Wyndham International, Inc. (NYSE:WYN) has filed a Registration Statement on Form S-3 with the Securities and Exchange Commission for a rights offering.
This rights offering is subject to the settlement of certain pending putative class action lawsuits in Delaware and court approval of such settlement. If the Delaware lawsuits are settled and the court approval received, the Company will distribute to holders of its outstanding class A common stock and holders of outstanding limited partnership units of its two operating partnerships on the record date, transferable subscription rights to purchase in the aggregate 3,000,000 shares of its series A preferred stock for $100 per share.

It is presently contemplated that holders of the class A common stock will receive one right for each share of class A common stock held by them as of the close of business on the record date, holders of limited partnership units in Patriot American Hospitality Partnership, L.P. will receive .95 rights for each unit held by them as of the close of business on the record date, and holders of limited partnership units in Wyndham International Operating Partnership, L.P. will receive .05 rights for each unit held by them as of the close of business on the record date. The record date has not yet been determined. The Company will use the cash proceeds from the rights offering to redeem shares of its outstanding series B preferred stock. The Company will not be obligated to complete the rights offering if the rights offering and related redemption of shares of series B preferred stock cannot, despite the Company`s good faith efforts, be completed by December 17, 1999.

The Registration Statement for the rights offering has not yet become effective. As soon as practicable after the effective date of the Registration Statement, the Company expects to mail to holders of class A common stock and holders of limited partnership units as of the record date a prospectus for the rights offering accompanied by a subscription warrant and related explanations for exercising or selling the rights. The prospectus will contain a description of the rights offering and other information.

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