<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
APRIL 14, 1997
PATRIOT AMERICAN HOSPITALITY, INC.
(Exact name of Registrant as specified in its Charter)
VIRGINIA 0-26528 75-2599709
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
3030 LBJ FREEWAY, SUITE 1500 75234
DALLAS, TEXAS (Zip Code)
(Address of Principal Executive Offices)
(972) 888-8000
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year,
if change since last report)
<PAGE>
ITEM 5. OTHER EVENTS
On April 14, 1997, Patriot American Hospitality, Inc. ("Patriot") entered
into a merger agreement and a related stock purchase agreement (collectively,
the "Merger Agreement") pursuant to which Wyndham Hotel Corporation ("Wyndham")
will merge (the "Wyndham Merger") with and into the successor to Patriot ("New
Patriot REIT") following Patriot's merger with and into California Jockey Club
(the "Cal-Jockey Merger"), with New Patriot REIT being the surviving company.
As a result of the Wyndham Merger, New Patriot REIT will acquire all of the
assets of Wyndham, including Wyndham's portfolio of 23 owned and leased hotels
(consisting of 10 owned and 13 leased hotels), with an aggregate of 4,877 rooms,
as well as Wyndham's 79 managed and franchised properties throughout North
America and the Wyndham, Wyndham Garden and Wyndham Hotels & Resorts proprietary
brand names. Pursuant to the Merger Agreement, each outstanding share of common
stock of Wyndham (the "Wyndham Common Stock") will be converted into the right
to receive 0.712 shares (the "Exchange Ratio") of common stock of each of New
Patriot REIT and Patriot American Hospitality Operating Company ("New Patriot
Operating Company," known as Bay Meadows Operating Company prior to the Cal-
Jockey Merger), which shares will be paired and transferable and trade together
as a single unit following the Cal-Jockey Merger (the "Paired Shares"). The
Exchange Ratio is subject to adjustment in the event that the average of the
closing prices of the Paired Shares on the twenty trading days preceding the
fifth trading day prior to the meeting of Wyndham stockholders to be called to
approve the Wyndham Merger (the "Average Trading Price") is less than $42.13 per
Paired Share. If the Average Trading Price is between $40.21 and $42.13 per
Paired Share, the Exchange Ratio will be adjusted to provide Wyndham
stockholders with Paired Shares having a value of $30.00 based on the Average
Trading Price. If the Average Trading Price is less than $40.21 per Paired
Share, there will be no further adjustments to the Exchange Ratio; however, in
such circumstances, Wyndham has the right, waivable by it, to terminate the
Merger Agreement without liability. In lieu of receiving Paired Shares, Wyndham
stockholders have the right to elect to receive cash in an amount per share
equal to the Average Trading Price up to a maximum aggregate amount of $100
million. If stockholders holding shares of Wyndham Common Stock with a value in
excess of this amount elect to receive cash, such cash will be allocated on a
pro rata basis among such stockholders. In connection with the Wyndham Merger,
New Patriot REIT also will assume Wyndham's existing indebtedness which is
approximately $138 million as of April 14, 1997.
In connection with the execution of the Merger Agreement, Patriot also
entered into agreements with partnerships affiliated with members of the
Trammell Crow family providing for the acquisition by New Patriot REIT of 11
full-service Wyndham-branded hotels with 3,072 rooms, located throughout the
United States (the "Crow Acquisition" and, together with the Wyndham Merger, the
"Proposed Wyndham Transactions"), for approximately $331.7 million in cash, plus
approximately $14 million in additional consideration, if two hotels meet
certain operational targets. The Wyndham Merger and the Crow Acquisition, which
will be consummated concurrently, are subject to various conditions, including,
without limitation, consummation of the Cal-Jockey Merger and the transactions
related thereto and approval of the Wyndham Merger and certain of the related
transactions by the stockholders of New Patriot REIT, New Patriot Operating
Company and Wyndham. It is currently anticipated that the stockholder meetings
to approve the Proposed Wyndham Transactions will occur in the fourth quarter of
1997.
In connection with the consummation of the Proposed Wyndham Transactions,
certain changes will be made with respect to the officers and members of the
Boards of Directors of New Patriot REIT and New Patriot Operating Company. Paul
A. Nussbaum will remain Chairman and Chief Executive Officer of New Patriot REIT
and William W. Evans III, who currently serves in Patriot's Office of the
Chairman, will become President of New Patriot REIT replacing Tom Lattin, who
will become Executive Vice President -- Property Management for New Patriot
Operating Company. James D.
<PAGE>
Carreker, Wyndham's Chairman and Chief Executive Officer, will serve as Chairman
and Chief Executive Officer of New Patriot Operating Company. Rex E. Stewart,
who currently serves as Patriot's Chief Financial Officer, will serve as Chief
Financial Officer of New Patriot Operating Company and Anne L. Raymond,
currently the Chief Financial Officer of Wyndham, will serve as Chief Financial
Officer of New Patriot REIT. It is also anticipated that the Board of Directors
of New Patriot REIT and New Patriot Operating Company will be reconstituted
in connection with the consummation of the Proposed Wyndham Transactions so that
each Board of Directors will consist of 11 members, including (i) two designees
of Wyndham and one designee of the Crow family to the New Patriot REIT Board of
Directors and (ii) three designees of Wyndham and one designee of the Crow
family to the New Patriot Operating Company. It is currently anticipated that
Harlan Crow will serve as the Crow family's representative on the New Patriot
REIT Board of Directors. The remaining members for each Board of Directors will
be selected by New Patriot REIT and will include members of Patriot's existing
Board of Directors as well as additional persons to be selected prior to the
Wyndham Merger. Paul A. Nussbaum and James D. Carreker (who will be one of the
Wyndham designees) will serve as directors or both New Patriot REIT and New
Patriot Operating Company.
A copy of the Joint Press Release of Patriot American Hospitality, Inc. and
Wyndham Hotel Corporation dated April 14, 1997 is attached hereto as Exhibit
-------
99.1 and is incorporated herein by reference.
- - ----
Also on April 14, 1997, Patriot received a commitment for up to $1.4
billion in revolving credit and term loan facilities. The syndicate of lenders
is comprised of PaineWebber Real Estate Securities, Inc., Citicorp Real Estate,
Inc., Merrill Lynch Capital Corp. and Bankers Trust Company. The credit
facilities are structured as a $600 million revolving credit facility and up to
$800 million in term loans. Patriot will utilize the revolving credit facility
for the acquisition of additional properties, businesses and other assets, for
capital expenditures and for general working capital purposes. The term loans
will be applied principally to the repayment of Patriot's existing indebtedness,
including repayment of Patriot's existing credit line, as well as to finance
cash payments made in connection with the Wyndham Merger and the Crow
Acquisition. Of the $800 million in term loans, $200 million will be designated
solely for cash payments in connection with the Wyndham Merger and the Crow
Acquisition.
The facilities will be secured by all of Patriot's assets now owned or
subsequently acquired. All of the facilities will bear interest at variable
rates based on spreads over the London Interbank Offered Rate (LIBOR). The
commitment to fund the various facilities is subject to certain conditions,
including the satisfactory completion of due diligence.
A copy of Patriot's Press Release dated April 14, 1997 relating to the
commitment is attached hereto as Exhibit 99.2 and is incorporated herein by
------------
reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) The following exhibit is filed as part of this Report:
99.1 Joint Press Release of Patriot American Hospitality, Inc. and
Wyndham Hotel Corporation dated April 14, 1997.
99.2 Press Release of Patriot American Hospitality, Inc. dated April
14, 1997.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Form 8-K to be signed on its behalf by the
undersigned hereunto duly authorized.
PATRIOT AMERICAN HOSPITALITY, INC.
/s/ Rex E. Stewart
-----------------------------------
Rex E. Stewart,
Executive Vice President and Chief
Financial Officer
Date: April 14, 1997
<PAGE>
EXHIBIT INDEX
-------------
Exhibit
-------
99.1 Joint Press Release of Patriot American Hospitality, Inc. and
Wyndham Hotel Corporation dated April 14, 1997.
99.2 Press Release of Patriot American Hospitality, Inc. dated
April 14, 1997.
<PAGE>
NEWS RELEASE EXHIBIT 99.1
------------
PATRIOT AMERICAN HOSPITALITY, INC. WYNDHAM HOTEL CORPORATION
3030 LBJ FREEWAY, SUITE 1500 2001 BRYAN, SUITE 2300
DALLAS, TX 75234 DALLAS, TX 75201
NYSE: PAH NYSE: WYN
<TABLE>
<CAPTION>
AT PATRIOT AMERICAN: FRB CHICAGO:
- - ----------------------------------------- -----------------
<S> <C> <C>
Paul Nussbaum, Chairman & CEO Claire Koeneman Bess Gallanis
Rex Stewart, CFO Analyst Inquiries Media Inquiries
(972) 888-8063 (312) 640-6784 (312) 640-6737
Suzanne Cottraux, Director of Corporate
Communications & Investor Relations
(212) 713-7917 (temporarily in New York)
(972) 888-8041 (in Dallas)
</TABLE>
AT WYNDHAM:
- - -----------
Mike Silverman, VP of Finance (212) 713-7935 (temporarily in New York), (214)
863-1265 (in Dallas)
Cary Broussard, Corporate Communications Manager, (214) 863-1337
Kate McDonough, Gavin Anderson & Co., (212) 373-0284
FOR IMMEDIATE RELEASE
MONDAY, APRIL 14, 1997
PATRIOT AMERICAN HOSPITALITY AND
WYNDHAM HOTEL CORPORATION
ANNOUNCE DEFINITIVE MERGER AGREEMENT;
PATRIOT WILL ACQUIRE WYNDHAM AND
ELEVEN HOTELS FROM RELATED PARTNERSHIPS
FOR APPROXIMATELY $1.1 BILLION
IN STOCK, CASH AND ASSUMPTION OF DEBT
TRANSACTIONS WILL MAKE PATRIOT AMERICAN
THE FIRST FULLY INTEGRATED AND NATIONALLY BRANDED PAIRED SHARE HOTEL REIT;
ADD HIGHLY VALUED WYNDHAM BRAND; PROVIDE OPERATING EXPERTISE TO PATRIOT'S PAIRED
OPERATING COMPANY
DALLAS, TX., APRIL 14, 1997 --- In a transaction that will create the nation's
first fully integrated and nationally branded paired-share hotel real estate
investment trust (REIT), Patriot American Hospitality, Inc. (NYSE:PAH) and
Wyndham Hotel Corporation (NYSE:WYN) jointly announced today that they have
entered into a definitive agreement providing for Patriot's acquisition of
Wyndham. Under terms of the merger agreement, Patriot will acquire all of the
assets of Wyndham, including Wyndham's portfolio of 23 owned or leased hotels,
with an aggregate of 4,877 rooms, management and franchise agreements associated
with Wyndham's 79 managed and franchised properties throughout North America and
the Wyndham/(sm)/, Wyndham Garden/(R)/ and Wyndham
<PAGE>
Hotels & Resorts/(sm)/ proprietary brand names for approximately $763 million
(based on Patriot's closing share price as of April 11, 1997), including
approximately $611 million in Patriot stock (up to $100 million of which may be
replaced with cash, at the option of Wyndham shareholders) and $152 million in
assumption or retirement of debt.
In addition, Patriot American announced today that it has signed a
definitive agreement with partnerships affiliated with members of the Trammell
Crow family providing for the acquisition by Patriot of 11 full-service Wyndham-
branded hotels with 3,072 rooms, located throughout the United States for
approximately $330 million in cash, plus approximately $14 million in additional
consideration subject to two of the hotels meeting certain operational targets.
Patriot expects that the acquisition of Wyndham and the purchase of the Wyndham-
branded hotels from the Crow family partnerships, transactions which together
are valued at approximately $1.1 billion, will be completed concurrently early
in the fourth quarter of 1997.
"The acquisition of Wyndham culminates Patriot's evolution from a hotel
REIT into a nationally branded, fully integrated hotel company," said Paul A.
Nussbaum, chairman and chief executive officer of Patriot American. "In Wyndham,
we will acquire an exceptional hotel management organization, along with a
respected and rapidly growing hotel brand. In acquiring Wyndham, we also
maximize the benefits arising from our acquisition of the paired share ownership
structure and take another significant step towards becoming a world-class hotel
company."
"The merger of Patriot American and Wyndham is a tremendous strategic fit,
combining Wyndham's hotel management, franchise and development businesses, with
Patriot's proven hotel acquisition and asset management expertise," said James
D. Carreker, chairman, chief executive officer and president of Wyndham. "This
combination will create a powerful new force in the hospitality industry, with
numerous avenues for growth. In joining with Patriot, we enhance our ability to
grow the Wyndham brand both nationally and internationally. Likewise, Patriot
gains the benefit of an experienced hotel management organization as it
continues to aggressively pursue its hotel acquisition strategy."
THE FIRST NATIONALLY BRANDED AND FULLY INTEGRATED HOTEL COMPANY WITH THE TAX-
- - ----------------------------------------------------------------------------
ADVANTAGED "PAIRED SHARE" OWNERSHIP STRUCTURE
- - ---------------------------------------------
As a result of its previously announced merger with California Jockey Club
and Bay Meadows Operating Company (AMEX/CJ), which is scheduled to close on or
before June 30, 1997, Patriot American will become one of only four public
companies, and one of only two hotel REITs, to enjoy the benefits of the unique
"paired share" ownership structure. Through this structure, Patriot's stock will
be paired with an operating company and traded as a single unit. Patriot will be
able to own hotels and lease them to the paired operating company, while
retaining the benefits of REIT tax status. Following the Wyndham acquisition,
Patriot will be the first paired-share REIT to integrate hotel acquisition,
ownership, management, construction and development capabilities, along with the
marketing power of a nationally-recognized hotel brand, within this uniquely
efficient corporate structure.
"The acquisition of Wyndham capitalizes on the power of the paired share
ownership structure," said Nussbaum. "Following the Wyndham acquisition, our
paired operating company will gain the knowledge and experience of the Wyndham
organization, one of the most dynamic and successful management companies in the
hospitality industry. We will also gain ownership of the
<PAGE>
Wyndham brand, which has become synonymous with high quality and superior
customer service in the upscale segment of the lodging industry. And we will
accomplish all of this while retaining the tax benefits of Patriot's REIT
status."
Nussbaum said that, from a financial perspective, Patriot expects the
acquisitions announced today to be accretive to Patriot's funds from operations
(FFO) per share upon completion, and to contribute significantly to FFO per
share growth in 1998 and future years.
Upon completion of the Cal Jockey/Bay Meadows and Wyndham transactions,
Patriot intends to rename its paired operating company as "Wyndham
International." The paired shares of Patriot American Hospitality and Wyndham
International will trade on the New York Stock Exchange under the symbol "PAH."
THE MERGER AGREEMENT
- - --------------------
Under terms of the merger agreement, Wyndham will merge with and into
Patriot, with Patriot being the surviving corporation. Each share of Wyndham
will be converted into the right to receive 0.712 paired shares of Patriot,
subject to adjustment as described below. The 0.712 exchange ratio reflects
Patriot's acquisition of Cal Jockey/Bay Meadows, which will be completed prior
to the Wyndham merger and which, for tax reasons, will involve the merger of
Patriot with and into Cal Jockey. On a pre-Cal Jockey merger basis, the exchange
ratio equates to 1.372 Patriot shares for each outstanding Wyndham share. Based
on Patriot's April 11, 1997 closing share price of $22.25, the exchange ratio
reflects a market value of $30.53 for each Wyndham share. The exchange ratio is
subject to adjustment in the event that Patriot's average share price for the
twenty trading days preceding the fifth trading day prior to the shareholders'
meetings called to approve the merger drops below a specified price (the
equivalent of approximately $21.86 on a pre-Cal Jockey merger basis). Between
this figure and another specified price (the equivalent of approximately $20.87
on a pre-Cal Jockey merger basis), the Exchange Ratio will be adjusted to
provide Wyndham shareholders with Patriot shares having a value of $30.00 based
on the average Patriot price. Below the lower figure, the Exchange Ratio will be
fixed at 0.746 (which equates to approximately 1.438 Patriot shares on a pre-Cal
Jockey merger basis), although Wyndham will have the ability to terminate the
merger agreement without liability to Patriot.
In order to maintain Patriot's status as a REIT and satisfy certain tax
issues, the shareholders of Wyndham will have the option to receive cash for a
portion of their shares in Wyndham, up to a maximum of $100 million (or
approximately 16% of the total consideration payable to Wyndham shareholders in
the merger). The cash will be apportioned on a pro rata basis among all Wyndham
shareholders who elect to receive cash for a portion of their shares. Cash
consideration per share will equal the market value (based on a trailing
average) of the paired shares otherwise issuable in exchange for outstanding
Wyndham shares.
The merger is expected to be tax-free to shareholders of Wyndham with
respect to the REIT portion of the paired shares received by such shareholders.
The paired operating company portion (which is expected to represent 5% to 10%
of the total consideration) of the paired shares, as well as any cash received
by Wyndham shareholders in lieu of paired shares, will generally be taxable to
the shareholders of Wyndham.
<PAGE>
A FULLY INTEGRATED MANAGEMENT ORGANIZATION
- - ------------------------------------------
Following the acquisition of Wyndham, Paul Nussbaum will continue to serve
as chairman and chief executive officer of Patriot, with responsibility for all
of Patriot's activities, including acquisitions, asset management, financing and
strategic planning. William W. Evans III, who currently serves in Patriot's
office of the chairman, will assume the position of president of Patriot and
will be appointed to Patriot's board. Anne L. Raymond, currently chief financial
officer of Wyndham, will serve as chief financial officer of Patriot following
the merger.
Following the merger, James D. Carreker, Wyndham's chairman, chief
executive officer and president, will serve as chairman and chief executive
officer of Patriot's paired operating company, Wyndham International. Thomas W.
Lattin, who currently serves as Patriot's president, will assume a senior
position at Wyndham International, as executive vice president overseeing the
continuing development of the Wyndham brand name through third-party management
and franchising. Rex E. Stewart, who currently serves as chief financial officer
of Patriot, will serve as chief financial officer of Wyndham International.
Wyndham International will include the Carefree Resorts organization, for
management of the Carefree Resorts portfolio acquired by Patriot in January, and
an Historic Hotels Division, for management of the Grand Heritage Hotel
portfolio and other historic or landmark hotel properties. Both the Carefree
Resorts organization and the Historic Hotels Division will report to Mr.
Carreker.
"The senior executive teams of Patriot and Wyndham complement each other
very well," said Nussbaum. "As a result of the merger, as well as our
acquisition of Carefree Resorts in January and our planned acquisition of Grand
Heritage Hotels, we will have one of the deepest and most experienced management
organizations in the lodging industry, with expertise in all phases of the
business, from acquisitions to brand management, from operations to construction
and development."
"On a personal level, Jim Carreker and I have known each other for many
years," said Nussbaum. "We worked together closely last year to develop a lessee
relationship between Patriot and Wyndham. I am particularly pleased that Jim
will serve as chairman and chief executive officer of the paired operating
company and that members of the Wyndham management team will be integrated
throughout our combined organization. The paired operating company, as well as
Patriot as a whole, will benefit from Jim's leadership and the skills of the
team he has developed at Wyndham."
Patriot also announced that, following the merger with Wyndham, the Board
of Directors of Patriot and its paired operating company will each consist of 11
members, including three designees of Wyndham to the Wyndham International Board
and two designees of Wyndham to the Patriot board. The Crow family will also
have the right to designate one member of both boards. It is currently
anticipated that Harlan Crow, Managing Partner of Crow Family Holdings, will
serve as the designee of the Crow family to the Patriot Board. The remaining
directors for each Board will be selected by Patriot and will include members of
Patriot's existing Board as well as additional members to be selected prior to
the merger. Paul Nussbaum, the chairman of Patriot, will also serve as a
director of the paired operating company. James Carreker, the chairman of
Wyndham International, will also serve on the Board of Patriot as one of the two
Wyndham designees.
<PAGE>
THE COMBINED PORTFOLIO
- - ----------------------
Upon completion of the transactions announced today, as well as the
previously announced acquisition of Grand Heritage Hotels, Patriot American's
hotel portfolio will include 88 owned or leased hotels, aggregating over 20,500
rooms, located in major markets and primary tourist destinations throughout the
United States, as well as in Canada and the Caribbean. Additionally, apart from
these transactions, Patriot American has signed contracts or letters of intent
to acquire 19 hotels, aggregating over 4,600 rooms, for an aggregate purchase
price (excluding related acquisition costs) of approximately $441 million.
Assuming completion of these acquisitions, substantially all of which are
currently expected to close prior to completion of the Wyndham merger, Patriot's
post-merger portfolio will include 107 owned or leased hotels, with over 25,000
rooms. In addition to the owned portfolio, following the Grand Heritage
acquisition and the Wyndham merger, Patriot and its paired operating company
will manage or franchise 81 hotels (including 14 hotels currently under
construction), aggregating over 17,800 rooms, located throughout North America.
Finally, Patriot will own three upscale hotel brands: Wyndham, Carefree Resorts
and Grand Heritage.
"The combined company will be well positioned to optimize growth
opportunities, both in the acquisition of additional hotels and in the
development of Wyndham's management and franchise businesses," said Nussbaum.
"Notably, Patriot will directly own or lease more than half of the hotels in its
portfolio. This creates a solid base from which to grow the management business
and continue to build value in our various brands."
"From a hotel acquisitions perspective, Patriot will have the ability to
maximize returns on newly-acquired properties by leasing them to Wyndham
International," said Carreker. "Additionally, Patriot will have the ability to
create value by reflagging existing and subsequently acquired properties
utilizing one of our own proprietary brands. This serves to capture for our
shareholders the cash flow in management and franchise fees that would otherwise
be paid to third parties and, perhaps more importantly, serves to build equity
and public awareness in the brands we own."
In addition to Wyndham, Grand Heritage and Carefree Resort properties,
Patriot's portfolio also includes hotels operating under numerous national and
international hotel brands, including Marriott, Doubletree, Hilton, Hyatt,
Holiday Inn, Four Points by Sheraton, Radisson, Embassy Suites and WestCoast. As
part of its continuing hotel acquisition strategy, Patriot has established
relationships with various hotel management and franchise companies. "We intend
to maintain our relationships with other major hotel companies, and to continue
to encourage such companies to bring acquisition opportunities to Patriot," said
Nussbaum. "At the same time, we fully intend to maximize the value of our own
brands by reflagging properties or by adding the Wyndham flag to unbranded
hotels within our portfolio."
<PAGE>
CAL JOCKEY/BAY MEADOWS MERGER REMAINS ON-TRACK
- - ----------------------------------------------
In announcing the merger with Wyndham, executives of Patriot reiterated
Patriot's commitment to complete Patriot's merger with Cal Jockey and Bay
Meadows as expeditiously as possible. Patriot announced that it will soon file
revised proxy materials with the Securities and Exchange Commission for the Cal
Jockey/Bay Meadows merger. "We are absolutely committed to completing the Cal
Jockey/Bay Meadows merger," said Nussbaum. "We have remained in regular contact
with management and the Boards of Cal Jockey and Bay Meadows and are working
closely with them in preparing definitive proxy materials. In this regard, we
expect to distribute proxies and convene shareholder meetings to complete the
Cal Jockey/Bay Meadows merger on or before June 30, 1997."
SHAREHOLDER VOTE ON WYNDHAM MERGER EXPECTED IN THE FOURTH QUARTER
- - -----------------------------------------------------------------
The definitive merger agreement between Patriot American and Wyndham has
been unanimously approved by the Board of Directors of both companies and by the
Special Committee of Wyndham's Board formed to independently review the merger
and the merger agreement. In connection with the merger, Patriot American has
received a fairness opinion from its financial advisor, PaineWebber
Incorporated. Wyndham has received a fairness opinion with respect to the merger
from its financial advisor, Smith Barney, Inc., and the Special Committee of the
Wyndham Board of Directors has received a separate fairness opinion from its
financial advisor, Merrill Lynch and Co. The merger agreement is subject to
approval by the shareholders of both companies and is also subject to various
closing conditions, including the prior completion of Cal Jockey/Bay Meadows
merger and the concurrent completion of a substantial number of the hotel
acquisitions contemplated by Patriot's agreement with the Crow family
partnerships. In the event that Wyndham terminates the merger agreement under
certain circumstances, including in order to pursue a superior proposal (as
defined in the merger agreement), Wyndham will be obligated to pay Patriot
American certain break-up fees, as specified in the merger agreement. If Patriot
American terminates the merger agreement under certain circumstances, it will be
required to pay certain break-up fees to Wyndham. Patriot American and Wyndham
have announced that they intend to complete proxy materials as expeditiously as
possible following the Cal Jockey/Bay Meadows merger and to submit the Wyndham
merger to shareholder votes early in the fourth quarter.
In connection with the signing of the merger agreement, certain significant
Wyndham shareholders, including members of the Crow family and executive
officers of Wyndham, who hold an aggregate of approximately 59% of Wyndham's
outstanding shares, have agreed with Patriot to vote their shares in favor of
the merger. These voting agreements are terminable in the event that Wyndham
terminates the merger agreement under certain circumstances.
<PAGE>
ABOUT WYNDHAM
- - -------------
Based in Dallas, Texas, Wyndham Hotel Corporation is an international hotel
company operating upscale hotels primarily under the Wyndham brand name. The
Wyndham brand consists of three upscale full-service hotel products: Wyndham
Hotels, Wyndham Garden Hotels and Wyndham Resorts. The Wyndham brand is tailored
to urban, suburban and select resort markets to best serve its core customers,
which include individual and group business travelers. While the Company's core
business is managing upscale Wyndham brand products, the Company also manages
non-Wyndham properties, including extended stay hotels under the Homegate
Studios & Suites brand. Wyndham Hotel Corporation has been committed to growth
through development, acquisitions, third-party management contracts and by
investing in the development of the Wyndham brand.
ABOUT PATRIOT AMERICAN
- - ----------------------
Patriot American is currently the nation's second-largest hotel REIT, with
a portfolio of 54 hotels with over 12,500 rooms. Upon completion of its
acquisition of California Jockey Club and Bay Meadows Operating Company, Patriot
American will be one of only two paired-share hotel REITs, a structure which
will allow the company maximum flexibility to lease newly acquired properties to
its paired operating company or to independent lessees, as situations warrant.
Having tripled the size of its rooms portfolio in the 18 months since its IPO,
Patriot American is continuing to acquire full-service hotel properties
throughout North America.
FORWARD LOOKING STATEMENTS
- - --------------------------
Certain matters discussed in this press release may constitute forward-
looking statements within the meaning of the federal securities laws. Actual
results and the timing of certain events could differ materially from those
projected in or contemplated by the forward-looking statements due to a number
of factors, including general economic conditions, competition for hotel
services in a given market, the availability of equity and debt financing,
interest rates and other risks detailed from time to time in the filings of
Patriot American Hospitality, Inc. and Wyndham Hotel Corporation with the
Securities and Exchange Commission, including quarterly reports on Form 10-Q,
reports on Form 8-K and annual reports on Form 10-K. Reference is hereby made to
the "Risk Factors" set forth in the Forms 10-K for the fiscal year ended
December 31, 1996 filed by Patriot American Hospitality, Inc. and Wyndham Hotel
Corporation.
TABLE TO FOLLOW
<PAGE>
HOTEL ASSETS PATRIOT WILL ACQUIRE FROM PARTNERSHIPS RELATED TO THE TRAMMELL CROW
- - --------------------------------------------------------------------------------
FAMILY
- - ------
<TABLE>
<CAPTION>
HOTELS HOTEL LOCATION ROOMS
- - --------------------------------------- ----------------- -----
<S> <C> <C>
Wyndham Bel Age Los Angeles, CA. 199
Wyndham Franklin Plaza Philadelphia, PA. 758
Wyndham Milwaukee Center Milwaukee, WI. 221
Wyndham Riverfront Hotel, New Orleans New Orleans, LA. 202
Wyndham Northwest Chicago Chicago, IL. 408
Wyndham Palm Springs Palm Springs, CA. 410
Wyndham Garden Hotel-Las Colinas Dallas, TX. 168
Wyndham Garden Hotel-Novi Detroit, MI. 148
Wyndham Garden Hotel-Pleasanton Pleasanton, CA. 171
Wyndham Garden Hotel-Wood Dale Chicago, IL. 162
Garden Hotel-La Guardia Airport New York, NY 225
</TABLE>
<PAGE>
EXHIBIT 99.2
------------
<TABLE>
<CAPTION>
AT THE COMPANY: FRB CHICAGO:
<S> <C> <C>
Paul Nussbaum, Chairman & CEO Claire Koeneman Bess Gallanis
Rex Stewart, CFO Analyst Inquiries Media Inquiries
(972) 888-8063 (312) 640-6784 (312) 640-6737
Suzanne Cottraux, Director of Corporate
Communications & Investor Relations
(212) 713-7917 (in New York)
(972) 888-8041 (in Dallas)
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FOR IMMEDIATE RELEASE
MONDAY, APRIL 14, 1997
PATRIOT AMERICAN ANNOUNCES COMMITMENT FOR UP TO $1.4 BILLION IN REVOLVING CREDIT
AND TERM LOAN FACILITIES
DALLAS, TX, APRIL 14, 1997--Patriot American Hospitality, Inc., one of the
nation's largest hotel real estate investment trusts (REIT), announced today the
signing of a commitment for up to $1.4 billion in revolving credit and term loan
facilities. The syndicate of lenders is comprised of Paine Webber Real Estate
Securities Inc., Citicorp Real Estate, Inc., Merrill Lynch Capital Corp. and
Bankers Trust Company.
The credit facilities are structured as a $600 million revolving credit
facility and up to $800 million in term loans. Patriot will utilize the
revolving credit facility for the acquisition of additional properties,
businesses and other assets, for capital expenditures and for general working
capital purposes. The term loans will be applied principally to the repayment of
Patriot's existing indebtedness, including repayment of Patriot's existing
credit line, as well as to finance cash payments made in connection with
Patriot's acquisition of Wyndham Hotel Corporation (the agreement for which was
announced in a separate press release today) and the related acquisition of 11
hotels from partnerships affiliated with members of the Trammell Crow family. Of
the $800 million in term loans, $200 million will be designated solely for cash
payments in connection with the Wyndham acquisition and related hotel
acquisitions.
The facilities will be secured by all of Patriot's assets now owned or
subsequently acquired. All of the facilities will bear interest at variable
rates based on spreads over the London Interbank Offered Rate (LIBOR). The
commitment to fund the various facilities is subject to certain conditions,
including the satisfactory completion of due diligence.
"We are pleased to announce agreement on these credit facilities, which
will provide adequate financing for Patriot to complete its acquisition of
Wyndham Hotel Corporation and 11 hotels from related partnerships, refinance
existing debt and fund Patriot's continuing hotel acquisition program," said
William W. Evans III, who serves in Patriot's Office of the Chairman and
directed negotiations on the credit facilities for Patriot. "Patriot's strategy
has consistently
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been to maintain maximum financial flexibility to take advantage of acquisition
opportunities as they arise. These facilities ensure that Patriot maintains this
flexibility, which has contributed significantly to Patriot's rapid growth."
Patriot American is currently the nation's second-largest hotel REIT, with
a portfolio of 54 hotels representing more than 12,500 rooms. Upon completion of
its acquisition of California Jockey Club and Bay Meadows Operating Company,
Patriot American will be one of only two paired-share hotel REITs, a structure
which will allow the company maximum flexibility to lease newly acquired
properties to its paired operating company or to independent lessees, as
situations warrant. Having tripled the size of its rooms portfolio in the 18
months since its IPO, Patriot American is continuing to acquire full-service
hotel properties throughout North America.
Certain matters discussed in this press release may constitute forward-
looking statements within the meaning of the federal securities laws. Actual
results and the timing of certain events could differ materially from those
projected in or contemplated by the forward-looking statements due to a number
of factors, including general economic conditions, competition for hotel
services in a given market, the availability of equity and debt financing,
interest rates and other risks detailed from time to time in the filings of
Patriot American Hospitality, Inc. with the Securities and Exchange Commission,
including quarterly reports on Form 10-Q, reports on Form 8-K and annual reports
on Form 10-K. Reference is hereby made to the "Risk Factors" set forth in the
Form 10-K for the fiscal year ended December 31, 1996 filed by Patriot American
Hospitality, Inc .
