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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
July 31, 1997
WYNDHAM HOTEL CORPORATION
(Exact name of Registrant as Specified in its Charter)
DELAWARE 1-11723 75-263-6072
(State of Other Jurisdiction (Commission File (IRS Employer Identification No.)
of Incorporation) Number)
2001 BRYAN STREET, SUITE 2300 75201
DALLAS, TEXAS (Zip Code)
(Address of Principal Executive Offices)
(214) 863-1000
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year,
if change since last report)
Index to Exhibits appears on page 5 herein.
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On July 31, 1997, Wyndham Hotel Corporation ("Wyndham") acquired
through merger Kansas City-based ClubHouse Hotels, Inc. ("ClubHouse"), a
privately held hospitality company with a portfolio of 17 hotels operating in
the mid- scale segment of the lodging industry. Of the hotels comprising
ClubHouse's portfolio, Wyndham acquired through the merger or in related
acquisition transactions ownership of 13 ClubHouse hotels and partial ownership
of 3 ClubHouse hotels. Wyndham also acquired through the merger ownership of
the "ClubHouse" brand name, as well as the license rights with respect to one
franchised ClubHouse hotel. Wyndham plans to continue to operate all such
hotels, but will remodel 7 of the hotels and convert them to Wyndham-brand
hotels. The principal stockholders of ClubHouse were David H. Aull and Roland
W. Samples, each of whom entered into a non-competition and non-disclosure
agreement with Wyndham and Clubhouse providing for consideration to be paid to
each of such individuals in the amount of $500,000.
The terms of the merger and related transactions were reached
following arms-length negotiations among the parties involved. The total
consideration paid by Wyndham in connection with the merger and related
transactions included (1) the issuance of 1,599,448 shares of common stock of
Wyndham pursuant to the merger (with the total number of shares issuable
subject to a working capital adjustment to be made in the future), (2) the
assumption of approximately $23.5 million of debt and (3) the payment of
approximately $55.6 million in cash. The funds necessary to pay cash were
borrowed under Wyndham's revolving credit facility with Bankers Trust Company,
as agent for a group of financial institutions.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a)(b) It is at this time impracticable to provide the financial
statements of the acquired company or pro forma financial
statements. These financial statements will be furnished
within 60 calendar days.
(c) The following exhibits are filed as part of this Report:
Exhibit
Number Description
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2.1 Agreement and Plan of Merger dated as of July 21,
1997 by and among ClubHouse Hotels, Inc., Wyndham
Hotel Corporation, WHC Acquisition Corporation, David
H. Aull and Roland W. Samples, together with all
exhibits attached thereto. Also attached is a letter
agreement dated July 30, 1997 and a letter agreement
dated July 31, 1997, each of which amend the terms of
the Agreement and Plan of Merger in certain respects.
The schedules attached to and identified in the
Agreement and Plan of Merger are omitted in reliance
upon Item 601 of Regulation S-K. The Company agrees
to furnish supplementally a copy of any such omitted
schedules to the Commission upon request.
2.2 Warrant Conversion Agreement dated as of July 31,
1997 by and among ClubHouse Hotels, Inc., ClubHouse
Inns of America, Inc., ClubHouse Properties, Inc.,
Wyndham Hotel Corporation, WHC Acquisition
Corporation and K.D.F.
2.3 Non-Competition and Non-Disclosure Agreement dated as
of July 31, 1997 by and among David H. Aull, Wyndham
Hotel Corporation and ClubHouse Hotels, Inc.
2.4 Non-Competition and Non-Disclosure Agreement dated as
of July 31, 1997 by and among Roland W. Samples,
Wyndham Hotel Corporation and ClubHouse Hotels, Inc.
2.5 Hotel Purchase Agreement dated as of July 28, 1997 by
and among Wyndham Hotel Corporation, Valdosta C.I.
Associates, L.P. and R.T. Land Venture, Inc.
2.6 Hotel Purchase Agreement dated as of July 23, 1997 by
and among Wyndham Hotel Corporation, C.I. Nashville,
Inc. and K.D.F. The schedules attached to and
identified in the Hotel Purchase Agreement are
omitted in reliance upon Item 601 of Regulation S-K.
The Company undertakes to furnish suppementally a
copy of any such omitted schedules to the Commission
upon request.
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2.7 Agreement for Assignment of Rights Under Purchase
Agreement (Atlanta C.I. Associates II, L.P.) dated as
of July 21, 1997 by and between ClubHouse Hotels,
Inc. and Wyndham Hotel Corporation (together with
related Purchase Agreement dated July 1, 1997 by and
between ClubHouse Hotels, Inc. and CPI Realty
Partners). A schedule identifying a substantially
identical document is attached and sets forth the
material differences between such document and the
document included as an exhibit to this filing.
2.8 Agreement for Assignment of Rights Under Purchase
Agreement (Topeka C.I. Associates, L.P.) dated
as of July 21, by and between ClubHouse Hotels, Inc.
and Wyndham Hotel Corporation (together with related
Purchase Agreement dated July 31, 1996 by and between
Gyosei Co., Ltd and Clubhouse Enterprises, Inc.).
A schedule identifying certain other substantially
identical documents is attached and sets forth the
material differences between such other documents and
the document included as an exhibit to this filing.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this Form 8-K to be signed on its behalf by the
undersigned hereunto duly authorized.
WYNDHAM HOTEL CORPORATION
/s/ James D. Carreker
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James D. Carreker
Chairman and Chief Executive
Officer
Date: August 15, 1997
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EXHIBIT INDEX
Exhibit
Number Description
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2.1 Agreement and Plan of Merger dated as of July 21,
1997 by and among ClubHouse Hotels, Inc., Wyndham
Hotel Corporation, WHC Acquisition Corporation, David
H. Aull and Roland W. Samples, together with all
exhibits attached thereto. Also attached is a letter
agreement dated July 30, 1997 and a letter agreement
dated July 31, 1997, each of which amend the terms of
the Agreement and Plan of Merger in certain respects.
The schedules attached to and identified in the
Agreement and Plan of Merger are omitted in reliance
upon Item 601 of Regulation S-K. The Company agrees
to furnish supplementally a copy of any such omitted
schedules to the Commission upon request.
2.2 Warrant Conversion Agreement dated as of July 31,
1997 by and among ClubHouse Hotels, Inc., ClubHouse
Inns of America, Inc., ClubHouse Properties, Inc.,
Wyndham Hotel Corporation, WHC Acquisition
Corporation and K.D.F.
2.3 Non-Competition and Non-Disclosure Agreement dated as
of July 31, 1997 by and among David H. Aull, Wyndham
Hotel Corporation and ClubHouse Hotels, Inc.
2.4 Non-Competition and Non-Disclosure Agreement dated as
of July 31, 1997 by and among Roland W. Samples,
Wyndham Hotel Corporation and ClubHouse Hotels, Inc.
2.5 Hotel Purchase Agreement dated as of July 28, 1997 by
and among Wyndham Hotel Corporation, Valdosta C.I.
Associates, L.P. and R.T. Land Venture, Inc.
2.6 Hotel Purchase Agreement dated as of July 23, 1997 by
and among Wyndham Hotel Corporation, C.I. Nashville,
Inc. and K.D.F. The schedules attached to and
identified in the Hotel Purchase Agreement are
omitted in reliance upon Item 601 of Regulation S-K.
The Company undertakes to furnish suppementally a
copy of any such omitted schedules to the Commission
upon request.
2.7 Agreement for Assignment of Rights Under Purchase
Agreement (Atlanta C.I. Associates II, L.P.) dated as
of July 21, 1997 by and between ClubHouse Hotels,
Inc. and Wyndham Hotel Corporation (together with
related Purchase Agreement dated July 1, 1997 by and
between ClubHouse Hotels, Inc. and CPI Realty
Partners). A schedule identifying a substantially
identical document is attached and sets forth the
material differences between such document and the
document included as an exhibit to this filing.
2.8 Agreement for Assignment of Rights Under Purchase
Agreement (Topeka C.I. Associates, L.P.) dated
as of July 21, by and between ClubHouse Hotels, Inc.
and Wyndham Hotel Corporation (together with related
Purchase Agreement dated July 31, 1996 by and between
Gyosei Co., Ltd and Clubhouse Enterprises, Inc.).
A schedule identifying certain other substantially
identical documents is attached and sets forth the
material differences between such other documents and
the document included as an exhibit to this filing.
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