<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 1)(1)
Wyndham International, Inc.
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(Name of Issuer)
Class A Common Stock, $0.01 par value
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(Title of Class of Securities)
983101106
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(CUSIP Number)
Harvey M. Eisenberg, Esq.
O'Sullivan Graev & Karabell, LLP
30 Rockefeller Plaza - 41st Floor
New York, New York 10112
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 1, 2000
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box |_|.
Note. Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See Rule
13d-7(b) for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 12 Pages)
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(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP No. 983101106 SCHEDULE 13D Page 2 of 12 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Chase Equity Associates, L.L.C. (f/k/a Chase Equity Associates, L.P.)
13-3371826
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
2,910,360
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY Not Applicable
OWNED BY --------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 2,910,360
WITH --------------------------------------------------------
10 SHARED DISPOSITIVE POWER
Not Applicable
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,910,360
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.02%
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14 TYPE OF REPORTING PERSON*
LLC
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
Issuer: Wyndham International, Inc. CUSIP No.: 983101106
Preliminary Note: The information contained herein has been
amended to reflect a change in the name and controlling persons of the Reporting
Person.
Item 1. Security and Issuer.
This statement relates to the Class A Common Stock, par value
$0.01 per share (the "Common Stock"), of Wyndham International, Inc., a Delaware
corporation (the "Issuer" or "Wyndham"). The Issuer's principal executive
offices are located at 1950 Stemmans Freeway, Suite 6001, Dallas, Texas 75207.
Item 2. Identity and Background.
The response to Item 2 is hereby amended as follows:
This statement is being filed by Chase Equity Associates, LLC,
a Delaware limited liability company, formerly Chase Equity Associates, L.P., a
California limited partnership (hereinafter referred to as "CEA"), whose
principal office is located at c/o Chase Capital Partners, 380 Madison Avenue,
12th Floor, New York, New York 10017.
CEA is engaged in the venture capital and leveraged buyout
business. The sole member of CEA is CCP-CMC Consolidating, LLC, a Delaware
limited liability company (hereinafter referred to as "CCP-CMC"). The managing
member of CCP-CMC is Chase Capital Partners, a New York general partnership
(hereinafter referred to as "CCP"). Pursuant to a master advisory agreement,
CCP-CMC has delegated its management authority of CEA to CCP. CCP is also
engaged in the venture capital and leveraged buyout business. CCP-CMC's and
CCP's principal office is located at the same address as CEA.
Set forth below are the names of each general partner of CCP
who is a natural person. Each such general partner is a U.S. citizen (except for
Messrs. Britts and Meggs, each of whom are citizens of the United Kingdom and
Ms. Aidar who is a citizen of Brazil), whose principal occupation is general
partner of CCP and whose business address (except for Messrs. Britts, Meggs,
Soghikian and Stuart) is c/o Chase Capital Partners, 380 Madison Avenue, 12th
Floor, New York, New York 10017.
Ana Carolina Aidar
John R. Baron
Christopher C. Behrens
Mitchell J. Blutt, M.D.
David S. Britts
Arnold L. Chavkin
David Gilbert
Eric Green
Michael R. Hannon
Donald J. Hofmann
Jonathan Meggs
Stephen P. Murray
John M.B. O'Connor
Robert Ruggiero
Susan Segal
Shahan D. Soghikian
Lindsay Stuart
Jeffrey C. Walker
Timothy Walsh
Richard D. Waters, Jr.
Damion E. Wicker, M.D.
Messrs. Britts' and Soghikian's address is c/o Chase Capital
Partners, 50 California Street, Suite 2940, San Francisco, CA 94111. Messrs.
Meggs' and Stuart's address is c/o Chase Capital Partners, 125 London Wall,
Level 13, London, England EC2Y5AJ.
Jeffrey C. Walker is the managing general partner of CCP. The
remaining general partners of CCP are Chase Capital Corporation, a New York
corporation (hereinafter referred to as "Chase Capital"), CCP Principals, L.P.,
a Delaware limited partnership (hereinafter referred to as "Principals") and CCP
European Principals, L.P., a Delaware limited partnership (hereinafter referred
to as "European Principals"), each of whose principal office is located at 380
Madison Avenue, 12th Floor, New York, New York 10017.
Page 3 of 12 Pages
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SCHEDULE 13D
Issuer: Wyndham International, Inc. CUSIP No.: 983101106
Chase Capital is a wholly-owned subsidiary of The Chase Manhattan Corporation.
The general partner of each of Principals and European Principals is Chase
Capital. Chase Capital, Principals and European Principals are each engaged in
the venture capital and leveraged buyout business. Set forth in Schedule A
hereto and incorporated herein by reference are the names, business addresses
and principal occupations or employments of each executive officer and director
of Chase Capital, each of whom is a U.S. citizen.
The Chase Manhattan Corporation (hereinafter referred to as
"Chase") is a Delaware corporation engaged (primarily through subsidiaries) in
the commercial banking business with its principal office located at 270 Park
Avenue, New York, New York 10017. Set forth in Schedule B hereto and
incorporated herein by reference are the names, business addresses, principal
occupations and employments of each executive officer and director of Chase,
each of whom is a U.S. citizen.
To CEA's knowledge, the response to Items 2(d) and (e) of
Schedule 13D is negative with respect to CEA and all persons to whom information
is required hereunder by virtue of CEA's response to Item 2.
Insofar as the requirements of Items 3-6 inclusive of this
Schedule 13D Statement require that, in addition to CEA, the information called
for therein should be given with respect to each of the persons listed in this
Item 2, including CCP, CCP's individual general partners, Chase Capital, Chase
Capital's executive officers and directors, Principals, and Principals'
controlling partner, European Principals and European Principals' controlling
partner, Chase and Chase's executive officers and directors, the information
provided in Items 3-6 with respect to CEA should also be considered fully
responsive with respect to the aforementioned persons who have no separate
interests in the Issuer's Common Stock which is required to be reported
thereunder. Although the definition of "beneficial ownership" in Rule 13d-3
under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"),
might also be deemed to constitute these persons beneficial owners of the
Issuer's Common Stock acquired by CEA, neither the filing of this statement nor
any of its contents shall be deemed an admission that any of such persons is a
beneficial owner of the Issuer's Common Stock acquired by CEA or a member of a
group together with CEA either for the purpose of Schedule 13D of the Exchange
Act or for any other purpose with respect to the Issuer's Common Stock.
Item 3. Source and Amount of Funds or Other Consideration.
Transactions Involving the Issuer
Pursuant to a Securities Purchase Agreement, dated as of
February 18, 1999 and amended as of June 28, 1999 (the "Securities Purchase
Agreement"), by and among Patriot American Hospitality, Inc. ("Patriot"),
Patriot American Hospitality Partnership, L.P. ("Patriot OP"), Wyndham
International Operating Partnership, L.P. and certain investors, including
Apollo Investment IV (the "Original Investors"), the Original Investors were
entitled, subject to compliance with the terms and conditions set forth therein
to purchase 10,000,000 shares of Series C Convertible Preferred Stock, $0.01 per
share (the "Series B Preferred Stock"), of Wyndham for aggregate consideration
of $1,000,000,000. Certain of the Original Investors subsequently entered into
Assignment and Assumption Agreements (the "Assignments") with certain other
Investors, including CEA, and others who are parties to the Stockholders'
Agreement described below (collectively, the "Co-Investors" and, together with
the Original Investors, the "Investors"), pursuant to which such Original
Investors assigned to the Co-Investors their right to purchase certain of the
shares of Series B Preferred Stock that such Original Investors were entitled to
purchase under the Securities Purchase Agreement.
Pursuant to that certain Assignment and Assumption Agreement,
dated as of June 29, 1999, by and among Thomas H. Lee Equity Fund IV, L.P.,
Thomas H. Lee Foreign Fund IV, L.P., Thomas H. Lee Charitable Investment L.P.,
Apollo Real Estate Investment Fund III, L.P. and Apollo Investment Fund, IV,
L.P. (collectively, the "Assignor"), Chase Equity Associates, L.P. (the
"Assignee" or "CEA"), Patriot, Patriot OP, Wyndham International, Inc.
("Wyndham") and Wyndham International Operating Partnership, L.P. and the
Original Investors, the Assignor assigned the CEA its right and obligation to
purchase 250,000 shares of the Series B Preferred Stock for an aggregate cash
purchase price of $25,000,000, and CEA accepted the assignment of and purchased
250,000 shares of Series B Preferred Stock of Wyndham for $25,000,000.
Source of Funds
The funds provided by CEA for the purchase of the Issuer's
Series B Preferred Stock were obtained from CEA's contributed capital, which
includes funds that are held available for such purpose. CEA disclaims that it
is a member of a group with any other persons either for purposes of this
Schedule 13D or for any other purpose related to its beneficial ownership of the
Issuer's securities.
Item 4. Purpose of Transaction.
The acquisition of the Issuer's equity securities has been
made by CEA for investment purposes. Although CEA has no present intention to do
so, CEA may make additional purchases of the Issuer's Common Stock or Series B
Preferred Stock either in
Page 4 of 12 Pages
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SCHEDULE 13D
Issuer: Wyndham International, Inc. CUSIP No.: 983101106
the open market or in privately negotiated transactions, including transactions
with the Issuer, depending on an evaluation of the Issuer's business prospects
and financial condition, the market for the Common Stock, other available
investment opportunities, money and stock market conditions and other future
developments. Depending on these factors, CEA may decide to sell all or part of
its holdings of the Issuer's Common Stock or Series B Preferred Stock in one or
more public or private transactions. In addition, such transactions could
include purchases pursuant to the Rights Offering (as defined below) or pursuant
to the exercise of preemptive rights as described below. CEA may also maintain
various credit facilities and arrangements, including customary margin
arrangements, with banks and other financial institutions in the ordinary course
of business and in connection there with provide to the lenders as collateral
thereunder the shares of Series B Preferred Stock purchased by it or other
securities of the Issuer held by it.
Except as set forth in this Item 4, CEA has no present plan or
proposal that relate to or would result in any of the actions specified in
clauses (a) through (j) of Item 4 of Schedule 13D. However, CEA reserves the
right to propose or participate in future transactions which may result in one
or more of such actions, including but not limited to, an extraordinary
corporate transaction, such as a merger, reorganization, liquidation or sale, of
a material amount of assets of the Issuer or its subsidiaries, or other
transactions which might have the effect of causing the Issuer's Common Stock to
cease to be listed on the NASDAQ National Market System or causing the Common
Stock to become eligible for termination of registration, under section 12(g) of
the Exchange Act.
The Series B Preferred Stock is convertible, at the option of
the holder, into shares of the Issuer's Class B Common Stock, par value $0.01
per share (the "Class B Common Stock"), which in turn is convertible on a one
for one basis into the Shares. For each share of Series B Preferred Stock
converted into Class B Common Stock, the holder is entitled to receive that
number of shares of Class B Common Stock equal to $100.00 divided by the
conversion price of the Series B Preferred Stock, which is currently $8.59 per
share, subject to adjustment, in addition to accrued by unpaid dividends. Each
share of the Series B Preferred Stock may also be converted into one share of
the Issuer's Series A Convertible Preferred Stock, $0.01 par value per share
(the "Series A Preferred Stock"), and other than certain permitted transfers
under the Securities Purchase Agreement, is mandatorily converted into one share
of Series A Preferred Stock if it is transferred to unaffiliated transferees.
The Series A Preferred Stock will be convertible into Shares at the same
conversion rate from time to time in effect at which the Series B Preferred
Stock is convertible into shares of Class B Common Stock.
Both the Series A Preferred Stock and the Series B Preferred
Stock will pay quarterly dividends at the rate per annum of 9.75% of the stated
amount thereof, with a portion paid in cash and a portion paid in additional
shares of Series A Preferred Stock or Series B Preferred Stock, respectively.
The Series A Preferred Stock will vote on an as converted basis with the Shares
on matters submitted to the holders of the Shares and the Series B Preferred
Stock will vote as a separate class on certain specified matters, including
specified "change of control" events occurring prior to June 30, 2005. The terms
of the Series A Preferred Stock are otherwise identical to the terms of the
Series B Preferred Stock, except that the Series A Preferred Stock will not have
voting rights, except as required by law or as necessary to permit its listing.
Under the terms of the Securities Purchase Agreement and the
Certificate of Designation for the Series B Preferred Stock (the "Certificate of
Designation"), during the 170-day period following the closing of the
transactions contemplated by the Securities Purchase Agreement, which occurred
on June 30, 1999, the Issuer has the right to redeem on a pro rata basis up to
3,000,000 of the 10,000,000 shares of Series B Preferred Stock currently held by
the Investors with the proceeds of (i) a rights offering in which the holders of
the Issuer's common stock and Patriot OP's limited partnership interests may
purchase for cash up to 3,000,000 shares of Series A Preferred Stock (the
"Rights Offering") and/or (ii) the sale of specified assets of the Issuer in
excess of a fixed price at or prior to the closing of the Rights Offering, in
each case at a redemption price of 102% of the stated amount of $100 per share,
plus accrued but unpaid dividends to the redemption date.
Under the terms of the restated certificate of incorporation
of the Issuer (the "Restated Certificate"), on June 30, 1999, the Issuer's Board
of Directors (the "Board") was reconstituted to consist of 19 directors,
including eight Class A directors designated by the Board as it existed prior to
being reconstituted (the "Prior Board"), eight Class B directors designated by
the Investors and three Class C directors mutually designated by the existing
Board of Directors and the Investors. The Board is further classified by term of
office into three classes of directors, each serving a staggered term of three
years, until the annual meeting of Wyndham's stockholders in 2002.
The number of Class B directors that the Investors are
entitled to designate will decrease from seven to zero based on certain
specified beneficial ownership percentages of Wyndham Common Stock as more fully
set forth in the Restated Certificate.
The Securities Purchase Agreement provides that until the June
30, 2004, so long as the Investors collectively own more than 15% of the fully
diluted Wyndham common stock, in the event that Wyndham proposes to sell Wyndham
common stock or securities convertible into Wyndham common stock (other than in
the Rights Offering or during the six month period following June 30, 1999),
each of the Investors will have the right to purchase a portion of the
securities proposed to be sold equal to its percentage ownership of the Issuer's
outstanding securities. To the extent that one or more of the Investors does not
exercise its purchase rights in full, the unexercised portion of the Investor's
purchase rights will be allocated pro rata to the other Investors.
Page 5 of 12 Pages
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SCHEDULE 13D
Issuer: Wyndham International, Inc. CUSIP No.: 983101106
The Securities Purchase Agreement also provides that, during
the six year period following June 30, 1999, the Investors will not (i) acquire
any shares of Wyndham common stock or securities convertible for the Issuer's
common stock, unless the securities are acquired (a) directly from the Issuer in
a transaction approved by a majority of the Class A and Class C directors, (b)
as a dividend on the Series B Preferred Stock or upon conversion of the Series B
Preferred Stock, (c) as part of the Issuer's sale of Series A Preferred Stock or
upon conversion of the Series A Preferred Stock, (d) by an affiliate of any
Investor over whom the Investor does not control voting decisions or hold over
50% of the outstanding voting securities, (e) as non-voting preferred stock of
the Issuer, (f) in the ordinary course of the Investor's market-making
activities or as investment adviser of broker-dealer or (g) by an employee,
partner or stockholder of an Investor for his individual account if the
individual does not acquire beneficial ownership of over 100,000 shares of
Wyndham common stock; or (ii) make any public announcement or proposal or
solicitation of proxies concerning any business combination, extraordinary
transaction, restructuring or recapitalization involving the Issuer or any
affiliate of the Issuer or propose to seek representation on the Board or seek
to control or influence management, the Board or policies of the Issuer's or an
affiliate of Wyndham.
As contemplated by the Securities Purchase Agreement, the
Board has adopted a shareholder rights plan (the "Rights Plan") under which
rights distributed to the Issuer's stockholders will become exercisable in the
event a third party (other than a "Grandfathered Person") acquires beneficial
ownership of at least 10% of the outstanding shares of the Issuer's common
stock. Each Investor will be a "Grandfathered Person" for so long as it complies
with the standstill provisions of the Securities Purchase Agreement described
above.
On June 29, 1999, the Investors entered into a Stockholders'
Agreement (the "Stockholders' Agreement"), pursuant to which each of (i) Apollo
Management and Apollo Real Estate Management (collectively, the "Apollo
Stockholder") and (ii) THL Advisors (together with the Apollo Stockholder, the
"Lead Stockholders") will have the right, for so long as the Investors are
entitled to designate eight Class B directors to the Board, to designate four
directors to the Board. At such time as the Investors are entitled to designate
fewer than eight Class B directors, the right to designate will be allocated as
between the Apollo Stockholder and the THL Advisors based on a specified
formula. For so long as the Stockholders' Agreement is in effect, each of the
Investors has agreed to vote its Shares and Series B Preferred Stock in favor of
each of the director nominees of the Lead Stockholders.
The Stockholders' Agreement provides that, for a five year
period from June 29, 1999, no Investor may offer, sell or otherwise dispose of
its shares of Series B Preferred Stock without the consent of each of the Lead
Stockholders, except for (i) transfers to affiliated transferees, (ii) transfers
of shares pursuant to the registration rights, tag along rights or drag along
provisions described below, (iii) bona fide pledges of shares to a bank,
financial institution or other lender and (iv) certain other permitted
transfers, subject in case of certain of these transfers to the transferee
agreeing to be bound by the provisions of the Stockholders' Agreement. The
Stockholders' Agreement does provide, however, for certain "tag-along rights"
and "drag-along rights" in favor of non-transferring stockholders with respect
to proposed transfers of securities.
On February 18, 1999, the Original Investors entered into a
Registration Rights Agreement (the "Registration Rights Agreement") with the
Issuer, pursuant to which the Investors have the right to require Wyndham to
register shares of the Issuer preferred stock or shares of the Issuer's common
stock into which the Issuer's preferred stock coverts in one or more
registrations and/or pursuant to a shelf registration statement. The
Stockholders' Agreement provides, however, that (i) any request for a
registration by the Issuer on or prior to the third anniversary of the date of
the Stockholders' Agreement shall only be made by or with the consent of both
Lead Stockholders, (ii) any request for a registration by Wyndham between the
third and fifth anniversaries of the date of the Stockholders' Agreement may
only be made by the Apollo Stockholder, THL Advisors or Beacon Capital Partners,
L.P. and its affiliates and (iii) any request for a shelf registration statement
on or prior to the fifth anniversary of the date of the Stockholders' Agreement
may be made only by or with the consent of the Lead Stockholders.
The Securities Purchase Agreement, the Assignments to which
CEA is a party, the Stockholders' Agreement and the Registration Rights
Agreement described are filed as exhibits to this Schedule 13D and are
incorporated herein by reference. The Certificate of Designation, the Restated
Certificate and the Rights Plan have been filed as exhibits to filings by the
Issuer with the Securities and Exchange Commission. The foregoing descriptions
of such agreements are not intended to be complete and are qualified in their
entirety by reference to such exhibits.
Item 5. Interest in Securities of the Issuer.
(a) and (b). By virtue of the Stockholders' Agreement and the
relationships described herein, the Investors may be deemed to constitute a
"group" within the meaning of Rule 13d-5(b) under the Exchange Act. As of the
date hereof, to the knowledge of CEA, the Investors collectively own an
aggregate of 116,414,435 Shares (or 39.2% of the Shares outstanding at July 9,
1999, based on information provided by Wyndham (the "Outstanding Shares")). Each
of the Reporting Persons expressly disclaims beneficial ownership of those
Investors' Shares held by any other members of such group of Shares held
individually by certain directors or executive officers of certain of the
Investors.
Page 6 of 12 Pages
<PAGE>
SCHEDULE 13D
Issuer: Wyndham International, Inc. CUSIP No.: 983101106
CEA has obtained beneficial ownership of 2,910,360 Shares
pursuant to the Assignment and Securities Purchase Agreement, representing
approximately 1% of the Issuer's Outstanding Shares. CEA, however, is also
subject to regulation under Regulation Y of the Board of Governors of the
Federal Reserve System and is therefore prohibited from ever owning more than
4.99% of the Issuer's outstanding voting securities.
All of the foregoing information as to number of Shares and
percentage of Outstanding Shares beneficially owned is set forth without giving
effect to the accrual of dividends payable in additional shares of Series B
Preferred Stock. In addition, as discussed above, the number of Shares listed
above are each subject to reduction of up to 30% if redeemed by the Issuer with
the proceeds of the Rights Offering, depending upon the participation of the
Issuer's stockholders in the Rights Offering.
Neither the filing of this Schedule 13D nor any of its
contents shall be deemed to constitute an admission that CEA is the beneficial
owner of any of the Shares other than those which such CEA has acquired pursuant
to the Securities Purchase Agreement or an Assignment.
(c) The responses to Items 3 and 4 of this Schedule 13D are
incorporated herein by reference.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
The responses to Items 3, 4 and 5 of this Schedule 13D and the
Exhibits to this Schedule 13D are incorporated herein by reference.
Except for the agreements described in Items 3 and 4, to the
best knowledge of the Reporting Persons, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) between the persons named
in Item 2, and any other person, with respect to any securities of the Issuer
including but not limited to transfer or voting of any of the securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the giving or withholding
of proxies.
Item 7. Material to be Filed as Exhibits.
*Exhibit 1: Securities Purchase Agreement dated as of February 18,
1999 by and among the Issuer, Patriot, Patriot American
Hospitality Partnership, L.P., Wyndham International Operating
Partnership, L.P. and the investors set forth on the signature
pages thereto (incorporated herein by reference to Exhibit
99.1 to Wyndham's Current Report on Form 8-K filed with the
Securities and Exchange Commission on March 2, 1999).
*Exhibit 2: Amendment dated as of June 28, 1999 to Securities
Purchase Agreement dated as of February 18, 1999 by and among
the Issuer, Patriot, Patriot American Hospitality Partnership,
L.P., Wyndham International Operating Partnership, L.P. and
the Investors set forth on the signature pages thereto.
*Exhibit 3*: Stockholders' Agreement dated as of June 29, 1999 by and
among the Stockholders named therein.
*Exhibit 4: Registration Rights Agreement dated as of February 18,
1999 by and among Wyndham and the persons listed on the
signature pages thereto.
*Exhibit 5: Assignment and Assumption Agreement dated as of June 22,
1999 by and among CEA and the other parties thereto.
SCHEDULE A
Item 2 information for executive officers and directors of Chase Capital
Corporation.
SCHEDULE B
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* Filed Previously.
Page 7 of 12 Pages
<PAGE>
SCHEDULE 13D
Issuer: Wyndham International, Inc. CUSIP No.: 983101106
Item 2 information for executive officers and directors of The Chase Manhattan
Corporation.
Page 8 of 12 Pages
<PAGE>
SCHEDULE 13D
Issuer: Wyndham International, Inc. CUSIP No.: 983101106
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
CHASE EQUITY ASSOCIATES, L.L.C.
By: Chase Capital Partners, Its Manager
By: /s/Jeffrey C. Walker
-----------------------------------
Name: Jeffrey C. Walker
Title: Managing General Partner
February 14, 2000
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Date
Page 9 of 12 Pages
<PAGE>
SCHEDULE 13D
Issuer: Wyndham International, Inc. CUSIP No.: 983101106
SCHEDULE A
CHASE CAPITAL CORPORATION
Executive Officers
Chief Executive Officer William B. Harrison, Jr.*
President Jeffrey C. Walker**
Executive Vice President Mitchell J. Blutt, M.D.**
Vice President & Secretary Gregory Meredith*
Vice President and Treasurer Elisa R. Stein**
Vice President Marcia Bateson**
Assistant Secretary Robert C. Carroll*
Assistant Secretary Anthony J. Horan*
Assistant Secretary Denise G. Connors*
Directors
William B. Harrison, Jr.*
Jeffrey C. Walker**
- ------------------------------
* Principal occupation is employee and/or officer of Chase. Business
address is c/o The Chase Manhattan Corporation, 270 Park Avenue, New
York, New York 10017.
** Principal occupation is employee of Chase and/or general partner of
Chase Capital Partners. Business address is c/o Chase Capital
Partners, 380 Madison Avenue, 12th Floor, New York, NY 10017.
Page 10 of 12 Pages
<PAGE>
SCHEDULE 13D
Issuer: Wyndham International, Inc. CUSIP No.: 983101106
SCHEDULE B
THE CHASE MANHATTAN CORPORATION
Executive Officers
Walter V. Shipley, Chairman of the Board*
William B. Harrison Jr., President and Chief Executive Officer*
Donald L. Boudreau, Vice Chairman*
John J. Farrell, Director of Human Resources*
Neal S. Garonzik, Vice Chairman*
Frederick W. Hill, Director of Corporate Marketing and Communications*
Donald H. Layton, Vice Chairman*
James B. Lee Jr., Vice Chairman*
William H. McDavid, General Counsel*
Denis J. O'Leary, Executive Vice President*
Marc J. Shapiro, Vice Chairman*
Joseph G. Sponholz, Vice Chairman*
Jeffrey C. Walker, Senior Managing Director**
Directors***
Principal Occupation or Employment;
Name Business or Residence Address
- ---- -----------------------------
- --------------------------------------------------------------------------------
Hans W. Becherer Chairman of the Board
Chief Executive Officer
Deere & Company
One John Deere Place
Moline, IL 61265
- --------------------------------------------------------------------------------
Frank A. Bennack, Jr. President and Chief Executive Officer
The Hearst Corporation
959 Eighth Avenue
New York, New York 10019
- --------------------------------------------------------------------------------
Susan V. Berresford President
The Ford Foundation
320 E. 43rd Street
New York, New York 10017
- --------------------------------------------------------------------------------
M. Anthony Burns Chairman of the Board and
Chief Executive Officer
Ryder System, Inc.
3600 N.W. 82nd Avenue
Miami, Florida 33166
- --------------------------------------------------------------------------------
- ------------------------------
* Principal occupation is executive officer and/or employee of The
Chase Manhattan Bank. Business address is c/o The Chase Manhattan
Bank, 270 Park Avenue, New York, New York 10017. Each executive
officer of Chase is a U.S. citizen.
** Principal occupation is employee of Chase and/or general partner of
Chase Capital Partners. Business address is c/o Chase Capital
Partners, 380 Madison Avenue - 12th Floor, New York, New York 10017.
*** Each of the persons named below is a citizen of the United States of
America.
Page 11 of 12 Pages
<PAGE>
SCHEDULE 13D
Issuer: Wyndham International, Inc. CUSIP No.: 983101106
Principal Occupation or Employment;
Name Business or Residence Address
- ---- -----------------------------
- --------------------------------------------------------------------------------
H. Laurence Fuller Co-Chairman
BP Amoco p.l.c.
1111 Warrenville Road, Suite 25
Chicago, Illinois 60563
- --------------------------------------------------------------------------------
Melvin R. Goodes Retired Chairman of the Board and CEO
Warner-Lambert Company
201 Tabor Road
Morris Plains, NJ 07950
- --------------------------------------------------------------------------------
William H. Gray, III President and Chief Executive Officer
The College Fund/UNCF
9860 Willow Oaks Corporate Drive
P.O. Box 10444
Fairfax, Virginia 22031
- --------------------------------------------------------------------------------
William B. Harrison, Jr. President and Chief Executive Officer
The Chase Manhattan Corporation
270 Park Avenue, 8th Floor
New York, New York 10017-2070
- --------------------------------------------------------------------------------
Harold S. Hook Retired Chairman and Chief Executive
Officer
American General Corporation
2929 Allen Parkway
Houston, Texas 77019
- --------------------------------------------------------------------------------
Helene L. Kaplan Of Counsel
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue - Room 29-72
New York, New York 10022
- --------------------------------------------------------------------------------
Henry B. Schacht Director and Senior Advisor
E.M. Warburg, Pincus & Co., LLC
466 Lexington Avenue, 10th Floor
New York, New York 10017
- --------------------------------------------------------------------------------
Walter V. Shipley Chairman of the Board
The Chase Manhattan Corporation
270 Park Avenue
New York, New York 10017
- --------------------------------------------------------------------------------
Andrew C. Sigler Retired Chairman of the Board and
Chief Executive Officer
Champion International Corporation
One Champion Plaza
Stamford, Connecticut 06921
- --------------------------------------------------------------------------------
John R. Stafford Chairman, President and
Chief Executive Officer
American Home Products Corporation
5 Giralda Farms
Madison, New Jersey 07940
- --------------------------------------------------------------------------------
Marina v.N. Whitman Professor of Business Administration
and Public Policy
The University of Michigan
School of Public Policy
411 Lorch Hall, 611 Tappan Street
Ann Arbor, MI 48109-1220
- --------------------------------------------------------------------------------
Page 12 of 12 Pages
