<PAGE>
As filed with the Securities and Exchange Commission on July 6, 2000
Registration No. 333-
-------------------------------------------------------------------------------
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
----------------
WYNDHAM INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
----------------
Delaware 94-2878485
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
----------------
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)
Fred J. Kleisner Copy to:
Chief Executive Officer and President N. Kathleen Friday, P.C.
1950 Stemmons Freeway Akin, Gump, Strauss, Hauer & Feld,
Suite 6001 L.L.P.
Dallas, Texas 75207 1700 Pacific Avenue, Suite 4100
(214) 863-1000 Dallas, Texas 75201-4675
----------------
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. [ ]
----------------
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed Proposed
Amount Maximum Maximum Amount of
Title of Each Class of to be Offering Price Aggregate Registration
Securities to be Registered Registered(1) per Share Offering Price Fee
--------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock, 1,336,276
par value $0.01 per share....... shares $2.44(1) $3,260,514(1) $907
--------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated pursuant to Rule 457(c) under the Securities Act of 1933 solely
for the purpose of calculating the amount of the registration fee based
on the average of the high and low sales prices of the class A common
stock reported by the New York Stock Exchange on July 5, 2000. The class
A common stock includes associated series C junior preferred stock
purchase rights. One series C junior preferred stock purchase right will
be issued with each share of class A common stock. Because no additional
consideration will be received for these rights, no registration fee is
required with respect to them under Rule 457(i) of the Securities Act.
----------------
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.
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+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 offer or sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
Subject to Completion, dated July 6, 2000
PROSPECTUS
1,336,276 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 of up to 1,336,276
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 July 5, 2000, the last reported sale price for our class A
common stock was $2.44 per share.
-----------
INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE THE SECTIONS ENTITLED "RISK
FACTORS" IN THE DOCUMENTS WE FILE WITH THE SECURITIES AND EXCHANGE COMMISSION
THAT ARE INCORPORATED BY REFERENCE IN THIS PROSPECTUS FOR CERTAIN RISKS AND
UNCERTAINTIES THAT YOU SHOULD CONSIDER.
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 , 2000.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
Wyndham International, Inc................................................. 1
Uncertainty Of Forward-Looking Statements.................................. 1
About This Prospectus...................................................... 1
Use Of Proceeds............................................................ 1
Description Of Class A Common Stock........................................ 2
Selling Stockholders....................................................... 2
Plan Of Distribution....................................................... 3
Legal Matters.............................................................. 4
Experts.................................................................... 4
Where You Can Find More Information........................................ 4
</TABLE>
<PAGE>
WYNDHAM INTERNATIONAL, INC.
We are a fully integrated and branded hotel enterprise that has, as of June
15, 2000, an aggregate hotel portfolio of 259 hotel properties with over
65,000 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
developing our Wyndham brands: Wyndham Hotels and Resorts, Wyndham Luxury
Resorts and Summerfield Suites by Wyndham. 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 15, 2000, we, directly or indirectly through our subsidiaries,
owned interests in 149 hotels totaling over 41,300 rooms and leased 36 hotels
from third parties totaling over 5,400 rooms. In addition, we managed 45
hotels with over 13,600 rooms for third party owners and franchised 29 hotels
under the Wyndham brands with over 5,400 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.
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 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. You
should refer to the section entitled "Certain Risk Factors" beginning on page
11 of our 1999 Annual Report on Form 10-K, which is incorporated by reference,
for a discussion of risk factors that could cause actual results to differ
materially from those indicated by the forward-looking statements. 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 that
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.
1
<PAGE>
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 June 15, 2000,
167,721,297 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 holders of class B common stock
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 holders of
class B common stock 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 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 in,
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
2
<PAGE>
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 assume 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
Name of Selling of Shares Covered by Number of Total Outstanding
Stockholder Before Offering Prospectus Shares Shares
--------------- --------------- ---------- --------- -----------------
<S> <C> <C> <C> <C>
Alibhai, Amir........... 224,399 133,627 90,772 *
Alibhai, Bahadur........ 673,205 400,883 272,322 *
Alibhai, Haider......... 931,206 400,883 530,323 *
Alibhai, Karim.......... 4,806,042(/1/) 400,883 4,405,159(/1/) 2.6%
</TABLE>
--------
* Less than one percent.
(1) Includes options to purchase 100,000 shares granted to Mr. Alibhai that
are currently exercisable.
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 agents, broker-dealers
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.
3
<PAGE>
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
The Financial Statements incorporated in this prospectus by reference to the
Annual Report on Form 10-K of Wyndham International, Inc. for the year ended
December 31, 1999 have been so incorporated in reliance on the reports of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
Ernst & Young LLP, independent auditors, have audited our Consolidated
Financial Statements as of December 31, 1998 and for each of the two years in
the period ended December 31, 1998 included in our Annual Report on Form 10-K
for the year ended December 31, 1999, as set forth in their report which is
incorporated by reference in this prospectus and elsewhere in the registration
statement. Our financial statements are incorporated herein by reference in
reliance on Ernst & Young LLP's report, given on their authority as experts in
accounting and auditing.
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 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.Our Annual Report on Form 10-K for the year ended December 31, 1999;
2.Our Quarterly Report on Form 10-Q for the three months ended March 31,
2000;
4
<PAGE>
3. 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
4. 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 and as amended on May 30, 2000.
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 different information to you. 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.
5
<PAGE>
1,336,276 Shares
WYNDHAM INTERNATIONAL, INC.
Class A Common Stock
----------------
PROSPECTUS
----------------
, 2000
<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>
<CAPTION>
<S> <C>
SEC registration fee............................................... $ 907
Legal and accounting fees and expenses (including blue sky fees and
expenses)......................................................... 10,000
Printing........................................................... 1,000
Miscellaneous...................................................... 1,093
-------
Total............................................................. $13,000
=======
</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 that 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 that 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 that 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. All schedules for which provision is
made in the applicable accounting regulations of the Securities and Exchange
Commission have been omitted because they are inapplicable or the required
information has otherwise been omitted.
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) that, 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas, on July 6, 2000.
WYNDHAM INTERNATIONAL, INC.
/s/ Fred J. Kleisner
By: _________________________________
Fred J. Kleisner
Chief Executive Officer and
President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and
officers of Wyndham International, Inc. hereby constitutes and appoints Fred
J. Kleisner and Carla S. Moreland, and each of them, as his or her true and
lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him or her and in his or her name and place, in any and
all capacities, to execute any and all amendments (including post-effective
amendments) to this Registration Statement, to sign any Registration Statement
filed pursuant to Rule 462(b) of the Securities Act of 1933, and to cause the
same to be filed with all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and desirable to be done in
and about the premises, as fully and to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and confirming all
acts and things that said attorneys-in-fact and agents or any of them, or
their or his or her substitute or substitutes may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated below.
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ Fred J. Kleisner Chief Executive Officer, President July 6, 2000
______________________________________ (Principal Executive Officer) and
Fred J. Kleisner Director
/s/ Richard Smith Executive Vice President and Chief July 6, 2000
______________________________________ Financial Officer (Principal
Richard A. Smith Financial Officer and Principal
Accounting Officer)
/s/ James D. Carreker Director July 6, 2000
______________________________________
James D. Carreker
Director
______________________________________
Karim A. Alibhai
/s/ Leon Black Director July 6, 2000
______________________________________
Leon Black
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ Leonard Boxer Director July 6, 2000
______________________________________
Leonard Boxer
/s/ Norman Brownstein Director July 6, 2000
______________________________________
Norman Brownstein
/s/ Stephen Clark Director July 6, 2000
______________________________________
Stephen Clark
/s/ Milton Fine Director July 6, 2000
______________________________________
Milton Fine
/s/ Paul Fribourg Director July 6, 2000
______________________________________
Paul Fribourg
/s/ Susan Groenteman Director July 6, 2000
______________________________________
Susan Groenteman
/s/ Thomas H. Lee Director July 6, 2000
______________________________________
Thomas H. Lee
Director
______________________________________
Alan Leventhal
Director
______________________________________
William Mack
/s/ Lee Neibart Director July 6, 2000
______________________________________
Lee Neibart
/s/ Marc Rowan Director July 6, 2000
______________________________________
Marc Rowan
/s/ Rolf E. Ruhfus Director July 6, 2000
______________________________________
Rolf E. Ruhfus
/s/ Scott Schoen Director July 6, 2000
______________________________________
Scott Schoen
/s/ Scott Sperling Director July 6, 2000
______________________________________
Scott Sperling
/s/ Sherwood Weiser Director July 6, 2000
______________________________________
Sherwood M. Weiser
</TABLE>
II-4
<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)).
4.2 Amendment No. 1 to the Shareholder Rights Agreement, dated May 12,
2000, by and between the Company and American Stock Transfer and
Trust Company, as Rights Agent (incorporated by reference to Exhibit
4.2 to the Company's Registration Statement on Form 8-A/A dated May
30, 2000 (filed May 30, 2000)).
5.1* Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
23.1* Consent of PricewaterhouseCoopers, LLP
23.2* Consent of Ernst & Young, LLP
23.3* Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P. (included in
Exhibit 5.1)
</TABLE>
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*Filed herewith.
