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As filed with the Securities and Exchange Commission on September 17, 1999
Registration No. 333-86189
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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WYNDHAM INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 94-2878485
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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1950 Stemmons Freeway, Suite 6001, Dallas, Texas 75207
(214) 863-1000
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
James D. Carreker Copies to:
Chairman of the Board and Chief
Executive Officer J. Kenneth Menges, Jr., P.C.
1950 Stemmons Freeway N. Kathleen Friday, P.C.
Suite 6001 Akin, Gump, Strauss, Hauer & Feld,
Dallas, Texas 75207 L.L.P.
(214) 863-1000 1700 Pacific Avenue, Suite 4100
(Name, address, including zip code, Dallas, Texas 75201-4675
and telephone number,
including area code, of agent for
service)
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Approximate date of commencement of proposed sale to the public: As soon as
practicable following the effective date of this registration statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [_]
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The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933, as amended, or until this
registration statement shall become effective on such date as the Securities
and Exchange Commission, acting pursuant to said Section 8(a), may determine.
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++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+ +
+ +
+The information in this prospectus is not complete and may be changed. We may +
+not sell these securities until the registration statement filed with the +
+Securities and Exchange Commission is effective. This prospectus is not an +
+offer to sell these securities and it is not soliciting an offer to buy these +
+securities in any state where the sale or offer is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
Subject to Completion, dated September 17, 1999
PROSPECTUS
15,097,354 Shares
WYNDHAM INTERNATIONAL, INC.
1950 Stemmons Freeway, Suite 6001
Dallas, Texas 75207
(214) 863-1000
Class A Common Stock
This prospectus relates to the public offer and sale up to 15,097,354 shares
of our class A common stock by the selling stockholders named in this
prospectus.
Our class A common stock is traded on the New York Stock Exchange under the
symbol "WYN". On September 14, 1999, the last reported sale price for our class
A common stock was $3.5625 per share.
------------
You should consider carefully the risks factors related to investing in our
class A common stock. Please see "Risk Factors" beginning on page 2.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.
The date of this prospectus is , 1999.
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TABLE OF CONTENTS
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Page
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Wyndham International, Inc. .............................................. 1
Recent Developments....................................................... 1
Risk Factors.............................................................. 2
Influence by New Investors.............................................. 2
We Have Substantial Debt Obligations; We May Incur Additional
Indebtedness; Most of Our Debt Bears Interest at a Variable Rate....... 3
We Have Grown Rapidly and Have Acquired New Businesses, Which Requires
Us to Integrate Operations............................................. 4
Hotel Industry Risks.................................................... 4
Real Estate Risks....................................................... 5
Risks of Operating Hotels Under Franchise Or Brand Affiliations......... 7
Risks Relating to Gaming Operations..................................... 7
Year 2000 Compliance.................................................... 8
Uncertainty of Forward-Looking Statements................................. 9
About This Prospectus..................................................... 10
Use of Proceeds........................................................... 10
Description of Class A Common Stock....................................... 10
Selling Stockholders...................................................... 11
Plan of Distribution...................................................... 14
Legal Matters............................................................. 14
Experts................................................................... 14
Where You Can Find More Information....................................... 15
</TABLE>
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WYNDHAM INTERNATIONAL, INC.
We are a fully integrated and branded hotel enterprise that has, as of June
30, 1999, an aggregate hotel portfolio of 318 hotel properties with
approximately 74,000 rooms in the United States, Canada, the Caribbean and
Europe. We are engaged in the ownership, management, leasing and franchising
of hotels and resorts, primarily in the luxury and upscale segments. We are
focused on integrating our acquired properties and operating companies and are
developing our proprietary brands: Wyndham, Grand Bay Hotels & Resorts, and
Summerfield Suites. We intend to continue to develop and build brand
recognition of our products through the continuation of our re-branding
program, a unified marketing campaign, an expanded advertising budget and a
proprietary centralized reservation system and reservation organizations.
As of June 30, 1999, we, directly or indirectly through our subsidiaries,
owned interests in 173 hotels totaling over 43,300 rooms and leased 39 hotels
from third parties totaling over 5,700 rooms. In addition, we managed 95
hotels with over 22,300 rooms for third party owners and franchised 11 hotels
under the Wyndham, Summerfield or ClubHouse brands with over 2,600 rooms. The
hotels are diversified by franchise or brand affiliation and serve primarily
U.S. business centers. In addition to hotels catering primarily to business
travelers, our portfolio includes world-class resort hotels and prominent
hotels in major tourist destinations.
RECENT DEVELOPMENTS
On June 30, 1999, we consummated the $1 billion equity investment in our new
series B convertible preferred stock and our related restructuring. With
respect to this investment, investors including affiliates of Apollo Real
Estate Management III, L.P., Apollo Management IV, L.P., Thomas H. Lee Equity
Fund IV, L.P., Beacon Capital Partners, L.P., and Strategic Real Estate
Investments I, LLC purchased for $1 billion in cash shares of our series B
preferred stock representing 41% of the voting power of our capital stock then
outstanding. In connection with this investment, we restructured our existing
organization. Patriot American Hospitality, Inc. became a wholly-owned
subsidiary of us and the pairing agreement between Patriot and us was
terminated. In addition, Patriot's status as a real estate investment trust
terminated effective January 1, 1999, and Patriot became a taxable corporation
as of that date. As a result of the termination of Patriot's REIT status, we
took a one-time accounting charge of approximately $675 million relating to a
deferred tax liability. As part of this investment, the following, among other
things, also occurred on June 30, 1999:
. we entered into a new $1.8 billion senior credit facility with The Chase
Manhattan Bank consisting of: $1.3 billion in term loans with a term
expiring on June 30, 2006 and a $500 million revolving credit facility
with a term expiring on June 30, 2004;
. we entered into a $650 million increasing rate loan facility maturing
June 30, 2004 with The Chase Manhattan Bank and The Bear Stearns
Companies, Inc.;
. we entered into (1) a $346 million mortgage loan with Bear, Stearns
Funding, Inc. secured by a first lien on 25 of our hotel properties, and
(2) a $235 million mortgage loan with Lehman Brothers Holding, Inc.
secured by a first lien on 10 other of our hotel properties;
. we used proceeds from the $1 billion equity investment to settle all
forward equity contracts in cash;
. we retired or refinanced all of our bank debt, except for certain
mortgage loans, that existed immediately before we consummated this
investment; and
. our Board of Directors was restructured to consist of eight "class A"
directors designated by our Board members who were serving immediately
before we consummated this investment, eight "class B" directors
designated by the investors, and three "class C" directors agreed upon
by our Board members serving immediately before the investment and the
investors.
In addition, in May 1999, we hired Richard Mahoney as Chief Financial
Officer and, on July 12, 1999, we hired Fred J. Kleisner as President and
Chief Operating Officer. Messrs. Mahoney and Kleisner together have more than
35 years of experience in the hotel industry. Mr. Kleisner most recently
served with Starwood Hotels
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and Resorts Worldwide, Inc. where he directed operations for all the Starwood
Hotel Group brands in North America, Central America, South America, Hawaii
and the Caribbean. Mr. Mahoney previously served as executive vice president
and chief operating officer of Starwood's gaming division and before that as
chief financial officer of Westin Hotels & Resorts.
On June 14, 1999, we announced our intention to sell the 11 historic styled
hotels of Arcadian International Limited based in the United Kingdom. We also
plan to sell our European development properties. Since June 14, 1999, we have
actively publicly marketed these assets. However, we cannot assure you that we
will obtain terms satisfactory to us in order to complete the sales of these
assets or that any proposed sale of these assets, if completed, will result in
either a profit or a loss against the recorded book value of these assets.
On August 12, 1999, we filed with the Securities and Exchange Commission a
registration statement on Form S-3 for a rights offering by us. We will be
conducting that rights offering, which will be for 3 million shares of our
series A convertible preferred stock, to settle class action litigation
relating to the June 30, 1999 $1 billion equity investment in our series B
preferred stock and our related restructuring.
Under the rights offering, we will grant rights to each person who held on
the record date shares of our class A common stock, limited partnership units
in Patriot American Hospitality Partnership, L.P. or limited partnership units
in Wyndham International Operating Partnership, L.P. The rights will enable
the holders thereof to purchase shares of our series A preferred stock for a
price of $100.00 per share. The rights offering is subject to certain
conditions, including entering into a settlement agreement for the litigation
and court approval of the settlement. If we complete the rights offering, we
will use the cash proceeds therefrom to redeem shares of our series B
preferred stock, which are held by the investors that made the recent $1
billion equity investment in our series B preferred stock.
We are currently exploring ways to strengthen our competitive position by
capitalizing on the financial and operating flexibility provided by our
restructuring. Our growth strategy will focus on upgrading existing
properties, maximizing our portfolio mix, including exploring strategic
divestitures, and maximizing the value of the Wyndham brand. We believe that
if our strategic initiatives are successful, we will enhance stockholder
value. However, we cannot assure you that any or all of these initiatives will
be successful.
RISK FACTORS
You should carefully consider the risks described below and the other
information in this prospectus, any prospectus supplement and the documents
and risk factors incorporated by reference herein before deciding to invest in
our class A common stock. Many factors, including the risks described below,
could cause our operating results to be different from our expectations and
plans.
Influence by New Investors
As a result of their $1 billion investment in our series B preferred stock,
as of June 30, 1999, the investors held approximately 41% of the voting power
of our capital stock. The investors are entitled to vote on all matters voted
on by the holders of our capital stock except that special rules apply in the
case of the election of directors under which the holders of our class A
common stock effectively control the election of the class A directors. Each
share of our series B preferred stock held by the investors entitles the
holder to cast the same number of votes as the holder would have been able to
cast if its shares were converted into our class B common stock. On this "as
converted" basis, the investors held as of June 30, 1999 approximately 41% of
the voting power of our capital stock. Because a portion of dividends paid to
the investors on their series B preferred stock is to be paid in additional
shares of series B preferred stock, assuming we issue no other voting shares
and without taking into account any redemption of series B preferred stock
with the cash proceeds from the rights offering, the "as converted" voting
power of the investors would rise to approximately 52% by June 30, 2005. As
part of their investment, however, the investors agreed not to acquire or
hold, at any time before June 30, 2005, any shares of
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our common stock or any securities convertible into our common stock, except
by conversion of their series B preferred stock and other exceptions. Also,
the investors' voting power would be reduced to approximately 29% immediately
following the rights offering, and 36% by June 30, 2005, if the rights
offering is completed in full and the proceeds are used to redeem $300 million
of the investors' series B preferred stock. The investors are not prohibited
from purchasing rights in the market or from exercising such rights or
allowing them to expire. To the extent the investors do so, their equity
interest in us will not decrease.
As of the date of this prospectus, the investors are entitled to appoint
eight of 19 members of our Board of Directors. The investors also have the
right to vote with the holders of our class A common stock on an "as
converted" basis for the election of three additional directors. The investors
therefore have significant influence over the election of our directors.
The investors' influence may have the effect of discouraging a third party
from making an acquisition proposal for us and, consequently, may delay or
prevent a future change of control of us. In addition to their significant
voting power discussed above, the investors have special voting rights
concerning amendments to our certificate of incorporation affecting Board
composition, voting rights of stockholders and indemnification of stockholders
and directors. The investors also have special voting rights on amendments to
our shareholders rights plan and special approval rights over "change of
control" transactions. Upon a change of control, the investors may either
redeem for cash or convert for our class B common stock all of their series B
preferred stock, together with all dividends that would have been paid through
June 30, 2005. All accelerated dividends would be treated as if they were paid
solely in the form of additional shares of series B preferred stock rather
than cash.
We have substantial debt obligations; we may incur additional indebtedness;
most of our debt bears interest at a variable rate
As of June 30, 1999, our outstanding debt was approximately $3.5 billion and
our ratio of debt to total stockholders' equity was approximately 153%. Our
aggregate outstanding debt includes the following:
. Senior Credit Facility. We have a senior credit facility comprised of
(1) term loans in an aggregate principal amount of $1.3 billion expiring
on June 30, 2006, and (2) a revolving loan facility in an aggregate
principal amount of up to $500 million expiring on June 30, 2004. As of
June 30, 1999, we had borrowed $50 million under the revolving loan
facility. The senior credit facility is guaranteed by our domestic
subsidiaries and secured by pledges of our equity interests and the
equity interests of our subsidiaries.
. Increasing Rate Loans. We have an increasing rate loan facility in the
aggregate principal amount of $650 million which expires on June 30,
2004. The lenders under the increasing rate loans receive the benefit of
the same guarantees and pledges of security provided under the senior
credit facility.
. New Mortgage Debt. On June 30, 1999, we closed on a $346 million
mortgage loan secured by first liens on 25 of our hotel properties
located throughout the United States and closed on a $235 million
mortgage loan secured by first liens on 10 other of our hotel properties
located throughout the United States. A separate special purpose entity
subsidiary of ours owns each of the hotel properties subject to the
liens.
. Other Mortgage Debt. As of June 30, 1999, we had outstanding $907.1
million of other mortgage and secured debt. The mortgage debt has a
weighted average interest rate of 7.91% and a weighted average remaining
life of 5.2 years. This mortgage debt is secured by 48 of our
properties.
We also may borrow additional amounts from the same or other lenders in the
future, may assume debt in connection with acquisitions, or may issue
corporate debt securities in public or private offerings. Our organizational
documents do not limit the amount of indebtedness we may incur. However, our
ability to borrow under the revolving credit facility is subject to our
compliance with a number of customary financial and other covenants, including
total leverage and interest coverage ratios. Our inability to borrow under the
revolving credit
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facility could adversely affect our ability to fund operations or expand our
business. Further, substantially all of our debt bears interest at a variable
rate. Economic conditions could result in higher interest rates, which could
increase debt service requirements on variable rate debt. Our debt service
requirements will require the use of a substantial portion of our operating
cash flow to pay interest on our debt instead of for other corporate purposes.
There can be no assurance that we will be able to meet our debt service
obligations and, to the extent that we cannot, we may lose some or all of our
assets, including hotel properties. Adverse economic conditions could cause
the terms on which we borrow to worsen. Those circumstances, if we are in need
of funds to repay indebtedness, could force us to liquidate one or more
investments in properties at times that may not permit realization of the
maximum return on those investments.
The foregoing risks associated with our debt obligations may inhibit our
ability to raise capital in both the public and private markets and may have a
negative impact on our credit rating.
We have grown rapidly and have acquired new businesses, which requires us to
integrate operations
We have recently experienced a period of rapid growth. We are responsible
for the management and operation of several new businesses, including direct
hotel management, and branding and franchising, which previously were not part
of our operations. In addition, we may acquire other new businesses in the
future. The integration of departments, systems and procedures presents a
significant management challenge, and the failure to integrate new
acquisitions into existing management and operating structures could have a
material adverse effect on our results of operations and financial condition.
Hotel Industry Risks
Operating Risks. Our primary business is buying, selling, leasing and
managing hotels. This business is subject to operating risks common to the
hotel industry, including:
. competition for guests from other hotels, a number of which may have
greater marketing and financial resources and experience than us and our
hotel management companies;
. increases in operating costs due to inflation and other factors, which
may not be offset by increased room rates;
. dependence on business and commercial travelers and tourism, which may
fluctuate and be seasonal;
. increases in energy costs and other travel expenses, which may deter
travelers; and
. adverse effects of general and local economic conditions.
These factors could adversely affect our ability to generate revenues and
our financial condition and results of operations.
We may be unable to obtain or transfer necessary operating licenses in hotel
acquisitions. When we acquire hotels or hotel operating companies, we may be
unable to transfer certain operating licenses or obtain new licenses in a
timely manner, such as food and beverage licenses. Although hotels can sell
alcoholic beverages under interim licenses or licenses obtained before we
acquire them, there can be no assurance that these licenses will remain in
effect until we (or the hotel management company) obtain new licenses. If a
hotel fails to have a food and beverage license or other operating licenses,
this failure would adversely affect the hotel's ability to generate revenues
and could adversely affect our financial condition and results of operations.
Hotel Renovation Costs and Capital Expenditures. In general, hotels have an
ongoing need for renovations and other capital improvements, particularly in
older structures, including periodically replacing or refurbishing furniture,
fixtures and equipment. Under the terms of participating leases, we must
establish a reserve to pay for certain capital expenditures and for
periodically replacing or refurbishing furniture, fixtures and equipment. If
capital expenditures exceed our expectations, this excess would have an
adverse effect on our available cash. In addition, we may acquire hotels that
require significant renovation. When we renovate hotels, we incur risks,
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including the risk of environmental problems, construction cost overruns and
delays, uncertainties as to market demand after we renovate, market demand
deterioration after we begin renovating, and unanticipated competition
emerging from other hotels.
Competition For Hotel Acquisition Opportunities. We may be competing for
hotel acquisition opportunities with entities that have substantially greater
financial resources. These entities may generally be able to accept more risk
than we can prudently manage, including risks of a hotel operator's
creditworthiness or a target hotel's geographic location. Competition may
generally reduce the number of hotel acquisition opportunities that we believe
suitable.
Seasonality. The hotel industry is seasonal in nature. Revenues at certain
hotels are greater in the first and second quarters of a calendar year and at
other hotels in the second and third quarters of a calendar year. Seasonal
variations in hotel revenues may cause quarterly fluctuations in our operating
revenues.
Real Estate Risks
General Risks. Our ability to generate revenues from our hotels may be
adversely affected by risks common to the ownership, lease or operation of
real property, including:
. changes in national economic conditions;
. changes in local market conditions due to changes in general or local
economic conditions and neighborhood characteristics;
. changes in interest rates;
. changes in the availability, cost and terms of mortgage funds;
. the impact of present or future environmental legislation and compliance
with environmental laws;
. the ongoing need for capital improvements, particularly in older
structures;
. changes in real estate tax rates and other operating expenses;
. adverse changes in governmental rules and fiscal policies;
. adverse changes in zoning laws;
. civil unrest;
. acts of God, including earthquakes and other natural disasters (which
may result in uninsured losses); and
. other factors that are beyond our control.
Value and Illiquidity of Real Estate. Real estate is a relatively illiquid
asset. Therefore, our ability to respond to changes in economic and other
conditions will be limited. If we must sell a property, there can be no
assurance that we will be able to dispose of it in the time period we desire
or that the sales price of any property will equal or exceed the amount of our
initial investment in the property.
Property Taxes. Our properties are subject to real property taxes. The real
property taxes on our properties may increase or decrease as property tax
rates change and as the value of the properties are assessed or reassessed by
taxing authorities. Increases in property taxes may adversely affect our
financial condition and results of operations.
Consents of Ground Lessors Required For Sale of Certain Hotels. Some of our
properties are subject to ground leases with third party lessors. In addition,
we may acquire properties in the future that are subject to ground leases. If
we wish to sell a property that is subject to a ground lease or wish to assign
our leasehold interest in the ground lease, we may need the consent of third
party lessors. As a result, we may not be able to sell or assign our interest
in these properties without the consent of these lessors.
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Environmental Matters. Our operating costs may be affected by the cost of
complying with existing and future environmental laws, ordinances and
regulations. Under various federal, state and local environmental laws,
ordinances and regulations, we may be liable for the costs of removing or
remediating hazardous or toxic substances on, under, or in real property
currently or previously owned or operated by us. These laws often impose
liability whether or not we knew of, or were responsible for, the presence of
hazardous or toxic substances. In addition, our ability to borrow by using
real property as collateral may be adversely affected by the presence of
hazardous or toxic substances, or the failure to remediate the property
properly. By arranging for the transportation, disposal or treatment of
hazardous or toxic substances, we may also be liable for the costs of removing
or remediating these substances at the disposal or treatment facility, even if
we never owned or operated the disposal or treatment facility. We could be
held liable under environmental laws used to impose liability for releases of
hazardous materials, including asbestos-containing materials, into the
environment. Third parties may seek recovery from us for personal injuries
associated with exposure to hazardous materials on real property owned or
operated by us. Environmental laws may also impose restrictions on the manner
in which we may use or transfer a property or in which we operate our business
on a property. In connection with our hotels, we may be potentially liable for
any environmental costs. The cost of defending against claims of liability or
remediating contaminated property and the cost of complying with environmental
laws could materially adversely affect our results of operations and financial
condition. Qualified independent environmental engineers have conducted Phase
I environmental site assessments on substantially all of our properties. The
purpose of these environmental assessments was to identify potential sources
of contamination for which any of our properties may be responsible and to
assess the status of environmental regulatory compliance. The environmental
assessments have not revealed any environmental liability or compliance
concerns that we believe would have a material adverse effect on our business,
assets, results of operations or liquidity, nor are we aware of any
environmental liability or compliance concerns. Nevertheless, these
environmental assessments may not have revealed all environmental liabilities
or compliance concerns. Also, there may be material environmental liabilities
or compliance concerns of which we are currently unaware. We have not been
notified by any governmental authority, and we have no other knowledge of, any
material noncompliance, liability or claim relating to hazardous or toxic
substances or other environmental substances in connection with any of our
properties.
Uninsured and Underinsured Losses. Each of the leases with third parties
specifies comprehensive insurance to be maintained on each of the applicable
leased hotels, including liability, fire and extended coverage. We believe
this specified coverage is of the type and amount customarily obtained for
hotels. Leases for subsequently acquired hotels will contain similar
provisions. However, there are certain types of losses, generally of a
catastrophic nature such as earthquakes and floods, that may be uninsurable or
not economically insurable. Our Board of Directors and management will use
their discretion in determining amounts, coverage limits and deductibility
provisions of insurance, with a view to maintaining appropriate insurance
coverage on our investments at a reasonable cost and on suitable terms. This
may result in insurance coverage that, in the event of a substantial loss,
would not be sufficient to pay the full current market value or current
replacement cost of the lost investment. Inflation, changes in building codes
and ordinances, environmental considerations, and other factors also might
make it impractical to use insurance proceeds to replace the property after it
has been damaged or destroyed. Under these circumstances, the insurance
proceeds received might not be adequate to restore our economic position with
respect to the damaged property.
Acquisition and development risks. We currently intend to pursue
acquisitions of additional hotels and hotel operating companies and, under
appropriate circumstances, may pursue development opportunities. Acquisitions
entail risks that the acquired hotels or hotel operating companies will fail
to perform according to our expectations or that our cost estimates to market,
acquire and operate properties will prove inaccurate. In addition, hotel
development is subject to other risks, including risks of construction delays
or cost overruns that may increase project costs, new project commencement
risks such as receiving zoning, occupancy and other required governmental
approvals and permits, and incurring development costs for projects that are
not pursued to completion.
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We depend on management contracts. We manage hotels for third party owners
pursuant to management contracts. These contracts may be acquired, terminated,
renegotiated or converted to franchise agreements in the ordinary course of
our business. As of the date of this prospectus, the average remaining term of
our management contracts was approximately 9.5 years. However, the hotel
property owner may terminate these management contracts if we fail to meet
certain performance standards, if the property is sold to a third party, if
the owner defaults on indebtedness encumbering the property, upon a
foreclosure of the property, closing of the property and certain business
combinations involving us in which our name or current management team does
not survive.
There can be no assurance that we will be able to replace terminated
management contracts, or that the terms of renegotiated or converted contracts
will be as favorable as the terms that existed before such renegotiation or
conversion. We also will be subject to the risk that a hotel property owner
will be unable to pay management fees to us. In addition, in certain
circumstances, we may be required to make loans to or capital investments in
hotel properties in connection with management contracts. If any of these
hotel properties suffers poor operating results or if we lose our management
contract, we may not recover our loan or capital investment.
Risks of Operating Hotels under Franchise or Brand Affiliations
We operate some of our hotels under franchise or brand affiliations. In
addition, we may acquire hotels in the future which are operated under
franchise or brand affiliations. Each franchised hotel must meet specified
operating standards and other terms and conditions to continue its franchise
license. The continued use of a brand generally depends upon the continuation
of the management agreement related to that hotel with the hotel's management
entity. Franchisors typically inspect licensed properties periodically to
confirm adherence to operating standards. Actions by us, our affiliates or the
hotel management entities could cause a breach of these standards or other
terms and conditions of a franchise license or the loss or cancellation of a
franchise license. It is possible that a franchisor could condition the
continuation of a franchise license on the completion of capital improvements
which our Board of Directors determines are too expensive or otherwise
unwarranted in light of general economic conditions or the operating results
or prospects of the affected hotel. In that event, our Board of Directors may
elect to allow the franchise license to lapse which could result in our
incurring significant termination costs. If a franchise or brand affiliation
is terminated for any reason, we may try to obtain a suitable replacement
franchise or brand affiliation, or to operate the hotel independent of a
franchise or brand affiliation. If we lose a franchise or brand affiliation,
we will lose the associated name recognition, marketing support and
centralized reservation systems provided by the franchisor or brand owner.
This loss could adversely affect the value of the hotel and our results of
operations.
Risks Relating to Gaming Operations
Regulation of Gaming Operations. We own and operate several casino gaming
facilities at some of our hotels, including El San Juan, El Conquistador,
Condado Plaza and Old San Juan in Puerto Rico. Each of these gaming operations
is subject to extensive licensing, permitting and regulatory requirements
administered by various governmental entities.
Typically, gaming regulatory authorities have broad powers related to the
gaming operations licenses. They may revoke, suspend, condition or limit our
gaming approvals and licenses, impose substantial fines and take other
actions, any of which could have a material adverse effect on our business and
the value of our hotel/casinos. Our directors, officers and some key employees
are subject to licensing or suitability determinations by various gaming
authorities. If any of those gaming authorities were to find someone
unsuitable, we would have to sever our relationship with that person.
Risks Associated with High-End Gaming. The high-end gaming business is more
volatile than other forms of gaming. Fluctuations in customers' high-end
gaming activities could have an adverse impact on our financial condition and
results of operations. In addition, a significant portion of our table gaming
is attributable to a relatively small number of international customers. If
the most significant of these customers reduces or quits his or her gaming, it
could have an adverse effect on our financial condition and results of
operations.
7
<PAGE>
Year 2000 Compliance
Many computer systems were not designed to interpret any dates beyond 1999,
which could lead to business disruptions in the United States and
internationally. We recognize the importance of minimizing the number and
seriousness of any disruptions that may occur as a result of the Year 2000
issue and have adopted an extensive compliance program. Our compliance program
involves three major program areas:
. corporate information technology infrastructure and reservation systems;
. other electronic assets, which include automated time clocks; point-of-
sale systems; non-information technology systems, such as embedded
technologies that operate fire-life safety systems, phone systems,
energy management systems; and other similar systems; and
. third parties with whom we conduct business.
We are applying a three phase approach to each program area:
. Inventory Phase--identify systems and third parties that may be affected
by the Year 2000 issue
. Assessment Phase--prioritize the inventoried systems and third parties,
assess their Year 2000 readiness, and plan corrective actions
. Remediation Phase--implement corrective actions, verify implementation,
and formulate contingency plans
We engaged a consulting firm to conduct the inventory and assessment phases
of our compliance program. We have completed inventory and assessment phases
with respect to our corporate information technology infrastructure and
reservation systems. We have also completed the inventory and assessment
phases with respect to the information technology and other electronic assets
that are located in our hotels, other than some of the hotels which are either
managed, but not owned, by us or owned, but not leased or operated, by us (the
"third party compliance hotels"). Based on those assessments and working with
our consultants, we determined which systems were not Year 2000 compliant and
developed appropriate remediation plans.
We are implementing the necessary work to remediate those systems at our
owned and leased hotels, and have completed 80 percent of that work. We
engaged a consulting firm to provide support and additional skills to help us
remediate those systems in sufficient time for testing and any necessary
modifications.
Of the 93 third party compliance hotels that were not acquired in the merger
with Interstate Hotels (the "Interstate merger"), we have assessed 66 of them
as part of our compliance program and we have begun to implement remediation
plans at 52 of them. The owners of the other 14 third party compliance hotels
that we assessed have to date neither taken any necessary corrective action
that we identified in our assessment nor authorized us to take any such action
on behalf of the owners. Of the 27 third party compliance hotels that we have
not assessed, the owners of 20 of them have informed us that they completed
their own assessments. We continue to monitor the Year 2000 readiness status
of the third party compliance hotels and have reminded the owners of the
importance of making the hotels Year 2000 compliant in time to permit adequate
testing. We are surveying the Year 2000 compliance of the hotels that are
franchised under the Wyndham brand but not managed by us, and have informed
the owners of those hotels of the appropriate standards to make the equipment
operating our systems Year 2000 compliant. However, because the third party
compliance hotels and franchised hotels are not under our control, we must
rely on information provided by those owners or operators, and we will not be
able to test the assessment or remediation effected by third parties at the
third party compliance hotels or the franchised hotels.
As of the date of this prospectus, we expect to expend approximately $34
million in connection with Year 2000 issues. As of June 30, 1999, we had
incurred $2.0 million in connection with the inventory and assessment phases
of our compliance program and $9.9 million to remediate our systems. However,
our anticipated expenditures may increase as we complete our remediation
plans.
We do not expect to bear any of the costs related to the inventory,
assessment and remediation of third party compliance hotels acquired in the
Interstate merger. As part of the settlement of litigation arising out of the
8
<PAGE>
Interstate merger, we agreed to contribute to a new company management of
these third party compliance hotels, and then dispose of substantially all of
that new company's stock by means of a spin-off to our stockholders or
otherwise. That spin-off is now complete.
We have identified the vendors and service providers that are critical to
our businesses and have requested those parties to provide information
concerning their Year 2000 compliance and remediation efforts. We have
received responses from 55 percent of those parties as of June 30, 1999. We
are continuing to seek additional information from the parties that did not
respond or did not provide sufficient information. We cannot guarantee that
all vendors or service providers will comply with our requests. Also, we must
rely on the information provided by the third parties and will not be able to
test their Year 2000 compliance. As a result, we may not be able to accurately
determine whether they are Year 2000 compliant. Based on preliminary
responses, we believe that our most critical vendors and service providers
will not cause our operations to be materially disrupted as a result of Year
2000 issues. During the remainder of 1999, we intend to determine the extent
to which we will be able to replace vendors and service providers that are
expected to be non-compliant. Due to the lack of alternate sources, however,
in most instances we will be required to remain with non-compliant vendors or
service providers. As we identify the non-compliant vendors and service
providers, we will then determine appropriate contingency plans.
We believe that our current compliance program will allow us sufficient time
to identify which of our systems and other electronic assets are not Year 2000
compliant and to effect the necessary remediation to avoid substantial
problems arising from Year 2000 induced failures. We believe that our
reprogramming, upgrading and systems replacements will be implemented by the
end of the third quarter of 1999. We believe that this should provide us
adequate time to further correct any problems that did not surface during the
implementation and testing of those systems. However, some vendors and the
owners or operators of the third party compliance hotels may not comply with
their present schedules, which could affect our timing and remediation efforts
generally. If we are not successful in implementing our Year 2000 compliance
plan, we may suffer a material adverse impact on our financial condition and
results of operations.
In addition to those systems within our control and the control of our
vendors and suppliers, there are other systems that could have an impact on
our businesses and which may not be Year 2000 compliant by January 1, 2000.
These systems could affect the operations of the air traffic control system
and airlines or other segments of the lodging and travel industries, or the
economy and travel generally. In addition, these systems could affect the
third party compliance hotels or the hotels franchised under our brands whose
owners and operators are implementing their own compliance programs. These
systems are outside of our control or influence and their compliance may not
be verified by us. However, these systems could adversely affect our financial
condition or results of operation.
We are continuing to develop contingency plans to address potential Year
2000 induced failures. Because we have no control over third party assessment
and remediation efforts, our contingency planning is focused on third party
caused disruptions. We are developing our plans on our belief that the
consequences of Year 2000 induced failures will be local in nature. Our plans
will be based on existing contingency plans for operations during storms and
other natural disasters. While each hotel is developing a contingency plan,
any disruption in utilities or other key local services could have the effect
of disrupting operations of several hotels located in the affected geographic
area. As part of our contingency planning, we are evaluating our continued
management of the third party compliance hotels that do not become Year 2000
compliant. We expect to complete our initial contingency plans in October
1999.
UNCERTAINTY OF FORWARD-LOOKING STATEMENTS
This prospectus, any prospectus supplement, and the documents incorporated
by reference herein may contain forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. The words "believe," "expect," "anticipate," "intend,"
"estimate," and other expressions that are predictions of or indicate future
events and trends and that do not
9
<PAGE>
relate to historical matters, identify forward-looking statements. These
statements include statements regarding our intent, belief or current
expectations. You are cautioned that any forward-looking statements are not
guarantees of future performance and involve a number of risks and
uncertainties that may cause our actual results to differ materially from the
results discussed in the forward-looking statements. In addition to those
factors discussed under "Risk Factors," other factors that could cause actual
results to differ materially from those indicated by the forward-looking
statements are:
. the impact of general economic conditions in the United States;
. industry conditions, including competition;
. capital expenditure requirements;
. legislative or regulatory requirements; and
. access to capital markets.
Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary materially
from those anticipated, expected or projected. The forward-looking statements
reflect our current views with respect to future events and are subject to
these and other risks, uncertainties and assumptions relating to our
operations, results of operations, growth strategy and liquidity. All
subsequent written and oral forward-looking statements attributable to us or
individuals acting on our behalf are expressly qualified in their entirety by
this paragraph. You should specifically consider the various factors
identified in this prospectus, any prospectus supplement and the documents
incorporated by reference herein which could cause actual results to differ.
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the
SEC utilizing a "shelf registration" process. Under this shelf process, the
selling stockholders may, from time to time, sell the securities described in
this prospectus. You should read both this prospectus and any prospectus
supplement together with additional information described under the heading
"Where You Can Find More Information."
USE OF PROCEEDS
We will not receive any proceeds from the sale of class A common stock by
the selling stockholders.
DESCRIPTION OF CLASS A COMMON STOCK
Our Board of Directors has the authority to issue up to 750,000,000 shares
of our class A common stock, par value $0.01 per share. As of August 12, 1999,
167,665,527 shares of our class A common stock were outstanding. The following
discussion summarizes the important terms of our class A common stock.
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 and the holders of shares of class A
common stock will vote together as one class on all matters submitted to a
vote of stockholders or, if any holders of shares of preferred stock are
entitled to vote together with the holders of class A common stock on any
matter, as a single class with the holders of preferred stock on the matter.
The right of the holders of the class A common stock to elect members of our
Board of Directors depends on the class of directors being elected.
. Class A Directors: Before the date the investors may voluntarily convert
their class B common stock to class A common stock, holders of the class
A common stock will elect the class A directors by plurality vote. From
and after the date the investors may voluntarily convert their class B
common stock to class A common stock, holders of the class A common
stock, voting together as a single class
10
<PAGE>
with the holders of the class B common stock and series B preferred
stock, will elect the class A directors by plurality vote.
. Class B Directors: Holders of class A common stock have no right to
participate in the election of the class B directors.
. Class C Directors: Holders of the class A common stock, voting together
as a single class with the holders of the class B common stock and
series B preferred stock, generally will elect the Class C directors by
plurality vote.
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 as determined by our Board of Directors from time to
time. The holders of the class A common stock and the class B common stock
will be entitled to receive, and generally to share equally and ratably, such
dividends. However, if dividends are payable in shares of class A common stock
or class B common stock, the dividends will be declared at the same rate on
each class of stock, and the dividends payable to holders of class A common
stock will be paid in class A common stock and the dividends payable to
holders of class B common stock will be paid in class B common stock.
Upon our voluntary or involuntary liquidation, dissolution, distribution of
assets or other winding up, 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
class A common stock, the holders of the class A common stock and the class B
common stock will be entitled to share equally and ratably in all of our
remaining assets available for distribution to stockholders.
Unless approved by our Board of Directors in an agreement, holders of our
class A common stock do not have preemptive rights to purchase (1) additional
shares of our capital stock, (2) warrants, rights or options to purchase
additional shares of our capital stock, or (3) any obligations convertible
into such stock, warrants, rights or options.
SELLING STOCKHOLDERS
The following table sets forth the name of each selling stockholder, the
number of shares of class A common stock beneficially owned by each selling
stockholder immediately prior to the date of this prospectus, the number of
shares covered by this prospectus, the number of shares to be beneficially
owned by each selling stockholder upon completion of this offering, and the
percentage of shares to be owned by each selling stockholder upon completion
of this offering. However, because the selling stockholders may offer all or a
portion of the shares covered by this prospectus at any time and from time to
time after the date of this prospectus, we cannot determine the exact number
of shares that each selling stockholder may retain after completion of this
offering. The last two columns of this table assumes that the selling
stockholders will sell all their respective shares covered by this prospectus
and will not buy or sell any additional shares of class A common stock.
<TABLE>
<CAPTION>
Beneficial Ownership of
Shares After Offering
Beneficial Number of -----------------------------
Ownership Shares Percentage of
of Shares Covered by Number of Total Outstanding
Name of Selling Stockholder Before Offering Prospectus Shares Shares
- --------------------------- --------------- ---------- --------- -----------------
<S> <C> <C> <C> <C>
Alibhai, Amir........... 217,332 84,571 132,761 *
Alibhai, Bahadur........ 652,004 253,717 348,287 *
Alibhai, Haider......... 913,646 494,092 419,554 *
Alibhai, Karim.......... 4,806,042(1) 4,025,705 780,337(1) *
Aquarina Developments,
Inc. .................. 1,075,950 1,075,950 0 0
B. Anthony Isaac
Revocable Trust........ 623,433 588,530 34,903 *
Black, D., trustee for
Alexander Black........ 29,223 29,223 0 0
Black, D., trustee for
Benjamin Black......... 29,223 29,223 0 0
</TABLE>
11
<PAGE>
<TABLE>
<CAPTION>
Beneficial Ownership of
Shares After Offering
Beneficial Number of ------------------------------
Ownership Shares Percentage of
of Shares Covered by Number of Total Outstanding
Name of Selling Stockholder Before Offering Prospectus Shares Shares
- --------------------------- --------------- ---------- --------- -----------------
<S> <C> <C> <C> <C>
Black, D., trustee for
Joshua Black........... 29,223 29,223 0 0
Black, D., trustee for
Victoria Black......... 29,223 29,223 0 0
Brown, Roger H. ........ 19,341 8,020 11,321 *
Burns, Brent............ 2,084 2,084 0 0
Burrus, David........... 192,278 187,845 4,433 *
Burrus Jr., William
F. .................... 233,062 233,062 0 0
Consolidated Equities
Trust.................. 89,067 84,081 4,986 *
Craig Radley Nussbaum
1993 Trust............. 12,286 12,286 0 0
CS & Co Pension Fund.... 2,323,732 1,324,804 998,928 *
Cullen, John............ 340,930 163,800 177,130 *
David and Sondra Mack
Foundation Inc. ....... 190,654 190,654 0 0
EFKA
Vermogensverwaltungs
GmbH................... 769,453 526,816 242,637 *
Finger, Elizabeth....... 37,898(2) 17,284 3,330(3) *
Finger, Paul............ 28,207 15,797 12,910 *
Finger, William......... 37,898(4) 17,284 3,330(5) *
Gencom Executive Plan,
L.P. .................. 19,898 19,898 0 0
Gencom Interests,
Inc. .................. 452,045 421,161 30,884 *
Greater Miami Jewish
Federation............. 9,080 4,363 4,717 *
GSM Guarantor Inc. ..... 4,740(6) 4,740 0 0
GSM IV, Inc. ........... 38,207(7) 38,207 0 0
GSM VI, Inc. ........... 94,154(8) 94,154 0 0
GSM VIII, Inc. ......... 56,775(9) 56,775 0 0
Gunderson, Tina W. ..... 22,267 21,021 1,246 *
Hannan, John J. ........ 15,656 15,656 0 0
Hannan, Judith as
Trustee U/A/D.......... 13,568 13,568 0 0
Hotel Growth Partners
L.P. .................. 74,953 70,934 4,019 *
Jacobson, John.......... 1,114 1,038 76 *
Jamal, Alnoor........... 26,950 26,950 0 0
Jamal, Salim............ 26,950 26,950 0 0
JHD Guarantor Inc. ..... 4,740 4,740 0 0
JHD IV, Inc. ........... 22,570 22,570 0 0
JHD VI, Inc. ........... 57,937 57,937 0 0
JHD VIII, Inc. ......... 56,775 56,775 0 0
Lyon RLP Investment
Partnership............ 86,509 80,599 5,910 *
Mack, David............. 35,911 35,911 0 0
Mack, Earle............. 187,569 187,569 0 0
Mack, Fredric........... 113,337 113,337 0 0
Mack, Phillis, trustee
for R. Mack............ 37,961 37,961 0 0
Mack, Phillis, trustee
for S. Mack............ 37,961 37,961 0 0
Mack, William........... 350,784(10) 350,784 0(10) 0
Mack, William L. ....... 3,287(10) 3,287 0(10) 0
Marvin, Don R. ......... 178,136 168,164 9,972 *
Massad, Nick............ 1,666 1,666 0 0
Meikleham, Dennis S. ... 54,831 51,762 3,069 *
Morse, John R. ......... 89,067 84,081 4,986 *
Mossburg III, Robert
E. .................... 89,067 84,081 4,986 *
Neibart, Lee............ 4,672(11) 4,672 0(11) 0
Newton, George.......... 40,951 40,951 0 0
Nickles, James.......... 11,381 11,381 0 0
Northcoast Hotels,
L.L.C. ................ 66,706 62,149 4,557 *
</TABLE>
12
<PAGE>
<TABLE>
<CAPTION>
Beneficial Ownership of
Shares After Offering
Beneficial Number of -------------------------------
Ownership Shares Percentage of
of Shares Covered by Number of Total Outstanding
Name of Selling Stockholder Before Offering Prospectus Shares Shares
- --------------------------- --------------- ---------- --------- -----------------
<S> <C> <C> <C> <C>
Nussbaum, Paul A. ...... 2,109,921(12) 54,760 2,055,161(13) 1.23%
PANCO Services, Inc. ... 237,487 183,179 54,308 *
Ross Trevor Nussbaum
1993 Trust............. 12,286 12,286 0 0
S/Y Associates, Ltd. ... 167,731 156,272 11,459 *
Scheetz, W. Edward...... 5,014 4,672 342 *
SEP fbo Paul A.
Nussbaum............... 89,445 68,992 20,453 *
Socha Jr., Edmund J. ... 89,067 84,081 4,986 *
Stewart, Rex............ 2,874 2,874 0 0
WAM Management Inc.--
William Meyer.......... 19,840 19,840 0 0
Weischfish Family
General Partnership.... 875,027 875,027 0 0
Weiser, Sherwood........ 712,818(14) 53,320 659,498(14) *
Wichita Consulting
Company, L.P. ......... 1,796,322 1,696,002 100,320 *
Zilber, Joseph J. ...... 204,482 149,022 55,460 *
</TABLE>
- --------
* Less than one percent.
(1) Includes options to purchase 53,867 shares granted to Mr. Alibhai which
are currently exercisable.
(2) Includes 18,551 shares beneficially owned by William Finger and 796
shares beneficially owned by minor children.
(3) Includes 1,267 shares beneficially owned by William Finger and 796 shares
beneficially owned by minor children.
(4) Includes 18,551 shares beneficially owned by Elizabeth Finger and 796
shares beneficially owned by minor children.
(5) Includes 1,267 shares beneficially owned by Elizabeth Finger and 796
shares beneficially owned by minor children.
(6) Does not include shares held by GSM IV, Inc. ("GSM IV"), GSM VI, Inc.
("GSM VI"), and GSM VIII, Inc. ("GSM VIII").
(7) Does not include shares held by GSM Guarantor Inc. ("GSM"), GSM VI, and
GSM VIII.
(8) Does not include shares held by GSM, GSM IV, and GSM VIII.
(9) Does not include shares held by GSM, GSM IV, and GSM VI.
(10) Does not include shares held by (i) family trusts over which Mr. Mack
does not serve as trustee or by other family members (collectively,
"Family Trusts"); (ii) Apollo Real Estate Investment Fund IV, L.P.
("AREIF IV"); (iii) Apollo Investment Fund IV, L.P. ("AIF IV"); (iv)
Apollo Overseas Partners IV, L.P. ("AOP IV," and together with AIF IV,
"Apollo IV"); or (v) AIF/THL PAH LLC ("AIFTHL" and together with AREIF IV
and Apollo IV, "Apollo"). Mr. Mack is a founding principal of Apollo Real
Estate Advisors IV, L.P., which is the general partner of AREIF IV and an
affiliate of the general partner of AIF IV and AOP IV and the manager of
AIFTHL. Mr. Mack disclaims beneficial ownership of all securities held by
the Family Trusts and Apollo.
(11) Does not include shares held by Apollo. Mr. Neibart is a founding
principal of Apollo Real Estate Advisors IV, L.P., the general partner of
AREIF IV and an affiliate of the general partner of Apollo IV and the
manager of AIFTHL. Mr. Neibart disclaims beneficial ownership of all
securities held by Apollo.
(12) Includes options to purchase 1,154,448 shares granted to Mr. Nussbaum
which are currently exercisable. The number of shares beneficially owned
by Mr. Nussbaum includes 237,487 shares held by PANCO Services, Inc. and
89,445 shares held by SEP fbo Paul A. Nussbaum.
(13) Includes options to purchase 1,154,448 shares granted to Mr. Nussbaum
which are currently exercisable. The number of shares beneficially owned
by Mr. Nussbaum includes 54,308 shares held by PANCO Services, Inc. and
20,453 shares held by SEP fbo Paul A. Nussbaum.
(14) Includes options to purchase 21,467 shares granted to Mr. Weiser which
are currently exercisable. The number of shares beneficially held by Mr.
Weiser includes 805 shares and 10,984 partnership units in Patriot
American Hospitality Partnership, L.P. and Wyndham International
Operating Partnership, L.P. held by WL Tampa, Ltd ("Tampa") and 23,604
partnership units in Patriot American Hospitality Partnership, L.P. and
Wyndham International Operating Partnership, L.P. held by Mr. Weiser
individually. Mr. Weiser disclaims beneficial ownership of the securities
held by Tampa to the extent that they exceed his pecuniary interest in
Tampa.
13
<PAGE>
PLAN OF DISTRIBUTION
The selling stockholders may from time to time, offer and sell the shares on
the New York Stock Exchange, in the over-the-counter market or otherwise. They
may sell the shares in the following manners, among others:
. in ordinary brokerage transactions;
. in block transactions;
. in privately negotiated transactions;
. through put or call option transactions;
. through short sales; or
. pursuant to Rule 144.
Those transactions may or may not involve brokers or dealers. If the
transactions do include brokers, the selling stockholders expect to pay
customary brokerage commission and charges. We will pay all expenses other
than underwriting discounts, selling commissions and fees, and legal and
accounting fees incurred by the selling stockholders incident to the offering
and sale of the class A common stock.
The selling stockholders are not obligated to sell any or all of the shares
of class A common stock offered pursuant to this prospectus. Each of the
selling stockholders reserves the right to accept and to reject in whole or in
part any proposed purchase of the shares of class A common stock.
To the extent required, a supplement to this prospectus or a post-effective
amendment to the registration statement of which this prospectus is a part
will set forth the aggregate principal amount of the shares to be sold, the
names of the selling stockholders, the purchase price, the name of any agent,
broker-dealer or underwriters and any applicable commission with respect to a
particular offer. The selling stockholders and any agents, broker-dealers or
underwriters that participate with the selling stockholders in the
distribution of the shares of class A common stock may be deemed to be
"underwriters" within the meaning of the Securities Act. In that event, any
discounts, commissions or conversions received by the broker-dealers, agents
or underwriters and any profit on the resale of the shares of class A common
stock purchased by them may be deemed to be underwriting discounts or
commissions under the Securities Act.
We have agreed to indemnify the selling stockholders and their respective
directors, officers and controlling persons against liabilities relating to
the registration statement, including liabilities under the Securities Act.
Each selling stockholder has agreed to indemnify us and our directors,
officers and controlling persons against liabilities relating to the
information given to us by that selling stockholder in writing for inclusion
in the registration statement, including liabilities under the Securities Act.
LEGAL MATTERS
Certain legal matters in connection with this offering will be passed upon
for us by Akin, Gump, Strauss, Hauer & Feld, L.L.P.
EXPERTS
Ernst & Young LLP, independent auditors, have audited the: 1. (a) Combined
Financial Statements of Patriot American Hospitality, Inc. and Wyndham
International, Inc. as of December 31, 1998 and 1997 and for each of the three
years in the period ended December 31, 1998, (b) the Consolidated Financial
Statements of Patriot American Hospitality, Inc. as of December 31, 1998 and
1997 and for each of the three years in the period ended December 31, 1998 and
the related financial statement schedules, and (c) the Consolidated Financial
Statements of Wyndham International, Inc. as of December 31, 1998 and 1997 and
for the year ended December 31, 1998 and six months ended December 31, 1997
included in the Joint Annual Report on Form 10-K, as amended, of Patriot
American Hospitality, Inc. and Wyndham International, Inc. for fiscal year
ended December 31, 1998, as
14
<PAGE>
set forth in their report which is incorporated by reference in this
prospectus; 2. (a) Consolidated Financial Statements of WHG Resorts & Casinos,
Inc. as of June 30, 1997 and 1996 and for each of the three years in the
period ended June 30, 1997 and the related financial statement schedule, (b)
the Financial Statements of Posadas de San Juan Associates as of June 30, 1997
and 1996 and for each of the three years in the period ended June 30, 1997 and
the related financial statement schedule, (c) the Financial Statements of WKA
El Con Associates as of June 30, 1997 and 1996, and for each of the three
years in the period ended June 30, 1997, and (d) the Financial Statements of
El Conquistador Partnership, L.P. as of March 31, 1997 and 1996 and for each
of the three years in the period ended March 31, 1997, included in the Joint
Current Report on Form 8-K of Patriot American Hospitality, Inc. and Wyndham
International, Inc. dated April 20, 1998 (filed April 22, 1998) as set forth
in their reports which are incorporated by reference in this prospectus; 3.
(a) Consolidated Financial Statements of SF Hotel Company, L.P. as of January
2, 1998 and January 3, 1997 and for the years then ended, and (b) Combined
Financial Statements of SC Suites Summerfield Partnerships as of January 2,
1998 and January 3, 1997 and for each of the three years in the period ended
January 2, 1998, included in the Joint Current Report on Form 8-K of Patriot
American Hospitality, Inc. and Wyndham International, Inc. dated June 2, 1998,
as amended (filed June 17, 1998 and August 6, 1998), as set forth in their
reports which are incorporated by reference in this prospectus. Each of the
above referenced financial statements and schedules are incorporated herein by
reference in reliance on Ernst & Young LLP's reports, given on their authority
as experts in accounting and auditing.
The Financial Statements of Sheraton City Centre as of December 31, 1996 and
for the year then ended and the Statement of Direct Revenues and Direct
Operating Expenses for the Wyndham Emerald Plaza for the year ended December
31, 1996, included in the Joint Current Report on Form 8-K of Patriot American
Hospitality, Inc. and Wyndham International, Inc. dated January 5, 1998, which
is incorporated by reference herein, have been audited by
PricewaterhouseCoopers LLP as set forth in their report thereon included
therein and incorporated herein by reference. The (a) Consolidated Financial
Statements of Wyndham Hotel Corporation as of December 31, 1996 and 1997 and
for each of the three years in the period ended December 31, 1997, and (b) the
Consolidated Financial Statements of Interstate Hotels Company as of December
31, 1996 and 1997 and for the three years in the period ended December 31,
1997 included in Interstate's 1997 Annual Report on Form 10-K dated March 31,
1998, and the CHC International Hospitality, Inc. Division Financial
Statements as of November 30, 1996 and 1997 and for each of the years ended
November 30, 1995, 1996 and 1997 included in the Joint Current Report on Form
8-K of Patriot American Hospitality, Inc. and Wyndham International, Inc.
dated April 20, 1998 (filed April 22, 1998), (c) financial statements of Royal
Palace Hotel Associates as of December 31, 1996 and 1997 and for each of the
two years in the period ended December 31, 1997 included in the Current Report
on Form 8-K of Patriot American Hospitality, Inc. and Wyndham International,
Inc., dated June 2, 1998 which is incorporated by reference herein have been
audited by PricewaterhouseCoopers LLP, independent accountants, as set forth
in their report thereon. Each of the above referenced financial statements
have been incorporated by reference herein in reliance upon the authority of
said firm as experts in accounting and auditing.
The financial statements of Arcadian International Limited (formerly
Arcadian International Plc) and subsidiary undertakings, and Malmaison Limited
and subsidiary undertakings, incorporated in this Registration
Statement/Prospectus by reference to the Joint Current Report on Form 8-K/A
No. 2 of Patriot American Hospitality, Inc. and Wyndham International, Inc.
dated June 2, 1998, have been audited by Arthur Andersen, chartered
accountants, as indicated in their reports with respect thereto, are
incorporated by reference herein in reliance upon the authority of said firm
as experts in accounting and auditing in giving such reports.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports and other information with the
Securities and Exchange Commission. You may read and copy any document we file
with the SEC at its public reference rooms in Washington, D.C., New York, New
York and Chicago, Illinois. You may call the SEC at 1-800-SEC-0330 for
15
<PAGE>
further information on the public reference rooms. Our SEC filings are also
available to you free of charge at the SEC's web site at http://www.sec.gov.
In addition, our SEC filings are also available from the New York Stock
Exchange, 20 Broad Street, New York, New York 10005.
We filed a registration statement on Form S-3 to register with the SEC the
shares of our class A common stock to be offered hereby. This prospectus is a
part of that registration statement. As allowed by SEC rules, this prospectus
does not contain all of the information you can find in the registration
statement or the exhibits to the registration statement.
The SEC allows us to "incorporate by reference" the information we file with
them, which means that we can disclose important information to you by
referring you to another document filed separately with the SEC. The
information incorporated by reference is considered to be part of this
prospectus, and information that we file later with the SEC will automatically
update and supersede the information in this prospectus.
We incorporate by reference the documents listed below and, until this
offering has been completed, any future filings we will make with the SEC
under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934:
1. Annual Report on Form 10-K (as amended on May 10, 1999, May 24, 1999,
and May 28, 1999) of Patriot American Hospitality, Inc. and us for the
year ended December 31, 1998;
2. Quarterly Report on Form 10-Q of Patriot and us for the three months
ended March 31, 1999;
3. Our Quarterly Report on Form 10-Q for the three months ended June 30,
1999;
4. Current Reports on Form 8-K of Patriot and us dated: (1) January 5, 1998
(filed January 13, 1998); (2) February 9, 1998 (filed February 12,
1998); (3) March 23, 1998 (filed March 30, 1998); (4) April 2, 1998
(filed April 8, 1998); (5) April 20, 1998 (filed April 22, 1998); (6)
May 27, 1998, as amended (filed May 27, 1998 and May 28, 1998); (7) June
2, 1998, as amended (filed June 17, 1998, August 6, 1998 and March 26,
1999); (8) November 9, 1998, as amended (filed November 9, 1998 and
November 10, 1998); (9) November 30, 1998 (filed November 30, 1998);
(10) December 16, 1998 (filed December 16, 1998); (11) December 16, 1998
(filed December 18, 1998); (12) December 20, 1998 (filed December 22,
1998); (13) January 29, 1999 (filed February 4, 1999); (14) February 16,
1999 (filed February 16, 1999); (15) March 2, 1999 (filed March 2,
1999); (16) February 26, 1999 (filed March 3, 1999); (17) March 26, 1999
(filed March 26, 1999); (18) March 26, 1999, as amended (filed on March
29, 1999, May 10, 1999, May 24, 1999 and September 3, 1999); (19) June
29, 1999 (filed July 12, 1999); (20) June 30, 1999 (filed July 13,
1999);
5. Our Current Report on Form 8-K dated August 19, 1999 (filed August 24,
1999);
6. The description of our class A common stock, which is contained in our
Registration Statement on Form 8-A/A, dated August 11, 1999; and
7. The description of our series C junior preferred stock purchase rights,
which is contained in our Registration Statement on Form 8-A/A, dated
August 11, 1999.
You may request free copies of these filings by writing or telephoning us at
the following address:
Wyndham International, Inc.
1950 Stemmons Freeway
Suite 6001
Dallas, Texas 75207
Attn: Shareholder Relations
(214) 863-1000
You should rely on the information incorporated by reference or provided in
this prospectus or any prospectus supplement. We have authorized no one to
provide you different information. We are not making an offer of these
securities in any state where the offer is not permitted. You should not
assume that the information in this prospectus or any prospectus supplement is
accurate as of any date other than the date on the front of the document.
16
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
15,097,354 Shares
WYNDHAM INTERNATIONAL, INC.
Class A Common Stock
----------------
PROSPECTUS
----------------
, 1999
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth expenses in connection with the issuance and
distribution of the securities being registered. All amounts shown are
estimated, except the SEC registration fee.
<TABLE>
<S> <C>
SEC registration fee............................................... $15,090
Legal and accounting fees and expenses (including blue sky fees and
expenses)......................................................... 25,000
Printing........................................................... 5,000
Miscellaneous...................................................... 4,910
-------
Total............................................................ $50,000
=======
</TABLE>
- --------
Item 15. Indemnification of Directors and Officers.
Pursuant to Section 102(b)(7) of the Delaware General Corporation Law (the
"DGCL"), our Certificate of Incorporation contains provisions which eliminate
the personal liability of our directors for monetary damages resulting from
breaches of their fiduciary duty other than liability for breaches of the duty
of loyalty, acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, violations under Section 174 of the
DGCL or any transaction from which the director derived an improper personal
benefit.
Section 145 of the DGCL permits, and under certain circumstances requires,
us to indemnify our directors, officers, employees, and agents subject to
certain conditions and limitations. Our Bylaws contain provisions to indemnify
our directors and officers to the fullest extent permitted by Section 145 of
the DGCL, including circumstances in which indemnification is otherwise
discretionary. In addition, we maintain officers' and directors' liability
insurance which insures against liabilities that our officers and directors
may incur in their respective capacities.
Item 16. Exhibits.
A list of the exhibits included as part of this Registration Statement is
set forth in the Exhibit Index that immediately precedes such exhibits and is
incorporated herein by this reference.
Item 17. Undertakings.
We hereby undertake:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section 10 (a) (3) of the
Securities Act of 1933.
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective registration statement.
II-1
<PAGE>
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
Provided, however, that paragraphs (1) (i) and (ii) do not apply if the
registration statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed with or furnished to the Commission
by the registrant pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form
of prospectus shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
(3) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424 (b) (1) or
(4) or 497 (h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(4) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(5) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to
section 13 (a) or 15 (d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to our directors, officers and controlling persons pursuant
to the provisions described under Item 15 above, or otherwise, we have been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by us of
expenses incurred or paid by a director, officer or controlling person of us
in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered, we will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1
to the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Dallas, State of Texas, on September
14, 1999.
Wyndham International, Inc.
/s/ James D. Carreker
By: _________________________________
James D. Carreker
Chairman of the Board and Chief
Executive Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated below.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ James D. Carreker Chairman of the Board, September 14, 1999
______________________________________ Chief Executive Officer
James D. Carreker (Principal Executive
Officer) and Director
/s/ Richard L. Mahoney* Executive Vice President September 14, 1999
______________________________________ and Chief Financial
Richard L. Mahoney Officer (Principal
Financial Officer and
Principal Accounting
Officer)
/s/ Karim A. Alibhai* Director September 14, 1999
______________________________________
Karim A. Alibhai
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Leon Black* Director September 14, 1999
______________________________________
Leon Black
/s/ Leonard Boxer* Director September 14, 1999
______________________________________
Leonard Boxer
/s/ Norman Brownstein* Director September 14, 1999
______________________________________
Norman Brownstein
/s/ Stephen Clark* Director September 14, 1999
______________________________________
Stephen Clark
/s/ Milton Fine* Director September 14, 1999
______________________________________
Milton Fine
/s/ Paul Fribourg* Director September 14, 1999
______________________________________
Paul Fribourg
/s/ Susan Groenteman* Director September 14, 1999
______________________________________
Susan Groenteman
/s/ Thomas H. Lee* Director September 14, 1999
______________________________________
Thomas H. Lee
/s/ Alan Leventhal* Director September 14, 1999
______________________________________
Alan Leventhal
/s/ William Mack* Director September 14, 1999
______________________________________
William Mack
/s/ Lee Neibart* Director September 14, 1999
______________________________________
Lee Neibart
/s/ Paul A. Nussbaum* Director September 14, 1999
______________________________________
Paul A. Nussbaum
/s/ Marc Rowan* Director September 14, 1999
______________________________________
Marc Rowan
/s/ Rolf E. Ruhfus* Director September 14, 1999
______________________________________
Rolf E. Ruhfus
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Scott Schoen* Director September 14, 1999
______________________________________
Scott Schoen
/s/ Scott Sperling* Director September 14, 1999
______________________________________
Scott Sperling
/s/ Sherwood M. Weiser* Director September 14, 1999
______________________________________
Sherwood M. Weiser
</TABLE>
/s/ James D. Carreker
*By: _______________________
James D. Carreker
Attorney-in-Fact
II-5
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<C> <S>
3.1 Form of Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 99.3 to the Company's Current
Report on Form 8-K dated March 2, 1999 (filed March 2, 1999)).
3.2 Form of Amended and Restated Bylaws of the Company (incorporated by
reference to Exhibit 99.4 to the Company's Current Report on Form 8-K
dated March 2, 1999 (filed March 2, 1999)).
4.1 Shareholder Rights Agreement, dated as of June 29, 1999, between the
Company and American Stock Transfer and Trust Company, as Rights
Agent (incorporated by reference to Exhibit 4.1 to the Company's
Current Report on Form 8-K dated June 29, 1999 (filed July 12,
1999)).
5.1** Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
10.1* Registration Rights Agreement, dated as of June 30, 1999, between the
Company and former operating partnership unitholders.
23.1** Consent of Ernst & Young LLP (Dallas, Texas)
23.2** Consent of PricewaterhouseCoopers LLP (Pittsburgh, Pennsylvania)
23.3** Consent of PricewaterhouseCoopers LLP (Tampa, Florida)
23.4** Consent of PricewaterhouseCoopers LLP (Miami, Florida)
23.5** Consent of PricewaterhouseCoopers LLP (Dallas, Texas)
23.6** Consent of Arthur Andersen (London, United Kingdom)
23.7** Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included in
Exhibit 5.1)
</TABLE>
- --------
* Previously filed.
** Filed herewith.
<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P. APPEARS HERE]
September 17, 1999
Wyndham International, Inc
1950 Stemmons Freeway
Suite 6001
Dallas, Texas 75207
Ladies and Gentlemen:
We have acted as counsel to Wyndham International, Inc., a Delaware
corporation (the "Company"), in connection with the filing of a Registration
Statement on Form S-3, Registration No. 333-86189 (as amended, the "Registration
Statement") with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, and the rules and regulations promulgated
thereunder, for the registration of the sale from time to time of an aggregate
of 15,097,354 shares (the "Shares") of class A common stock, par value $0.01 per
share ("Common Stock"), of the Company.
We have, as counsel, examined originals or copies, certified or otherwise
identified to our satisfaction, of such corporate records, agreements, documents
and other instruments, and such certificates or comparable documents of public
officials and of officers and representatives of the Company, and have made such
inquiries of such officers and representatives as we have deemed relevant and
necessary as a basis for the opinion hereinafter set forth.
In such examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of documents submitted to us as certified or photostatic
copies and the authenticity of the originals of such latter documents. In
addition, we have assumed that the Shares have been issued for consideration
that had a value of at least the par value thereof. As to all questions of fact
material to this opinion that have not been independently established, we have
relied upon certificates or comparable documents of officers and representatives
of the Company.
Based upon such examination and representations, we advise you that, in our
opinion, the Shares have been duly authorized and are validly issued, fully paid
and non-assessable.
<PAGE>
Wyndham International, Inc.
September 17, 1999
Page 2
The foregoing opinion is limited to the corporate laws of the State of
Delaware and we express no opinion as to the effect on the matters covered by
this letter of any other law.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In addition, we consent to the reference to us under
the caption "Legal Matters" in the prospectus forming a part of the Registration
Statement.
This opinion is rendered solely to you in connection with the above matter.
This opinion may not be relied upon by you for any other purpose or relied upon
by or furnished to any other person without our prior written consent.
Very truly yours,
/s/ AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the reference to our firm under the caption "Experts" in
Amendment No. 1 to the Registration Statement on Form S-3 (No. 333-86189) and
the related prospectus of Wyndham International, Inc. and to the incorporation
by reference therein of our reports (1) dated March 1, 1999 with respect to
the Consolidated Financial Statements and financial statement schedules of
Patriot American Hospitality, Inc., the Consolidated Financial Statements of
Wyndham International, Inc. and the Combined Financial Statements of Patriot
American Hospitality, Inc. and Wyndham International, Inc. included in the
1998 Joint Annual Report on Form 10-K/A of Patriot American Hospitality, Inc.
and Wyndham International, Inc.; (2) (a) dated August 7, 1997 (except for Note
18, as to which the date is September 17, 1997) with respect to the
Consolidated Financial Statements of WHG Resorts & Casinos Inc. and related
financial statement schedule, (b) dated August 7, 1997 with respect to the
Financial Statements of Posadas de San Juan Associates and related financial
statement schedule, (c) dated August 11, 1997 with respect to the Financial
Statements of WKA El Con Associates, and (d) dated May 2, 1997 with respect to
the Financial Statements of El Conquistador Partnership L.P., all of which are
included in the Joint Current Report on Form 8-K of Patriot American
Hospitality, Inc. and Wyndham International, Inc. dated April 20, 1998; (3)
(a) dated March 4, 1998 with respect to the Consolidated Financial Statements
of SF Hotel Company, L.P., and (b) dated February 3, 1998 with respect to the
Combined Financial Statements of SC Suites Summerfield Partnerships, both of
which are included in the Joint Current Report on Form 8-K/A No. 1 of Patriot
American Hospitality, Inc. and Wyndham International, Inc. dated June 2, 1998,
filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Dallas, Texas
September 10, 1999
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the reference to our firm under the caption "Experts" and to
the incorporation by reference in Amendment No. 1 to the Registration
Statement on Form S-3 of Wyndham International, Inc., (No. 333-86189) of our
report dated February 11, 1998, except for Note 21, as to which the date is
March 1, 1998, and Note 3, as to which the date is March 30, 1998, on our
audit of the consolidated financial statements of Interstate Hotels Company as
of December 31, 1996 and 1997 and for each of the three years in the period
ended December 31, 1997 included in the Joint Current Report on Form 8-K of
Patriot American Hospitality, Inc. and Wyndham International, Inc. dated April
20, 1998.
Pittsburgh, Pennsylvania /s/ PricewaterhouseCoopers, LLP
September 14, 1999
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the reference to our firm under the caption "Experts" and to
the incorporation by reference in Amendment No. 1 to the Registration
Statement on Form S-3 of Wyndham International, Inc., (No. 333-86189) of our
report dated January 23, 1998, on our audit of the financial statements of
Royal Palace Hotel Associates, as of December 31, 1996 and 1997 and for each
of the two years in the period ended December 31, 1997 included in the Current
Report on Form 8-K of Patriot American Hospitality, Inc. and Wyndham
International, Inc. dated June 2, 1998.
/s/ PricewaterhouseCoopers, LLP
Tampa, Florida
September 14, 1999
<PAGE>
EXHIBIT 23.4
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the reference to our firm under the caption "Experts" and to
the incorporation by reference in Amendment No. 1 to the Registration
Statement on Form S-3 of Wyndham International, Inc., (No. 333-86189) of our
report dated February 27, 1998 relating to the financial statements of CHC
International Inc. Hospitality Division as of November 30, 1996 and 1997 and
for each of the years ended November 30, 1995, 1996 and 1997 included in the
Joint Current Report on Form 8-K of Patriot American Hospitality, Inc. and
Wyndham International, Inc. dated April 20, 1998.
/s/ PricewaterhouseCoopers, LLP
Miami, Florida
September 14, 1999
<PAGE>
EXHIBIT 23.5
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the reference to our firm under the caption "Experts" and to
the incorporation by reference in Amendment No. 1 to the Registration
Statement on Form S-3 of Wyndham International, Inc., (No. 333-86189) of our
reports (i) dated December 12, 1997, on our audit of financial statements of
Sheraton City Centre as of and for the year ended December 31, 1996, included
in the Joint Current Report on Form 8-K of Patriot American Hospitality, Inc.
and Wyndham International, Inc. dated January 5, 1998; (ii) dated December 12,
1997 on our audit of the Statement of Direct Revenue and Direct Operating
Expenses of Wyndham Emerald Plaza for the year ended December 31, 1996,
included in the Current Report on Form 8-K of Patriot American Hospitality,
Inc. and Wyndham International, Inc. dated January 5, 1998 and (iii) dated
February 12, 1998, on our audit of the consolidated financial statements of
Wyndham Hotel Corporation as of December 31, 1996 and 1997, and for each of
the three years in the period ended December 31, 1997 included in the Current
Report of Form 8-K of Patriot American Hospitality, Inc. and Wyndham
International, Inc. dated April 20, 1998.
Dallas, Texas /s/ PricewaterhouseCoopers, LLP
September 14, 1999
<PAGE>
EXHIBIT 23.6
CONSENT OF CHARTERED ACCOUNTANTS
As Chartered Accountants, we hereby consent to the incorporation by
reference in the Registration Statement on Form S-3 and the related prospectus
of Wyndham International, Inc. for the registration of 15,097,354 shares of
Class A Common Stock to be filed with the Securities and Exchange Commission
on or around 14 September 1999, of our reports on the financial statements of
Arcadian International Limited (formerly Arcadian International Plc) and
subsidiary undertakings and Malmaison Limited and subsidiary undertakings
dated 22 July 1998 and 17 July 1998 respectively, except with respect to Note
1 of those financial statements as to which the date of our report is 24 March
1999, which are included in the Joint Current Report on Form 8-K/A No. 2 of
Patriot American Hospitality, Inc. and Wyndham International, Inc., dated 2
June 1998.
/s/ Arthur Andersen
London, England
13 September 1999
