1
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 September 30, 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
------------------------
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
----------------------------------------------------
(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 [ ]
The number of shares outstanding of the issuer's common stock as of November 12,
1997: Common Stock, $.01 par value - 21,618,310 shares.
2
WYNDHAM HOTEL CORPORATION
FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 1997
INDEX
PART I - FINANCIAL INFORMATION PAGE
----
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)
Consolidated Balance Sheets - December 31, 1996 and September 30, 1997.................................... 3
Consolidated Statements of Income - Quarter and Nine Months Ended September 30, 1996 and 1997............. 4
Consolidated Statements of Cash Flows - Nine Months Ended September 30, 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.................................................................................................. 14
Results of Operations..................................................................................... 17
Liquidity and Capital Resources........................................................................... 21
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS................................................................................ 22
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K................................................................. 22
SIGNATURES................................................................................................ 32
2
3
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
WYNDHAM HOTEL CORPORATION
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
DECEMBER 31, SEPTEMBER 30,
1996 1997
------------ ------------
(UNAUDITED)
ASSETS
Current assets:
Cash and cash equivalents ............................................ $ 11,517 $ 14,819
Cash, restricted ..................................................... 865 936
Accounts receivable, less allowance of $941 at December 31, 1996
and $2,063 at September 30, 1997 ................................... 13,330 15,682
Due from affiliates .................................................. 12,686 16,484
Inventories .......................................................... 1,430 1,887
Deferred income taxes ................................................ 1,539 1,975
Other ................................................................ 1,412 6,894
------------ ------------
Total current assets ............................................. 42,779 58,677
Investment in hotel partnerships .......................................... 1,125 4,092
Notes and other receivables from affiliates ............................... 7,685 8,316
Notes receivable .......................................................... 6,307 1,931
Property and equipment, net ............................................... 134,176 290,391
Management contract costs, net ............................................ 7,766 10,119
Security deposits ......................................................... 15,288 24,168
Deferred income taxes ..................................................... 14,148 14,372
Other ..................................................................... 13,688 17,376
Goodwill .................................................................. -- 20,857
------------ ------------
Total assets ..................................................... $ 242,962 $ 450,299
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses ................................ $ 23,556 $ 45,756
Deposits ............................................................. 959 1,652
Deposits from affiliates ............................................. 344 344
Current portion of long-term debt and capital lease obligations ...... 510 1,320
------------ ------------
Total current liabilities ........................................ 25,369 49,072
------------ ------------
Borrowings under revolving credit facility ................................ -- 72,000
Long-term debt and capital lease obligations .............................. 129,944 155,666
Deferred income taxes ..................................................... -- 20,970
Deferred gain ............................................................. 12,065 11,511
------------ ------------
142,009 260,147
------------ ------------
Minority interest ......................................................... -- 2,828
------------ ------------
Stockholders' equity:
Common stock ......................................................... 200 216
Additional paid-in capital ........................................... 84,342 133,137
Retained earnings .................................................... 11,714 22,668
Receivables from affiliates .......................................... (1,223) (1,229)
Notes receivable from stockholders ................................... (19,449) (17,138)
Unrealized gain on securities available for sale ..................... -- 790
Foreign currency translation adjustments ............................. -- (192)
------------ ------------
Total stockholders' equity ....................................... 75,584 138,252
------------ ------------
Total liabilities and stockholders' equity ................... $ 242,962 $ 450,299
============ ============
The accompanying notes are an integral part of the
consolidated financial statements.
3
4
WYNDHAM HOTEL CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE DATA)
QUARTER ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
---------------------- ----------------------
1996 1997 1996 1997
--------- --------- --------- ---------
(UNAUDITED)
Revenues:
Hotel revenues ................................... $ 30,388 $ 45,310 $ 71,302 $ 128,670
Management fees .................................. 1,953 2,472 6,434 6,751
Management fees - affiliates ..................... 4,015 5,301 10,112 13,816
Service fees ..................................... 426 766 1,111 1,973
Service fees - affiliates ........................ 763 726 1,850 1,817
Reimbursements ................................... 1,503 1,761 4,636 4,934
Reimbursements - affiliates ...................... 2,386 2,484 6,176 6,495
Other ............................................ (19) 95 320 800
--------- --------- --------- ---------
Total revenues ............................... 41,415 58,915 101,941 165,256
--------- --------- --------- ---------
Operating costs and expenses:
Hotel expenses ................................... 23,923 34,091 52,227 96,275
Selling, general and administrative expenses ..... 4,373 5,729 12,877 16,335
Equity participation compensation ................ -- -- 2,919 --
Reimbursable expenses ............................ 1,503 1,761 4,636 4,934
Reimbursable expenses - affiliates ............... 2,386 2,484 6,176 6,495
Depreciation and amortization .................... 2,151 3,581 5,609 8,789
Merger expenses .................................. -- 913 -- 3,632
--------- --------- --------- ---------
Total operating costs and expenses ........... 34,336 48,559 84,444 136,460
--------- --------- --------- ---------
Operating income ...................................... 7,079 10,356 17,497 28,796
Interest income ....................................... 539 503 982 1,371
Interest income - affiliates .......................... 180 184 536 688
Interest expense ...................................... (3,407) (4,664) (8,462) (11,788)
Equity in earnings of hotel partnerships .............. -- 120 870 120
Amortization of deferred gain ......................... 185 185 320 554
--------- --------- --------- ---------
Income before minority interests, income taxes and
extraordinary item .................................... 4,576 6,684 11,743 19,741
Income attributable to minority interests ............. -- -- 571 --
--------- --------- --------- ---------
Income before income taxes and extraordinary item ..... 4,576 6,684 11,172 19,741
Income tax (provision) benefits ....................... (1,807) (3,008) 10,388 (9,240)
--------- --------- --------- ---------
Income before extraordinary item ...................... 2,769 3,676 21,560 10,501
Extraordinary item (less applicable income tax benefits
of $270 for 1996 and $195 for 1997, respectively ) .... -- (298) (1,131) (298)
--------- --------- --------- ---------
Net income ............................................ $ 2,769 $ 3,378 $ 20,429 $ 10,203
========= ========= ========= =========
Earnings per share:
Income before extraordinary item - primary and
fully diluted .................................... $ .14 $ .17 $ 1.08 $ .52
Extraordinary item ............................... -- (.01) (.06) (.02)
--------- --------- --------- ---------
Net income - primary and fully diluted ........... $ .14 $ .16 $ 1.02 $ .50
========= ========= ========= =========
Average number of common shares outstanding ........... 20,018 21,097 20,018 20,382
========= ========= ========= =========
The accompanying notes are an integral part of the
consolidated financial statements.
4
5
WYNDHAM HOTEL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
NINE MONTHS ENDED
SEPTEMBER 30,
1996 1997
--------- ---------
(UNAUDITED)
Cash flows from operating activities:
Net income ..................................................... $ 20,429 $ 10,203
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization ................................ 5,168 7,862
Current income taxes ......................................... 2,569 8,916
Deferred income taxes ........................................ (12,958) 129
Provision for bad debt ....................................... 628 1,283
Amortization of deferred debt issuance costs ................. 441 927
Write-off of predecessor deferred debt issuance costs ........ 1,401 493
Amortization of deferred gain ................................ (312) (691)
Equity in earnings of hotel partnership ...................... -- (120)
Equity participation compensation ............................ 2,919 --
Minority interest ............................................ 571 --
Net withdrawals from restricted cash ......................... 2,196 (71)
Changes to operating assets and liabilities:
Accounts receivable .......................................... (3,887) (3,424)
Net change in due to/from affiliates ......................... (10,405) (3,739)
Other ........................................................ (1,273) (7,345)
Accounts payable and accrued expenses ........................ 10,409 471
Deposits ..................................................... (1,672) 362
Security deposits ............................................ (13,676) (6,917)
--------- ---------
Net cash provided by operating activities ................. 2,548 8,339
--------- ---------
Cash flows from investing activities:
Purchase of property and equipment ............................. (4,964) (23,085)
Proceeds from sale of property and equipment ................... 136,374 --
Investments in management contracts ............................ (575) (2,724)
Advances on notes receivable ................................... (11) (1,616)
Payment for purchase of hotels, net of cash acquired ........... (33,470) (8,205)
Purchase of equity investment in hotel partnerships ............ -- (2,848)
Acquisition of minority interest ............................... (5,479) --
Increase in long-term restricted cash .......................... (1,650) (140)
Collections on notes receivable ................................ 1,724 137
--------- ---------
Net cash provided by (used in) investing activities ....... 91,949 (38,481)
--------- ---------
Cash flows from financing activities:
Partners' contributed capital .................................. 4,801 --
Partners' capital distributions ................................ (29,593) --
Distribution made to withdrawing partners ...................... (982) --
Increase in payable to minority interest ....................... (218) --
Proceeds from borrowings under revolving credit facility ....... -- 78,750
Repayments of revolving credit facility ........................ -- (6,750)
Proceeds from issuance of common stock ......................... 69,504 --
Proceeds from long-term borrowings and issuance of debt ........ 94,383 9,675
Repayments of long-term borrowings and capital lease obligations (197,516) (51,293)
Collections/(advances) on notes receivable from stockholders ... (18,889) 3,062
--------- ---------
Net cash provided by (used in) financing activities ....... (78,510) 33,444
--------- ---------
Increase in cash and cash equivalents .............................. 15,987 3,302
Cash and cash equivalents at beginning of period ................... 4,160 11,517
--------- ---------
Cash and cash equivalents at end of period ......................... $ 20,147 $ 14,819
========= =========
The accompanying notes are an integral part of the
consolidated financial statements.
5
6
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 September 30, 1997 and for the period from May 24,
1996 through September 30, 1996 and the quarter and nine months ended
September 30, 1997 include the accounts of WHC, its wholly owned
subsidiaries and certain equity interests in hotel partnerships
(collectively, the "Company"). Financial statements for the period from
January 1, 1996 through May 24, 1996 relating to the period prior to the
Company's initial public offerings include the combined accounts of WHC,
its majority owned entities and a 30% owned hotel entity which was
accounted for using the equity method. 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
September 30, 1997 have been included. Operating results for the quarter
and nine months ended September 30, 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. PROPOSED MERGER WITH PATRIOT AMERICAN HOSPITALITY, INC.:
On April 14, 1997, the Company entered into a merger agreement with
Patriot American Hospitality, Inc. ("Patriot"), (as amended, 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"). Patriot
also entered into a related stock purchase agreement with the principal
stockholder of the Company (the "Stock Purchase Agreement"), to acquire all
of such stockholder's shares of the Company's common stock (the "Stock
Purchase.") The Cal-Jockey Merger was completed on July 1, 1997. As a
result of the Patriot Merger and the Stock Purchase, New Patriot REIT will
acquire all of the outstanding shares of common stock of the Company.
Pursuant to the Patriot Merger Agreement and the Stock Purchase Agreement,
each outstanding share of common stock of the Company ("Wyndham Common
Stock") generally will be converted into the right to receive 1.372 shares
(the "Patriot Exchange Ratio") of common stock of each of New Patriot REIT
and Patriot American Hospitality Operating Company ("New Patriot Operating
Company"), which shares will be paired and transferable and trade together
only as a single unit (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 $21.86 per Paired
Share. If the Average Trading Price is between $21.86 and $20.87 per Paired
Share, the Patriot Exchange Ratio will be adjusted so that each outstanding
share of Wyndham Common Stock will be converted into the right to receive a
number of Paired Shares equal to $30.00 divided by the Average Trading
Price. If the Average Trading Price is less than $20.87 per Paired Share,
there will be no further adjustments to the Patriot Exchange Ratio, which
at that point would equate to 1.438 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
6
7
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
accordance with the Patriot Merger Agreement. In connection with the
Patriot Merger, New Patriot REIT will assume the Company's existing
indebtedness, which was approximately $229.0 million as of September 30,
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 up to 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 and the Stock Purchase, 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 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 Kwalbrun v. James D. Carreker, et.
al., was filed in the Delaware Court of Chancery in and for New Castle
County, purportedly as a class action on behalf of the Company's
stockholders, against the Company and the members of the Board of Directors
of the Company. The complaint also purported to name Patriot as a
defendant, but Patriot has not been served with the complaint. 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.
3. FEDERAL INCOME TAXES:
Since the Company's formation in 1996, federal income taxes have been
provided in accordance with Statement of Financial Accounting Standards No.
109. For the quarter and nine months ended September 30, 1996, income taxes
included the effect of recording deferred income tax benefits arising as a
result of the Company's incorporation in the amount of $13.0 million.
4. EARNINGS PER SHARE:
Earnings per share for the quarter and nine months ended September 30,
1996 and 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.
In February 1997, the 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.
7
8
The impact of the implementation of SFAS 128 on the Company's
consolidated financial statements is expected to be immaterial. If SFAS 128
were adopted, basic EPS and diluted EPS would have been as follows:
QUARTER ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------- -------------------
1996 1997 1996 1997
-------- -------- -------- --------
Basic EPS:
Income before extraordinary item $.14 $ .17 $ .08 $.51
Net income ..................... .14 .16 1.02 .50
Diluted EPS:
Income before extraordinary item $.14 $.17 $1.06 $.51
Net income ..................... .14 .16 1.00 .49
5. ACQUISITIONS AND RELATED BORROWINGS:
On July 31, 1997, the Company acquired Kansas City-based ClubHouse
Hotels, Inc., ("ClubHouse") a privately held chain of 17 hotels operating
in the mid-scale segment of the lodging industry. The acquisition added
2,456 rooms, or approximately 10% to the Company's current portfolio of
hotels open or under construction. In connection with the acquisition of
ClubHouse, the Company acquired direct or indirect ownership of 13
ClubHouse hotels, ownership of partial interests in three additional
managed ClubHouse hotels, ownership of the ClubHouse Inns brand name and
one license for a franchised ClubHouse hotel. The terms of the merger and
related transactions were reached following arms-length negotiations among
the parties involved. The total consideration paid by the Company in
connection with the merger and related transactions included (1) the
issuance of 1,599,448 shares of common stock of the Company 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 cash portion of the purchase price was borrowed
under the Company's revolving credit facility with Bankers Trust Company,
as agent for a group of financial institutions.
In connection with the acquisition of ClubHouse, the Company amended
the revolving credit facility to (i) increase the aggregate amount of the
credit facility by $50 million to a total of $150.0 million, (ii) make
certain revisions to the method of calculating the borrowing base, (iii)
amend certain financial covenants, (iv) permit the Company to make certain
debt and equity investments and (v) make certain other amendments.
On September 26, 1997, the Company elected to fund a cash shortfall
related to renovation costs and assumed a 67.5% interest in a hotel
partnership, as the owner of the hotel partnership failed to fund the
shortfall. The Company contributed and converted its outstanding note
receivable and accrued interest thereon totaling $5.9 million to equity.
6. MERGER EXPENSES:
During the quarter and nine months ended September 30, 1997, the
Company incurred merger expenses totaling $913,000 and $3.6 million,
respectively, in connection with the Patriot Merger. These expenses were
incurred for legal services, investment banker fees and certain other
professional fees. If the merger is consummated, the Company will incur
additional investment banker fees of approximately $4.2 million.
7. TERMINATION OF A MANAGEMENT AGREEMENT:
On July 25, 1997, the Company agreed to the termination of its
management relationship with Homegate Hospitality Inc. ("Homegate") which
operates extended-stay hotels. The termination was effective October 31,
1997 as a result of the pending merger of Homegate with another company in
the lodging industry and is conditioned upon the completion of such
merger. The Company will receive $12.0 million in exchange for the
termination. In 1996, the Company and Homegate entered into an agreement
under which the Company would manage up to 60 Homegate mid-price
extended-stay hotels as they were
8
9
purchased or developed by Homegate prior to December 31, 1998. The Company
managed 9 of these hotels at September 30, 1997.
8. 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 $1.3 million at September 30, 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 accrued in the financial statements would not
materially effect the Company's consolidated financial statements.
The Company is the subject of the class action lawsuit described under
Note 2 above. 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 a management agreement with an affiliate-owned
hotel under construction, the Company has undertaken certain commitments to
provide furniture, fixtures and equipment for the hotel at a fixed price
totaling $6.0 million. As of September 30, 1997, the Company has satisfied
commitments totaling $4.8 million.
The Company has also guaranteed to fund up to $230,000 in working
capital per year for three years on a hotel in the event that the hotel
generates inadequate cash flow and the Company has guaranteed $875,000 of
its indebtedness. The Company has not to date been required to make any
capital contribution under the guarantee.
Pursuant to the terms of a management agreement of a hotel in which the
Company has a 30% ownership interest, the Company has committed to loan up
to $2.5 million for the renovation of the hotel property. The loan will
bear an interest rate of 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
operating income of the hotel. As of September 30, 1997, the Company has
made $619,000 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.
9
10
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 nine months
ended September 30, 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.
9. PRO FORMA FINANCIAL INFORMATION:
The pro forma condensed consolidated statements of income of the
Company are presented as if the ClubHouse Merger had occurred on January 1,
1996. These pro forma condensed consolidated statements are presented for
informational purposes only and are not necessarily indicative of what
actual results of operations of the Company would have been assuming such
transactions had been completed as of January 1, 1996, nor do they purport
to represent the results of operations for future periods.
NINE MONTHS ENDED
SEPTEMBER 30,
1996 1997
---------- ----------
(IN THOUSANDS, EXCEPT
PER SHARE AMOUNTS)
Total revenues $ 128,121 $ 186,204
Operating income 25,319 34,102
Income before extraordinary item 23,124 21,337
Earnings before extraordinary item per common share outstanding 1.07 .56
10. 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 September 30, 1997, and for the quarter and nine months ended
September 30, 1996 and 1997 are presented as follows:
10
11
GUARANTOR SUBSIDIARIES
CONDENSED COMBINED BALANCE SHEETS
(IN THOUSANDS)
DECEMBER 31, SEPTEMBER 30,
1996 1997
------------ ------------
(UNAUDITED)
ASSETS
Current assets:
Cash and cash equivalents ..................................... $ 9,673 $ 17,725
Cash, restricted .............................................. 865 469
Accounts receivable, net ...................................... 22,085 40,815
Other ......................................................... 2,466 4,159
------------ ------------
Total current assets ...................................... 35,089 63,168
Notes and other receivables from affiliates ........................ 7,685 8,316
Notes receivable ................................................... 1,978 1,931
Investments in hotel partnerships .................................. -- 3,907
Property and equipment, net ........................................ 61,062 190,374
Management contract costs, net ..................................... 8,166 10,119
Security deposits .................................................. 15,105 24,041
Other .............................................................. 2,502 5,279
------------ ------------
Total assets .............................................. $ 131,587 $ 307,135
============ ============
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Accounts payable and accrued expenses ......................... $ 18,169 $ 32,139
Deposits ...................................................... 1,147 1,365
Current portion of long-term debt and capital lease obligations 510 1,070
Due to affiliates ............................................. 42,666 164,002
------------ ------------
Total current liabilities ................................ 62,492 198,576
------------ ------------
Long-term debt and capital lease obligations ....................... 29,944 52,440
------------ ------------
Minority interest .................................................. -- 3,369
------------ ------------
Stockholder's equity:
Receivable from affiliates .................................... (1,223) (1,229)
Additional paid-in capital .................................... 31,071 31,071
Retained earnings ............................................. 9,303 22,908
------------ ------------
Total stockholder's equity ................................ 39,151 52,750
------------ ------------
Total liabilities and stockholder's equity ........... $ 131,587 $ 307,135
============ ============
See note to the condensed combined financial information.
11
12
GUARANTOR SUBSIDIARIES
CONDENSED COMBINED STATEMENTS OF INCOME
(IN THOUSANDS)
QUARTER ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
---------------------- ----------------------
1996 1997 1996 1997
--------- --------- --------- ---------
(UNAUDITED)
Revenues ........................................ $ 33,422 $ 40,441 $ 82,280 $ 126,463
--------- --------- --------- ---------
Operating costs and expenses .................... 25,514 34,668 61,298 97,362
Depreciation and amortization ................... 1,180 2,281 3,352 5,174
--------- --------- --------- ---------
Total operating costs and expenses ..... 26,694 36,949 64,650 102,536
--------- --------- --------- ---------
Operating income ................................ 6,728 3,492 17,630 23,927
Interest expense, net ........................... (338) (596) (2,128) (1,079)
Equity in earnings of hotel partnerships......... -- 118 870 118
--------- --------- --------- ---------
Income before minority interests, income taxes
and extraordinary item .......................... 6,390 3,014 16,372 22,966
Income (loss) attributable to minority interests -- (15) 571 (15)
--------- --------- --------- ---------
Income before income taxes and extraordinary item 6,390 3,029 15,801 22,981
Income taxes .................................... 2,524 1,197 3,325 9,078
--------- --------- --------- ---------
Income before extraordinary item ................ 3,866 1,832 12,476 13,903
Extraordinary item (less applicable taxes) ...... -- (298) (1,028) (298)
--------- --------- --------- ---------
Net income ............................. $ 3,866 $ 1,534 $ 11,448 $ 13,605
========= ========= ========= =========
See note to the condensed combined financial information.
12
13
GUARANTOR SUBSIDIARIES
CONDENSED COMBINED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
NINE MONTHS ENDED
SEPTEMBER 30,
----------------------------
1996 1997
------------ ------------
(UNAUDITED)
Net cash provided by operating activities .................. $ 3,618 $ 16,694
------------ ------------
Cash flows from investing activities:
Purchase of property and equipment ...................... (3,581) (9,985)
Sale of property and equipment .......................... 133,778 --
Investments in management contracts ..................... (575) (2,724)
Advances notes receivable from affiliates ............... (11) (619)
Advances on other notes receivable ...................... -- (53)
Advances on collection on notes receivables ............. -- 117
Payment for purchase of hotels, net of cash acquired .... (2,520) --
Acquisition of minority interest ........................ (5,479) --
Decrease (increase) in long-term restricted cash ........ (1,296) 778
Other ................................................... 1,674 --
------------ ------------
Net cash provided by (used in) investing activities 121,990 (12,486)
------------ ------------
Cash flows from financing activities:
Partners' contributed capital ........................... 26,502 --
Partners' capital distributions ......................... (42,572) --
Decrease (increase) in receivables from affiliates ...... 5,327 (20,726)
Increase in payables to affiliates ..................... 32,379 25,105
Decrease in payable to minority interest ................ (218) --
Proceeds from long-term borrowings ...................... 2,500 9,675
Repayment of long-term debt and capital lease obligations (148,195) (10,210)
------------ ------------
Net cash provided by (used in) financing activities (124,277) 3,844
------------ ------------
Increase in cash and cash equivalents ...................... 1,331 8,052
Cash and cash equivalents at beginning of period ........... 3,708 9,673
------------ ------------
Cash and cash equivalents at end of period ................. $ 5,039 $ 17,725
============ ============
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., WHC Salt Lake City Corporation, WHC Airport Corporation,
ClubHouse Hotels, Inc., CHMB, Inc., MBAH, Inc., PSMB, Inc., GHMB, Inc. and
a management subsidiary for a non-branded hotel. They all are wholly-owned
subsidiaries of the Company at September 30, 1997.
10. SUBSEQUENT EVENTS:
Subsequent to September 30, 1997, the Company borrowed an additional $20.5
million under the revolving credit facility. Of the amount borrowed, $6.5
million was used to fund the purchase of the remaining interest in a hotel
property managed by ClubHouse of which the Company owned a 5% interest at
September 30, 1997 through the ClubHouse merger. The remaining balance was
used to fund renovation costs, to make security deposits on hotel
properties to be acquired and leased and to make interest payment on the
Company's 10 1/2% Senior Subordinated Notes due 2006.
13
14
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 or operated by the Company or its subsidiaries:
14
15
Quarter Ended September 30, Nine Months Ended September 30,
---------------------------------- ----------------------------------
1996 1997 %Change 1996 1997 %Change
-------- -------- ------- -------- -------- -------
TOTAL PORTFOLIO (1):
Wyndham Hotels ........................... 20 20 20 21
Average Daily Rate ................... $ 95.21 $ 96.84 1.7% $ 100.07 $ 101.71 1.6%
Occupancy ............................ 70.9% 72.8% 2.7% 71.3% 72.7% 2.0%
Revenues Per Available Room
("RevPar").......................... $ 67.53 $ 70.50 4.4% $ 71.38 $ 73.93 3.6%
Wyndham Garden Hotels .................... 41 46 41 47
Average Daily Rate ................... $ 79.97 $ 82.80 3.5% $ 79.81 $ 83.07 4.1%
Occupancy ............................ 75.4% 75.8% .5% 71.7% 73.0% 1.8%
RevPar ............................... $ 60.33 $ 62.75 4.0% $ 57.27 $ 60.65 5.9%
Wyndham Resorts .......................... 4 6 5 6
Average Daily Rate ................... $ 102.69 $ 115.02 12.0% $ 110.85 129.84 17.1%
Occupancy ............................ 55.2% 59.1% 7.1% 59.1% 59.1% --
RevPar ............................... $ 56.64 $ 67.94 20.0% $ 65.46 $ 76.68 17.1%
Management Services ...................... 3 4 4 4
Average Daily Rate ................... $ 125.10 $ 163.41 30.6% $ 102.26 $ 157.96 54.5%
Occupancy ............................ 83.0% 86.1% 3.7% 76.8% 81.8% 6.5%
RevPar ............................... $ 103.77 $ 140.72 35.6% $ 78.55 $ 129.19 64.5%
Total .................................... 68 76 70 78
Average Daily Rate ................... $ 89.83 $ 96.00 6.9% $ 92.37 $ 99.81 8.1%
Occupancy ............................ 72.0% 73.3% 1.8% 70.6% 72.0% 2.0%
RevPar ............................... $ 64.64 $ 70.34 8.8% $ 65.20 $ 71.83 10.2%
COMPARABLE HOTEL GROUP (1) (2):
Wyndham Hotels ........................... 17 17 17 17
Average Daily Rate ................... $ 92.46 $ 98.62 6.7% $ 98.18 $ 104.22 6.2%
Occupancy ............................ 70.4% 72.6% 3.1% 71.3% 72.8% 2.1%
RevPar ............................... $ 65.12 $ 71.58 9.9% $ 69.97 $ 75.87 8.4%
Wyndham Garden Hotels .................... 38 38 38 38
Average Daily Rate ................... $ 81.31 $ 83.91 3.2% $ 80.64 $ 84.72 5.1%
Occupancy ............................ 75.8% 78.9% 4.1% 71.9% 76.8% 6.8%
RevPar ............................... $ 61.67 $ 66.20 7.3% $ 57.99 $ 65.07 12.2%
Wyndham Resorts .......................... 4 4 5 5
Average Daily Rate ................... $ 102.69 $ 106.67 3.9% $ 112.97 $ 119.05 5.4%
Occupancy ............................ 55.2% 66.8% 21.0% 59.8% 63.3% 5.9%
RevPar ............................... $ 56.64 $ 71.27 25.8% $ 67.53 $ 75.38 11.6%
Management Services ...................... 2 2 2 2
Average Daily Rate ................... $ 102.29 $ 114.88 12.3% $ 100.52 $ 110.15 9.6%
Occupancy ............................ 82.5% 83.0% .6% 77.8% 80.8% 3.9%
RevPar ............................... $ 84.37 $ 95.39 13.1% $ 78.22 $ 88.98 13.8%
Total .................................... 61 61 62 62
Average Daily Rate ................... $ 88.25 $ 92.86 5.2% $ 91.66 $ 96.73 5.5%
Occupancy ............................ 71.7% 75.1% 4.7% 70.6% 73.8% 4.5%
RevPar ............................... $ 63.32 $ 69.74 10.1% $ 64.73 $ 71.43 10.4%
15
16
Quarter Ended September 30, Nine Months Ended September 30,
--------------------------------- ---------------------------------
1996 1997 %Change 1996 1997 %Change
---------- ---------- ------- ---------- ---------- -------
COMPARABLE HOTEL GROUP - DOMESTIC HOTELS
ONLY (1) (2):
Wyndham Hotels........................... 16 16 16 16
Occupancy............................ $ 92.00 $ 98.54 7.1% $ 98.03 $ 104.21 6.3%
RevPar............................... 70.7% 72.9% 3.1% 71.4% 73.2% 2.5%
RevPar............................... $ 65.04 $ 71.86 10.5% $ 70.03 $ 76.29 8.9%
Wyndham Garden Hotels.................... 38 38 38 38
Average Daily Rate................... $ 81.31 $ 83.91 3.2% $ 80.64 $ 84.72 5.1%
Occupancy............................ 75.8% 78.9% 4.1% 71.9% 76.8% 6.8%
RevPar............................... $ 61.67 $ 66.20 7.3% $ 57.99 $ 65.07 12.2%
Wyndham Resorts.......................... 1 1 1 1
Average Daily Rate................... $ 137.05 $ 149.07 8.8% $ 117.41 $ 128.72 9.6%
Occupancy............................ 79.6% 77.4% -2.8% 65.2% 61.5% -5.7%
RevPar............................... $ 109.05 $ 115.44 5.9% $ 76.55 $ 79.16 3.4%
Management Services...................... 2 2 2 2
Average Daily Rate................... $ 102.29 $ 114.88 12.3% $ 100.52 $ 110.15 9.6%
Occupancy............................ 82.5% 83.0% .6% 77.8% 80.8% 3.9%
RevPar............................... $ 84.37 $ 95.39 13.1% $ 78.22 $ 88.98 13.8%
Total.................................... 57 57 57 57
Average Daily Rate................... $ 87.65 $ 92.37 5.4% $ 89.93 $ 95.00 5.6%
Occupancy............................ 73.6% 76.1% 3.4% 71.7% 75.0% 4.6%
RevPar............................... $ 64.52 $ 70.32 9.0% $ 64.52 $ 71.23 10.4%
COMPARABLE HOTEL GROUP - DOMESTIC HOTELS
ONLY, EXCLUDING ATLANTA (1) (2) (3):
Wyndham Hotels........................... 16 16 16 16
Occupancy............................ $ 92.00 $ 98.54 7.1% $ 98.03 $ 104.21 6.3%
RevPar............................... 70.7% 72.9% 3.1% 71.4% 73.2% 2.5%
RevPar............................... $ 65.04 $ 71.86 10.5% $ 70.03 $ 76.29 8.9%
Wyndham Garden Hotels.................... 34 34 34 34
Average Daily Rate................... $ 77.05 $ 83.74 8.7% $ 77.99 $ 84.08 7.8%
Occupancy............................ 76.5% 80.3% 5.0% 71.8% 77.6% 8.1%
RevPar............................... $ 58.95 $ 67.23 14.0% $ 55.96 $ 65.26 16.6%
Wyndham Resorts.......................... 1 1 1 1
Average Daily Rate................... $ 137.05 $ 149.07 8.8% $ 117.41 $ 128.72 9.6%
Occupancy............................ 79.6% 77.4% -2.8% 65.2% 61.5% -5.7%
RevPar............................... $ 109.05 $ 115.44 5.9% $ 76.55 $ 79.16 3.4%
Management Services...................... 2 2 2 2
Average Daily Rate................... $ 102.29 $ 114.88 12.3% $ 100.52 $ 110.15 9.6%
Occupancy............................ 82.5% 83.0% .6% 77.8% 80.8% 3.9%
RevPar............................... $ 84.37 $ 95.39 13.1% $ 78.22 $ 88.98 13.8%
Total.................................... 53 53 53 53
Average Daily Rate................... $ 85.96 $ 92.67 7.8% $ 89.23 $ 95.21 6.7%
Occupancy............................ 73.8% 76.6% 3.8% 71.7% 75.3% 5.0%
RevPar............................... $ 63.43 $ 71.00 11.9% $ 63.95 $ 71.65 12.0%
(1) All statistics exclude franchised hotels, Homegate hotels and ClubHouse
hotels.
(2) The Comparable Hotel Group includes hotels that were in the portfolio for
one full quarter in both periods. In instances where a hotel was not open
throughout both periods being compared, the data relating to that hotels is
only included for the full common fiscal quarter(s) that it was open in
both periods.
(3) Excluding four comparable Atlanta properties, which posted higher than
normal room rates in the third quarter of 1996 due to the Olympic games.
16
17
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:
QUARTER ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
---------------------- ----------------------
1996 1997 1996 1997
-------- -------- -------- --------
Revenues:
Hotel revenues .......................................... 73.4% 76.9% 70.0% 77.9%
Management fees ......................................... 14.4 13.2 16.2 12.4
Services fees ........................................... 2.9 2.5 2.9 2.3
Reimbursements .......................................... 9.4 7.2 10.6 6.9
Other ................................................... (.1) .2 .3 .5
-------- -------- -------- --------
Total revenues ................................... 100.0 100.0 100.0 100.0
-------- -------- -------- --------
Operating costs and expenses:
Hotel expenses .......................................... 57.8 57.9 51.2 58.3
Selling, general and administrative expenses ............ 10.5 9.7 12.6 9.9
Equity participation compensation ....................... -- -- 2.9 --
Reimbursable expenses ................................... 9.4 7.2 10.6 6.9
Depreciation and amortization ........................... 5.2 6.1 5.5 5.3
Merger expenses ......................................... -- 1.5 -- 2.2
-------- -------- -------- --------
Total operating costs and expenses ................ 82.9 82.4 82.8 82.6
-------- -------- -------- --------
Operating income ........................................... 17.1 17.6 17.2 17.4
Interest expense, net ...................................... (6.5) (6.8) (6.8) (5.9)
Equity in earnings of hotel partnerships ................... -- .2 .8 .1
Amortization of deferred gain .............................. .4 .3 .3 .3
-------- -------- -------- --------
Income before minority interests, income taxes and
extraordinary item ......................................... 11.0 11.3 11.5 11.9
Income attributable to minority interests .................. -- -- .5 --
-------- -------- -------- --------
Income before income taxes and
extraordinary item .............................. 11.0% 11.3% 11.0% 11.9%
======== ======== ======== ========
1997 Third Quarter Compared to 1996 Third Quarter
Total revenues increased by 42.3%, or $17.5 million, to $58.9 million in
1997 from $41.4 million in 1996. Total operating costs and expenses increased by
41.4%, or $14.2 million, to $48.5 million in 1997 from $34.3 million in 1996.
The increase in total revenues and operating expenses was attributable to the
addition of four new hotels and the acquisition of ClubHouse. The addition of
four new hotels accounted for 36.5%, or $6.4 million of the increase in total
revenues and 41.7%, or $5.9 million, of the increase in total operating costs
and expenses. The ClubHouse merger accounted for 34.0%, or $6.0 million, and
27.4%, or $3.9 million, of the increase in total revenues and operating costs
and expenses, respectively. The increase in management fees as a result of new
management contracts accounted for 10.3%, or $1.8 million, of the increase in
total revenues. The increase in selling, general and administrative expenses
("SG&A") and depreciation and amortization as a result of the Company's general
growth and acquisition of new hotels accounted for 12.1%, or $1.7 million, of
the increase in operating costs and expenses. The Company incurred merger
expenses of $913,000 during the quarter in connection with the Patriot Merger
which accounted for 6.4% of the increase in total operating costs and expenses.
Hotel revenues increased by 49.1%, or $14.9 million, to $45.3 million in
1997 from $30.4 million in 1996. The ClubHouse merger accounted for 39.9%, or
$6.0 million, of the increase, and the acquisition of four new hotels accounted
for 42.8%, or $6.4 million, of the increase. The increase in hotel revenues from
existing hotels accounted for the remaining 17.3% increase in hotel revenues. As
a percentage of total revenues, hotel revenues increased to 76.9% in 1997
compared to 73.4% in 1996.
17
18
Revenues from management fees increased by 30.2%, or $1.8 million, to $7.8
million in 1997 from $6.0 million in 1996. Approximately $742,000 of the
increase resulted from the addition of 18 newly managed hotels between October
1, 1996 and September 30, 1997 and $1.3 million resulted from improved operating
results of the hotels the Company managed for both reporting periods. These
increases were offset by approximately $213,000 from the loss of certain
management contracts.
Revenues from service fees increased by 25.5%, or approximately $303,000,
to $1.5 million in 1997 from $1.2 million in 1996. The increase was due to
increased fees derived from central accounting, technical and purchasing
services as a result of additions of new hotels and hotels under renovation.
Hotel expenses increased by 42.5%, or $10.2 million, to $34.1 million in
1997 from $23.9 million in 1996. Approximately 30.3% of the increase, or $3.1
million, was due to the acquisition of ClubHouse. Approximately 55.9% of the
increase, or $5.7 million, was the result of the addition of four new hotels.
Hotel expenses decreased as a percentage of hotel revenues to 75.2% in 1997 from
78.7% in 1996.
SG&A expenses increased by 31.0%, or approximately $1.4 million, to $5.7
million in 1997 from $4.4 million in 1996. Of the increase, 78.0%, or
approximately $1.1 million, was attributable to the additional costs of
corporate management and staff personnel and costs related to the general growth
of the Company including legal, accounting, information systems and certain
other costs not reimbursed by Company-managed hotels. The balance of the
increase, or approximately $298,000, was due to the increase in the provision
for bad debt related to certain receivables. As a percentage of total revenues,
SG&A expenses decreased to 9.7% in 1997 from 10.6% in 1996.
Depreciation and amortization expense increased by 66.5%, or $1.4 million,
to $3.6 million in 1997 from $2.2 million in 1996. The increase was primarily
due to the acquisition of property and equipment and the amortization of the
acquisition costs of management contracts. The 1997 expense also reflected
approximately $121,000 in the amortization of a noncompetition agreement and
goodwill acquired in connection with the ClubHouse merger.
Merger expenses of approximately $913,000 for 1997 represent legal
expenses, investment banker fees and other professional fees incurred in
connection with the proposed Patriot Merger. See Note 2 to the consolidated
financial statements.
Interest expense increased by 36.9%, or $1.3 million, to $4.7 million in
1997 from $3.4 million in 1996. The increase reflected the interest incurred on
the borrowings under the revolving credit facility and the interest incurred on
the debt assumed in the ClubHouse acquisition (see Note 5).
Equity in earnings of hotel partnerships for the quarter ended September
30, 1997 represents the Company's 30% ownership interest in a hotel partnership
acquired in November 1996 and partial equity interests in three hotel
partnerships acquired in connection with the ClubHouse merger.
On September 26, 1997, the Company elected to fund a cash shortfall related
to renovation costs and assumed a 67.5% interest in a hotel partnership as the
owner of the hotel partnership failed to fund the shortfall. The Company
contributed and converted its outstanding note receivable and accrued interest
thereon totaling $5.9 million to equity.
As a result of changes noted above, income before income taxes and
extraordinary item increased by 46.1%, or $2.1 million, to $6.7 million in 1997
from $4.6 million in 1996.
The Company repaid certain existing ClubHouse debt upon the merger with
ClubHouse. The related unamortized debt costs were written off and reported net
of applicable taxes as an extraordinary item.
Nine Months Ended September 30, 1997 Compared to Nine Months Ended September 30,
1996
Total revenues increased by 62.1%, or $63.3 million, to $165.2 million in
1997 from $101.9 million in 1996. Total operating costs and expenses increased
by 61.6%, or $52.0 million, to $136.5 million in 1997 from $84.4
18
19
million in 1996. The increase in total revenues and operating expenses was
attributable to the addition of five new hotels, the consolidation of the
operating results of 11 leased hotels (the "GHALP Leases") and the acquisition
of ClubHouse. The addition of five new hotels accounted for 37.0%, or $23.4
million, of the increase in total revenues and 41.9%, or $21.8 million, of the
increase in total operating expenses. Prior to May 2, 1996, GHALP Leases were
30% owned by the Company and were accounted for using the equity method. The
GHALP Leases accounted for 39.6%, or $25.1 million, of the increase in total
revenues and 35.8%, or $18.6 million, of the increase in total operating
expenses. The acquisition of ClubHouse accounted for 9.4%, or $6.0 million, of
the increase in total revenues and 7.5%, or $3.9 million, of the increase in
total operating costs and expenses. The increase in SG&A as a result of the
Company's general growth and acquisition of new hotels accounted for 6.6%, or
$3.5 million of the increase in operating costs and expenses. The Company
incurred merger expenses of $3.6 million during the nine months ended September
30, 1997 in connection with the Patriot Merger, which accounted for 7.0% of the
increase in total operating costs and expenses.
Hotel revenues increased by 80.5%, or $57.4 million, to $128.7 million in
1997 from $71.3 million in 1996. Approximately 10.4% of the increase, or $6.0
million, was due to the acquisition of ClubHouse. The GHALP Leases accounted
for 43.8%, or $25.1 million, of the increase. The acquisition of five new hotels
contributed 40.8%, or $23.4 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 77.9% in 1997
compared to 69.9% in 1996.
Revenues from management fees increased by 24.3%, or $4.0 million, to $20.6
million in 1997 from $16.5 million in 1996. Approximately $1.9 million of the
increase resulted from the addition of 18 newly managed hotels between October
1, 1996 and September 30, 1997, and $4.3 million resulted from improved
operating results of the hotels the Company managed for both reporting periods.
These increases were offset by approximately $767,000 from the loss of certain
management contracts and approximately $1.3 million from the elimination of
revenues from GHALP Leases as a result of consolidating its operating results
into the Company.
Revenues from service fees increased by 28%, or approximately $829,000, to
$3.8 million in 1997 from $3.0 million in 1996. The increase was due to
increased fees derived from central accounting, technical and purchasing
services as a result of additions of new hotels and hotels under renovation. The
increase was partially offset by the elimination of approximately $275,000 in
fees earned from GHALP Leases as a result of consolidating its operating results
into the Company.
Other revenues increased by 150%, or approximately $480,000, to
approximately $800,000 in 1997 from $320,000 in 1996. Included in the nine
months ended September 30, 1997 and 1996 were fees of $712,000 and $250,000,
respectively, recognized from the termination of management contracts.
Hotel expenses increased by 84.3%, or $44.0 million, to $96.3 million in
1997 from $52.2 million in 1996. Approximately 41.4% of the increase, or $18.2
million, was due to consolidating the GHALP Leases operating results into the
Company, 7.0% of the increase, or $3.1 million, was attributable to the
acquisition of ClubHouse, and 47.2% of the increase, or $20.8 million, was the
result of the addition of five new hotels. Hotel expenses during the nine months
of 1996 included a reduction of approximately $544,000 resulting from the
write-off of a reserve for contingent liabilities as a result of the final
settlement of a contract assignment on one of the Company's hotel properties.
Hotel expenses increased as a percentage of hotel revenues to 74.8% in 1997 from
73.2% in 1996, primarily attributable to an increase of $7.8 million in lease
payments associated with the GHALP Leases and a new lease the Company entered
into in January 1997. Excluding the rent payments on the hotels under operating
leases and the reversal of contingent liabilities, the percentage of hotel
expenses to hotel revenues would have been 64.4% and 66.1% for the nine months
ended September 30, 1997 and 1996, respectively.
SG&A expenses increased by 26.9%, or $3.4 million, to $16.3 million in 1997
from $12.9 million in 1996. Of the increase, 85.0%, or $2.9 million, was
attributable to the additional costs of corporate management and staff
personnel and costs related to the general growth of the Company including
legal, accounting, information systems and certain other costs not reimbursed
by Company-managed hotels. The balance of the increase, or
19
20
approximately $517,000, was due to the increase in the provision for bad debt
related to certain receivables. As a percentage of total revenues, SG&A expenses
decreased to 9.9% in 1997 from 12.6% in 1996.
The 1996 non-recurring equity participation expense was fixed at the
Company's initial public offering, and the related partnership that held the
assets of the equity participation plan was dissolved and terminated in February
1997.
Depreciation and amortization expense increased by 56.7%, or $3.2 million,
to $8.8 million in 1997 from $5.6 million in 1996. The increase was primarily
due to the acquisition of property and equipment and the amortization of the
acquisition costs of management contracts. The 1997 expense also reflected
increases of approximately $576,000 in the amortization of deferred debt
issuance costs on the senior subordinated notes and the revolving credit
facility and approximately $121,000 in the amortization of a noncompetition
agreement and goodwill acquired in connection with the ClubHouse merger.
Merger expenses of $3.6 million for 1997 represent legal expenses,
investment banker fees and other professional fees incurred in connection with
the proposed Patriot Merger. See Note 2 to the consolidated financial
statements.
Interest expense increased by 39.3%, or $3.3 million, to $11.8 million in
1997 from $8.5 million in 1996. The increase reflected the additional interest
incurred on the senior subordinated notes which were not outstanding during the
entire nine months of 1996, net of the effect of elimination of interest expense
from the retirement of debt and affiliated borrowings. The increase also
included $1.6 million incurred on the borrowings under the revolving credit
facility and approximately $336,000 of interest on debt assumed in the ClubHouse
merger. The total outstanding balance under the revolver was $72 million at
September 30, 1997 (see Note 5). Interest income increased by 35.6%, or
approximately $541,000, from approximately $1.5 million in 1996 to $2.0 million
in 1997. The increase was primarily due to income of approximately $461,000
earned on a note receivable from a managed hotel and approximately $432,000 of
interest earned on a security deposit related to a leased hotel. The increase
was offset by the interest income on cash and cash equivalents which decreased
by approximately $498,000 in 1997 as the cash received from the Company's
initial public offering was invested in hotel properties.
Equity in earnings of hotel partnerships decreased from approximately
$870,000 in 1996 to $120,000 in 1997. Earnings from the Company's equity
investment in the GHALP Leases ceased following the Company's acquisition of the
remaining 70% of the partnership interest in the GHALP Leases on May 2, 1996.
Since the acquisition, the operating results of the GHALP Leases have been
consolidated into the Company. Equity in earnings of hotel partnerships in 1997
reflected the Company's 30% ownership interest in a hotel partnership which the
Company acquired in November 1996 and partial equity interests in three hotel
partnerships acquired in connection with the ClubHouse merger.
Income attributable to minority interest was eliminated as a result of the
Company's acquisition of the minority interest in connection with its initial
public offering in May 1996. On September 26, 1997, the Company elected to fund
a cash shortfall related to renovation costs and assumed a 67.5% interest in a
hotel partnership, as the owner of the hotel partnership failed to fund the
shortfall. The Company contributed and converted its outstanding note receivable
and accrued interest thereon totaling $5.9 million to equity.
As a result of changes noted above, income before income taxes and
extraordinary item increased by 76.7%, or $8.5 million, to $19.7 million in 1997
from $11.2 million in 1996.
Since the Company's incorporation, income taxes have been provided in
accordance with Statement of Financial Accounting Standard No. 109. Income tax
benefits for the nine months ended September 30, 1996 included the effect of
recording deferred income taxes arising as a result of incorporation in the
amount of $13.0 million.
20
21
The extraordinary item of approximately $298,000 for 1997 and $1.1 million
for 1996 were write-offs of the unamortized debt costs on the debt repaid in the
ClubHouse merger and at the Company's initial public offerings, net of
applicable taxes in 1997 and 1996, respectively.
LIQUIDITY AND CAPITAL RESOURCES
The Company's principal capital and liquidity needs include cash to finance
operations, capital requirements relating to ongoing 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.
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. In July 1997, in connection with the ClubHouse acquisition, the
revolving credit facility was increased to $150 million. Approximately $55.6
million in cash was borrowed to fund the cash portion of the ClubHouse
acquisition. At September 30, 1997, the outstanding balance under the revolving
credit facility totaled $72 million plus a letter of credit of $9.8 million. The
aggregate principal amount available for borrowings under the revolving credit
facility at September 30, 1997 was $64.0 million. Subsequent to September 30,
1997, an additional $20.5 million was borrowed for the payment of the purchase
price of a hotel property, security deposits on other acquisitions, certain
hotel renovation costs and the interest on the Company's 10 1/2% Senior
Subordinated Notes due 2006. (see Note 10).
During the nine months ended September 30, 1997, the Company generated cash
from operating activities of $8.3 million as compared to $2.5 million in the
1996 period. During the nine months ended September 30, 1997 and 1996, the
Company made security deposits on leased hotels of $7.8 million and $13.6
million, respectively. During the nine months ended September 30, 1997, the
Company incurred merger expenses totaling $3.6 million in connection with the
Patriot Merger. Without the payments of security deposits and merger expenses,
cash generated from operating activities would have been $19.8 million for the
nine months ended September 30, 1997. In October 1997, the management agreement
with Homegate was terminated and the Company will receive $12.0 million in
exchange for such termination (see Note 7).
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. As of September 30, 1997, the Company has made
advances of approximately $619,000. In addition, the Company is obligated,
pursuant to the terms of a hotel management agreement, to fund a loan for hotel
renovations and improvements in the aggregate amount of $6.0 million, of which
$4.8 million had been funded as of September 30, 1997. Pursuant to capital lease
agreements, the Company is obligated to make lease payments of $2.6 million in
1997.
In February 1997, the Company, through a financial institution and 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 September
30, 1997, such rate was 4.15%) 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 further increases in the capital
available to it under the revolving credit facility or otherwise obtain
additional debt or equity financing, depending upon the
21
22
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 further 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 Kwalbrun v. James D. Carreker, et. al.,
was filed in the Delaware Court of Chancery in and for New Castle County,
purportedly as a class action on behalf of the Company's stockholders, against
the Company and the members of the Board of Directors of the Company. The
complaint also purported to name Patriot as a defendant, but Patriot has not
been served with the complaint. 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 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 Number
3.1).
10.1(a) -- Management Agreement dated as of May 10, 1995 by and between
Anatole
22
23
EXHIBIT EXHIBIT
NUMBER DESCRIPTION
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).
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
23
24
EXHIBIT EXHIBIT
NUMBER DESCRIPTION
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).
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-
24
25
EXHIBIT EXHIBIT
NUMBER DESCRIPTION
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).
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).
25
26
EXHIBIT EXHIBIT
NUMBER DESCRIPTION
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).
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).
26
27
EXHIBIT EXHIBIT
NUMBER DESCRIPTION
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).
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
27
28
EXHIBIT EXHIBIT
NUMBER DESCRIPTION
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).
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
(Incorporated by reference to Exhibit 10.12 to the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30,
1997).
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. (Incorporated
by reference to Exhibit Number 10.15 to the Company's Annual
Report on Form 10-K for the year ended December 31, 1996, is
filed with the Securities and Exchange Commission on March 27,
1997).
10.16 -- Registration Rights Agreement dated as of April 29, 1996
between the Company and General Electric Investment
Corporation (Incorporated by reference to Exhibit Number 10.16
to the Company's Annual Report on form 10-K for the year ended
December 31, 1996, is filed with the Securities and Exchange
Commission on March 27, 1997).
28
29
EXHIBIT EXHIBIT
NUMBER DESCRIPTION
10.17 -- Promissory Note dated April 15, 1995 between the Company
and WFLP (Incorporated by reference to Exhibit Number 10.17 to
the Company's Annual Report on Form 10-K for the year ended
December 31, 1996, is filed with the Securities and Exchange
Commission on March 27, 1997).
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).
10.20 -- Senior Secured Revolving Credit Agreement (the "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 Number 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 (incorporated by
reference to Exhibit Number 10.23 in the Company's Quarterly
Report on Form 10-Q for the quarter ended March 31, 1997).
10.24 -- Indemnification Agreements between the Company and Susan R.
Bolger and the other Parties Listed on Schedule A attached
thereto (incorporated by reference to Exhibit Number 10.24 in
the Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997).
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
29
30
EXHIBIT EXHIBIT
NUMBER DESCRIPTION
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 Number 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 (incorporated by reference to Exhibit Number 10.28 in
the Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997).
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 (incorporated by reference to
Exhibit Number 10.29 in the Company's Quarterly Report on Form
10-Q for the quarter ended March 31, 1997).
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 Agreement and
Schedule of Additional Guaranty Agreements (incorporated by
reference to Exhibit Number 10.30 in the Company's Quarterly
Report on Form 10-Q for the quarter ended March 31, 1997).
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 (incorporated by reference to
Exhibit Number 10.31 in the Company's Quarterly Report on Form
10-Q filed for the quarter ended March 31, 1997).
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
(incorporated by reference to Exhibit Number 10.32 in the
Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997).
10.33 -- First Amendment to Senior Secured Revolving Credit Agreement,
dated as of July 30, 1997, between Wyndham Hotel Corporation,
the Financial Institutions party to the Credit Agreement and
Bankers Trust Company (incorporated by reference to Exhibit
10.33 to the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1997).
10.34 -- Agreement Regarding Termination of Management Agreements,
dated as of July 25, 1997, between Homegate Hospitality, Inc.,
VPS I, L.P., Prime Hospitality Corp., Crow Realty Investors,
L.P. and Wyndham Management Corporation, Wyndham Hotel
Corporation and Wyndham IP Corporation (including related
Promissory Note) (incorporated by reference to Exhibit Number
10.34 in the Company's Quarterly Report on Form 10-Q/A for the
quarter ended June 30, 1997 filed with the Securities and
Exchange Commission on August 29, 1997).
10.35 -- Form of Registration Rights Agreement by and between Patriot
American Hospitality, Inc., Patriot American Hospitality
Operating Company and each of the parties signatory thereto
(incorporated by reference to Exhibit Number 10.35 in the
Company's Quarterly Report on Form 10-Q/A for the quarter
ended June 30, 1997 filed with the Securities and Exchange
Commission on August 29, 1997).
10.36 -- Ratification Agreement between Patriot American Hospitality,
Inc. and Wyndham Hotel Corporation (incorporated by reference
to Exhibit Number 10.36 in the Company's Quarterly Report on
Form 10-Q/A for the quarter ended June 30, 1997 filed with the
Securities and Exchange Commission on August 29, 1997).
10.37 -- Ratification Agreement between Patriot American Hospitality
Operating Company, formerly known as Bay Meadows Operating
Company, Patriot American Hospitality, Inc. and C.F.
Securities, L.P. (incorporated by reference to Exhibit Number
10.37 in the Company's Quarterly Report on Form 10-Q/A for the
quarter ended June 30, 1997 filed with the Securities and
Exchange Commission on August 29, 1997).
10.38 -- Form of Cooperation Agreement between Patriot American
Hospitality, Inc. and Patriot American Hospitality Operating
Company (incorporated by reference to Exhibit Number 10.38 in
the Company's Quarterly Report on Form 10-Q/A for the quarter
ended June 30, 1997 filed with the Securities and Exchange
Commission on August 29, 1997).
10.39 -- Form of Subscription Agreement between Wyndham Hotel
Corporation and Patriot American Hospitality Operating Company
(incorporated by reference to Exhibit Number 10.39 in the
Company's Quarterly Report on Form 10-Q/A for the quarter
ended June 30, 1997 filed with the Securities and Exchange
Commission on August 29, 1997).
10.40 -- Letter Agreement, dated April 14, 1997, among Wyndham Hotel
Corporation, C.F. Securities L.P. and TCF Hotels, L.P. with
respect to the Merger Agreement, the Stock Purchase Agreement
and the Omnibus Purchase and Sale Agreement (incorporated by
reference to Exhibit Number 10.40 in the Company's Quarterly
Report on Form 10-Q/A for the quarter ended June 30, 1997
filed with the Securities and Exchange Commission on August
29, 1997).
10.41 -- Lease Agreement, dated July 29, 1997, between IM Joint
Venture and Wyndham Hotel Corporation with respect to the
Company's corporate headquarters.
10.42 -- Agreement with respect to Assignment of Redemption Rights,
date July 29, 1997, between IFM Partnership and Wyndham Hotel
Corporation.
30
31
EXHIBIT EXHIBIT
NUMBER DESCRIPTION
11 -- Computation of Earnings Per Share.
27.1 -- Financial Data Schedule.
(b) Reports on Form 8-K:
Form 8-K dated August 15, 1997 was filed to report the acquisition of
ClubHouse Hotels, Inc. Pro Forma financial information of WHC and
historical financial statements of ClubHouse Hotels, Inc. were filed on
Form 8-K/A dated September 18, 1997.
31
32
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: November 13, 1997 By: /S/ James D. Carreker
-----------------------------------------
James D. Carreker
President and Chief Executive Officer
Date: November 13, 1997 By: /S/ Anne L. Raymond
-----------------------------------------
Anne L. Raymond
Chief Financial Officer, Executive
Vice President and Director (Principal
Financial Officer)
32
33
INDEX TO 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 Number
3.1).
10.1(a) -- Management Agreement dated as of May 10, 1995 by and between
Anatole
34
EXHIBIT EXHIBIT
NUMBER DESCRIPTION
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).
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
35
EXHIBIT EXHIBIT
NUMBER DESCRIPTION
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).
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-
36
EXHIBIT EXHIBIT
NUMBER DESCRIPTION
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).
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.).
37
EXHIBIT EXHIBIT
NUMBER DESCRIPTION
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).
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).
38
EXHIBIT EXHIBIT
NUMBER DESCRIPTION
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).
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
39
EXHIBIT EXHIBIT
NUMBER DESCRIPTION
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).
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
(Incorporated by reference to Exhibit 10.12 to the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30,
1997).
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. (Incorporated
by reference to Exhibit Number 10.15 to the Company's Annual
Report on Form 10-K for the year ended December 31, 1996, is
filed with the Securities and Exchange Commission on March 27,
1997).
10.16 -- Registration Rights Agreement dated as of April 29, 1996
between the Company and General Electric Investment
Corporation (Incorporated by reference to Exhibit Number 10.16
to the Company's Annual Report on form 10-K for the year ended
December 31, 1996, is filed with the Securities and Exchange
Commission on March 27, 1997).
40
EXHIBIT EXHIBIT
NUMBER DESCRIPTION
10.17 -- Promissory Note dated April 15, 1995 between the Company
and WFLP (Incorporated by reference to Exhibit Number 10.17 to
the Company's Annual Report on Form 10-K for the year ended
December 31, 1996, is filed with the Securities and Exchange
Commission on March 27, 1997).
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).
10.20 -- Senior Secured Revolving Credit Agreement (the "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 Number 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 (incorporated by
reference to Exhibit Number 10.23 in the Company's Quarterly
Report on Form 10-Q for the quarter ended March 31, 1997).
10.24 -- Indemnification Agreements between the Company and Susan R.
Bolger and the other Parties Listed on Schedule A attached
thereto (incorporated by reference to Exhibit Number 10.24 in
the Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997).
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
41
EXHIBIT EXHIBIT
NUMBER DESCRIPTION
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 Number 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 (incorporated by reference to Exhibit Number 10.28 in
the Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997).
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 (incorporated by reference to
Exhibit Number 10.29 in the Company's Quarterly Report on Form
10-Q for the quarter ended March 31, 1997).
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 Agreement and
Schedule of Additional Guaranty Agreements (incorporated by
reference to Exhibit Number 10.30 in the Company's Quarterly
Report on Form 10-Q for the quarter ended March 31, 1997).
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 (incorporated by reference to
Exhibit Number 10.31 in the Company's Quarterly Report on Form
10-Q filed for the quarter ended March 31, 1997).
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
(incorporated by reference to Exhibit Number 10.32 in the
Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997).
10.33 -- First Amendment to Senior Secured Revolving Credit
Agreement, dated as of July 30, 1997, between Wyndham Hotel
Corporation, the Financial Institutions party to the Credit
Agreement and Bankers Trust Company (incorporated by
reference to Exhibit 10.33 to the Company's Quarterly Report
on Form 10-Q for the quarter ended June 30, 1997).
10.34 -- Agreement Regarding Termination of Management Agreements,
dated as of July 25, 1997, between Homegate Hospitality,
Inc., VPS I, L.P., Prime Hospitality Corp., Crow Realty
Investors, L.P. and Wyndham Management Corporation, Wyndham
Hotel Corporation and Wyndham IP Corporation (including
related Promissory Note) (incorporated by reference to
Exhibit Number 10.34 in the Company's Quarterly Report on
Form 10-Q/A for the Quarter ended June 30, 1997 filed with
the Securities Exchange Commission on August 29, 1997).
10.35 -- Form of Registration Rights Agreement by and between Patriot
American Hospitality, Inc., Patriot American Hospitality
Operating Company and each of the parties signatory thereto
(incorporated by reference to Exhibit Number 10.35 in the
Company's Quarterly Report on Form 10-Q/A for the Quarter
ended June 30, 1997 filed with the Securities Exchange
Commission on August 29, 1997).
10.36 -- Ratification Agreement between Patriot American Hospitality,
Inc. and Wyndham Hotel Corporation (incorporated by
reference to Exhibit Number 10.36 in the Company's Quarterly
Report on Form 10-Q/A for the Quarter ended June 30, 1997
filed with the Securities Exchange Commission on August 29,
1997).
10.37 -- Ratification Agreement between Patriot American Hospitality
Operating Company, formerly known as Bay Meadows Operating
Company, Patriot American Hospitality, Inc. and C.F.
Securities, L.P. (incorporated by reference to Exhibit
Number 10.37 in the Company's Quarterly Report on Form 10-Q/A
for the Quarter ended June 30, 1997 filed with the Securities
Exchange Commission on August 29, 1997).
10.38 -- Form of Cooperation Agreement between Patriot American
Hospitality, Inc. and Patriot American Hospitality Operating
Company (incorporated by reference to Exhibit Number 10.38 in
the Company's Quarterly Report on Form 10-Q/A for the Quarter
ended June 30, 1997 filed with the Securities Exchange
Commission on August 29, 1997).
10.39 -- Form of Subscription Agreement between Wyndham Hotel
Corporation and Patriot American Hospitality Operating Company
(incorporated by reference to Exhibit Number 10.39 in the
Company's Quarterly Report on Form 10-Q/A for the Quarter
ended June 30, 1997 filed with the Securities Exchange
Commission on August 29, 1997).
10.40 -- Letter Agreement, dated April 14, 1997, among Wyndham Hotel
Corporation, C.F. Securities L.P. and TCF Hotels, L.P. with
respect to the Merger Agreement, the Stock Purchase Agreement
and the Omnibus Purchase and Sale Agreement (incorporated by
reference to Exhibit Number 10.40 in the Company's Quarterly
Report on Form 10-Q/A for the Quarter ended June 30, 1997
filed with the Securities Exchange Commission on August 29,
1997).
10.41 -- Lease Agreement, dated July 29, 1997, between IM Joint
Venture and Wyndham Hotel Corporation with respect to the
Company's corporate headquarters.
10.42 -- Agreement with respect to Assignment of Redemption Rights,
date July 29, 1997, between IFM Partnership and Wyndham Hotel
Corporation.
11 -- Computation of Earnings Per Share.
27.1 -- Financial Data Schedule.