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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
WYNDHAM HOTEL CORPORATION
(Exact name of Registrant as Specified in its Charter)
DELAWARE 1-11723 75-263-6072
(State of Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
2001 BRYAN STREET, SUITE 2300 75201
DALLAS, TEXAS (Zip Code)
(Address of Principal Executive Offices)
(214) 863-1000
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year,
if change since last report)
Index to Exhibits appears on page 4 herein.
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ITEM 5. OTHER EVENTS
On April 14, 1997, Wyndham Hotel Corporation ("Wyndham") entered into a
merger agreement with Patriot American Hospitality, Inc. ("Patriot"), which
also entered into a related stock purchase agreement (collectively, the
"Patriot Merger Agreement"), pursuant to which Wyndham will merge 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 (the "Patriot Merger"). As a result of the
Patriot Merger, New Patriot REIT will acquire all of the assets of Wyndham,
including Wyndham's portfolio of 23 owned and 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 Patriot Merger Agreement,
each outstanding share of common stock of Wyndham ("Wyndham Common Stock") will
be converted into the right to receive 0.712 shares (the "Patriot 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 Patriot 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
Wyndham stockholders' meeting called to approve the Patriot 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 Patriot
Exchange Ratio will be adjusted so that each outstanding share of Wyndham
Common Stock will be converted into the right to receive a number of Paired
Shares equal to $30.00 divided by 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 Patriot Exchange Ratio, which at that point would equate to
0.746 Paired Shares per share of Wyndham Common Stock; however, in such
circumstances, Wyndham has the right, waivable by it, to terminate the Patriot
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 Patriot Exchange Ratio (as it may be adjusted) multiplied by
the average of the closing prices of the Paired Shares on the five trading days
immediately preceding the closing of the Patriot Merger, 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 Patriot Merger, New Patriot REIT will assume Wyndham's
existing indebtedness, which is approximately $138 million as of April 14,
1997.
In connection with the execution of the Patriot 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, for approximately $331.7 million in cash, plus approximately
$14 million in additional consideration if two hotels meet certain
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operational targets (the "Crow Acquisition" and, collectively with the Patriot
Merger, the "Proposed Patriot Transactions"). The Patriot Merger and the Crow
Acquisition, which will be consummated concurrently, are subject to various
conditions including, without limitation, the consummation of the Cal-Jockey
Merger and the transactions related thereto and the approval of the Patriot
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 Patriot
Transactions will occur in the fourth quarter of 1997.
In connection with the consummation of the Proposed Patriot
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. James D. Carreker, Wyndham's Chairman and Chief Executive
Officer, will serve as Chairman and Chief Executive Officer of 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. 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 Patriot Transactions so that
each Board of Directors will consist of 11 members, including (i) two designees
of Wyndham and one designee of the Trammell Crow family to the New Patriot REIT
Board of Directors and (ii) three designees of Wyndham and one designee of the
Trammell Crow family to the New Patriot Operating Company. It is currently
anticipated that Harlan Crow will serve as the Trammell 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 Patriot Merger. Paul A.
Nussbaum and James D. Carreker (who will be one of the Wyndham designees) will
serve as directors of 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.
On April 14, 1997, an action styled Kwalbrun v. James D. Carreker, et.
al., was filed in the Delaware Court of Chancery in and for New Castle County,
purportedly as a class action on behalf of Wyndham stockholders, against
Wyndham, Patriot and the members of the Board of Directors of Wyndham. The
complaint alleges that the Wyndham Board of Directors breached its fiduciary
duties owed to Wyndham's public stockholders in connection with the Board of
Directors' approval of the Patriot Merger. In particular, the complaint
alleges that the Patriot Merger was
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negotiated at the expense of Wyndham's public stockholders, and that the Wyndham
Board of Directors permitted Patriot to negotiate on more favorable terms the
Crow Acquisition with members of the Trammell Crow family. The complaint seeks
to enjoin, preliminarily and permanently, consummation of the Patriot Merger
under the terms presently proposed and also seeks unspecified damages. The
defendants deny the allegations in the complaint and expect to defend the
action vigorously.
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.
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.
WYNDHAM HOTEL CORPORATION
/s/ James D . Carreker
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James D. Carreker
Chairman and Chief Executive Officer
Date: April 23, 1997
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EXHIBIT INDEX
Exhibit
99.1 Joint Press Release of Patriot American Hospitality, Inc. and
Wyndham Hotel Corporation dated April 14, 1997.
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