<PAGE>
As filed with the Securities and Exchange Commission on October 1, 1996
Registration Statement No. 333-12973
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
PATRIOT AMERICAN HOSPITALITY, INC.
(Exact Name of Registrant as Specified in its Charter)
Virginia 75-2599709
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
3030 LBJ Freeway
Suite 1500
Dallas, Texas 75234
(972) 888-8000
(Address, Including Zip Code and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
Paul A. Nussbaum
Chairman and Chief Executive Officer
3030 LBJ Freeway, Suite 1500
Dallas, Texas 75234
(972) 888-8000
(Name, Address, Including Zip Code, and Telephone Number, Including
Area Code, of Agent for Service)
____________________
copy to:
Gilbert G. Menna, P.C.
Kathryn I. Murtagh, Esq.
Goodwin, Procter & Hoar LLP
Exchange Place
Boston, MA 02109
(617) 570-1000
____________________
Approximate date of commencement of proposed sale to public: From time to
time after this registration statement becomes effective.
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, please 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,
please check the following box.[ ]
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 the registration statement shall
become effective on such date as the Commission, acting pursuant to said Section
8(a), may determine.
================================================================================
<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 this 30th
day of September, 1996.
PATRIOT AMERICAN HOSPITALITY, INC.
By: /s/ Paul A. Nussbaum
--------------------------------
Paul A. Nussbaum
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 by the following persons in
the capacities indicted on the 30th day of September, 1996.
Signature Title Date
--------- ----- ----
/s/ Paul A. Nussbaum Chairman of the Board and September 30, 1996
- --------------------- Chief Executive Officer
Paul A. Nussbaum (Principal Executive
Officer)
/s/ Rex E. Stewart Executive Vice President and September 30, 1996
- --------------------- Chief Financial Officer
Rex E. Stewart (Principal Financial and
Accounting Officer)
Leonard Boxer* Director September 30, 1996
- ---------------------
Leonard Boxer
<PAGE>
John H. Daniels* Director September 30, 1996
- ---------------------
John H. Daniels
John C. Deterding* Director September 30, 1996
- ---------------------
John C. Deterding
Director
- ---------------------
Gregory R. Dillon
Thomas S. Foley* Director September 30, 1996
- ---------------------
Thomas S. Foley
Arch K. Jacobson* Director September 30, 1996
- ---------------------
Arch K. Jacobson
*By: /s/ Rex E. Stewart
------------------
Rex E. Stewart
Attorney-in-Fact
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Exhibit
- ------ -------
4.1* -- Article IV of the Company's Amended and Restated Articles of
Incorporation (Incorporated by reference to Exhibit 3.2 to the
Company's Registration Statement on Form S-11, No. 33-94612).
4.2* -- Articles II and VI of the Company's Amended and Restated Bylaws
(Incorporated by reference to Exhibit 3.4 to the Company's
Registration Statement on Form S-11, No. 33-94612).
5.1* -- Opinion of Goodwin, Procter & Hoar LLP.
8.1* -- Opinion of Goodwin, Procter & Hoar LLP as to Tax Matters.
23.1* -- Consent of Goodwin, Procter & Hoar LLP (included in
Exhibits 5.1 and 8.1).
23.2* -- Consent of Ernst & Young LLP.
23.3 -- Consent of Coopers & Lybrand L.L.P., Fort Lauderdale, Florida.
23.4 -- Consent of Coopers & Lybrand L.L.P., Pittsburgh, Pennsylvania.
23.5 -- Consent of Coopers & Lybrand L.L.P., Newport Beach, California.
23.6* -- Consent of Price Waterhouse LLP.
24.1* -- Powers of Attorney (included on Signature Pages to the
Registration Statement).
- -------------
*Previously filed
<PAGE>
Exhibit 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We consent to the incorporation by reference in this registration statement on
Form S-3 of our report dated January 15, 1996, on our audits of the financial
statements of Certain of the Initial Hotels, which report is included on
Form 10-K for the year ended December 31, 1995, of Patriot American Hospitality,
Inc. (File No. 0-26528).
COOPERS & LYBRAND L.L.P.
Fort Lauderdale, Florida
September 27, 1996
<PAGE>
Exhibit 23.4
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We consent to the incorporation by reference in this registration statement on
Form S-3 of our report dated February 7, 1995, on our audit of the financial
statements of Troy Park Associates, which report is included on Form 10-K for
the year ended December 31, 1995, of Patriot American Hospitality, Inc. (File
No. 0-26528).
COOPERS & LYBRAND L.L.P.
Pittsburgh, Pennsylvania
September 27, 1996
<PAGE>
Exhibit 23.5
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We consent to the incorporation by reference in this registration statement of
our report dated March 8, 1996, on our audit of the financial statements of
Newporter Beach Hotel Investments L.L.C. included on Form 8-K, dated April 2,
1996, as amended, of Patriot American Hospitality, Inc. (File No. 0-26528).
COOPERS & LYBRAND L.L.P.
Newport Beach, California
September 27, 1996
