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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31,1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition from _______________ to _______________
Commission file number 1-11723
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WYNDHAM HOTEL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 75-2636072
- ---------------------------------------- ------------------
(State of other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
2001 Bryan Street, Suite 2300
Dallas, Texas 75201
- ---------------------------------------- ------------------
(address of principal executive offices) (Zip Code)
(214) 863-1000
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(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorten period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirement for the past 90 days.
YES X NO
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The number of shares outstanding of the issuer's common stock as of May 9, 1997:
Common Stock, $.01 par value - 20,018,299 shares.
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WYNDHAM HOTEL CORPORATION
FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 1997
INDEX
PART I - FINANCIAL INFORMATION PAGE
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ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
Consolidated Balance Sheets - December 31, 1996 and March 31, 1997 ........ 3
Consolidated Statements of Income - Three Months Ended March 31,
1996 and 1997 ............................................................. 4
Consolidated Statements of Cash Flows - Three Months Ended March 31,
1996 and 1997 ............................................................. 5
Notes to Consolidated Financial Statements ................................ 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Overview .................................................................. 13
Results of Operations ..................................................... 15
Liquidity and Capital Resources ........................................... 17
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS ................................................ 18
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS .............. 18
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K ................................. 19
SIGNATURES ................................................................ 28
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PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
WYNDHAM HOTEL CORPORATION
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
DECEMBER 31, MARCH 31,
1996 1997
------------ ------------
(UNAUDITED)
ASSETS
Current assets:
Cash and cash equivalents ............................ $ 11,517 $ 7,087
Cash, restricted ..................................... 865 450
Accounts receivable, less allowance of $941 at
December 31, 1996 and $1,335 at March 31, 1997 ..... 13,330 18,743
Due from affiliates .................................. 12,686 19,665
Inventories .......................................... 1,430 1,417
Deferred income taxes ................................ 1,539 2,045
Other ................................................ 1,412 1,174
------------ ------------
Total current assets ............................. 42,779 50,581
Investment in a hotel partnerships ..................... 1,125 1,091
Notes and other receivables from affiliates ............ 7,685 7,685
Notes receivable ....................................... 6,307 6,340
Property and equipment, net ............................ 134,176 140,923
Management contract costs, net ......................... 7,766 9,990
Security deposits ...................................... 15,288 24,456
Deferred income taxes .................................. 14,148 13,584
Other .................................................. 13,688 12,944
------------ ------------
Total assets ..................................... $ 242,962 $ 267,594
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses ................ $ 23,556 $ 32,879
Deposits ............................................. 959 963
Deposits from affiliates ............................. 344 344
Current portion of long-term debt and capital
lease obligations .................................. 510 522
------------ ------------
Total current liabilities ........................ 25,369 34,708
------------ ------------
Borrowings under revolving credit facility ............. -- 8,000
Long-term debt and capital lease obligations ........... 129,944 129,809
Deferred gain .......................................... 12,065 11,880
------------ ------------
142,009 149,689
------------ ------------
Stockholders' equity:
Common stock ......................................... 200 200
Additional paid-in capital ........................... 84,342 84,342
Retained earnings .................................... 11,714 16,549
Receivables from affiliates .......................... (1,223) (1,255)
Notes receivable from stockholders ................... (19,449) (16,639)
------------ ------------
Total stockholders' equity ....................... 75,584 83,197
------------ ------------
Total liabilities and stockholders' equity ... $ 242,962 $ 267,594
============ ============
The accompanying notes are an integral part
of the consolidated financial statements.
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WYNDHAM HOTEL CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE AMOUNT)
THREE MONTHS ENDED
MARCH 31,
--------------------
1996 1997
-------- --------
(UNAUDITED)
Revenues:
Hotel revenues ...................................... $ 16,829 $ 42,325
Management fees ..................................... 2,601 2,121
Management fees - affiliates ........................ 2,601 3,978
Service fees ........................................ 410 494
Service fees - affiliates ........................... 554 566
Reimbursements ...................................... 1,626 1,341
Reimbursements - affiliates ......................... 1,956 2,028
Other ............................................... 33 --
-------- --------
Total revenues .................................. 26,610 52,853
-------- --------
Operating costs and expenses:
Hotel expenses ...................................... 10,352 31,186
Selling, general and administrative expenses ........ 4,273 5,395
Reimbursable expenses ............................... 1,626 1,341
Reimbursable expenses - affiliates .................. 1,956 2,028
Depreciation and amortization ....................... 1,661 2,559
-------- --------
Total operating costs and expenses .............. 19,868 42,509
-------- --------
Operating income ...................................... 6,742 10,344
Interest income ....................................... 126 445
Interest income - affiliates .......................... 178 186
Interest expense ...................................... (2,114) (3,550)
Equity in earnings (loss) of hotel partnerships ....... 828 (34)
Amortization of deferred gain ......................... -- 185
-------- --------
Income before minority interests and income taxes ..... 5,760 7,576
Income attributable to minority interests ............. 593 --
-------- --------
Income before income taxes ............................ 5,167 7,576
Provision for income taxes ............................ -- 2,992
-------- --------
Net income ............................................ $ 5,167 $ 4,584
======== ========
Earnings per share: Primary and fully diluted ........ N/A $ .23
Average number of common shares outstanding ........... N/A 20,018
The accompanying notes are an integral part
of the consolidated financial statements.
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WYNDHAM HOTEL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
THREE MONTHS ENDED
MARCH 31,
--------------------
1996 1997
-------- --------
(UNAUDITED)
Cash flows from operating activities:
Net income ........................................................... $ 5,167 $ 4,584
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization ...................................... 1,661 2,223
Deferred income taxes .............................................. -- 58
Provision for bad debt ............................................. 119 423
Amortization of deferred debt issuance costs ....................... -- 336
Amortization of deferred gain ...................................... -- (185)
Equity in (earnings) loss of hotel partnerships .................... (455) 34
Minority interest .................................................. 593 --
Net withdrawals from restricted cash ............................... 120 416
Changes to operating assets and liabilities:
Accounts receivable ................................................ (2,904) (6,166)
Net change in due to/from affiliates ............................... (716) (6,980)
Inventories ........................................................ (42) 12
Other .............................................................. 239 (1,454)
Current income taxes ............................................... -- 2,934
Accounts payable and accrued expenses .............................. 757 6,388
Deposits ........................................................... (714) 4
Deposits from affiliates ........................................... (38) --
Security deposits .................................................. -- (7,107)
-------- --------
Net cash provided by (used in) operating activities ............ 3,787 (4,480)
-------- --------
Cash flows from investing activities:
Purchase of property and equipment ................................. (562) (8,733)
Investments in management contracts ................................ (23) (2,078)
Notes and other receivables from affiliates ........................ (36) --
Advances on notes receivable ....................................... -- (53)
Increase in long-term restricted cash .............................. (32) (45)
Collections on notes receivable .................................... -- 20
Other .............................................................. (2,474) --
-------- --------
Net cash used in investing activities .......................... (3,127) (10,889)
-------- --------
Cash flows from financing activities:
Partners' contributed capital ...................................... 4,791 --
Partners' capital distributions .................................... (4,980) --
Increase in payable to minority interest ........................... 4 --
Proceeds from borrowings under revolving credit facility ........... -- 10,750
Repayments on revolving credit facility ............................ -- (2,750)
Proceeds from long-term borrowings ................................. 2,540 9,675
Repayments on long-term borrowings and capital lease obligations ... (1,091) (9,798)
Collections on notes receivable from stockholders .................. -- 3,062
-------- --------
Net cash provided by financing activities ...................... 1,264 10,939
-------- --------
Increase (decrease) in cash and cash equivalents ....................... 1,924 (4,430)
Cash and cash equivalents at beginning of period ....................... 4,160 11,517
-------- --------
Cash and cash equivalents at end of period ............................. $ 6,084 $ 7,087
======== ========
The accompanying notes are an integral part of
the consolidated financial statements.
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WYNDHAM HOTEL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PRESENTATION:
Wyndham Hotel Corporation ("WHC") was incorporated and formed in
February 1996. The accompanying consolidated financial statements of WHC at
December 31, 1996 and March 31, 1997 and for the three months ended March
31, 1997 include the accounts of WHC, its wholly owned subsidiaries and a
30% owned hotel entity which is accounted for using the equity method
(collectively, the "Company"). Financial statements for the three months
ended March 31, 1996 relating to the period prior to the Company's formation
include the combined accounts of WHC and its majority owned entities. All
significant intercompany balances and transactions have been eliminated.
These unaudited consolidated financial statements have been prepared in
accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Rule 10-01
of Regulation S-X. They do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments (consisting of
normal recurring accruals) considered necessary for a fair presentation at
March 31, 1997 have been included. Operating results for the three months
ended March 31, 1997 are not necessarily indicative of the operating results
for the year ending December 31, 1997. These financial statements should be
read in conjunction with the consolidated financial statements and footnotes
thereto included in the annual report on Form 10-K of the Company for the
year ended December 31, 1996.
Certain prior period amounts have been reclassified to conform to the
current period presentation.
2. ACQUISITION OF LEASE AGREEMENT:
In January 1997, the Company entered into a lease agreement relating to
the Wyndham hotel property in Salt Lake City. The lease is qualified as an
operating lease. The lease required the Company to make deposits totaling
$10.0 million with the lessor. The deposits were funded with cash borrowed
under the revolving credit facility. The minimum rent under the lease is
$4.4 million per year. Beginning January 1998 through the end of the term
of the lease, additional rent ranging from 5% to 8% of the excess total
hotel sales, as defined, will be paid.
3. EARNINGS PER SHARE:
Earnings per share for the quarter ended March 31, 1997 are computed
based on the weighted average number of shares of common stock outstanding.
The impact of common stock equivalents to earnings per share is immaterial.
Earnings per share data for the quarter ended March 31, 1996 relates to
period prior to the Company's initial public offerings and therefore is not
presented.
In February 1997, Financial Accounting Standard Board issued Statement
of Financial Accounting Standards No. 128 ("SFAS 128"), Earnings Per Share
("EPS"). SFAS 128 requires basic EPS to be computed by dividing income
available to common stockholders by the weighted-average number of common
shares outstanding for the period and diluted EPS to reflect the potential
dilution that could occur if securities or other contracts to issue common
stock were exercised or converted into common stock or resulted in the
issuance of common stock that then shared in the earnings of the entity.
SFAS 128 is effective for financial statements issued for periods ending
after December 15, 1997 and requires restatement of all prior period EPS
data presented. Earlier application is not permitted. The impact of the
implementation of SFAS 128 on the Company's consolidated financial
statements is expected to be immaterial. Basic EPS and diluted EPS would
have been $.23 and $.22, respectively, for the quarter ended March 31, 1997
if SFAS 128 were adopted.
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4. REFINANCE OF DEBT:
In February 1997, the Company, through a financial institution and a
county authority, issued revenue bonds totaling $9,675,000. The bonds were
issued to refinance the existing bonds that the Company assumed in the
acquisition of the Wyndham Vinings Hotel in May 1996. The bonds initially
bear interest at a weekly rate (the "Weekly Rate Period") determined in
accordance with the indenture of the bonds based on prevailing financial
market conditions for the revenue bonds (at March 31, 1997, such rate was
3.6%) plus a 2% credit enhancement fee. The weekly rate may be converted to
another interest rate determination method on the first business day of any
calendar month at the Company's option, subject to the terms and conditions
set forth in the indenture. The bonds mature in February 2023 and are
subject to redemption in whole or in part during the Weekly Rate Period.
The bonds are credit enhanced by a letter of credit in the amount of
$9,794,281 issued under the revolving credit facility.
5. COMMITMENTS AND CONTINGENCIES:
Litigation has been initiated against the Company pertaining to the
right to use the Wyndham name for hotel service in the New York metropolitan
area. On January 29, 1996, a temporary restraining order was issued by the
Supreme Court of the State of New York which, pending the outcome of a
trial, prevents the Company from using the Wyndham name in the New York
area. An adverse decision in the litigation could prevent the Company from
operating Wyndham brand hotels or advertising the Wyndham name in connection
with the operation of a Wyndham brand hotel within a 50 mile radius of a
hotel in Manhattan operated under the "Wyndham" name. It is management's
opinion, based on legal counsel, that the range of losses resulting from the
ultimate resolution of the aforementioned claim cannot be determined. The
cost of $1,274,000 at March 31, 1997 for defending the trademark has been
capitalized and is being amortized over 17 years, pending the ultimate
resolution. An adverse decision may result in the immediate write-off of
those capitalized costs.
The Company received a Notice of Intent to make Sales and Use Tax audit
changes from the Tampa Region of the Florida Department of Revenue for the
period from July 31, 1990 through June 30, 1995. The audit assessed
additional taxes of $584,000, penalty of $224,000 and interest of $201,000
for a total assessment of $1,009,000. The previous owners (an affiliate)
have agreed to indemnify the Company with respect to any additional sales
and use tax paid by the Company for the audit period. Management, after
review and consultation with legal counsel, believes the Company has
meritorious defenses to this matter and that any potential liability in
excess of the $189,000 recorded would not materially effect the Company's
consolidated financial statements.
The Company has pending several other claims incurred in the normal
course of business which, in the opinion of management, based on the advice
of legal counsel, will not have a material effect on the consolidated
financial statements.
Pursuant to the terms of the management agreements of two
affiliate-owned hotels under construction, the Company has undertaken
certain commitments to provide furniture, fixtures and equipment for each
hotel at a fixed price totaling $8.1 million. As of March 31, 1997, the
Company has satisfied commitments totaling $5.4 million. The Company has
indirectly paid the excess over the fixed price amount of approximately
$444,000 by contributing such amount to the partnership that owns one of the
hotels. The Company is entitled to repayment of the contributed amount out
of distributions made by the partnership. The Company has guaranteed to
fund up to $230,000 in working capital per year for three years after one of
the hotels is opened in the event that the hotel generates inadequate cash
flow and the Company has guaranteed $875,000 in indebtedness.
Pursuant to the terms of a management agreement of a hotel in which the
Company has a 30% ownership, the Company has committed to fund up to $2.5
million for the renovation of the hotel property. The loan will bear an
interest rate at 10% and will be collateralized by the outstanding
partnership interest of the owners. Interest will be due monthly and
principal is payable in installments beginning January 1998 based on the
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operating income of the hotel. As of March 31, 1997, the Company has not
made any of such advances. The Company also guarantees $2,340,000 in
indebtedness of this hotel.
Pursuant to the terms of a management agreement of a hotel owned by an
affiliate, the Company has guaranteed to fund up to $600,000 of working
capital per year to the extent the entity experiences operating deficits,
with a maximum required contribution of $2.3 million over the term of the
guarantee extending from 1995 to 2000. The Company has not to date been
required to make any capital contribution under the guarantee.
The Company is subject to environmental regulations related to the
ownership, management, development and acquisition of real estate (hotels).
The cost of complying with the environmental regulations was not material to
the Company's consolidated statements of income for the three months ended
March 31, 1996 and 1997. The Company is not aware of any environmental
condition on any of its properties which is likely to have a material
adverse effect on the Company's financial statements.
6. CONDENSED COMBINED FINANCIAL INFORMATION OF GUARANTOR SUBSIDIARIES:
In connection with the issuance of the $100 million subordinated notes
("Notes"), all of the Company's direct and indirect subsidiaries, with the
exception of a number of subsidiaries (which subsidiaries are individually
and collectively inconsequential), are fully and unconditionally
guaranteeing the Company's obligations under the Notes on a joint and
several basis (the "Guarantor Subsidiaries"). Accordingly, the condensed
combined financial information set forth below summarizes financial
information for all of the Guarantor Subsidiaries on a combined basis.
Separate complete financial statements and other disclosure for the
Guarantor Subsidiaries have not been presented because management does not
believe that such information is material to investors. The condensed
combined financial information of the Guarantor Subsidiaries as of December
31, 1996 and March 31, 1997, and for the three months ended March 31, 1996
and 1997 are presented as follows:
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GUARANTOR SUBSIDIARIES
CONDENSED COMBINED BALANCE SHEETS
(IN THOUSANDS)
DECEMBER 31, MARCH 31,
1996 1997
------------ ------------
(UNAUDITED)
ASSETS
Current assets:
Cash and cash equivalents .......................................... $ 9,673 $ 5,912
Cash, restricted ................................................... 865 373
Accounts receivable, net ........................................... 22,085 38,510
Other .............................................................. 2,466 2,054
------------ ------------
Total current assets ........................................... 35,089 46,849
Notes and other receivables from affiliates .......................... 7,685 7,685
Notes receivable ..................................................... 1,978 2,031
Property and equipment, net .......................................... 61,062 62,397
Management contract costs, net ....................................... 8,166 9,990
Security deposits .................................................... 15,105 24,275
Other ................................................................ 2,502 3,221
------------ ------------
Total assets ................................................... $ 131,587 $ 156,448
============ ============
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Accounts payable and accrued liabilities ........................... $ 18,169 $ 23,002
Deposits ........................................................... 1,147 972
Current portion of long-term debt and capital lease obligations .... 510 522
Due to affiliates .................................................. 42,666 56,666
------------ ------------
Total current liabilities ...................................... 62,492 81,162
------------ ------------
Long-term debt and capital lease obligations ......................... 29,944 29,809
------------ ------------
Stockholder's equity:
Receivable from affiliates ......................................... (1,223) (1,255)
Additional paid-in capital ......................................... 31,071 31,071
Retained earnings .................................................. 9,303 15,661
------------ ------------
Total stockholder's equity ..................................... 39,151 45,477
------------ ------------
Total liabilities and stockholder's equity .................. $ 131,587 $ 156,448
============ ============
See note to the condensed combined financial information.
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GUARANTOR SUBSIDIARIES
CONDENSED COMBINED STATEMENTS OF INCOME
(IN THOUSANDS)
THREE MONTHS ENDED
MARCH 31,
--------------------
1996 1997
-------- --------
(UNAUDITED)
Revenues ............................................... $ 21,145 $ 43,831
-------- --------
Operating costs and expenses ........................... 14,009 31,445
Depreciation and amortization .......................... 1,069 1,421
Other .................................................. 96 134
-------- --------
Total operating costs and expenses ................. 15,174 33,000
-------- --------
Operating income ....................................... 5,971 10,831
Interest expense, net .................................. (889) (322)
Equity in earnings of hotel partnerships ............... 829 --
-------- --------
Income before minority interests and income taxes ...... 5,911 10,509
Income attributable to minority interests .............. 593 --
-------- --------
Income before income taxes ............................. 5,318 10,509
Income taxes ........................................... -- 4,151
-------- --------
Net income ......................................... $ 5,318 $ 6,358
======== ========
See note to the condensed combined financial information.
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GUARANTOR SUBSIDIARIES
CONDENSED COMBINED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
THREE MONTHS ENDED
MARCH 31,
--------------------
1996 1997
-------- --------
(UNAUDITED)
Net cash provided by (used in) operating activities ........... $ 4,177 $ (9,496)
-------- --------
Cash flows from investing activities:
Purchase of property and equipment .......................... (361) (2,470)
Investments in management contracts ......................... (23) (2,078)
Notes and other receivable from affiliates .................. (36) --
Decrease in long-term restricted cash ....................... -- 533
Other ....................................................... (2,223) (53)
-------- --------
Net cash used in investing activities .................... (2,643) (4,068)
-------- --------
Cash flows from financing activities:
Partners' contributed capital ............................... 4,579 --
Partners' capital distributions ............................. (4,807) --
Increase in receivables from affiliates ..................... -- (4,074)
Increase (decrease) in payables to affiliates .............. (1,162) 14,000
Proceeds from long-term borrowings .......................... 2,540 9,675
Repayment of long-term debt and capital lease obligations ... (843) (9,798)
Other ....................................................... 4 --
-------- --------
Net cash provided by financing activities ................ 311 9,803
-------- --------
Increase (decrease) in cash and cash equivalents .............. 1,845 (3,761)
Cash and cash equivalents at beginning of period .............. 3,708 9,673
-------- --------
Cash and cash equivalents at end of period .................... $ 5,553 $ 5,912
======== ========
Note to Condensed Combined Financial Information:
(1) The foregoing condensed combined financial information includes GHALP
Corporation, Waterfront Management Corporation, WHCMB, Inc., Wyndham
Management Corporation, Wyndham Hotels & Resorts (Aruba) N.V., WHC Vinings
Corporation, WH Interest, Inc., Wyndham IP Corporation, Rose Hall
Associates, L.P., XERXES Limited, WHC Caribbean, Ltd., WHC Development
Corporation, WHC Franchise Corporation, WHCMB Overland Park, Inc., WHCMB,
Toronto, Inc., WHC Columbus Corporation, Wyndham Hotels & Resorts
Management Ltd. and a management subsidiary for a non-branded hotel. They
all are wholly-owned subsidiaries of the Company at March 31, 1997.
7. SUBSEQUENT EVENTS:
On April 14, 1997, the Company 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 the Company 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 the Company,
including the Company's portfolio of 23 owned and leased hotels, with an
aggregate of 4,877 rooms, as well as the Company'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 the Company
("Wyndham Common Stock") will be converted into the right to receive 0.712
shares (the "Patriot Exchange Ratio")
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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
Company's 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
Share 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, the Company has the right, waivable by it, to terminate the
Patriot Merger Agreement without liability. In lieu of receiving Paired
Shares, the Company's 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 the
Company'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 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 the Company. It is currently anticipated
that the stockholder meetings to approve the Proposed Patriot Transactions will
occur in the fourth quarter of 1997.
On April 14, 1997, an action styled Kwalburn 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 the Company's stockholders, against
the Company, Patriot and the members of the Board of Directors of the Company.
The complaint alleges that the Company's Board of Directors breached its
fiduciary duties owed to the Company's public stockholders in connection with
the Board of Director's approval of the Patriot Merger. In particular, the
complaint alleges that the Patriot Merger was negotiated at the expense of the
Company's public stockholders, and that the Company's 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.
In April 1997, the Company acquired a 200 room hotel property in Dallas,
Texas. The acquisition was paid with cash borrowed under the revolving credit
facility.
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13
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
OVERVIEW
The Company's revenues are derived from the following primary sources:
(1) The Company's hotel revenues are generated from the hotels owned or
leased by the Company during the periods presented and reflect revenues from
room rentals, food and beverage sales and other sources, including telephone,
guest services, meeting room rentals, gift shops and other amenities.
(2) The Company derives management fees from the hotels it manages.
These fees are comprised of base and incentive management fees, as well as
trade name fees. Base management fees are typically calculated based upon a
specified percentage of gross revenues from hotel operations, and incentive
management fees are usually calculated based upon a specified percentage of the
hotel's operating profit or the amount by which the hotel's operating profit
exceeds specified performance targets. Trade name fees are typically
calculated based upon a specified percentage of gross room revenues for hotels
operated under the Wyndham brand name.
(3) The Company generates service fee revenues from hotels that it
manages or franchises. Service fee revenues include fees derived from
accounting, design, construction and purchasing services, as well as technical
assistance provided to managed or franchised portfolio hotels. As a
substantial portion of the fees derived from the provision of design,
construction and initial purchasing services are generated in connection with
hotel construction and renovation activities, the amount of these fees varies
depending upon the level of the Company's external activities, including new
hotel management contracts and construction projects.
(4) The Company derives reimbursement revenues from hotels that it
manages or franchises. These revenues are intended primarily to match
corresponding expenses and serve to reimburse the Company for the expense
associated with providing advertising and promotion, sales and marketing,
centralized reservations and other services.
The following sets forth certain operating data with respect to certain
hotels owned, operated or franchised by the Company or its subsidiaries:
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14
THREE MONTHS ENDED
MARCH 31,
------------------------------
1996 1997 % CHANGE
------- ------- --------
(FULL-SERVICE PORTFOLIO ONLY,
EXCLUDING FRANCHISED HOTELS)
TOTAL PORTFOLIO:
Wyndham Hotels .............................. 18 21
Average Daily Rate ....................... $100.67 $106.61 5.9%
Occupancy ................................ 70.2% 71.8% 2.3%
Revenues Per Available Room ("RevPar") ... $ 70.70 $ 76.51 8.2%
Wyndham Garden Hotels ....................... 39 45
Average Daily Rate ....................... $ 81.73 $ 83.22 1.8%
Occupancy ................................ 64.8% 67.0% 3.4%
RevPar ................................... $ 52.97 $ 55.72 5.2%
Wyndham Resorts ............................. 5 6
Average Daily Rate ....................... $127.50 $150.10 17.7%
Occupancy ................................ 65.0% 64.2% -1.2%
RevPar ................................... $ 82.91 $ 96.43 16.3%
Management Services ......................... 3 4
Average Daily Rate ....................... $ 90.58 $154.53 70.6%
Occupancy ................................ 69.2% 77.2% 11.6%
RevPar ................................... $ 62.65 $119.34 90.5%
Total ....................................... 65 76
Average Daily Rate ....................... $ 95.79 $104.60 9.2%
Occupancy ................................ 67.2% 69.4% 3.3%
RevPar ................................... $ 64.33 $ 72.57 12.8%
COMPARABLE HOTEL GROUP (1):
Wyndham Hotels .............................. 16 16
Average Daily Rate ....................... $101.66 $109.48 7.7%
Occupancy ................................ 70.1% 72.2% 3.0%
RevPar ................................... $ 71.25 $ 79.06 11.0%
Wyndham Garden Hotels ....................... 36 36
Average Daily Rate ....................... $ 82.52 $ 86.11 4.4%
Occupancy ................................ 65.1% 70.9% 8.9%
RevPar ................................... $ 53.73 $ 61.03 13.6%
Wyndham Resorts ............................. 5 5
Average Daily Rate ....................... $126.49 $135.51 7.1%
Occupancy ................................ 63.5% 64.4% 1.4%
RevPar ................................... $ 80.38 $ 87.22 8.5%
Management Services ......................... 2 2
Average Daily Rate ....................... $ 95.81 $103.38 7.9%
Occupancy ................................ 69.8% 75.1% 7.6%
RevPar ................................... $ 66.90 $ 77.60 16.0%
Total ....................................... 59 59
Average Daily Rate ....................... $ 96.22 $101.98 6.0%
Occupancy ................................ 67.3% 70.9% 5.3%
RevPar ................................... $ 64.74 $ 72.28 11.6%
(1) The Comparable Hotel Group statistics reflect the results of the 59
hotels that were operated for the period in both years. Excluding hotels
operating in the Caribbean, RevPar for the comparable group was up 12.5%.
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RESULTS OF OPERATIONS
The following table sets forth certain financial data expressed as a
percentage of total revenues and certain other data for each of the periods
presented:
THREE MONTHS ENDED
MARCH 31,
------------------
1996 1997
-------- --------
(UNAUDITED)
Revenues:
Hotel revenues ...................................... 63.2% 80.1%
Management fees ..................................... 19.5 11.5
Services fees ....................................... 3.6 2.0
Reimbursement revenues .............................. 13.5 6.4
Other ............................................... .2 --
----- -----
Total revenues ................................... 100.0 100.0
----- -----
Operating costs and expenses:
Hotel expenses ...................................... 38.9 59.0
Selling, general and administrative expenses ........ 16.1 10.2
Reimbursable expenses ............................... 13.5 6.4
Depreciation and amortization ....................... 6.2 4.8
----- -----
Total operating costs and expenses ............... 74.7 80.4
----- -----
Operating income ...................................... 25.3 19.6
Interest expense, net ................................. (6.8) (5.5)
Equity in earnings (loss) of hotel partnerships ....... 3.1 (.1)
Amortization of deferred gain ......................... -- .3
----- -----
Income before minority interests and income taxes ..... 21.6 14.3
Income attributable to minority interests ............. 2.2 --
----- -----
Income before income taxes ....................... 19.4% 14.3%
===== =====
Total revenues increased by 98.6%, or $26.2 million, to $52.8 million in
1997 from $26.6 million in 1996. Total operating expenses increased by 114%,
or $22.6 million, to $42.5 million in 1997 from $19.9 million in 1996. The
increase in total revenues and expenses was attributable principally to the
consolidation of the operating results of 11 leased hotels (the "GHALP Leases")
which were previously 30% owned by the Company and were accounted for using the
equity method. The GHALP Leases accounted for 64.0%, or $16.8 million, of the
increase in total revenues and 60.3%, or $13.6 million, of the increase in
total expenses. The increase in total revenues and expenses was also
attributable to the addition of five new hotels which accounted for 30.8% , or
$8.1 million, of the increase in total revenues and 33.9%, or $7.7 million, of
the increase in total expenses.
Hotel revenues increased by 151.5%, or $25.5 million, to $42.3 million in
1997 from $16.8 million in 1996. Approximately 65.9% of the increase, or $16.8
million, was due to the GHALP Lease. The acquisition of five new hotels
accounted for 31.7%, or $8.1 million of the increase. The increase in hotel
revenues was also the result of increased revenues of hotels the Company owned
for both reporting periods due to an increase in revenue per available room.
As a percentage of total revenues, hotel revenues increased to 80.1% in 1997
compared to 63.2% in 1996, primarily reflecting the effects of consolidation of
GHALP Leases.
Revenues from management fees increased by 17.2%, or approximately
$897,000, to $6.1 million in 1997 from $5.2 million in 1996. Approximately
$850,000 of the increase resulted from the addition of 15 newly managed hotels
between April 1996 and March 31, 1997 and $1.1 million resulted from improved
operating results of the existing managed hotels. The increase also reflected
management fee revenues of approximately $168,000 as a result of the release
and discharge of the Company for its obligation to make payments to an
affiliate under an
15
16
agreement which was previously recorded as a reduction in management fees.
These increases were offset by approximately $279,000 from the loss of certain
management contracts and approximately $924,000 from the elimination of the
revenues from GHALP Leases as a result of consolidating its operating results
into the Company.
Revenues from service fees increased by 10.0%, or approximately $96,000,
to $1.1 million in 1997 from approximately $964,000 in 1996. The increase was
due to approximately $319,000 of increased fees derived from central
accounting, technical and purchasing services. The increase was partially
offset by the elimination of approximately $223,000 in fees earned from GHALP
Leases as a result of consolidating its operating results into the Company.
Reimbursements decreased by 5.9%, or approximately $213,000, to $3.4
million in 1997 from $3.6 million in 1996. The decrease was principally
attributable to a new central reservation contract. In September 1996, the
Company entered into a service agreement with an affiliated entity, whereby the
affiliated entity provides centralized reservations and property management
services to all Wyndham brand hotels. The Company is not providing such
services. The reimbursements for such services in the 1996 period was
$318,000. The decrease in reimbursements also reflects the effect of
eliminating approximately $332,000 received from GHALP Leases as a result of
consolidating its operating results into the Company. These decreases were
offset by the increased payments of approximately $437,000 for services such as
administrative, information systems, sales and the Company's marketing fund
from both new and existing portfolio hotels.
Hotel expenses increased by 201.3%, or $20.8 million, to $31.2 million in
1997 from $10.4 million in 1996. Approximately 64.9% of the increase, or $13.5
million was due to consolidating GHALP Leases operating results into the
Company. The balance of the increase, or $7.3 million was the result of the
addition of five new hotels. Hotel expenses increased as a percentage of hotel
revenues to 73.7% in 1997 from 61.5% in 1996, primarily attributable to a $3.4
million lease payment associated with the GHALP Leases and the effect of adding
hotels to the owned portfolio that were undergoing renovation. Excluding the
GHALP Leases, the percentage of hotel expenses to hotel revenues would have
been 65.6%.
Selling, general and administrative expenses ("SG&A") increased by 26.3%,
or $1.1 million, to $5.4 million in 1997 from $4.3 million in 1996. Of the
increase, 33.4%, or approximately $375,000, was attributable to the addition of
corporate management and staff personnel related to the general growth of the
Company. Approximately 13.8% of the increase, or approximately $155,000, was
due to the increase in accounts payable and payroll processing costs as a
result of addition of new hotels to the Company's hotel portfolio. In
addition, 25.2% of the increase, or approximately $283,000, was due to the
increase in the provision for bad debt related to certain receivables. The
increase also reflected additional costs of managing and administering a
publicly held company. As a percentage of total revenues, SG&A expenses
decreased to 10.2% in 1997 from 16.1% in 1996, reflecting the Company's ability
to absorb a portion of the additional owned and managed hotels into its
existing management structure.
Reimbursable expenses decreased by 5.9%, or approximately $213,000, to
$3.4 million in 1997 from $3.6 million in 1996. The decrease was principally
attributable to a new central reservation contract. In September 1996, the
Company entered into a service agreement with an affiliated entity, whereby the
affiliated entity provides centralized reservations and property management
services to all Wyndham brand hotels, therefore, the Company is not incurring
such expenses. The decrease in reimbursable expenses also reflects the effect
of elimination of approximately $332,000 for GHALP Leases as a result of
consolidating its operating results into the Company. These decreases were
offset by the increased payments of approximately $437,000 for services such as
administrative, information systems, sales and the Company's marketing fund
from both new and existing portfolio hotels. As a percentage of total
revenues, reimbursable expenses decreased to 6.4% in 1997 from 13.5% in 1996.
Depreciation and amortization expense increased by 54.1%, or approximately
$898,000, to $2.6 million in 1997 from $1.7 million in 1996. The increase was
due to the acquisition of property and equipment and the amortization of the
acquisition costs of management contracts. The increase in 1997 also included
an increase of approximately $275,000 in the amortization of deferred debt
issuance costs as a result of the Company's issuance of $100 million senior
subordinated notes (the "Notes") and the revolving credit facility.
16
17
Interest expense increased by 67.9%, or $1.4 million, to $3.5 million in
1997 from $2.1 million in 1996, reflecting the additional interest from the
Notes and the revolving credit facility net of the effect of elimination of
interest expense from the retirement of debt and affiliated borrowings at the
Company's initial public offerings in May 1996. Interest income increased by
107.6%, or approximately $327,000, from approximately $304,000 in 1996 to
approximately $631,000 in 1997. The increase was primarily due to income of
approximately $162,000 earned on a note receivable and approximately $147,000
of interest on security deposits related to a leased hotel.
Equity in earnings of hotel partnerships decreased from earnings of
approximately $828,000 in 1996 to a loss of approximately $34,000 in 1997.
Earnings from the Company's equity investment in GHALP Leases ceased following
the Company's acquisition of the remaining 70% of the partnership interest in
GHALP Leases in May 1996. Since the acquisition, the operating results of
GHALP Leases have been consolidated into the Company. The loss of $34,000 for
1997 represents a 30% hotel partnership interest the Company acquired in
November 1996 which is being accounted for using the equity method.
Income attributable to minority interest was eliminated as a result of the
acquisition of the minority interest at the Company's initial public offerings
in May 1996.
As a result of changes noted above, income before income taxes increased
by 46.6%, or $2.4 million, to $7.6 million in 1997 from $5.2 million in 1996.
Since the Company's incorporation, income taxes have been provided in
accordance with Statement of Financial Accounting Standard No. 109. Operating
results for the quarter ended March 31, 1996 related to the period prior to the
Company's incorporation, the combined companies were either a partnership, an S
corporation or a nontaxable Bermuda corporation, and consequently, were not
subject to federal income taxes, therefore, no income taxes were recorded.
LIQUIDITY AND CAPITAL RESOURCES
The Company's principal capital and liquidity needs include cash to
finance operations, capital requirements relating to ongoing hotel maintenance
and improvements at the Company's owned and leased hotels, capital requirements
associated with the Company's entry into new management contracts and
improvements to the related hotel properties, hotel acquisition financing and
the repayment of indebtedness. Prior to the Company's initial public offerings
in May 1996, the Company had satisfied its capital and liquidity needs through
cash generated by operations, mortgage indebtedness and commercial debt
financing.
Since the Company's initial public offerings in May 1996, the Company has
met its capital and liquidity needs with cash generated from operations, net
proceeds from initial public offerings and amounts available under the
revolving credit facility. At March 31, 1997, approximately $48.9 million in
aggregate principal amount was available for borrowings under the revolving
credit facility, of which $8.0 million was drawn by the Company. In April
1997, additional $8.0 million was drawn for the acquisition of a hotel property
and certain other working capital needs.
During the three months ended March 31, 1997, the Company used cash in
operating activities of $4.5 million as compared to cash generated from
operations of $3.8 million in the 1996 period. The decrease is primarily
attributable to the payment of $7.8 million for a security deposit, as required
under the Salt Lake City lease.
The Company has the following anticipated capital commitments. Pursuant
to the terms of a management agreement in which the Company has a 30% ownership
interest, the Company has committed to fund up to $2.5 million for the
renovation of the hotel property. No such advances has been made as of March
31, 1997. In addition, the Company is obligated, pursuant to the terms of
certain hotel management agreements, to fund loans for hotel acquisition and
improvements in the aggregate amount of $8.1 million, of which $5.4 million had
been funded as of March 31, 1997. Pursuant to capital lease agreements, the
Company is obligated to make lease payments of $2.3 million in 1997.
17
18
In February 1997, the Company, through a financial institution and a
county authority, issued revenue bonds totaling $9.7 million. The bonds were
issued to refinance the existing bonds that the Company assumed in the
acquisition of a Wyndham Garden Hotel. The bonds initially bear interest at a
weekly rate (the "Weekly Rate Period") determined in accordance with the
indenture of the bonds based on prevailing financial market conditions for
revenue bonds (at March 31, 1997, such rate was 3.6%) plus a 2% credit
enhancement fee, as defined in the indenture. The weekly rate may be converted
to another interest rate determination method on the first business day of any
calendar month at the Company's option, subject to the terms and conditions set
forth in the indenture. Interest payments on the bonds are due on a periodic
basis. The bonds mature in February 2023 and are subject to redemption by the
Company in whole or in part during any Weekly Rate Period.
The Company intends to retain any future earnings for use in its business
and does not intend to declare any cash dividends in the foreseeable future.
The Company believes that cash generated by operations will be sufficient to
fund the Company's operating strategy for the foreseeable future and that any
remaining cash generated by operations, together with capital available under
the revolving credit facility will be adequate to fund the Company's growth
strategy in the near term. The Company may seek an increase in the capital
available to it under the revolving credit facility or otherwise obtain
additional debt or equity financing, depending upon the amount of capital
required to pursue future growth opportunities or address other needs. No
assurance can be given that the amount available under the revolving credit
facility will be increased, or such additional financing will be available, on
acceptable terms, if at all.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
On April 14, 1997, an action styled Kwalburn 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 the Company's stockholders, against
the Company, Patriot and the members of the Board of Directors of the Company.
The complaint alleges that the Company's Board of Directors breached its
fiduciary duties owed to the Company's public stockholders in connection with
the Board of Director's approval of the Patriot Merger. In particular, the
complaint alleges that the Patriot Merger was negotiated at the expense of the
Company's public stockholders, and that the Company's 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 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The Company held its Annual Meeting of Stockholders on April 28, 1997 (the
"Meeting"). The election of three directors to Class I of the Company's Board
of Directors to serve for a period of three years and until their successors
shall have been elected and qualified was the only matter submitted to a vote
of security holders. The following votes were cast with respect to the
election of the following three nominees as directors of the Company:
Shares Voted Shares Withheld Broker
Nominee For From Voting Non-Voters
------- ------------ --------------- ----------
James D. Carreker 19,311,520 98,411 0
Harlan R. Crow 19,311,520 98,411 0
James C. Leslie 19,311,520 98,411 0
18
19
The remaining directors of the Company, whose term of office continued
after the Meeting are as follows:
Term Expires in 1998
--------------------
Susan T. Groenteman, Philip A. Ward, Robert A. Whitman
Term Expires in 1999
--------------------
Leslie V. Bentley, Daniel A. Decker, Stanley M. Koonce, Jr., Anne L. Raymond
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits:
EXHIBIT EXHIBIT
NUMBER DESCRIPTION
2.1 -- Agreement and Plan of Merger, dated as of April 14, 1997, by
and between Patriot American Hospitality, Inc. and the Company
(incorporated by reference to Exhibit Number 2.2 to Schedule 13D
filed with the Securities and Exchange Commission on April 24,
1997 on behalf of CF Securities, L.P.) The "Disclosure Letters"
referred to in the Agreement and Plan of Merger are omitted, as
they constitute "schedules" within the meaning of Item 601 of
Regulation S-K. The Company undertakes to furnish supplementally
such Disclosure Letters to the Commission upon request.
3.1 -- Amended and Restated Certificate of Incorporation of the
Company (Incorporated by reference to exhibit number 3.1 in
Amendment No. 1 to the Company's Registration Statement on Form
S-1 (Reg. No. 333-2214) filed with the Securities and Exchange
Commission on May 1, 1996).
3.2 -- Amended and Restated Bylaws of the Company (Incorporated by
reference to exhibit number 3.2 in Amendment No. 1 to the
Company's Registration Statement on Form S-1 (Reg. No. 333-2214)
filed with the Securities and Exchange Commission on May 1,
1996).
4.1 -- Form of specimen certificate for the Common Stock
(Incorporated by reference to exhibit number 4.1 in Amendment
No. 2 to the Company's Registration Statement on Form S-1 (Reg.
No. 333-2214) filed with the Securities and Exchange Commission
on May 14, 1996).
4.2 -- Relevant portions of Amended and Restated Certificate of
Incorporation (Reference is hereby made to Exhibit 3.1).
10.1(a) -- Management Agreement dated as of May 10, 1995 by and between
Anatole Hotel Investors, L.P. and Wyndham Hotel Company Ltd.
(Incorporated by reference to exhibit number 10.1(a) in the
Company's Registration Statement on Form S-1 (Reg. No. 333-2214)
filed with the Securities and Exchange Commission on March 11,
1996).
10.1(b) -- Form of Management Agreement dated as of September 27, 1994
by and between Bedrock Annapolis Investment Partners Level I,
L.P. and Wyndham Hotel Company Ltd. (together with attachment)
(Incorporated by reference to exhibit number 10.1(b) in the
Company's Registration Statement on Form S-1 (Reg. No. 333-2214)
filed with the Securities and Exchange Commission on March 11,
1996).
19
20
EXHIBIT EXHIBIT
NUMBER DESCRIPTION
10.1(c) -- Management Agreement dated as of March 10, 1988 by and
between Franklin Plaza Associates and Wyndham Hotel Company, as
amended by First Amendment dated November 17, 1993 (Incorporated
by reference to exhibit number 10.1(c) in the Company's
Registration Statement on Form S-1 (Reg. No. 333-2214) filed
with the Securities and Exchange Commission on March 11, 1996).
10.1(d) -- Service Agreement dated as of November 17, 1993 by and
between Franklin Plaza Realty Limited Partnership and Wyndham
Hotel Company Ltd. (Incorporated by reference to exhibit number
10.1(d) in the Company's Registration Statement on Form S-1
(Reg. No. 333-2214) filed with the Securities and Exchange
Commission on March 11, 1996).
10.1(e) -- Management Agreement dated as of December 1, 1984 by and
between Houston Greenspoint Hotel Associates and Wyndham Hotel
Company (Incorporated by reference to exhibit number 10.1(e) in
the Company's Registration Statement on Form S-1 (Reg. No.
333-2214) filed with the Securities and Exchange Commission on
March 11, 1996).
10.1(f) -- Management Agreement dated as of December 4, 1991 by and
between Itasca Hotel Company and Wyndham Hotel Company Ltd., as
amended by Amendment dated March 19, 1996 (Incorporated by
reference to exhibit number 10.1(f) in the Company's
Registration Statement on Form S-1 (Reg. No. 333-2214) filed
with the Securities and Exchange Commission on March 11, 1996).
10.1(g) -- Management Agreement dated as of June 30, 1994 by and between
Waterfront Hotel Associates, S.E. and Old San Juan Management,
Ltd. S.E. (Incorporated by reference to exhibit number 10.1(g)
in Amendment No. 1 to the Company's Registration Statement on
Form S-1 (Reg. No. 333-2214) filed with the Securities and
Exchange Commission on May 1, 1996).
10.1(h) -- Management Agreement dated as of May 26, 1995 by and between
Convention Center Boulevard Hotel, Limited and Wyndham Hotel
Company Ltd. (Incorporated by reference to exhibit number
10.1(h) in Amendment No. 1 to the Company's Registration
Statement on Form S-1 (Reg. No. 333-2214) filed with the
Securities and Exchange Commission on May 1, 1996).
10.1(i) -- Management Agreement dated as of August 25, 1993 by and
between Playhouse Square Hotel Limited Partnership and Wyndham
Hotel Company Ltd. (Incorporated by reference to exhibit number
10.1(i) in Amendment No. 1 to the Company's Registration
Statement on Form S-1 (Reg. No. 333-2214) filed with the
Securities and Exchange Commission on May 1, 1996).
10.1(j) -- Management Agreement dated as of March 1, 1986 by and between
CLC Partnership and Wyndham Hotel Company, as amended by First
Amendment dated June 30, 1988 (Incorporated by reference to
exhibit number 10.1(j) in Amendment No. 1 to the Company's
Registration Statement on Form S-1 (Reg. No. 333-2214) filed
with the Securities and Exchange Commission on May 1, 1996).
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21
EXHIBIT EXHIBIT
NUMBER DESCRIPTION
10.1(k) -- Management Agreement dated as of December 22, 1987 by and
among Badger XVI Limited Partnership, Crow Division Partners and
Wyndham Hotel Company, as amended by First Amendment dated
February 26, 1988 (Incorporated by reference to exhibit number
10.1(k) in Amendment No. 1 to the Company's Registration
Statement on Form S-1 (Reg. No. 333-2214) filed with the
Securities and Exchange Commission on May 1, 1996).
10.1(l) -- Management Agreement dated as of November 20, 1987 by and
between Hotel and Convention Center Partners I, Ltd. And Wyndham
Hotel Corporation II, Inc., as amended by Amendment dated
November 1, 1993 (Incorporated by reference to exhibit number
10.1(l) in Amendment No. 1 to the Company's Registration
Statement on Form S-1 (Reg. No. 333-2214) filed with the
Securities and Exchange Commission on May 1, 1996).
10.2 -- Investment Agreement dated as of May 2, 1994 among The
Hampstead Group, Inc., Wyndham Hotel Company Ltd., The Partners
in Wyndham Hotel Company Ltd., and Crow Family Partnership,
L.P., as amended (Incorporated by reference to exhibit number
10.2 in Amendment No. 1 to the Company's Registration Statement
on Form S-1 (Reg. No. 333-2214) filed with the Securities and
Exchange Commission on May 1, 1996).
10.3(a) -- Lease dated as of April 1, 1996 by and between Hospitality
Properties Trust and Garden Hotel Associates II Limited
Partnership (Incorporated by reference to exhibit number 10.3(a)
in the Company's Registration Statement on Form S-1 (Reg. No.
333-18507) filed with the Securities and Exchange Commission on
January 27, 1997).
10.3(b) -- Lease Agreement dated as of March 1, 1988 by and between
Lincoln Island Associates No. 1, Limited and WHI Limited
Partnership (Incorporated by reference to exhibit number 10.3(b)
in the Company's Registration Statement on Form S-1 (Reg. No.
333-2214) filed with the Securities and Exchange Commission on
March 11, 1996).
10.3(c) -- Lease Agreement dated December 19, 1989 by and between Rose
Hall Hotel Limited and Rose Hall Associates Limited Partnership
(Incorporated by reference to exhibit number 10.3(c) in the
Company's Registration Statement on Form S-1 (Reg. No. 333-2214)
filed with the Securities and Exchange Commission on March 11,
1996).
10.3(d) -- Sublease Agreement dated as of November 17, 1989 by and
between Copley-Commerce-Telegraph #1 Associates, as assignee of
Crow-Staley-Commerce #1 Limited Partnership and Commerce Hotel
Partners Ltd. (Incorporated by reference to exhibit number
10.3(d) in the Company's Registration Statement on Form S-1
(Reg. No. 333-2214) filed with the Securities and Exchange
Commission on March 11, 1996).
10.3(e) -- Ground Lease dated as of March 26, 1987 by and between Fred
C. Boysen, Dorothy Boysen, Ted Boysen and Rose Boysen and Garden
Hotel Associates Limited Partnership, as assignee of Ramada
Hotel Operating Company as amended by First Amendment dated as
of May 7, 1990 (Incorporated by reference to exhibit number
10.3(e) in the Company's Registration Statement on Form S-1
(Reg. No. 333-2214) filed with the Securities and Exchange
Commission on March 11, 1996).
21
22
EXHIBIT EXHIBIT
NUMBER DESCRIPTION
10.3(f) -- Lease Agreement dated as of November 26, 1990 by and between
Tower 2001 Limited Partnership and Wyndham Hotel Company Ltd.,
as amended by Letter Agreement dated March 9, 1994 and Letter
Agreement dated March 22, 1995, and as amended by Amendment No.
1 dated as of November 30, 1995 (Incorporated by reference to
exhibit number 10.3(f) in the Company's Registration Statement
on Form S-1 (Reg. No. 333-2214) filed with the Securities and
Exchange Commission on March 11, 1996).
10.3(g) -- Lease Agreement dated as of January 1992 by and between 475
Park Avenue South Co. and Wyndham Hotel Company Ltd., as amended
by Amendment of Lease dated January 30, 1995 (Incorporated by
reference to exhibit number 10.3(g) in the Company's
Registration Statement on Form S-1 (Reg. No. 333-2214) filed
with the Securities and Exchange Commission on March 11, 1996).
10.3(h) -- Sublease dated as of May 31, 1995 between Banc One Mortgage
Corporation and Wyndham Hotels & Resorts (Incorporated by
reference to exhibit number 10.3(h) in the Company's
Registration Statement on Form S-1 (Reg. No. 333-2214) filed
with the Securities and Exchange Commission on March 11, 1996).
10.3(i) -- Lease Agreement dated as of May 16, 1994 by and between Wirtz
Realty Corporation, as agent for 333 Building Corporation and
Wyndham Hotel Company Ltd. (Incorporated by reference to exhibit
number 10.3(i) in Amendment No. 1 to the Company's Registration
Statement on Form S-1 (Reg. No. 333-2214) filed with the
Securities and Exchange Commission on May 1, 1996).
10.3(j) -- Lease Agreement dated as of May 18, 1994 by and between
Columbia Executive Offices, Inc. and The Inn at Semiahmoo a
Wyndham Resort (Incorporated by reference to exhibit number
10.3(j) in Amendment No. 1 to the Company's Registration
Statement on Form S-1 (Reg. No. 333-2214) filed with the
Securities and Exchange Commission on May 1, 1996).
10.3(k) -- Lease Agreement dated as of January 8, 1997 by and between
HPTSLC Corporation and WHC Salt Lake City Corporation
(Incorporated by reference to exhibit number 10.3(k) in the
Company's Registration Statement on Form S-1 (Reg. No.
333-18507) filed with the Securities and Exchange Commission on
January 27, 1997.).
10.4 -- Master Alliance Agreement dated as of January 9, 1997 by and
among American General Hospitality Corporation, American General
Hospitality Operating Partnership, L.P., WHC Franchise
Corporation and WHC Development Corporation (Incorporated by
reference to exhibit number 10.4 in the Company's Registration
Statement on Form S-1 (Reg. No. 333-18507) filed with the
Securities and Exchange Commission on January 27, 1997.).
10.5 -- Limited Guaranty Agreement dated as of January 8, 1997 made
by the Company for the benefit of HPTSLC Corporation
Incorporated by reference to exhibit number 10.5 in the
Company's Registration Statement on Form S-1 (Reg. No.
333-18507) filed with the Securities and Exchange Commission on
January 27, 1997).
22
23
EXHIBIT EXHIBIT
NUMBER DESCRIPTION
10.5(a) -- Form of Asset Management Agreement to be entered into between
the Company and various Crow Family Real Estate Entities
(Incorporated by reference to exhibit number 10.5(a) in
Amendment No. 2 to the Company's Registration Statement on Form
S-1 (Reg. No. 333-2214) filed with the Securities and Exchange
Commission on May 14, 1996).
10.6(a) -- Service Agreement, dated as of May 21, 1996, by and between
the Company and ISIS 2000 LP (Incorporated by reference to
exhibit number 10.6(a) in the Company's Registration Statement
on Form S-1 (Reg. No. 333-18507) filed with the Securities and
Exchange Commission on January 27, 1997).
10.6(b) -- Service Agreement, dated as of May 21, 1996, by and between
the Company and Wynright Insurance (Incorporated by reference to
exhibit number 10.6(b) in the Company's Registration Statement
on Form S-1 (Reg. No. 333-18507) filed with the Securities and
Exchange Commission on January 27, 1997).
10.6(c) -- Service Agreement, dated as of May 21, 1996, by and between
the Company and CW Synergistech, LP (Incorporated by reference
to exhibit number 10.6(c) in the Company's Registration
Statement on Form S-1 (Reg. No. 333-18507) filed with the
Securities and Exchange Commission on January 27, 1997).
10.7 -- Indenture relating to the 10 1/2% Senior Subordinated Notes
due 2006 (Incorporated by reference to exhibit number 10.10 in
the Company's Registration Statement on Form S-1 (Reg. No.
333-18507) filed with the Securities and Exchange Commission on
January 27, 1997).
10.8 -- Stockholders' Agreement ("Stockholders' Agreement") among
Wyndham Hotel Corporation and the Stockholders listed on the
signature pages thereof (Incorporated by reference to exhibit
number 10.13 in the Company's Registration Statement on Form S-1
(Reg. No. 333-18507) filed with the Securities and Exchange
Commission on January 27, 1997).
10.9 -- Registration Rights Agreement among Wyndham Hotel Corporation
and the parties identified on the signature pages thereof
(Incorporated by reference to exhibit number 10.14 in the
Company's Registration Statement on Form S-1 (Reg. No.
333-18507) filed with the Securities and Exchange Commission on
January 27, 1997).
10.10(a) -- Indemnification Agreement by and between Wyndham Hotel
Corporation and James D. Carreker (Incorporated by reference to
exhibit number 10.15(a) in the Company's Registration Statement
on Form S-1 (Reg. No. 333-18507) filed with the Securities and
Exchange Commission on January 27, 1997).
10.10(b) -- Indemnification Agreement by and between Wyndham Hotel
Corporation and Anne L. Raymond (Incorporated by reference to
exhibit number 10.15(b) in the Company's Registration Statement
on Form S-1 (Reg. No. 333-18507) filed with the Securities and
Exchange Commission on January 27, 1997).
23
24
EXHIBIT EXHIBIT
NUMBER DESCRIPTION
10.10(c) -- Indemnification Agreement by and between Wyndham Hotel
Corporation and Harlan R. Crow (Incorporated by reference to
exhibit number 10.15(c) in the Company's Registration Statement
on Form S-1 (Reg. No. 333-18507) filed with the Securities and
Exchange Commission on January 27, 1997).
10.10(d) -- Indemnification Agreement by and between Wyndham Hotel
Corporation and Daniel A. Decker (Incorporated by reference to
exhibit number 10.15(d) in the Company's Registration Statement
on Form S-1 (Reg. No. 333-18507) filed with the Securities and
Exchange Commission on January 27, 1997).
10.10(e) -- Indemnification Agreement by and between Wyndham Hotel
Corporation and Susan T. Groenteman (Incorporated by reference
to exhibit number 10.15(e) in the Company's Registration
Statement on Form S-1 (Reg. No. 333-18507) filed with the
Securities and Exchange Commission on January 27, 1997).
10.10(f) -- Indemnification Agreement by and between Wyndham Hotel
Corporation and Stanley M. Koonce, Jr. (Incorporated by
reference to exhibit number 10.15(f) in the Company's
Registration Statement on Form S-1 (Reg. No. 333-18507) filed
with the Securities and Exchange Commission on January 27,
1997).
10.10(g) -- Indemnification Agreement by and between Wyndham Hotel
Corporation and Leslie V. Bentley (Incorporated by reference to
exhibit number 10.15(g) in the Company's Registration Statement
on Form S-1 (Reg. No. 333-18507) filed with the Securities and
Exchange Commission on January 27, 1997).
10.10(h) -- Indemnification Agreement by and between Wyndham Hotel
Corporation and Robert A. Whitman (Incorporated by reference to
exhibit number 10.15(h) in the Company's Registration Statement
on Form S-1 (Reg. No. 333-18507) filed with the Securities and
Exchange Commission on January 27, 1997).
10.11(a) -- 6% Promissory Note made by James D. Carreker (Incorporated by
reference to exhibit number 10.16(a) in Amendment No. 1 to the
Company's Registration Statement on Form S-1 (Reg. No. 333-2214)
filed with the Securities and Exchange Commission on May 1,
1996).
10.11(b) -- 6% Promissory Note made by Leslie V. Bentley (Incorporated by
reference to exhibit number 10.16(b) in Amendment No. 1 to the
Company's Registration Statement on Form S-1 (Reg. No. 333-2214)
filed with the Securities and Exchange Commission on May 1,
1996).
10.11(c) -- 6% Promissory Note made by Eric A. Danziger (Incorporated by
reference to exhibit number 10.16(c) in Amendment No. 1 to the
Company's Registration Statement on Form S-1 (Reg. No. 333-2214)
filed with the Securities and Exchange Commission on May 1,
1996).
10.11(d) -- 6% Promissory Note made by Anne L. Raymond (Incorporated by
reference to exhibit number 10.16(d) in Amendment No. 1 to the
Company's Registration Statement on Form S-1 (Reg. No. 333-2214)
filed with the Securities and Exchange Commission on May 1,
1996).
10.11(e) -- 6% Promissory Note made by Stanley M. Koonce, Jr.
(Incorporated by reference to exhibit number 10.16(e) in
Amendment No. 1 to the Company's Registration Statement on Form
S-1 (Reg. No. 333-2214) filed with the Securities and Exchange
Commission on May 1, 1996).
24
25
EXHIBIT EXHIBIT
NUMBER DESCRIPTION
10.11(f) -- 6% Promissory Note made by Wyndham Employees Ltd.
(Incorporated by reference to exhibit number 10.16(f) in
Amendment No. 1 to the Company's Registration Statement on Form
S-1 (Reg. No. 333-2214) filed with the Securities and Exchange
Commission on May 1, 1996).
10.12 -- Stockholders' Agreement Consent dated September 30, 1996.
10.13(a) -- Wyndham Employees Savings & Retirement Plan (Incorporated by
reference to exhibit number 10.19(a) in Amendment No. 2 to the
Company's Registration Statement on Form S-1 (Reg. No. 333-2214)
filed with the Securities and Exchange Commission on May 14,
1996).
10.13(b) -- Wyndham Hotel Corporation 1996 Long Term Incentive Plan, as
revised (Incorporated by reference to exhibit number 10.19(b) in
Amendment No. 3 to the Company's Registration Statement on Form
S-1 (Reg. No. 333-2214) filed with the Securities and Exchange
Commission on May 20, 1996).
10.13(c) -- Non-Employee Directors' Retainer Stock Plan, as revised
(Incorporated by reference to exhibit number 10.19(c) in
Amendment No. 3 to the Company's Registration Statement on Form
S-1 (Reg. No. 333-2214) filed with the Securities and Exchange
Commission on May 20, 1996).
10.14 -- Operating Deficit Guaranty and Reserves Agreement dated as of
August 25, 1993 by and among Playhouse Square Hotel Limited
Partnership, Society National Bank and the Lenders (Incorporated
by reference to exhibit number 10.22 in Amendment No. 1 to the
Company's Registration Statement on Form S-1 (Reg. No. 333-2214)
filed with the Securities and Exchange Commission on May 1,
1996).
10.15 -- Registration Rights Agreement dated as of September 30, 1996
between the Company and Smith Barney, Inc.
10.16 -- Registration Rights Agreement dated as of April 29, 1996
between the Company and General Electric Investment Corporation.
10.17 -- Promissory Note dated April 15, 1995 between the Company and
WFLP.
10.18 -- Computerized Reservation Service Agreement between ISIS 2000
and the Company (Incorporated by reference to exhibit number
10.28 in the Company's Registration Statement on Form S-1 (Reg.
No. 333-18507) filed with the Securities and Exchange Commission
on January 27, 1997).
10.19 -- Indemnification Agreements by and between Elise Turner as an
Officer of GHMB, Inc.; MBAH, Inc.; CHMB, Inc.; Waterfront
Management Corporation; PSMB, Inc.; MTMB, Inc.; MDMB, Inc.;
AMMB, Inc.; OHMB, Inc.; WNMB, Inc.; MBWD, Inc.; MBWH, Inc.; and
BHMB, Inc., which Corporations are the Holders of Liquor
Licenses, and Wyndham Management Corporation (Incorporated by
reference to exhibit number 10.29 in the Company's Registration
Statement on Form S-1 (Reg. No. 333-18507) filed with the
Securities and Exchange Commission on January 27, 1997).
25
26
EXHIBIT EXHIBIT
NUMBER DESCRIPTION
10.20 -- Senior Secured Revolving Credit Agreement among Wyndham Hotel
Corporation, The Lenders Party Thereto and Bankers Trust Company
(incorporated by reference to the Company's Quarterly Report on
Form 10-Q for the Quarter Ended June 30, 1996).
10.21 -- Management Contract between Homegate Hospitality, Inc. and
the Company, dated August 26, 1996 (incorporated by reference to
Exhibit No. 10.1 of the Company's Quarterly Report on Form 10-Q
for the Quarter ended September 30, 1996).
10.22 -- Proxy Agreement, dated as of April 14, 1997, by and between
Patriot American Hospitality, Inc. and CF Securities, L.P.,
James D. Carreker, Leslie V. Bentley, Anne L. Raymond, Stanley
M. Koonce, Jr. And the Company (incorporated by reference to
Exhibit Number 10.1 to Schedule 13D filed with the Securities
and Exchange Commission on April 24, 1997 on behalf of CF
Securities, L.P.)
10.23 -- Asset Management Agreements between Wyndham Hotel Corporation
and Playhouse Square Hotel L.P. and the other Parties Listed on
Schedule A attached thereto.
10.24 -- Indemnification Agreements between the Company and Susan R.
Bolger and the other Parties Listed on Schedule A attached
thereto.
10.25 -- Capital Contribution Note dated as of December 22, 1995 by
and between Pleasanton Hotel Partners, L.P. and the Company
(Incorporated by reference to Exhibit Number 10.18(a) in
Amendment No. 1 to the Company's Registration Statement on Form
S-1 (Reg. No. 333-2214) filed with the Securities and Exchange
Commission on May 1, 1996).
10.26 -- Capital Contribution Note dated as of October 2, 1995 by and
between WHC-LG Hotel Partners and the Company (Incorporated by
reference to Exhibit Number 10.18(b) in Amendment No. 1 to the
Company's Registration Statement on Form S-1 (Reg. No. 333-2214)
filed with the Securities and Exchange Commission on May 1,
1996)
10.27 -- Capital Contribution Note dated as of May 26, 1995 by and
between New Orleans Hotel I, L.P. and the Company (Incorporated
by reference to Exhibit No. 10.18(c) in Amendment No. 1 to the
Company's Registration Statement on Form S-1 (Reg. No. 333-2214)
filed with the Securities and Exchange Commission on May 1,
1996).
10.28 -- FF&E Contract, dated June 30, 1994, by and between Wyndham
Hotel Company Ltd. and Waterfront Hotel Associates, S.E., as
amended.
10.29 -- FF&E and Technical Services Contract, dated May 26, 1995, by
and between Wyndham Hotel Company Ltd. And Convention Center
Boulevard Hotel, Limited.
10.30 -- Corporate Guaranty Agreements by Wyndham Hotel Corporation on
behalf of ISIS 2000 Limited Partnership for the benefit of Banc
One Leasing Corporation, including Master Lease Agreement and
Schedule of Additional Guaranty Agreements.
10.31 -- Guarantor Agreement, dated May 26, 1995 by and among Convention
Center Boulevard Hotel, Ltd., the Company, Darryl D. Berger and
Roger H. Ogden.
10.32 -- Corporate Guaranty Agreement, dated May 15, 1996, by Wyndham
Hotel Corporation on behalf of ISIS 2000 Limited Partnership
for the benefit of IBM Credit Corporation.
26
27
EXHIBIT EXHIBIT
NUMBER DESCRIPTION
11 -- Computation of Earnings Per Share.
27.1 -- Financial Data Schedule.
(b) Reports on Form 8-K:
On April 23, 1997, the Company filed a Form 8-K reporting the
proposed merger with Patriot American Hospitality, Inc., no financial
statements were included.
27
28
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
WYNDHAM HOTEL CORPORATION
---------------------------------------
(Registrant)
Date: May 12, 1997 By: /s/ James D. Carreker
------------------------------------
James D. Carreker
President and Chief Executive Officer
Date: May 12, 1997 By: /s/ Anne L. Raymond
------------------------------------
Anne L. Raymond
Chief Financial Officer, Executive
Vice President and Director (Principal
Financial Officer)
28
29
EXHIBIT INDEX
EXHIBIT EXHIBIT
NUMBER DESCRIPTION
2.1 -- Agreement and Plan of Merger, dated as of April 14, 1997, by
and between Patriot American Hospitality, Inc. and the Company
(incorporated by reference to Exhibit Number 2.2 to Schedule 13D
filed with the Securities and Exchange Commission on April 24,
1997 on behalf of CF Securities, L.P.) The "Disclosure Letters"
referred to in the Agreement and Plan of Merger are omitted, as
they constitute "schedules" within the meaning of Item 601 of
Regulation S-K. The Company undertakes to furnish supplementally
such Disclosure Letters to the Commission upon request.
3.1 -- Amended and Restated Certificate of Incorporation of the
Company (Incorporated by reference to exhibit number 3.1 in
Amendment No. 1 to the Company's Registration Statement on Form
S-1 (Reg. No. 333-2214) filed with the Securities and Exchange
Commission on May 1, 1996).
3.2 -- Amended and Restated Bylaws of the Company (Incorporated by
reference to exhibit number 3.2 in Amendment No. 1 to the
Company's Registration Statement on Form S-1 (Reg. No. 333-2214)
filed with the Securities and Exchange Commission on May 1,
1996).
4.1 -- Form of specimen certificate for the Common Stock
(Incorporated by reference to exhibit number 4.1 in Amendment
No. 2 to the Company's Registration Statement on Form S-1 (Reg.
No. 333-2214) filed with the Securities and Exchange Commission
on May 14, 1996).
4.2 -- Relevant portions of Amended and Restated Certificate of
Incorporation (Reference is hereby made to Exhibit 3.1).
10.1(a) -- Management Agreement dated as of May 10, 1995 by and between
Anatole Hotel Investors, L.P. and Wyndham Hotel Company Ltd.
(Incorporated by reference to exhibit number 10.1(a) in the
Company's Registration Statement on Form S-1 (Reg. No. 333-2214)
filed with the Securities and Exchange Commission on March 11,
1996).
10.1(b) -- Form of Management Agreement dated as of September 27, 1994
by and between Bedrock Annapolis Investment Partners Level I,
L.P. and Wyndham Hotel Company Ltd. (together with attachment)
(Incorporated by reference to exhibit number 10.1(b) in the
Company's Registration Statement on Form S-1 (Reg. No. 333-2214)
filed with the Securities and Exchange Commission on March 11,
1996).
30
EXHIBIT EXHIBIT
NUMBER DESCRIPTION
10.1(c) -- Management Agreement dated as of March 10, 1988 by and
between Franklin Plaza Associates and Wyndham Hotel Company, as
amended by First Amendment dated November 17, 1993 (Incorporated
by reference to exhibit number 10.1(c) in the Company's
Registration Statement on Form S-1 (Reg. No. 333-2214) filed
with the Securities and Exchange Commission on March 11, 1996).
10.1(d) -- Service Agreement dated as of November 17, 1993 by and
between Franklin Plaza Realty Limited Partnership and Wyndham
Hotel Company Ltd. (Incorporated by reference to exhibit number
10.1(d) in the Company's Registration Statement on Form S-1
(Reg. No. 333-2214) filed with the Securities and Exchange
Commission on March 11, 1996).
10.1(e) -- Management Agreement dated as of December 1, 1984 by and
between Houston Greenspoint Hotel Associates and Wyndham Hotel
Company (Incorporated by reference to exhibit number 10.1(e) in
the Company's Registration Statement on Form S-1 (Reg. No.
333-2214) filed with the Securities and Exchange Commission on
March 11, 1996).
10.1(f) -- Management Agreement dated as of December 4, 1991 by and
between Itasca Hotel Company and Wyndham Hotel Company Ltd., as
amended by Amendment dated March 19, 1996 (Incorporated by
reference to exhibit number 10.1(f) in the Company's
Registration Statement on Form S-1 (Reg. No. 333-2214) filed
with the Securities and Exchange Commission on March 11, 1996).
10.1(g) -- Management Agreement dated as of June 30, 1994 by and between
Waterfront Hotel Associates, S.E. and Old San Juan Management,
Ltd. S.E. (Incorporated by reference to exhibit number 10.1(g)
in Amendment No. 1 to the Company's Registration Statement on
Form S-1 (Reg. No. 333-2214) filed with the Securities and
Exchange Commission on May 1, 1996).
10.1(h) -- Management Agreement dated as of May 26, 1995 by and between
Convention Center Boulevard Hotel, Limited and Wyndham Hotel
Company Ltd. (Incorporated by reference to exhibit number
10.1(h) in Amendment No. 1 to the Company's Registration
Statement on Form S-1 (Reg. No. 333-2214) filed with the
Securities and Exchange Commission on May 1, 1996).
10.1(i) -- Management Agreement dated as of August 25, 1993 by and
between Playhouse Square Hotel Limited Partnership and Wyndham
Hotel Company Ltd. (Incorporated by reference to exhibit number
10.1(i) in Amendment No. 1 to the Company's Registration
Statement on Form S-1 (Reg. No. 333-2214) filed with the
Securities and Exchange Commission on May 1, 1996).
10.1(j) -- Management Agreement dated as of March 1, 1986 by and between
CLC Partnership and Wyndham Hotel Company, as amended by First
Amendment dated June 30, 1988 (Incorporated by reference to
exhibit number 10.1(j) in Amendment No. 1 to the Company's
Registration Statement on Form S-1 (Reg. No. 333-2214) filed
with the Securities and Exchange Commission on May 1, 1996).
31
EXHIBIT EXHIBIT
NUMBER DESCRIPTION
10.1(k) -- Management Agreement dated as of December 22, 1987 by and
among Badger XVI Limited Partnership, Crow Division Partners and
Wyndham Hotel Company, as amended by First Amendment dated
February 26, 1988 (Incorporated by reference to exhibit number
10.1(k) in Amendment No. 1 to the Company's Registration
Statement on Form S-1 (Reg. No. 333-2214) filed with the
Securities and Exchange Commission on May 1, 1996).
10.1(l) -- Management Agreement dated as of November 20, 1987 by and
between Hotel and Convention Center Partners I, Ltd. And Wyndham
Hotel Corporation II, Inc., as amended by Amendment dated
November 1, 1993 (Incorporated by reference to exhibit number
10.1(l) in Amendment No. 1 to the Company's Registration
Statement on Form S-1 (Reg. No. 333-2214) filed with the
Securities and Exchange Commission on May 1, 1996).
10.2 -- Investment Agreement dated as of May 2, 1994 among The
Hampstead Group, Inc., Wyndham Hotel Company Ltd., The Partners
in Wyndham Hotel Company Ltd., and Crow Family Partnership,
L.P., as amended (Incorporated by reference to exhibit number
10.2 in Amendment No. 1 to the Company's Registration Statement
on Form S-1 (Reg. No. 333-2214) filed with the Securities and
Exchange Commission on May 1, 1996).
10.3(a) -- Lease dated as of April 1, 1996 by and between Hospitality
Properties Trust and Garden Hotel Associates II Limited
Partnership (Incorporated by reference to exhibit number 10.3(a)
in the Company's Registration Statement on Form S-1 (Reg. No.
333-18507) filed with the Securities and Exchange Commission on
January 27, 1997).
10.3(b) -- Lease Agreement dated as of March 1, 1988 by and between
Lincoln Island Associates No. 1, Limited and WHI Limited
Partnership (Incorporated by reference to exhibit number 10.3(b)
in the Company's Registration Statement on Form S-1 (Reg. No.
333-2214) filed with the Securities and Exchange Commission on
March 11, 1996).
10.3(c) -- Lease Agreement dated December 19, 1989 by and between Rose
Hall Hotel Limited and Rose Hall Associates Limited Partnership
(Incorporated by reference to exhibit number 10.3(c) in the
Company's Registration Statement on Form S-1 (Reg. No. 333-2214)
filed with the Securities and Exchange Commission on March 11,
1996).
10.3(d) -- Sublease Agreement dated as of November 17, 1989 by and
between Copley-Commerce-Telegraph #1 Associates, as assignee of
Crow-Staley-Commerce #1 Limited Partnership and Commerce Hotel
Partners Ltd. (Incorporated by reference to exhibit number
10.3(d) in the Company's Registration Statement on Form S-1
(Reg. No. 333-2214) filed with the Securities and Exchange
Commission on March 11, 1996).
10.3(e) -- Ground Lease dated as of March 26, 1987 by and between Fred
C. Boysen, Dorothy Boysen, Ted Boysen and Rose Boysen and Garden
Hotel Associates Limited Partnership, as assignee of Ramada
Hotel Operating Company as amended by First Amendment dated as
of May 7, 1990 (Incorporated by reference to exhibit number
10.3(e) in the Company's Registration Statement on Form S-1
(Reg. No. 333-2214) filed with the Securities and Exchange
Commission on March 11, 1996).
32
EXHIBIT EXHIBIT
NUMBER DESCRIPTION
10.3(f) -- Lease Agreement dated as of November 26, 1990 by and between
Tower 2001 Limited Partnership and Wyndham Hotel Company Ltd.,
as amended by Letter Agreement dated March 9, 1994 and Letter
Agreement dated March 22, 1995, and as amended by Amendment No.
1 dated as of November 30, 1995 (Incorporated by reference to
exhibit number 10.3(f) in the Company's Registration Statement
on Form S-1 (Reg. No. 333-2214) filed with the Securities and
Exchange Commission on March 11, 1996).
10.3(g) -- Lease Agreement dated as of January 1992 by and between 475
Park Avenue South Co. and Wyndham Hotel Company Ltd., as amended
by Amendment of Lease dated January 30, 1995 (Incorporated by
reference to exhibit number 10.3(g) in the Company's
Registration Statement on Form S-1 (Reg. No. 333-2214) filed
with the Securities and Exchange Commission on March 11, 1996).
10.3(h) -- Sublease dated as of May 31, 1995 between Banc One Mortgage
Corporation and Wyndham Hotels & Resorts (Incorporated by
reference to exhibit number 10.3(h) in the Company's
Registration Statement on Form S-1 (Reg. No. 333-2214) filed
with the Securities and Exchange Commission on March 11, 1996).
10.3(i) -- Lease Agreement dated as of May 16, 1994 by and between Wirtz
Realty Corporation, as agent for 333 Building Corporation and
Wyndham Hotel Company Ltd. (Incorporated by reference to exhibit
number 10.3(i) in Amendment No. 1 to the Company's Registration
Statement on Form S-1 (Reg. No. 333-2214) filed with the
Securities and Exchange Commission on May 1, 1996).
10.3(j) -- Lease Agreement dated as of May 18, 1994 by and between
Columbia Executive Offices, Inc. and The Inn at Semiahmoo a
Wyndham Resort (Incorporated by reference to exhibit number
10.3(j) in Amendment No. 1 to the Company's Registration
Statement on Form S-1 (Reg. No. 333-2214) filed with the
Securities and Exchange Commission on May 1, 1996).
10.3(k) -- Lease Agreement dated as of January 8, 1997 by and between
HPTSLC Corporation and WHC Salt Lake City Corporation
(Incorporated by reference to exhibit number 10.3(k) in the
Company's Registration Statement on Form S-1 (Reg. No.
333-18507) filed with the Securities and Exchange Commission on
January 27, 1997.).
10.4 -- Master Alliance Agreement dated as of January 9, 1997 by and
among American General Hospitality Corporation, American General
Hospitality Operating Partnership, L.P., WHC Franchise
Corporation and WHC Development Corporation (Incorporated by
reference to exhibit number 10.4 in the Company's Registration
Statement on Form S-1 (Reg. No. 333-18507) filed with the
Securities and Exchange Commission on January 27, 1997.).
10.5 -- Limited Guaranty Agreement dated as of January 8, 1997 made
by the Company for the benefit of HPTSLC Corporation
Incorporated by reference to exhibit number 10.5 in the
Company's Registration Statement on Form S-1 (Reg. No.
333-18507) filed with the Securities and Exchange Commission on
January 27, 1997).
33
EXHIBIT EXHIBIT
NUMBER DESCRIPTION
10.5(a) -- Form of Asset Management Agreement to be entered into between
the Company and various Crow Family Real Estate Entities
(Incorporated by reference to exhibit number 10.5(a) in
Amendment No. 2 to the Company's Registration Statement on Form
S-1 (Reg. No. 333-2214) filed with the Securities and Exchange
Commission on May 14, 1996).
10.6(a) -- Service Agreement, dated as of May 21, 1996, by and between
the Company and ISIS 2000 LP (Incorporated by reference to
exhibit number 10.6(a) in the Company's Registration Statement
on Form S-1 (Reg. No. 333-18507) filed with the Securities and
Exchange Commission on January 27, 1997).
10.6(b) -- Service Agreement, dated as of May 21, 1996, by and between
the Company and Wynright Insurance (Incorporated by reference to
exhibit number 10.6(b) in the Company's Registration Statement
on Form S-1 (Reg. No. 333-18507) filed with the Securities and
Exchange Commission on January 27, 1997).
10.6(c) -- Service Agreement, dated as of May 21, 1996, by and between
the Company and CW Synergistech, LP (Incorporated by reference
to exhibit number 10.6(c) in the Company's Registration
Statement on Form S-1 (Reg. No. 333-18507) filed with the
Securities and Exchange Commission on January 27, 1997).
10.7 -- Indenture relating to the 10 1/2% Senior Subordinated Notes
due 2006 (Incorporated by reference to exhibit number 10.10 in
the Company's Registration Statement on Form S-1 (Reg. No.
333-18507) filed with the Securities and Exchange Commission on
January 27, 1997).
10.8 -- Stockholders' Agreement ("Stockholders' Agreement") among
Wyndham Hotel Corporation and the Stockholders listed on the
signature pages thereof (Incorporated by reference to exhibit
number 10.13 in the Company's Registration Statement on Form S-1
(Reg. No. 333-18507) filed with the Securities and Exchange
Commission on January 27, 1997).
10.9 -- Registration Rights Agreement among Wyndham Hotel Corporation
and the parties identified on the signature pages thereof
(Incorporated by reference to exhibit number 10.14 in the
Company's Registration Statement on Form S-1 (Reg. No.
333-18507) filed with the Securities and Exchange Commission on
January 27, 1997).
10.10(a) -- Indemnification Agreement by and between Wyndham Hotel
Corporation and James D. Carreker (Incorporated by reference to
exhibit number 10.15(a) in the Company's Registration Statement
on Form S-1 (Reg. No. 333-18507) filed with the Securities and
Exchange Commission on January 27, 1997).
10.10(b) -- Indemnification Agreement by and between Wyndham Hotel
Corporation and Anne L. Raymond (Incorporated by reference to
exhibit number 10.15(b) in the Company's Registration Statement
on Form S-1 (Reg. No. 333-18507) filed with the Securities and
Exchange Commission on January 27, 1997).
34
EXHIBIT EXHIBIT
NUMBER DESCRIPTION
10.10(c) -- Indemnification Agreement by and between Wyndham Hotel
Corporation and Harlan R. Crow (Incorporated by reference to
exhibit number 10.15(c) in the Company's Registration Statement
on Form S-1 (Reg. No. 333-18507) filed with the Securities and
Exchange Commission on January 27, 1997).
10.10(d) -- Indemnification Agreement by and between Wyndham Hotel
Corporation and Daniel A. Decker (Incorporated by reference to
exhibit number 10.15(d) in the Company's Registration Statement
on Form S-1 (Reg. No. 333-18507) filed with the Securities and
Exchange Commission on January 27, 1997).
10.10(e) -- Indemnification Agreement by and between Wyndham Hotel
Corporation and Susan T. Groenteman (Incorporated by reference
to exhibit number 10.15(e) in the Company's Registration
Statement on Form S-1 (Reg. No. 333-18507) filed with the
Securities and Exchange Commission on January 27, 1997).
10.10(f) -- Indemnification Agreement by and between Wyndham Hotel
Corporation and Stanley M. Koonce, Jr. (Incorporated by
reference to exhibit number 10.15(f) in the Company's
Registration Statement on Form S-1 (Reg. No. 333-18507) filed
with the Securities and Exchange Commission on January 27,
1997).
10.10(g) -- Indemnification Agreement by and between Wyndham Hotel
Corporation and Leslie V. Bentley (Incorporated by reference to
exhibit number 10.15(g) in the Company's Registration Statement
on Form S-1 (Reg. No. 333-18507) filed with the Securities and
Exchange Commission on January 27, 1997).
10.10(h) -- Indemnification Agreement by and between Wyndham Hotel
Corporation and Robert A. Whitman (Incorporated by reference to
exhibit number 10.15(h) in the Company's Registration Statement
on Form S-1 (Reg. No. 333-18507) filed with the Securities and
Exchange Commission on January 27, 1997).
10.11(a) -- 6% Promissory Note made by James D. Carreker (Incorporated by
reference to exhibit number 10.16(a) in Amendment No. 1 to the
Company's Registration Statement on Form S-1 (Reg. No. 333-2214)
filed with the Securities and Exchange Commission on May 1,
1996).
10.11(b) -- 6% Promissory Note made by Leslie V. Bentley (Incorporated by
reference to exhibit number 10.16(b) in Amendment No. 1 to the
Company's Registration Statement on Form S-1 (Reg. No. 333-2214)
filed with the Securities and Exchange Commission on May 1,
1996).
10.11(c) -- 6% Promissory Note made by Eric A. Danziger (Incorporated by
reference to exhibit number 10.16(c) in Amendment No. 1 to the
Company's Registration Statement on Form S-1 (Reg. No. 333-2214)
filed with the Securities and Exchange Commission on May 1,
1996).
10.11(d) -- 6% Promissory Note made by Anne L. Raymond (Incorporated by
reference to exhibit number 10.16(d) in Amendment No. 1 to the
Company's Registration Statement on Form S-1 (Reg. No. 333-2214)
filed with the Securities and Exchange Commission on May 1,
1996).
10.11(e) -- 6% Promissory Note made by Stanley M. Koonce, Jr.
(Incorporated by reference to exhibit number 10.16(e) in
Amendment No. 1 to the Company's Registration Statement on Form
S-1 (Reg. No. 333-2214) filed with the Securities and Exchange
Commission on May 1, 1996).
35
EXHIBIT EXHIBIT
NUMBER DESCRIPTION
10.11(f) -- 6% Promissory Note made by Wyndham Employees Ltd.
(Incorporated by reference to exhibit number 10.16(f) in
Amendment No. 1 to the Company's Registration Statement on Form
S-1 (Reg. No. 333-2214) filed with the Securities and Exchange
Commission on May 1, 1996).
10.12 -- Stockholders' Agreement Consent dated September 30, 1996.
10.13(a) -- Wyndham Employees Savings & Retirement Plan (Incorporated by
reference to exhibit number 10.19(a) in Amendment No. 2 to the
Company's Registration Statement on Form S-1 (Reg. No. 333-2214)
filed with the Securities and Exchange Commission on May 14,
1996).
10.13(b) -- Wyndham Hotel Corporation 1996 Long Term Incentive Plan, as
revised (Incorporated by reference to exhibit number 10.19(b) in
Amendment No. 3 to the Company's Registration Statement on Form
S-1 (Reg. No. 333-2214) filed with the Securities and Exchange
Commission on May 20, 1996).
10.13(c) -- Non-Employee Directors' Retainer Stock Plan, as revised
(Incorporated by reference to exhibit number 10.19(c) in
Amendment No. 3 to the Company's Registration Statement on Form
S-1 (Reg. No. 333-2214) filed with the Securities and Exchange
Commission on May 20, 1996).
10.14 -- Operating Deficit Guaranty and Reserves Agreement dated as of
August 25, 1993 by and among Playhouse Square Hotel Limited
Partnership, Society National Bank and the Lenders (Incorporated
by reference to exhibit number 10.22 in Amendment No. 1 to the
Company's Registration Statement on Form S-1 (Reg. No. 333-2214)
filed with the Securities and Exchange Commission on May 1,
1996).
10.15 -- Registration Rights Agreement dated as of September 30, 1996
between the Company and Smith Barney, Inc.
10.16 -- Registration Rights Agreement dated as of April 29, 1996
between the Company and General Electric Investment Corporation.
10.17 -- Promissory Note dated April 15, 1995 between the Company and
WFLP.
10.18 -- Computerized Reservation Service Agreement between ISIS 2000
and the Company (Incorporated by reference to exhibit number
10.28 in the Company's Registration Statement on Form S-1 (Reg.
No. 333-18507) filed with the Securities and Exchange Commission
on January 27, 1997).
10.19 -- Indemnification Agreements by and between Elise Turner as an
Officer of GHMB, Inc.; MBAH, Inc.; CHMB, Inc.; Waterfront
Management Corporation; PSMB, Inc.; MTMB, Inc.; MDMB, Inc.;
AMMB, Inc.; OHMB, Inc.; WNMB, Inc.; MBWD, Inc.; MBWH, Inc.; and
BHMB, Inc., which Corporations are the Holders of Liquor
Licenses, and Wyndham Management Corporation (Incorporated by
reference to exhibit number 10.29 in the Company's Registration
Statement on Form S-1 (Reg. No. 333-18507) filed with the
Securities and Exchange Commission on January 27, 1997).
36
EXHIBIT EXHIBIT
NUMBER DESCRIPTION
10.20 -- Senior Secured Revolving Credit Agreement among Wyndham Hotel
Corporation, The Lenders Party Thereto and Bankers Trust Company
(incorporated by reference to the Company's Quarterly Report on
Form 10-Q for the Quarter Ended June 30, 1996).
10.21 -- Management Contract between Homegate Hospitality, Inc. and
the Company, dated August 26, 1996 (incorporated by reference to
Exhibit No. 10.1 of the Company's Quarterly Report on Form 10-Q
for the Quarter ended September 30, 1996).
10.22 -- Proxy Agreement, dated as of April 14, 1997, by and between
Patriot American Hospitality, Inc. and CF Securities, L.P.,
James D. Carreker, Leslie V. Bentley, Anne L. Raymond, Stanley
M. Koonce, Jr. And the Company (incorporated by reference to
Exhibit Number 10.1 to Schedule 13D filed with the Securities
and Exchange Commission on April 24, 1997 on behalf of CF
Securities, L.P.)
10.23 -- Asset Management Agreements between Wyndham Hotel Corporation
and Playhouse Square Hotel L.P. and the other Parties Listed on
Schedule A attached thereto.
10.24 -- Indemnification Agreements between the Company and Susan R.
Bolger and the other Parties Listed on Schedule A attached
thereto.
10.25 -- Capital Contribution Note dated as of December 22, 1995 by
and between Pleasanton Hotel Partners, L.P. and the Company
(Incorporated by reference to Exhibit Number 10.18(a) in
Amendment No. 1 to the Company's Registration Statement on Form
S-1 (Reg. No. 333-2214) filed with the Securities and Exchange
Commission on May 1, 1996).
10.26 -- Capital Contribution Note dated as of October 2, 1995 by and
between WHC-LG Hotel Partners and the Company (Incorporated by
reference to Exhibit Number 10.18(b) in Amendment No. 1 to the
Company's Registration Statement on Form S-1 (Reg. No. 333-2214)
filed with the Securities and Exchange Commission on May 1,
1996)
10.27 -- Capital Contribution Note dated as of May 26, 1995 by and
between New Orleans Hotel I, L.P. and the Company (Incorporated
by reference to Exhibit No. 10.18(c) in Amendment No. 1 to the
Company's Registration Statement on Form S-1 (Reg. No. 333-2214)
filed with the Securities and Exchange Commission on May 1,
1996).
10.28 -- FF&E Contract, dated June 30, 1994, by and between Wyndham
Hotel Company Ltd. and Waterfront Hotel Associates, S.E., as
amended.
10.29 -- FF&E and Technical Services Contract, dated May 26, 1995, by
and between Wyndham Hotel Company Ltd. And Convention Center
Boulevard Hotel, Limited.
10.30 -- Corporate Guaranty Agreements by Wyndham Hotel Corporation on
behalf of ISIS 2000 Limited Partnership for the benefit of Banc
One Leasing Corporation, including Master Lease Agreement and
Schedule of Additional Guaranty Agreements.
10.31 -- Guarantor Agreement, dated May 26, 1995 by and among Convention
Center Boulevard Hotel, Ltd., the Company, Darryl D. Berger and
Roger H. Ogden.
10.32 -- Corporate Guaranty Agreement, dated May 15, 1996, by Wyndham
Hotel Corporation on behalf of ISIS 2000 Limited Partnership
for the benefit of IBM Credit Corporation.
37
EXHIBIT EXHIBIT
NUMBER DESCRIPTION
11 -- Computation of Earnings Per Share.
27.1 -- Financial Data Schedule.