SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
WYNDHAM INTERNATIONAL, INC.
(Name of Subject Company (issuer))
Mercury Special Situations Fund LP
and
Equity Resource Dover Fund LP
(Name of Filing Persons (Offerors))
9.75% Series A Convertible Preferred Stock, par value $100 per Share
(Title of Class of Securities)
983101502
(CUSIP Number of Class of Securities)
David R. Jarvis-Manager
Malcolm F. MacLean IV-Manager
Mercury Special Situations Fund LP
100 Field Point Road
Greenwich, CT 06830
(203) 769-2980
Eggert Dagbjartsson-General Partner
Equity Resource Dover Fund LP
44 Brattle Street
Cambridge, MA 02138
(617) 876-4800
(Name, address and telephone number of person
authorized to receive notices and communications on
behalf of the filing person)
CALCULATION OF FILING FEE
Transaction Valuation* Amount of Filing Fee**
$2,520,000 $296.61
* Estimated for purposes of calculating the filing fee only. This calculation
assumes the purchase of approximately 84,000 shares of 9.75% Series A
Convertible Preferred Stock of Wyndham International, Inc. at the tender offer
price of $30.00 per share of 9.75% Series A Convertible Preferred Stock.
** The amount of the filing fee, calculated in accordance with Rule 0-11 of the
Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and Fee Rate Advisory No. 6 for fiscal year 2005,
equals $117.70 per million of transaction value.
Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $296.61 Filing Party: Mercury Special
Situations Fund LP and Equity
Resources Dover Fund LP
Form or Registration No. Schedule TO/T Date Filed: January 28, 2005
Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[X] third-party tender offer subject to Rule 14d-1.
issuer tender offer subject to Rule 13e-4.
going-private transaction subject to Rule 13e-3.
amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [X]
FINAL AMENDMENT
This final Amendment amends and supplements the Tender Offer Statement
on Schedule TO originally filed with the Securities and Exchange Commission on
January 28, 2005 (the "Schedule TO") by Mercury Special Situations Fund LP, a
Delaware limited partnership and Equity Resources Dover Fund LP, a Massachusetts
limited partnership (together, the "Purchaser") to purchase all of the
outstanding shares (the "Shares") of 9.75% Series A Convertible Preferred Stock,
par value $100 per share, in Wyndham International, Inc., a Delaware corporation
(the "Subject Company"), at $30 for each Share, net to the seller in cash,
without interest, upon the terms and subject to the conditions set forth in the
Offer to Purchase (the "Offer to Purchase") and in the Letter of Transmittal, as
each may be supplemented or amended from time to time (which together constitute
the "Offer"). The information contained in the Offer to Purchase is incorporated
herein by reference. Capitalized terms used and not defined herein shall have
the meanings ascribed to such terms in the Offer to Purchase.
ITEM 4. TERMS OF THE TRANSACTION
Item 4 of the Schedule TO is hereby amended and supplemented to add the
following paragraph:
The Offer expired at 12:00 Midnight, Eastern Time, on March 14, 2005.
Pursuant to the Offer, the Purchaser has accepted an aggregate 6,128.94
Shares at a price of $30 per Share for an aggregate amount of
$183,868.27.
ITEM 12. EXHIBITS
(a)(1)(A) Offer to Purchase, dated January 28, 2005.*
(a)(1)(B) Letter of Transmittal.*
(a)(1)(C) Notice of Guaranteed Delivery.*
(a)(1)(D) Letter to Brokers, Dealers, Banks, Trust Companies and other
Nominees.*
(a)(1)(E) Letter to Clients for use by Brokers, Dealers, Banks, Trust
Companies and other Nominees.*
(a)(1)(F) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.*
(a)(1)(G) Letter to Shareholders.*
(a)(1)(H) Summary Advertisement published in Investors Business Daily on
January 28, 2005.*
(a)(1)(I) Press Release dated February 28, 2005.*
(b) Not applicable.
(c) Not applicable.
(d)(1) Not applicable.
(g) Not applicable.
(h) Not applicable.
* Previously Filed
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
MERCURY SPECIAL SITUATIONS FUND LP
By: /s/ David R. Jarvis
Name: David R. Jarvis
Title: Manager
By: /s/ Malcolm F. MacLean IV
Name: Malcolm F. MacLean IV
Title: Manager
EQUITY RESOURCE DOVER FUND LP
By: /s/ Eggert Dagbjartsson
Name: Eggert Dagbjartsson
Title: General Partner
Date: March 23, 2005
INDEX TO EXHIBITS
(a)(1)(A) Offer to Purchase, dated January 28, 2005.*
(a)(1)(B) Letter of Transmittal.*
(a)(1)(C) Notice of Guaranteed Delivery.*
(a)(1)(D) Letter to Brokers, Dealers, Banks, Trust Companies and other
Nominees.*
(a)(1)(E) Letter to Clients for use by Brokers, Dealers, Banks, Trust
Companies and other Nominees.*
(a)(1)(F) Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9.*
(a)(1)(G) Letter to Shareholders.*
(a)(1)(H) Summary Advertisement published in Investors Business Daily on
January 28, 2005.*
(a)(1)(I) Press Release dated February 28, 2005.*
(b) Not applicable.
(c) Not applicable.
(d)(1) Not applicable.
(g) Not applicable.
(h) Not applicable.
* Previously Filed