SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Patriot American Hospitality, Inc. Patriot American Hospitality
- ------------------------------------ ------------------------------------
(Exact name of registrant or Operating Company
organization) -----------------
(Exact name of registrant or
organization)
Delaware Delaware
- ------------------------------------ ------------------------------------
(State of incorporation or (State of incorporation or
organization) organization)
94-0358820 94-2878485
- ------------------------------------ ------------------------------------
(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
3030 LBJ Freeway, Suite 1500 3030 LBJ Freeway, Suite 1500
Dallas, TX 75234 Dallas, TX 75234
- ------------------------------------ ------------------------------------
(Address of principal executive (Address of principal executive
officers) officers)
If this Form relates to the If this Form relates to the
registration of a class of debt registration of a class of debt
securities and is effective upon securities and is effective upon
filing pursuant to General filing pursuant to General
Instruction A(c)(1) please check Instruction A(c)(1) please check
the following box. [_] the following box. [_]
If this Form relates to the If this Form relates to the
registration of a class of debt registration of a class of debt
securities and is to become securities and is to become
effective simultaneously with effective simultaneously with
the effectiveness of a concurrent the effectiveness of a concurrent
registration statement under the registration statement under the
Securities Act of 1933 pursuant to Securities Act of 1933 pursuant to
General Instruction A(c)(2) please General Instruction A(c)(2) please
check the following box. [_] check the following box. [_]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of class to be so registered Title of class to be so registered
- ------------------------------------ ------------------------------------
Common Stock, par value $.01 Common Stock, par value $.01
Name of each exchange on which each Name of each exchange on which each
class is to be registered class is to be registered
- ------------------------------------ ------------------------------------
The New York Stock Exchange The New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrants' Securities to be Registered
-------------------------------------------------------
A description of the shares of common stock, par value $.01, of Patriot
American Hospitality, Inc. and the shares of common stock, par value $.01, of
Patriot American Hospitality Operating Company, which shares are paired and
trade as a single unit, is set forth under the heading "Description of Capital
Stock" in the Registration Statement on Form S-4 (Registration Statement Nos.
333-2805 and 333-2805-1) of California Jockey Club and Bay Meadows Operating
Company (predecessors of Patriot American Hospitality, Inc. and Patriot American
Hospitality Operating Company, respectively) filed under the Securities Act of
1933, as amended, with the Securities and Exchange Commission, which information
is incorporated herein by reference.
Item 2. Exhibits
--------
(1) Annual Report on Form 10-K for California Jockey Club and Bay Meadows
Operating Company (Nos. 001-09319 and 001-09320) for the fiscal year
ended December 31, 1996.
(2) Current Reports on Form 8-K dated (i) February 24, 1997 (Nos. 001-
09319 and 001-09320 filed March 3, 1997) and (ii) May 28, 1997 (Nos.
001-09319 and 001-09320 filed June 5, 1997).
(3) Quarterly Report on Form 10-Q (Nos. 001-09319 and 001-09320) for the
fiscal quarter ended March 31, 1997.
(4) Quarterly Report on Form 10-Q/A (Nos. 001-09319 and 001-09320) for the
fiscal quarter ended March 31, 1997 (filed May 16, 1997).
(5) Joint Proxy Statement/Prospectus of California Jockey Club, Bay Meadows
Operating Company and Patriot American Hospitality, Inc., which
constitutes a part of the Registration Statement on Form S-4 of
California Jockey Club and Bay Meadows Operating Company (Registration
Statement Nos. 333-28085 and 333-28085-1), as mailed to stockholders of
California Jockey Club and Bay Meadows Operating Company.
(6) Joint Proxy Statement/Prospectus of California Jockey Club, Bay Meadows
Operating Company and Patriot American Hospitality, Inc., which
constitutes a part of the Registration Statement on Form S-4 of
California Jockey Club and Bay Meadows Operating Company (Registration
Statement Nos. 333-28085 and 333-28085-1), as mailed to stockholders of
Patriot American Hospitality, Inc.
(7) Amended and Restated Certificate of Incorporation of Patriot American
Hospitality, Inc.
(8) Amended and Restated Bylaws of Patriot American Hospitality, Inc.
(9) Amended and Restated Certificate of Incorporation of Patriot American
Hospitality Operating Company.
(10) Amended and Restated Bylaws of Patriot American Hospitality Operating
Company.
(11) A specimen certificate for shares of Common Stock of Patriot American
Hospitality, Inc. and shares of Common Stock of Patriot American
Hospitality Operating Company.
SIGNATURES
----------
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, as amended, the Registrants have duly caused this amended registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
PATRIOT AMERICAN HOSPITALITY, INC.
June 24, 1997 By: /s/ Cindy Pervenanze
--------------------
Name: Cindy Pervenanze
Title: Vice President - Financial
Reporting
PATRIOT AMERICAN HOSPITALITY
OPERATING COMPANY
June 24, 1997 By: /s/ Cindy Pervenanze
--------------------
Name: Cindy Pervenanze
Title: Vice President - Financial
Reporting
EXHIBIT INDEX
Exhibit
-------
(1) Annual Report on Form 10-K for California Jockey Club and Bay Meadows
Operating Company (Nos. 001-09319 and 001-09320) for the fiscal year
ended December 31, 1996.
(2) Current Reports on Form 8-K dated (i) February 24, 1997 (Nos. 001-
09319 and 001-09320 filed March 3, 1997) and (ii) May 28, 1997 (Nos.
001-09319 and 001-09320 filed June 5, 1997).
(3) Quarterly Report on Form 10-Q (Nos. 001-09319 and 001-09320) for the
fiscal quarter ended March 31, 1997.
(4) Quarterly Report on Form 10-Q/A (Nos. 001-09319 and 001-09320) for the
fiscal quarter ended March 31, 1997 (filed May 16, 1997).
(5) Joint Proxy Statement/Prospectus of California Jockey Club, Bay Meadows
Operating Company and Patriot American Hospitality, Inc., which
constitutes a part of the Registration Statement on Form S-4 of
California Jockey Club and Bay Meadows Operating Company (Registration
Statement Nos. 333-28085 and 333-28085-1), as mailed to stockholders of
California Jockey Club and Bay Meadows Operating Company.
(6) Joint Proxy Statement/Prospectus of California Jockey Club, Bay Meadows
Operating Company and Patriot American Hospitality, Inc., which
constitutes a part of the Registration Statement on Form S-4 of
California Jockey Club and Bay Meadows Operating Company (Registration
Statement Nos. 333-28085 and 333-28085-1), as mailed to stockholders of
Patriot American Hospitality, Inc.
(7) Amended and Restated Certificate of Incorporation of Patriot American
Hospitality, Inc.
(8) Amended and Restated Bylaws of Patriot American Hospitality, Inc.
(9) Amended and Restated Certificate of Incorporation of Patriot American
Hospitality Operating Company.
(10) Amended and Restated Bylaws of Patriot American Hospitality Operating
Company.
(11) A specimen certificate for shares of Common Stock of Patriot American
Hospitality, Inc. and shares of Common Stock of Patriot American
Hospitality Operating Company.