series A preferred stock.
Voting Rights and Classification of the Board of Directors. Generally,
holders of shares of series A preferred stock are not entitled to voting rights.
If cash dividends on the series A preferred stock are in arrears and unpaid for
six quarterly dividend periods, whether or not consecutive and such failure
thereafter continues and the holders of series B preferred stock no longer have
the right to elect any directors, then the number of directors constituting the
Board of Directors shall be increased by the number, if any, necessary to permit
the holders of the series A preferred stock and series B preferred stock, voting
as a single class, to elect a minimum of two directors upon such default.
The Wyndham Board of Directors is divided into three classes of directors.
Generally this will not affect the rights of series A preferred stockholders as
they typically are not entitled to voting rights.
Liquidation Rights. Upon any voluntary or involuntary liquidation,
dissolution or winding up of the affairs of Wyndham, the holders of series A
preferred stock, after payment or provision for payment of any distribution
required to be made on any shares of Wyndham
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stock which have a preference or priority over the shares of series A preferred
stock upon liquidation, are entitled to be paid out of the assets of Wyndham
available for distribution the greater of either (1) the amount the holders of
the series A preferred stock would have received had they converted their series
A preferred stock (including for such purposes any shares of series A preferred
stock issuable in respect of accrued dividends through the date of liquidation)
into common stock immediately prior to such liquidation or winding up, (2) the
stated amount of their series A preferred stock plus any accrued dividends, or
(3) the fair market value of the cash, securities and other property that such
holder of the series A preferred stock would have received had they converted
their series A preferred stock (including for such purposes any shares of series
A preferred stock issuable in respect of accrued dividends) into shares of
common stock immediately prior to such liquidation, plus accrued dividends
payable in cash to the extent not otherwise reflected pursuant to this
parenthetical phrase (including for such purposes any shares of series A
preferred stock issuable in respect of accrued dividends through the date of the
liquidation). This distribution to series A preferred stockholders will occur
before any distribution shall be made or any assets distributed in respect of
junior stock to the holders of any junior stock including, without limitation,
common stock of Wyndham. If upon any voluntary or involuntary liquidation,
dissolution or winding-up of Wyndham, the amounts payable with respect to the
series A preferred stock and all other stock on parity with series A preferred
stock are not paid in full, the holders of the series A preferred stock and the
stock on parity with series A preferred stock will share equally and ratably in
any distribution of assets of Wyndham first in proportion to the full
liquidation preference to which each is entitled until such preferences are paid
in full, and then in proportion to their respective amounts of accumulated but
unpaid dividends. After payment of the full amount of the greatest of the
amounts set forth above to which they are entitled, the holders of shares of
series A preferred stock will not be entitled to any further participation in
any distribution of assets of Wyndham.
The voluntary sale, conveyance, exchange or transfer of all or substantially all
of the property or assets of Wyndham or the consolidation or merger of Wyndham
with or into one or more other corporations shall not be deemed to be a
liquidation, winding-up or dissolution of Wyndham.
Preemption Rights and Nonassessability of Shares. Unless specified in an
agreement which is approved by the Board of Directors of Wyndham, holders of
shares of series A preferred stock do 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 series A
preferred stock will be fully paid and nonassessable when issued.
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Item 2. Exhibits
(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 Certificate of Designation of the Series A Convertible
Preferred Stock of Wyndham International. (Filed on March 2, 1999 as
Exhibit 99.5 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 Certificate of Designation of the Series A
Convertible Preferred Stock of Wyndham
International. (Filed on March 2, 1999 as
Exhibit 99.5 to Form 8-K (File No. 01-13127), and
incorporated herein by reference.)
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