<PAGE>
As filed with the Securities and Exchange Commission on August 16, 1996
REGISTRATION STATEMENT NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________________
PATRIOT AMERICAN HOSPITALITY, INC.
(Exact name of Registrant as Specified in Its Charter)
Virginia 75-25599709
(State of Incorporation) 3030 LBJ Freeway, (I.R.S.
Suite 1500 Employer Identification #)
Dallas, Texas 75234
(214) 888-8000
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
PATRIOT AMERICAN HOSPITALITY, INC.
1995 INCENTIVE PLAN
NON-EMPLOYEE DIRECTORS' INCENTIVE PLAN
(Full Title of the Plans)
_________________________
PAUL A. NUSSBAUM
CHIEF EXECUTIVE OFFICER
PATRIOT AMERICAN HOSPITALITY, INC.
3030 LBJ FREEWAY, SUITE 1500
DALLAS, TEXAS 75234
(214) 888-8000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
____________________________
With copies to:
Gilbert G. Menna, P.C.
Kathryn I. Murtagh, Esq.
Goodwin, Procter & Hoar LLP
Exchange Place
53 State Street
Boston, Massachusetts 02109-2881
(617) 570-1000
_________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
Proposed Maximum Aggregate
Title of Securities Being Amount to be Proposed Maximum Offering Offering Amount of
Registered Registered (1) Price Per Share (2) Price Registration Fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock............... 546,560 $ 24.00 $13,117,440 $ 4,525
155,000 26.875 4,165,625 1,437
16,320 28.375 463,080 160
157,400 28.25 4,446,550 1,534
274,720 29.0625 7,984,050 2,754
--------- ----------- -------
1,150,000 $30,176,745 $10,410
========= =========== =======
====================================================================================================================================
</TABLE>
(1) Plus such additional number of shares as may be required pursuant to the
1995 Incentive Plan and the Non-Employee Directors' Incentive Plan
(collectively, the "Plans") in the event of a stock dividend, reverse
stock split, split-up, recapitalization, forfeiture of stock under the
Plans or other similar event .
(2) This estimate is made pursuant to Rule 457(c) and (h) under the Securities
Act of 1933, as amended (the "Securities Act"), solely for the purposes of
determining the registration fee and is based upon the price at which
outstanding securities were issued or may be exercised and the market
value of outstanding shares of Patriot American Hospitality, Inc. Common
Stock, no par value per share, on August 14, 1996, utilizing the average
of the high and low sale prices reported on the New York Stock Exchange
for that date.
================================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
-----------------------------------------------
Patriot American Hospitality, Inc. (the "Company") hereby incorporates
by reference the documents listed in (a), (b) and (c) below, which have
previously been filed with the Securities and Exchange Commission.
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995, filed with the Securities and Exchange
Commission on May 14, 1996;
(b) All reports filed on behalf of the Company pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") since December 31, 1995; and
(c) The description of the Company's Common Stock contained in its
registration statement on Form 8-A, filed with the Securities and
Exchange Commission on July 8, 1995, under Section 12 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")
and any amendments or reports filed for the purpose of updating
such description.
In addition, all documents subsequently filed with the Securities and
Exchange Commission by the Company pursuant to Sections 13(a) and 13(c), Section
14 and Section 15(d) of the Exchange Act prior to the filing of a post-effective
amendment hereto that indicates that all securities offered hereunder have been
sold or that deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this registration statement and to be a part
hereof from the date of filing of such documents.
Item 4. Description of Securities.
-------------------------
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Not Applicable.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
The Articles of Incorporation of the Company, generally, limit the
liability of the Company's directors and officers to the Company and the
shareholders for money damages to the fullest extent permitted from time to time
by the laws of the Commonwealth of Virginia. The Articles of Incorporation also
provide, generally, for the indemnification of directors and officers, among
others, against judgments, settlements, penalties, fines, and reasonable
expenses actually incurred by them in connection with any proceeding to which
they may be made a party by reason of their service in those or other capacities
except in connection with a proceeding by or in the right of the Company in
which the director was adjudged liable to the Company or in connection with any
other proceeding, whether or not involving action in his official capacity, in
which he was adjudged liable on the basis that personal benefit was improperly
received by him. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors and officers of the Company
pursuant to the foregoing provisions or otherwise, the Company has 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.
1
<PAGE>
The Company has purchased director and officer liability insurance for
the purpose of providing a source of funds to pay any indemnification described
above.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
--------
The following is a complete list of exhibits filed or incorporated by
reference as part of this registration statement.
Exhibit
- -------
4.1 Patriot American Hospitality, Inc. 1995 Stock Option and
Incentive Plan (Incorporated by reference to Exhibit 10.56 to the
Company's Form 10-Q for the quarter ended September 30, 1995).
4.2 Patriot American Hospitality, Inc. Non-Employee Directors'
Incentive Plan (Incorporated by reference to Exhibit 10.57 to the
Company's Form 10-Q for the quarter ended September 30, 1995).
5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
securities being registered.
23.1 Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1
hereto).
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 (contained in signature pages on page 5 of
this registration statement)
Item 9. Undertakings.
------------
(a) The undersigned registrant hereby undertakes:
(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;
(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; and
(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 (a)(1)(i) and (a)(1)(ii) herein do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by
the undersigned registrant pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in the registration
statement;
2
<PAGE>
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment 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; and
(3) 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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to Section 13(a) or 15(d) of
the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the
Exchange Act) 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has 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 the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant 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, the registrant 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.
3
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933, Patriot
American Hospitality, Inc. certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 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 this 25th
day of July, 1996.
PATRIOT AMERICAN HOSPITALITY, INC.
By: /s/ Paul A. Nussbaum
-----------------------------------------
Paul A. Nussbaum, Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and
Directors of Patriot American Hospitality, Inc., hereby severally constitute
Paul A. Nussbaum, as our true and lawful attorney with full power to sign for us
and in our names in the capacities indicated below, the Registration Statement
filed herewith and any and all amendments to said Registration Statement, and
generally to do all such things in our names and in our capacities as officers
and Directors to enable Patriot American Hospitality, Inc. to comply with the
provisions of the Securities Act of 1933, and all requirements of the Securities
and Exchange Commission, hereby ratifying and confirming our signatures as they
may be signed by our said attorney to said Registration Statement and any and
all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Paul A. Nussbaum Chairman of the Board and July 25, 1996
- -------------------- Chief Executive Officer
Paul A. Nussbaum (Principal Executive Officer)
/s/ Rex E. Stewart Executive Vice President, July 25, 1996
- -------------------- Chief Financial Officer
Rex E. Stewart and Secretary (Principal
Financial Officer)
/s/ Leonard Boxer Director July 25, 1996
- --------------------
Leonard Boxer
Director
- --------------------
John H. Daniels
Director
- --------------------
John C. Deterding
4
<PAGE>
/s/ Gregory R. Dillon Director July 25, 1996
- ---------------------
Gregory R. Dillon
Director
- ---------------------
Thomas S. Foley
/s/Arch K. Jackson Director July 25, 1996
- ---------------------
Arch K. Jackson
5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
- ------------ --------------
<S> <C>
4.1 Patriot American Hospitality, Inc. 1995 Stock
Option and Incentive Plan (Incorporated by
reference to Exhibit 10.56 to the Company's Form
10-Q for the quarter ended September 30, 1995).
4.2 Patriot American Hospitality, Inc. Non-Employee
Directors' Incentive Plan (Incorporated by
reference to Exhibit 10.57 to the Company's Form
10-Q for the quarter ended September 30, 1995).
5.1 Opinion of Goodwin, Procter & Hoar LLP as to the
legality of the securities being registered.
23.1 Consent of Goodwin, Procter & Hoar LLP (included
in Exhibit 5.1 hereto).
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 (contained in signature pages
on page 5 of this registration statement)
</TABLE>
<PAGE>
Exhibit 5.1
August 15, 1996
Patriot American Hospitality, Inc.
3030 LBJ Freeway, Suite 1500
Dallas, Texas 75234
Ladies and Gentlemen:
This opinion is furnished in connection with the registration, pursuant to
the Securities Act of 1933, as amended (the "Securities Act"), of 1,150,000
shares (the "Shares") of common stock, no par value per share ("Common Stock"),
of Patriot American Hospitality, Inc., a Virginia corporation (the "Company").
In connection with rendering this opinion, we have examined the Amended and
Restated Articles of Incorporation and the Bylaws of the Company, such records
of the corporate proceedings of the Company as we deemed material, a
registration statement on Form S-8 under the Securities Act relating to the
Shares (the "Registration Statement"), the Company's 1995 Incentive Plan and
Non-Employee Directors' Incentive Plan (together, the "Plans"), and such other
certificates, receipts, records and documents as we considered necessary for the
purposes of this opinion.
We are attorneys admitted to practice in The Commonwealth of Massachusetts.
We express no opinion concerning the laws of any jurisdictions other than the
laws of the United States of America and the Commonwealth of Massachusetts. With
respect to matters of Virginia law, we have relied upon the opinion of Hunton &
Williams, Richmond, Virginia.
Based upon the foregoing, we are of the opinion that when the Shares have
been issued and paid for in accordance with the terms of the Plan and the
Registration Statement, the Shares will be legally issued, fully paid and
nonassessable shares of the Company's Common Stock.
The foregoing assumes that all requisite steps will be taken to comply with
the requirements of the Securities Act and applicable requirements of state laws
regulating the offer and sale of securities.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
GOODWIN, PROCTER & HOAR LLP
<PAGE>
EXHIBIT 23.2
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Patriot American Hospitality, Inc. 1995 Incentive Plan
and Non-Employee Directors' Incentive Plan of our reports (a) dated January 31,
1996 (except for Note 13, as to which the date is March 4, 1996) with respect to
the consolidated financial statements and financial statement schedules of
Patriot American Hospitality, Inc. included in its Annual Report on Form 10-K
for the period ended December 31, 1995, (b) dated February 16, 1996, with
respect to the combined financial statements of the Initial Hotels included in
Patriot American Hospitality, Inc.'s Annual Report on Form 10-K for the period
ended December 31, 1995, (c) dated March 5, 1996, with respect to the financial
statements and financial statement schedule of Buckhead Hospitality Joint
Venture included in the Current Report on Form 8-K/A No. 1 of Patriot American
Hospitality, Inc. dated April 2, 1996, (d) dated March 1, 1996 (except for Note
7, as to which the date is April 2, 1996) with respect to the combined financial
statements and financial statement schedule of Gateway Hotel Limited Partnership
and Wenatchee Hotel Limited Partnership included in the Current Report on Form
8-K/A No. 1 of Patriot American Hospitality, Inc. dated April 2, 1996, (e) dated
February 28, 1996 (except for Note 5, as to which the date is April 2, 1996)
with respect to the Statement of Direct Revenue and Direct Operating Expenses of
Plaza Park Suites Hotels included in the Current Report on Form 8-K/A No. 1 of
Patriot American Hospitality, Inc. dated April 2, 1996, and (f) dated February
26, 1996 (except for Note 5, as to which the date is April 2, 1996) with respect
to the Statement of Direct Revenues and Direct Operating Expenses of Roosevelt
Hotel included in the Current Report on Form 8-K/A No. 1 of Patriot American
Hospitality, Inc. dated April 2, 1996, all filed with the Securities and
Exchange Commission.
ERNST & YOUNG LLP
Dallas, Texas
August 14, 1996
<PAGE>
Exhibit 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We consent to the incorporation by reference in this registration statement on
Form S-8 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
August 14, 1996
<PAGE>
Exhibit 23.4
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We consent to the incorporation by reference in this registration statement on
Form S-8 of our report dated January 17, 1996, on our audit of the financial
statements of Troy Hotel Investors and our report dated February 7, 1995, on our
audits of the financial statements of Troy Park Associates, which reports are
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
August 14, 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 in the Registration Statement
on Form S-11 of Patriot American Hospitality, Inc., as amended (Registration No.
333-04587) and related prospectus.
COOPERS & LYBRAND L.L.P.
Newport Beach, California
August 14, 1996
<PAGE>
Exhibit 23.6
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 4, 1996 appearing on page F-20
of Patriot American Hospitality, Inc.'s Annual Report on Form 10K for the year
ended December 31, 1995
PRICE WATERHOUSE LLP
Miami, Florida
August 14, 1996
