Wyndham International, Inc. and Patriot American Hospitality, Inc. (Wyndham), whose shares are paired and trade together (NYSE:PAH), today disclosed the terms of its planned spin-off of Interstate Hotels Corporation (Interstate).
Wyndham International will distribute 92% of Interstate in the form of a dividend to Wyndham`s shareholders. The distribution is subject to the Securities and Exchange Commission declaring effective the registration statement for the spin-off. The remaining 8% of Interstate will be owned equally by Wyndham and Marriott International, Inc. (NYSE:MAR).

Wyndham shareholders will receive one share of Interstate for every 30 shares of Wyndham. Fractional shares will be paid in cash based on market value.

Wyndham currently has approximately 168 million shares and equivalents outstanding, not including approximately 97 million shares currently held by counterparties to forward equity transactions. Wyndham has entered into agreements with the counterparties providing that the counterparties will return their Interstate shares to Wyndham in return for certain adjustments to the forward equity contracts, resulting in the cancellation of their Interstate shares.

The distribution will be payable June 10, 1999, to Wyndham shareholders of record at the close of business on June 7, 1999, and will result in a taxable dividend to Wyndham shareholders.

Wyndham expects that Interstate`s shares will be included in the Nasdaq National Market system under the symbol IHCO. American Stock Transfer & Trust Company will be the transfer agent for Interstate.

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