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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                  FORM 10-K/A

      FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

  (Mark One)

    [X]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
       SECURITIES EXCHANGE ACT OF 1934
       For the fiscal year ended December 31, 2000

                                      OR

    [_]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
       SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
       For the transition period from         to

                         Commission File Number 1-9320

                          Wyndham International, Inc.
            (Exact name of registrant as specified in its charter)

               Delaware                              94-2878485
    (State or other jurisdiction of               (I.R.S. Employer
    incorporation or organization)               Identification No.)

   1950 Stemmons Freeway, Suite 6001
             Dallas, Texas                              75207
    (Address of principal executive                  (Zip Code)
               offices)

                                (214) 863-1000
             (Registrant's telephone number, including area code)

          Securities registered pursuant to Section 12(b) of the Act:

    Class A Common Stock, par value            New York Stock Exchange
            $0.01 per share


    Preferred Stock Purchase Rights            New York Stock Exchange
         (Title of each class)             (Name of each exchange on which
                                                     registered)

          Securities registered pursuant to Section 12(g) of the Act:

                             Series A Convertible
                          Preferred Stock, par value
                                $0.01 per share

  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 shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [X] No [_]

  Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment of this Form 10-K. [X]

  The aggregate market value of the voting stock held by non-affiliates of
Wyndham International, Inc. as of March 19, 2001 was approximately $266
million, based upon a price of $1.75 per share.

  As of March 19, 2001, there were 167,887,723 shares of Wyndham class A
common stock issued and outstanding.

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   The undersigned registrant hereby amends and restates the information
required by Items 10, 11, 12 and 13 of Part III of the previously filed Annual
Report on Form 10-K for the year ended December 31, 2000.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT

General

   The Board of Directors currently consists of nineteen directors, who are
divided into the following classes: (i) the Class A Directors, consisting of
eight directors, (ii) the Class B Directors, consisting of eight directors,
and (iii) the Class C Directors, consisting of three directors. Each of these
classes of directors is further divided into three classes by term of office.
The Class A Directors consist of three Class A-I Directors, two Class A-II
Directors and three Class A-III Directors. The Class B Directors consist of
two Class B-I Directors, three Class B-II Directors and three Class B-III
Directors. The Class C Directors consist of one Class C-I Director, one Class
C-II Director and one Class C-III Director. The terms of the current Class A-
I, Class B-I and Class C-I Directors will expire at the 2003 annual meeting of
stockholders. The terms of the current Class A-II, Class B-II and Class C-II
Directors expire at the 2001 annual meeting of stockholders, and the terms of
the current Class A-III, Class B-III and Class C-III Directors will expire at
the 2002 annual meeting. At the 2001 annual meeting of stockholders, the
directors who are elected to succeed the current Class A-II, Class B-II and
Class C-II Directors will be elected for a two-year term. At each annual
meeting beginning in 2002, successors to the directors whose terms expire at
that annual meeting will be elected for a one-year term.

Directors

   The Board of Directors of Wyndham consists of the following individuals as
of April 30, 2001:

 Class A Directors

   Karim Alibhai has served as a director of Wyndham since October 1997. Mr.
Alibhai served as the President and Chief Operating Officer of Wyndham until
his resignation on June 30, 1999. Prior to joining Wyndham in October 1997,
Mr. Alibhai was the President and Chief Executive Officer of the Gencom Group,
an affiliated group of companies that acquired, developed, renovated, leased
and managed hotel properties in the United States and Canada through Gencom
American Hospitality. Mr. Alibhai holds a B.A. from Rice University.
Mr. Alibhai is 37 years old. Mr. Alibhai is a Class A-III director whose term
expires in 2002.

   Leonard Boxer has served as a director of Wyndham since July 1997. He
served as a director of Patriot and its predecessor from September 1995 to
July 1997. He has been a partner and chairman of the real estate department of
the law firm of Stroock & Stroock & Lavan in New York, New York since 1987.
Previously, he was a founder and managing partner and head of the real estate
department of Olnick Boxer Blumberg Lane & Troy, a real estate law firm in New
York. Mr. Boxer is a member of the Board of Trustees of New York University
Law School. He is a member of the New York Regional Cabinet of the United
States Holocaust Memorial Museum. Mr. Boxer holds a B.A. and an L.L.B. from
New York University. Mr. Boxer is 62 years old. Mr. Boxer is a Class A-I
director whose term expires in 2003.

   James D. Carreker has served as director of Wyndham since January 1998. He
served as the Chairman of the Board of Directors of Wyndham from January 1998
to October 2000, and he served as Chief Executive Officer of Wyndham from
January 1998 to March 2000. He served as a director of Patriot American
Hospitality, Inc., a Delaware corporation ("Patriot"), from January 1998 to
June 1999, and served as the Chief Executive Officer of Patriot from February
1999 to June 2000. Prior to the merger of Wyndham Hotel Corporation with the
Company and Patriot in January 1998, Mr. Carreker had served as Chairman of
the Board, Chief Executive Officer and President of Wyndham Hotel Corporation
from May 1988 to January 1998 and as a director of Wyndham Hotel Corporation
from February 1996 to January 1998. He also served as Chief Executive Officer
of Trammell Crow Company, a national real estate company, from August 1994 to
December 1995. Prior to 1988, Mr. Carreker served as President of Burdine's,
the Miami based division of Federated Department Stores.

                                       2
<PAGE>

Mr. Carreker also serves as a director of Crow Family Holdings, Carreker
Corporation, a computer service company that completed its initial public
offering in May 1998, Outrigger Hotels and Resorts and Pier 1 stores,
effective June 28, 2001. Mr. Carreker holds a B.S. and a Master of Business
Administration from Oklahoma State University. Mr. Carreker is 53 years old.
Mr. Carreker is a Class A-II director whose term expires in 2001.

   Milton Fine became a director of Wyndham in June 1998. Mr. Fine co-founded
Interstate Hotels Corporation in 1961 and was Chairman of the Board prior to
Wyndham's acquisition of Interstate Hotels Corporation in June 1998. Mr. Fine
also served as the Chief Executive Officer of Interstate Hotels Corporation
through March 1996. Mr. Fine is a member of the Advisory Board of Greenwich
Street Capital Partners, Inc. Mr. Fine is a life trustee of the Carnegie
Institute and Chairman of the Board of the Carnegie Museum of Art. He is a
member of the Board of Directors of the Andy Warhol Museum in Pittsburgh,
Pennsylvania. Mr. Fine is a member of the Board of Directors of the Norton
Museum of Art in Palm Beach, Florida. Mr. Fine is a magna cum laude graduate
and also holds a J.D. from the University of Pittsburgh. Mr. Fine is 74 years
old. Mr. Fine is a Class A-III director whose term expires in 2002.

   Susan T. Groenteman has served as a director of Wyndham since January 1998.
Ms. Groenteman served as a director of Wyndham Hotel Corporation, a subsidiary
of Wyndham, from April 1996 to January 1998. Ms. Groenteman is a member of the
Board of Directors and Chief Operating Officer of Crow Family Holdings, an
investment company managing investments in a variety of real estate related
businesses, along with other industries, a position she has held since 1988.
In any given year within the past five years, Ms. Groenteman has served as an
executive officer or director in over 1,000 partnerships (or affiliates of
partnerships) or corporations. In the past five years, Ms. Groenteman has
served as an executive officer or director of approximately six partnerships
or corporations, or for affiliates of such entities, that filed for protection
under federal bankruptcy laws. In addition, in the past five years, Ms.
Groenteman served as an executive officer or director in approximately 15
partnerships or corporations, or affiliates of such partnerships or
corporations, that were placed in receivership. Ms. Groenteman holds a
Bachelor of Business Administration from the University of Texas at Arlington.
Ms. Groenteman is 47 years old. Ms. Groenteman is a Class A-III director whose
term expires in 2002.

   Fred J. Kleisner is the Chairman of the Board and Chief Executive Officer
of Wyndham. He has served as Chairman of the Board of Wyndham since October
13, 2000 and as Chief Executive Officer of Wyndham since March 27, 2000. From
July 1999 to October 2000, Mr. Kleisner served as Wyndham's President. From
July 1999 to March 2000, Mr. Kleisner also served as the Company's Chief
Operating Officer. From January 1998 to July 1999, he was President and Chief
Operating Officer of The Americas for Starwood Hotels & Resorts Worldwide,
Inc. His experience in the industry also includes senior positions with Westin
Hotels and Resorts, where he was President and Chief Operating Officer from
1995 to 1998; Interstate Hotels Corporation, where he was Executive Vice
President and Group President of Operations from 1990 to 1995; The Sheraton
Corporation, where he was Senior Vice President, Director of Operations, North
America Division-East from 1985 to 1990; and Hilton Hotels, where for 16 years
he served as General Manager of several landmark hotels, including The Waldorf
Astoria and The Waldorf Towers in New York, The Capital Hilton in Washington,
D.C., and The Hilton Hawaiian Village in Honolulu. Mr. Kleisner, who holds a
B.A. degree in Hotel Management from Michigan State University, completed
advanced studies at the University of Virginia and Catholic University of
America. Mr. Kleisner is 56 years old. Mr. Kleisner is a Class A-I director
whose term expires in 2003.

   Rolf E. Ruhfus has served as a director of Wyndham since June 1998. Mr.
Ruhfus currently serves as Chairman of the Board of Directors and Chief
Executive Officer of LodgeWorks Corporation and Ruhfus Hotel Corporation. He
previously served as Chairman of the Board of Directors and Chief Executive
Officer of Summerfield Hotel Corporation from 1987 through June 1998 when
Summerfield was acquired by Wyndham. Prior to founding Summerfield, Mr. Ruhfus
served as President of Residence Inn Corporation. Mr. Ruhfus holds a B.A. from
Western Michigan University, an M.B.A. from the Wharton School of Business and
a Ph.D. in Marketing from the University of Munster, Germany. Mr. Ruhfus is 56
years old. Mr. Ruhfus is a Class A-I director whose term expires in 2003.


                                       3
<PAGE>

   Sherwood M. Weiser has served as a director of Wyndham since October 1997.
Currently, Mr. Weiser is the Chairman and Chief Executive Officer of Carnival
Resorts & Casinos, a hotel and gaming management and development firm. In
1970, Mr. Weiser founded The Continental Companies. Carnival Resorts & Casinos
was a successor to The Continental Companies. In June 1998, Wyndham acquired
the hospitality-related businesses of CHCI, the parent corporation of Carnival
Resorts & Casinos. Mr. Weiser is a director of Carnival Corporation, Mellon
United National Bank, a subsidiary of Mellon Bank, and Interstate Hotels
Corporation. He is a graduate of the Ohio State University School of Business
and holds a J.D. from the Case Western Reserve University School of Law. Mr.
Weiser is 70 years old. Mr. Weiser is a Class A-II director whose term expires
in 2001.

 Class B Directors

   Leon D. Black became a director of Wyndham in June 1999. Mr. Black is one
of the founding principals of (1) Apollo Advisors, L.P., which, together with
its affiliates, acts as the managing general partner of the Apollo Investment
Funds, private securities investment funds; (2) Apollo Real Estate Advisors,
L.P. which, together with its affiliates, acts as the managing general partner
of the Apollo Real Estate Investment Funds, private real estate investment
funds; and (3) Lion Advisors, L.P., a financial advisor to, and representative
of, institutional investors with respect to securities investments. Mr. Black
is also a director of Allied Waste Industries, Inc., Samsonite Corporation,
Sequa Industries, Inc., United Rentals, Inc. and Vail Resorts, Inc. He also
serves as a trustee of The Museum of Modern Art, Mount Sinai-NYU Medical
Center, Lincoln Center for the Performing Arts, the Metropolitan Museum of Art
and Vail Valley Foundation. Mr. Black holds an M.B.A. from Harvard University
and a B.A. from Dartmouth College. Mr. Black is 49 years old. Mr. Black is a
Class B-II director whose term expires in 2001.

   Thomas H. Lee became a director of Wyndham in June 1999. Mr. Lee founded
Thomas H. Lee Company in 1974 and since that time has served as its President.
From 1966 through 1974, Mr. Lee was with First National Bank of Boston where
he directed the bank's high technology lending group from 1968 to 1974 and
became a Vice President in 1973. Prior to 1966, Mr. Lee was a securities
analyst in the institutional research department of L.F. Rothschild & Co. in
New York. Mr. Lee serves or has served as a director of numerous public and
private corporations, including Finlay Enterprises, Inc., General Nutrition
Companies, Inc., Playtex Products, Inc., Safelite Glass Corp., Snapple
Beverage Corp. and Vail Resorts, Inc. In addition, Mr. Lee serves as a trustee
or overseer of a number of civic and charitable organizations including, in
Boston, Beth Israel Deaconess Medical Center, Brandeis University, Harvard
University and the Museum of Fine Arts, as well as in New York City, Lincoln
Center for the Performing Arts, Mount Sinai-NYU Medical Center and the Whitney
Museum of American Art. Mr. Lee is a 1965 graduate of Harvard College. Mr. Lee
is 57 years old. Mr. Lee is a Class B-III director whose term expires in 2002.

   Alan M. Leventhal became a director of Wyndham in June 1999. Mr. Leventhal
is co-founder of Beacon Capital Partners and serves as its Chairman and Chief
Executive Officer. Prior to founding Beacon Capital Partners, Mr. Leventhal
served as President and Chief Executive Officer of Beacon Properties
Corporation, a publicly traded real estate investment trust. Mr. Leventhal
received his Bachelor's degree in Economics from Northwestern University in
1974 and his Master of Business Administration from the Amos Tuck School of
Business Administration at Dartmouth College in 1976. Mr. Leventhal is a
member of the Board of Overseers of Beth Israel Deaconess Medical Center. Mr.
Leventhal has lectured at the Amos Tuck School of Business Administration at
Dartmouth College and the Massachusetts Institute of Technology Center for
Real Estate. Mr. Leventhal has been awarded the Realty Stock Review's
"Outstanding CEO Award" for 1996, 1997 and 1998, and the Commercial Property
News' "Office Property Executive of the Year" for 1996. Mr. Leventhal is 48
years old. Mr. Leventhal is a Class B-III director whose term expires in 2002.

   William L. Mack became a director of Wyndham in June 1999. Mr. Mack is a
founding principal and managing partner of Apollo Real Estate Advisors, L.P.,
which, together with its affiliates, acts as the managing general partner of
the Apollo Real Estate Investment Funds, private real estate investment funds.
Beginning in 1969, Mr. Mack served as Managing Partner of the Mack Company, a
privately held real estate company which was merged with the Cali Realty
Corporation (now Mack-Cali Realty Corporation) of which Mr. Mack has served as
a director since 1997. Mr. Mack is also a director of The Bear Stearns
Companies, Inc. and

                                       4
<PAGE>

Vail Resorts, Inc. Mr. Mack attended the Wharton School of Business and
Finance at the University of Pennsylvania and received a B.S. degree in
business administration, finance and real estate from New York University. Mr.
Mack is 61 years old. Mr. Mack is a Class B-III director whose term expires in
2002.

   Lee S. Neibart became a director of Wyndham in June 1999. Mr. Neibart has
been a principal since 1993 of Apollo Real Estate Advisors, L.P., which
together with its affiliates, acts as the managing general partner of the
Apollo Real Estate Investment Funds, private real estate investment funds.
From 1979 to 1993, he was Executive Vice President and Chief Operating Officer
of the Robert Martin Company, a private real estate development and management
firm, with which he was associated for over 14 years. Mr. Neibart is a
director of Atlantic Gulf Communities Corp., Koger Equity, Inc., Meadowbrook
Golf Group, Inc., Metropolis Realty Trust, NextHealth, Inc. and Roland
International Corporation. Mr. Neibart received a B.A. from the University of
Wisconsin and an M.B.A. from New York University. Mr. Neibart is 50 years old.
Mr. Neibart is a Class B-II director whose term expires in 2001.

   Marc J. Rowan became a director of Wyndham in June 1999. Mr. Rowan is one
of the founding principals of (1) Apollo Advisors, L.P., which, together with
its affiliates, acts as the managing general partner of the Apollo Investment
Funds, private securities investment funds; and (2) Lion Advisors, L.P., a
financial advisor to, and representative of, institutional investors with
respect to securities investments. Mr. Rowan is also a director of Samsonite
Corporation, Vail Resorts, Inc., National Financial Partners Corporation, NRT
Incorporated, Quality Distribution Inc. and Rare Medium Group, Inc. Mr. Rowan
is also active in charitable activities and is a founding member and serves on
the executive committee of the Youth Renewal Fund and is a member of the board
of directors of National Jewish Outreach Program and the Undergraduate
Executive Board of The Wharton School of Business. Mr. Rowan is 39 years old.
Mr. Rowan is a Class B-I director whose term expires in 2003.

   Scott A. Schoen became a director of Wyndham in June 1999. Mr. Schoen, a
Managing Director at Thomas H. Lee Company, joined the firm in 1986. Prior to
joining the firm, Mr. Schoen was in the Private Finance Department of Goldman,
Sachs & Co. Mr. Schoen received a B.A. in History from Yale University, a J.D.
from Harvard Law School and an M.B.A. from the Harvard Graduate School of
Business Administration. He is a member of the New York Bar. Mr. Schoen is or
has been a director of First Alert, Inc., LaSalle Re Holdings Ltd., Rayovac
Corporation, Signature Brands, Inc., Syratech Corporation, TransWestern
Publishing, United Industries and a number of private companies. Mr. Schoen is
also a director of United Way of Massachusetts Bay. Mr. Schoen is 42 years
old. Mr. Schoen is a Class B-II director whose term expires in 2001.

   Scott M. Sperling became a director of Wyndham in June 1999. Mr. Sperling
is a Principal Managing Director at Thomas H. Lee Partners, L.P. In this
capacity, he is a director of Fisher Scientific International, Inc., GenTek
Inc., CTC Communications, Inc. and a number of private companies. During the
ten years prior to joining Thomas H. Lee Company, Mr. Sperling was Managing
Partner of the Aeneas Group, the private capital affiliate of the Harvard
Management Company, Inc. Prior to 1984, Mr. Sperling was a Senior Consultant
with the Boston Consulting Group, Inc. focusing on business and corporate
strategies. He holds an M.B.A. degree from Harvard University and a B.S. from
Purdue University. Mr. Sperling is 43 years old. Mr. Sperling is a Class B-I
director whose term expires in 2003.

 Class C Directors

   Norman Brownstein became a director of Wyndham in June 1999. Mr. Brownstein
serves as Chairman of the Board of the law firm Brownstein Hyatt & Farber,
P.C. Mr. Brownstein is nationally recognized for his extensive experience in
real estate law and commercial transactions. Mr. Brownstein is a member of the
American College of Real Estate Lawyers and the American, Colorado, and Denver
Bar Associations and numerous other professional organizations. Mr. Brownstein
is a Presidential appointee to the U.S. Holocaust Memorial Council and is a
member of the Board of Directors of Global Crossing, Ltd. and Asia Global
Crossing Ltd. Mr. Brownstein also serves as a director of the National Jewish
Center for Immunology and Respiratory Medicine, a Trustee of the Simon
Wiesenthal Center and a Vice President of the American Israel Public Affairs
Committee. Mr. Brownstein received a B.S. and a J.D. from the University of
Colorado at Boulder. Mr. Brownstein is 57 years old. Mr. Brownstein is a Class
C-II director whose term expires in 2001.

                                       5
<PAGE>

   Stephen T. Clark became a director of Wyndham in June 1999. Since 1995, Mr.
Clark has been President of Cypress Realty, Inc., a real estate investment
company based in Austin, Texas and serves as a director of Beacon Capital
Partners, Inc. Previously, Mr. Clark served as Managing Director of Harvard
Private Capital Group where he directed the group responsible for real estate
investment and management activities. Prior to joining Harvard Private Capital
Group, Mr. Clark was a partner in Clark-Pilgrim Limited Partnership and in
Trammell Crow Company where he was in charge of office and industrial
activities in Philadelphia and Delaware. He received a Masters in Business
Administration degree from Harvard Business School and received his
undergraduate degree from Duke University. Mr. Clark serves as Chairman of the
Board of Abacoa Development Company and Cypress Senior Living, Inc. Mr. Clark
is 45 years old. Mr. Clark is a Class C-III director whose term expires in
2002.

   Paul Fribourg became a director of Wyndham in June 1999. Mr. Fribourg has
served as Chief Executive Officer of ContiGroup Companies, Inc. (f/k/a
Continental Grain Company) since July 1997. Since 1976, Mr. Fribourg has held
numerous positions with Continental Grain Company including President and
Chief Operating Officer from 1994 to 1997 and Executive Vice President of the
Commodity Marketing Group from 1990 to 1994. Mr. Fribourg also serves on the
boards of Loews Corporation, the YMCA of Greater New York, The Browning
School, New York University and the America-China Society. Mr. Fribourg holds
a B.A. from Amherst College and completed the Advanced Management Program at
Harvard Business School. Mr. Fribourg is 47 years old. Mr. Fribourg is a Class
C-I director whose term expires in 2003.

            SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

   Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires directors and officers of Wyndham, and persons who
own more than 10% of the Class A Common Stock, to file with the Commission
initial reports of Class A Common Stock ownership and reports of changes in
such ownership. A reporting person must file a Form 3-Initial Statement of
Beneficial Ownership of Securities within 10 days after such person becomes a
reporting person. A reporting person must file a Form 4-Statement of Changes
of Beneficial Ownership of Securities within 10 days after any month in which
such person's beneficial ownership of securities changes, except for certain
changes exempt from the reporting requirements of Form 4. Such exempt changes
include stock options granted under a plan qualifying pursuant to Rule 16b-3
under the Exchange Act. A reporting person must file a Form 5-Annual Statement
of Beneficial Ownership of Securities within 45 days after the end of the
issuer's fiscal year to report any changes in ownership during such year not
reported on a Form 4, including changes exempt from the reporting requirements
of Form 4.

   The Commission's rules require Wyndham's reporting persons to furnish
Wyndham with copies of all Section 16(a) reports that they file. Based solely
upon a review of the copies of such reports furnished to Wyndham and written
representations that no other reports were required, Wyndham believes that
during 2000 the reporting persons complied with all applicable Section 16(a)
filing requirements on a timely basis.

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ITEM 11. EXECUTIVE COMPENSATION

   The following table sets forth, as to persons who served as Chief Executive
Officer of the Company during 2000 and as to each of the four other most
highly compensated executive officers of the Company who were serving as
executive officers as of December 31, 2000 (the "named executive officers"),
information concerning all compensation paid for services to the Company in
all capacities for each of the last three fiscal years.

                          Summary Compensation Table

<TABLE>
<CAPTION>
                                                 Long-Term Compensation
                                                 ---------------------------
                         Annual Compensation(1)  Restricted      Securities
                         -----------------------    Stock        Underlying       All Other
                         Year Salary($) Bonus($)   Awards        Options(#)      Compensation
                         ---- --------- -------- -----------     -----------     ------------
<S>                      <C>  <C>       <C>      <C>             <C>             <C>
Fred J. Kleisner........ 2000 $608,054  $936,000         --         901,250(2)     $ 37,820(3)
  Chairman of the Board
   and                   1999 $258,077  $750,000 $   761,250(4)   1,100,000(5)     $738,455(6)
   Chief Executive
   Officer

Theodore Teng........... 2000 $336,539  $600,000 $   400,000(7)   1,000,000(8)     $520,883(9)
  President and Chief
   Operating
   Officer

Richard A. Smith........ 2000 $287,116  $430,000         --         500,000(10)    $ 93,841(11)
  Executive Vice
   President and         1999 $ 55,385  $ 25,000         --         125,000(12)    $141,633(13)
   Chief Financial
   Officer

David W. Johnson........ 2000 $321,405  $290,000         --         355,000(14)    $128,832(15)
  Executive Vice
   President             1999 $258,154  $131,600         --         300,000(16)         --
                         1998 $200,631  $120,000         --          13,185(17)         --

Michael Grossman........ 2000 $310,154  $156,000         --         340,000(18)    $    917(19)
  Executive Vice
   President             1999 $283,200  $140,000         --         400,000(20)         --
                         1998 $255,010  $205,451         --           9,632(21)         --

James D. Carreker(22)... 2000 $620,308  $936,000         --             --         $613,519(23)
  Former Chairman of the
   Board                 1999 $316,865  $750,000 $ 2,049,997(24)  1,300,000(25)    $ 51,152(26)
   and Chief Executive
   Officer               1998 $571,036       --          --             --         $    648(27)
</TABLE>
--------
(1) Does not include "Other Annual Compensation" because amounts of certain
    perquisites and other noncash benefits provided by Wyndham did not exceed
    the lesser of $50,000 or 10% of the total annual base salary and bonus
    disclosed in this table for the respective officer.
(2) On March 27, 2000, Wyndham granted non-qualified options to purchase an
    aggregate of 901,250 shares of Class A Common Stock to Mr. Kleisner. These
    options vest on each anniversary of the date of grant at a rate of 25% per
    year.
(3) Such amount includes $5,570 of life insurance premiums and $32,250 of
    imputed interest from a non-interest bearing note.
(4) On August 12, 1999, Wyndham awarded 203,000 restricted shares of Class A
    Common Stock to Mr. Kleisner. The market value of the shares on the date
    of grant was $3.75 per share and the aggregate market value of such shares
    on December 31, 2000 was $355,250. The restrictions on these shares lapse
    on each anniversary of the date of grant at the rate of 33 1/3% per year.
(5) On August 12, 1999, Wyndham granted non-qualified options to purchase
    1,100,000 shares of Class A Common Stock to Mr. Kleisner. These options
    vest on each anniversary of the date of grant at a rate of 20% per year.
(6) Such amount includes a $550,000 signing bonus, a $174,929 relocation
    allowance, $671 in life insurance premiums, $1,174 in disability premiums
    and $11,681 of imputed interest on a non-interest bearing note.
(7) On April 12, 2000, Wyndham awarded 200,000 restricted shares of Class A
    Common Stock to Mr. Teng. The market value of the shares on the date of
    grant was $2.00 per share and the aggregate market value of such shares on
    December 31, 2000 was $350,000. The restrictions on these shares lapse on
    each anniversary of the date of grant at the rate of 33 1/3% per year.

                                       7
<PAGE>

(8) On April 12, 2000, Wyndham granted non-qualified options to purchase
    1,000,000 shares of Class A Common Stock to Mr. Teng. These options vest
    on each anniversary of the date of grant at a rate of 25% per year.
(9) Such amount includes $222,222 of debt forgiveness, $154,745 of taxes
    associated with the forgiveness of debt, a $140,000 signing bonus, $1,797
    in life insurance, $2,019 in disability insurance and $100 in
    miscellaneous medical expenses.
(10) On March 27, 2000, Wyndham granted non-qualified options to purchase
     500,000 shares of Class A Common Stock to Mr. Smith. These options vest
     on each anniversary of the date of grant at a rate of 25% per year.
(11) Such amount includes a $64,084 relocation allowance, $26,750 of taxes
     associated with the relocation allowance, $998 in life insurance and
     $2,009 in disability insurance premiums.
(12) On September 13, 1999, Wyndham granted non-qualified options to purchase
     125,000 shares of Class A Common Stock to Mr. Smith. These options vest
     on each anniversary of the date of grant at a rate of 20% per year.
(13) Such amount includes a $141,633 relocation allowance.
(14) On March 27, 2000, Wyndham granted non-qualified options to purchase
     355,000 shares of Class A Common Stock to Mr. Johnson. These options vest
     on each anniversary of the date of grant at a rate of 25% per year.
(15) Such amount includes $127,227 for forgiveness of debt and $1,605 for life
     insurance premiums.
(16) On April 19, 1999, Wyndham granted non-qualified options to purchase
     300,000 shares of Class A Common Stock to Mr. Johnson. These options vest
     on each anniversary of the date of grant at a rate of 20% per year.
(17) On February 2, 1998, Wyndham granted non-qualified options to purchase
     paired shares to Mr. Johnson. On November 13, 1998, pursuant to an option
     repricing program, these non-qualified options were surrendered and
     exchanged for non-qualified options to purchase 13,185 paired shares at
     $7.55 per share. As part of the June 30, 1999 restructuring of the
     Company, these options became fully vested and exercisable for equivalent
     shares of Class A Common Stock.
(18) On March 27, 2000, Wyndham granted non-qualified options to purchase
     340,000 shares of Class A Common Stock to Mr. Grossman. These options
     vest on each anniversary of the date of grant at a rate of 25% per year.
(19) Such amount includes $917 for life insurance premiums.
(20) On April 19, 1999, Wyndham granted non-qualified options to purchase
     400,000 shares of Class A Common Stock to Mr. Grossman. These options
     vest on each anniversary of the date of grant at a rate of 20% per year.
(21) On February 2, 1998, Wyndham granted non-qualified options to purchase
     paired shares to Mr. Grossman. On November 13, 1998, pursuant to an
     option repricing program, these non-qualified options were surrendered
     and exchanged for non-qualified options to purchase 9,632 paired shares
     at $7.55 per share. As part of the June 30, 1999 restructuring of the
     Company, these options became fully vested and exercisable for equivalent
     shares of Class A Common Stock.
(22) Mr. Carreker served as the Chairman of the Board and Chief Executive
     Officer of the Company until March 27, 2000, when Mr. Carreker resigned
     his position as Chief Executive Officer and Mr. Fred J. Kleisner was
     appointed Chief Executive Officer in addition to his previous title as
     President. On October 13, 2000, Mr. Carreker further resigned his
     position as Chairman of the Board of the Company, and Mr. Kleisner was
     appointed to the additional position of Chairman of the Board and
     resigned his position as President of the Company.
(23) Such amount includes $355,600 and $247,623 of taxes associated with the
     office relocation, $2,788 in life insurance and $7,508 in disability
     insurance premiums.
(24) On February 19, 1999, Wyndham awarded the equivalent of 200,000
     restricted shares to Mr. Carreker. The equivalent market value of the
     shares on the date of grant was $5.375 per share and the aggregate market
     value of such shares on December 31, 2000 was $350,000. The restrictions
     on these shares were to lapse on

                                       8
<PAGE>

   each anniversary commencing January 1, 2000 at the following rates: year 1:
   40%, year 2: 30%, and year 3: 30%. On February 19, 1999, Wyndham awarded
   the equivalent of 216,666 restricted shares of Class A Common Stock to Mr.
   Carreker. Mr. Carreker received 72,222 shares of Class A Common Stock on
   June 30, 1999 and was to receive 72,222 shares of Class A Common Stock on
   each of the first and second anniversaries of the date of grant. The
   equivalent market value of the shares on June 30, 1999 was $4.50 per share
   and the aggregate market value of such shares on December 31, 2000 was
   $378,000. All of the foregoing shares fully vested on December 31, 2000,
   upon the termination of Mr. Carreker's employment with Wyndham.
(25) On April 19, 1999, Wyndham granted non-qualified options to purchase the
     equivalent of 1,300,000 shares to Mr. Carreker. These options fully
     vested on December 31, 2000, upon the termination of his employment with
     Wyndham.
(26) Such amount includes $5,260 in life insurance premiums, $22,545 of
     disability insurance premiums, $15,000 in tax preparation fees and $8,347
     in payment for an automobile lease.
(27) Such amount includes $360 of term life insurance premiums paid by Wyndham
     for the benefit of Mr. Carreker and $288 contributed by Wyndham to Mr.
     Carreker's 401(k) account.

   The following table sets forth certain information concerning the options
granted to the named executive officers during 2000.

                       Option Grants in Last Fiscal Year

<TABLE>
<CAPTION>
                                       Individual Grants
                         ------------------------------------------------
                                                                          Potential Realizable
                                                                            Value at Assumed
                                       % of Total                         Annual Rates of Stock
                         Number of      Options                            Price Appreciation
                         Securities    Granted to                            for Option Term
                         Underlying    Employees  Exercise or                    ($)(2)
                          Options      in Fiscal      Base     Expiration ---------------------
                         Granted(#)     Year(1)   Price ($/Sh)    Date        5%        10%
                         ----------    ---------- ------------ ---------- ---------- ----------
<S>                      <C>           <C>        <C>          <C>        <C>        <C>
Fred J. Kleisner........   901,250(3)    10.61%      $2.00     3/27/2010  $1,133,583 $2,872,721
Theodore Teng........... 1,000,000(3)    11.78%      $2.00     4/12/2010  $1,359,595 $3,349,594
Richard A. Smith........   500,000(3)     5.89%      $2.00     3/27/2010  $  628,895 $1,593,742
Michael Grossman........   340,000(3)     4.00%      $2.00     3/27/2010  $  427,648 $1,083,745
David W. Johnson........   355,000(3)     4.18%      $2.00     3/27/2010  $  446,515 $1,131,557
</TABLE>
--------
(1) Options to purchase a total of 8,490,916 shares of Class A Common Stock
    were granted to employees in 2000.
(2) The amounts under the columns labeled "5%" and "10%" are included by the
    Company pursuant to certain rules promulgated by the Securities and
    Exchange Commission (the "Commission") and are not intended to forecast
    future appreciation, if any, in the price of the Class A Common Stock.
    Such amounts are based on the assumption that the named persons hold the
    options for the full term of the options. The actual value of the options
    will vary in accordance with the market price of the Class A Common Stock.
(3) Options are subject to a 4-year vesting schedule, with one-fourth becoming
    exercisable on each of the first, second, third and fourth anniversaries
    of the date of grant.

                                       9
<PAGE>

   The following table sets forth certain information concerning options
exercised in 2000 by the named executive officers and all unexercised options
held by the named executive officers as of December 31, 2000.

   Aggregate Option Exercises in Last Fiscal Year and Fiscal Year End Option
                                    Values

<TABLE>
<CAPTION>
                                                                  Number of                 Value of Unexercised
                                                           Unexercised Options at          In-the-Money Options at
                             Shares                          Fiscal Year-End(#)              Fiscal Year-End(2)
                            Acquired        Value      ------------------------------- -------------------------------
                         on Exercise(#) Realized($)(1) Exercisable(3) Unexercisable(3) Exercisable(3) Unexercisable(3)
                         -------------- -------------- -------------- ---------------- -------------- ----------------
<S>                      <C>            <C>            <C>            <C>              <C>            <C>
Fred J. Kleisner........       --           $  --          220,000       1,781,250           --              --
Theodore Teng...........       --           $  --               --       1,000,000           --              --
Richard A. Smith........       --           $  --           25,000         600,000           --              --
David W. Johnson........       --           $  --           97,794         595,000           --              --
Michael Grossman........       --           $  --           89,632         660,000           --              --
James D. Carreker.......       --           $  --        1,378,048              --           --              --
</TABLE>
--------
(1) Values are determined by aggregating, for each option exercise in 2000,
    the amount calculated by multiplying (i) an amount calculated by
    subtracting the exercise price paid for each such exercise from the
    closing price of the Class A Common Stock as of the date of such exercise
    by (ii) the number of shares of Class A Common Stock acquired upon such
    exercise.
(2) Based upon the closing price of the Class A Common Stock of $1.75 on
    December 31, 2000.
(3) None of the unexercised options are in-the-money.

Employment Agreements, Termination of Employment and Change-in-Control
Arrangements

   Fred J. Kleisner. Pursuant to his current employment agreement dated as of
March 27, 2000, Mr. Kleisner agreed to serve as Chief Executive Officer and
President of Wyndham for a term of five years beginning on March 27, 2000. In
October 2000, Mr. Kleisner relinquished his position as President and assumed
the additional title of Chairman of the Board. Beginning on the third
anniversary of the employment agreement and continuing every odd-numbered year
thereafter, the employment agreement will automatically be extended for
successive two-year periods unless otherwise terminated by either party. Mr.
Kleisner's initial annual base salary is $624,000, which may be increased by
the Board of Directors during the term of the agreement. Mr. Kleisner is
eligible to receive incentive compensation to be determined by the Board of
Directors of up to three times his then current base salary.

   Upon termination of employment due to the death or disability of Mr.
Kleisner, Wyndham will pay all accrued and unpaid base salary, incentive
compensation and pro rated incentive compensation for the year in which
termination occurs. In addition, all unvested stock options and stock-based
grants will immediately vest and will be exercisable for the remaining option
term. Additionally, Wyndham will pay health insurance premiums for five years
for Mr. Kleisner's spouse and other dependents upon a termination due to his
death and for two years for Mr. Kleisner, his spouse and other dependents upon
his termination due to his disability.

   If employment is terminated by Mr. Kleisner for "good reason," or if
Wyndham terminates his employment without "cause," Wyndham will pay Mr.
Kleisner all accrued and unpaid base salary, incentive compensation and pro
rated incentive compensation for the year in which termination occurs. In
addition, all unvested stock options and stock-based grants will immediately
vest and will be exercisable for a period of three years or the remaining
option term, whichever is shorter. In addition, Wyndham will pay Mr. Kleisner
a severance payment in accordance with Wyndham's then current severance
policies, but at a minimum, Mr. Kleisner would be entitled to a severance
payment (the "Severance Amount") equal to the greater of (a) $3,000,000 or (b)
three times the sum of his "applicable base salary" (determined in accordance
with the employment agreement) and "average incentive compensation"
(determined in accordance with the employment agreement). Additionally,
Wyndham will pay health insurance premiums for three years for Mr. Kleisner,
his spouse and other dependents. Moreover,

                                      10
<PAGE>

for a period of three years, Wyndham will provide Mr. Kleisner with an office
and related facilities and an assistant at a location of his respective
choosing. For a period of one year, Wyndham will pay the cost of executive
placement services for Mr. Kleisner.

   If a "change in control," as defined in the employment agreement, occurs
and Mr. Kleisner's employment is terminated for any reason other than death or
disability or by Mr. Kleisner without "good reason" within 90 days prior to or
18 months after such change in control, then in lieu of the Severance Amount
Wyndham must pay Mr. Kleisner a lump sum equal to (i) the greater of the
Severance Amount or $3,000,000 plus (ii) any amount considered a "parachute
payment" under Section 280G of the Internal Revenue Code (including gross-up
payments to cover any excise tax due). In addition, upon a change in control,
all stock options and other stock-based grants to Mr. Kleisner will
immediately vest and become exercisable, whereupon at any time during the
option term (but not to exceed five years after the change in control), Mr.
Kleisner or his estate may require Wyndham to purchase all such stock options
for $5,000,000 in cash or allow Mr. Kleisner to exercise all or any part of
such stock options. In addition, Wyndham shall also loan Mr. Kleisner all
funds due by him for income taxes with respect to such stock option treatment.
Amounts payable to Mr. Kleisner in connection with a termination due to a
change in control shall be "grossed-up" to cover any excise tax due.

   In conjunction with the execution of the employment agreement, Wyndham (a)
entered into an indemnification agreement with Mr. Kleisner, (b) granted Mr.
Kleisner a non-qualified option to acquire 200,000 shares of Class A Common
Stock at a price of $2.00 per share, which option vests in four equal annual
installments commencing March 27, 2001 and (c) agreed to loan Mr. Kleisner
certain amounts pursuant to a master note.

   Theodore Teng. Wyndham and Mr. Teng are parties to an employment agreement
dated April 12, 2000, pursuant to which Mr. Teng has agreed to serve as Chief
Operating Officer of Wyndham for a term of three years, which will
automatically be extended for successive one-year periods unless otherwise
terminated. In October 2000, Mr. Teng assumed the additional title of
President. Mr. Teng's initial annual base salary is $500,000, which shall be
redetermined annually by the Board of Directors during the term of the
agreement. Mr. Teng is eligible to receive incentive compensation as
determined by the Board of Directors of up to two times his then current base
salary, which amount was fixed at $500,000 for the year ended December 31,
2000.

   Upon termination of employment due to death or disability of Mr. Teng,
Wyndham will pay all accrued and unpaid base salary, incentive compensation
and pro rated incentive compensation for the year in which termination occurs.
Additionally, Wyndham will pay health insurance premiums for one year for Mr.
Teng, his spouse and other dependents.

   If employment is terminated by Mr. Teng for "good reason" or by Wyndham
without "cause," Wyndham will pay Mr. Teng all accrued and unpaid base salary,
incentive compensation and pro rated incentive compensation for the year in
which termination occurs. In addition, Wyndham will pay Mr. Teng a severance
amount equal to the sum of his average base salary and average incentive
compensation payable for the remaining term of employment or twenty-four
months, whichever is longer, subject to certain setoffs. Additionally, Wyndham
will pay health insurance premiums for one year for Mr. Teng, his spouse and
other dependents.

   If a "change in control," as defined in the employment agreement, occurs
and Mr. Teng's employment is terminated by the Company without "cause" or by
Mr. Teng for "good reason" within 18 months after such change in control, the
Company shall pay the severance amount in equal installments over twenty-four
months and all stock options and other stock-based awards shall immediately
vest and become exercisable for a period of 360 days, during which period Mr.
Teng or his estate may require Wyndham to purchase all such stock options for
an amount equal to $3.85 multiplied by the number of shares subject to the
unexercised portion of the stock options or allow Mr. Teng to exercise all or
any part of such stock options. Also, Wyndham will pay health insurance
premiums for Mr. Teng, his spouse and other dependents for one year. In
addition, Wyndham will provide Mr. Teng with a tax gross-up payment to cover
any excise tax due.

   In conjunction with the execution of the employment agreement, Wyndham (a)
granted Mr. Teng a non-qualified option to acquire 1,000,000 shares of Class A
Common Stock at a price of $2.00 per share, which option

                                      11
<PAGE>

shall vest in four equal annual installments commencing April 12, 2001, (b)
granted Mr. Teng a restricted unit award of 200,000 shares of Class A Common
Stock that vests in three equal annual installments commencing April 12, 2001,
(c) paid a $140,000 signing bonus to Mr. Teng, and (d) loaned Mr. Teng
$1,000,000 evidenced by a promissory note that is recourse to Mr. Teng, bears
interest at the same rate as Wyndham's revolving credit facility and is
payable on the earlier of April 12, 2003 or the date Mr. Teng's employment
with Wyndham is terminated by Wyndham without "cause" or by Mr. Teng for other
than "good reason." Subject to Mr. Teng's continuing employment, Wyndham has
agreed to forgive the principal amount of the note and all accrued but unpaid
interest on such forgiven principal amount in equal monthly installments over
a three-year period.

   Richard Smith. Wyndham and Mr. Smith are parties to an employment agreement
effective April 10, 2000, pursuant to which Mr. Smith has agreed to serve as
an Executive Vice President of Wyndham for a term of three years, which will
automatically be extended for successive one-year periods unless otherwise
terminated. Mr. Smith's initial annual base salary is $325,000, which shall be
redetermined annually by the Board of Directors during the term of the
agreement. Mr. Smith is eligible to receive incentive compensation as
determined by the Board of Directors of up to one and one-half times his then
current base salary, which amount was fixed at $325,000 for the year ended
December 31, 2000.

   Upon termination of employment due to death or disability of Mr. Smith,
Wyndham will pay all accrued and unpaid base salary, incentive compensation
and pro rated incentive compensation for the year in which termination occurs.
Additionally, Wyndham will pay health insurance premiums for one year for Mr.
Smith, his spouse and other dependents.

   If employment is terminated by Mr. Smith for "good reason" or by Wyndham
without "cause," Wyndham will pay Mr. Smith all accrued and unpaid base
salary, incentive compensation and pro rated incentive compensation for the
year in which termination occurs. In addition, Wyndham will pay Mr. Smith a
severance amount equal to the sum of his average base salary and average
incentive compensation payable for the remaining term of employment or twenty-
four months, whichever is longer, subject to certain setoffs. Additionally,
Wyndham will pay health insurance premiums for one year for Mr. Smith, his
spouse and other dependents.

   If a "change in control," as defined in the employment agreement, occurs
and Mr. Smith's employment is terminated by the Company without "cause" or by
Mr. Smith for "good reason" within 18 months after such change in control, the
Company shall pay the severance amount in equal installments over twenty-four
months and all stock options and other stock-based awards shall vest and
become exercisable 180 days following the date of the change of control and
such stock options and other stock awards shall be exercisable for 360 days
following the date of termination. Also, Wyndham will pay health insurance
premiums for Mr. Smith, his spouse and other dependents for one year. In
addition, Wyndham will provide Mr. Smith with a tax gross-up payment to cover
any excise tax due.

   In conjunction with the execution of the employment agreement, Wyndham
granted Mr. Smith a non-qualified option to acquire 500,000 shares of Class A
Common Stock at a price of $2.00 per share, which option shall vest in four
equal annual installments commencing March 27, 2001.

   David Johnson. Wyndham and Mr. Johnson are parties to an employment
agreement effective April 1, 2000, pursuant to which Mr. Johnson has agreed to
serve as an Executive Vice President of Wyndham for a term of three years,
which will automatically be extended for successive one-year periods unless
otherwise terminated. Mr. Johnson's initial annual base salary is $327,000,
which shall be redetermined annually by the Board of Directors during the term
of the agreement. Mr. Johnson is eligible to receive incentive compensation as
determined by the Board of Directors of up to one time his then current base
salary.

   Upon termination of employment due to death or disability of Mr. Johnson,
Wyndham will pay all accrued and unpaid base salary, incentive compensation
and pro rated incentive compensation for the year in which termination occurs.
Additionally, Wyndham will pay health insurance premiums for one year for Mr.
Johnson, his spouse and other dependents.

                                      12
<PAGE>

   If employment is terminated by Mr. Johnson for "good reason" or by Wyndham
without "cause," Wyndham will pay Mr. Johnson all accrued and unpaid base
salary, incentive compensation and pro rated incentive compensation for the
year in which termination occurs. In addition, Wyndham will pay Mr. Johnson a
severance amount equal to the sum of his average base salary and average
incentive compensation payable for the remaining term of employment or twenty-
four months, whichever is longer, subject to certain setoffs. Additionally,
Wyndham will pay health insurance premiums for one year for Mr. Johnson, his
spouse and other dependents.

   If a "change in control," as defined in the employment agreement, occurs
and Mr. Johnson's employment is terminated by the Company without "cause" or
by Mr. Johnson for "good reason" within 18 months after such change in
control, the Company shall pay the severance amount in equal installments over
twenty-four months and all stock options and other stock-based awards shall
immediately vest and become exercisable 180 days following the date of the
change of control and such stock options and other stock awards shall be
exercisable for 360 days following the date of termination. Also, Wyndham will
pay health insurance premiums for Mr. Johnson, his spouse and other dependents
for one year. In addition, Wyndham will provide Mr. Johnson with a tax gross-
up payment to cover any excise tax due.

   In conjunction with the execution of the employment agreement, Wyndham (a)
granted Mr. Johnson a non-qualified option to acquire 100,000 shares of Class
A Common Stock at a price of $2.00 per share, which option shall vest in four
equal annual installments commencing March 27, 2001, and (b) agreed to forgive
the principal of an existing $200,000 promissory note and all accrued but
unpaid interest on such forgiven principal amount in equal monthly
installments over a two year period, subject to Mr. Johnson's continuing
employment.

   Michael Grossman. Wyndham and Mr. Grossman are parties to an amended and
restated employment agreement dated April 19, 1999, pursuant to which Mr.
Grossman has agreed to serve as an Executive Vice President of Wyndham for a
term of three years, which will automatically be extended for successive one-
year periods unless otherwise terminated. Mr. Grossman's annual base salary
commencing July 1, 1999 is $300,000, which shall be redetermined annually by
the Board of Directors during the term of the agreement. Mr. Grossman is
eligible to receive incentive compensation as determined by the Board of
Directors.

   Upon termination of employment due to death or disability of Mr. Grossman,
Wyndham will pay all accrued and unpaid base salary and incentive compensation
for the year in which termination occurs. Additionally, Wyndham will pay
health insurance premiums for one year for Mr. Grossman, his spouse and other
dependents.

   If employment is terminated by Mr. Grossman for "good reason" or by Wyndham
without "cause," Wyndham will pay Mr. Grossman all accrued and unpaid base
salary and incentive compensation for the year in which termination occurs. In
addition, Wyndham will pay Mr. Grossman a severance amount equal to the sum of
his average base salary and average incentive compensation payable for the
remaining term of employment or twenty-four months, whichever is longer,
subject to certain setoffs. Additionally, Wyndham will pay health insurance
premiums for one year for Mr. Grossman, his spouse and other dependents.

   If a "change in control," as defined in the employment agreement, occurs
and Mr. Grossman's employment is terminated by the Company without "cause" or
by Mr. Grossman for "good reason" within 18 months after such change in
control, the Company shall pay the severance amount in equal installments over
twenty-four months and all stock options and other stock-based awards shall
immediately vest and become exercisable for a period of 360 days following the
date of termination. Also, Wyndham will pay health insurance premiums for Mr.
Grossman, his spouse and other dependents for one year. In addition, Wyndham
will provide Mr. Grossman with a tax gross-up payment to cover any excise tax
due.

   In conjunction with the execution of the employment agreement, Wyndham
granted Mr. Grossman a non-qualified option to acquire 400,000 paired shares
(now Class A Common Stock) at a price of $5.00 per share, which option shall
vest in five equal annual installments commencing April 19, 2000.

                                      13
<PAGE>

   For purposes of the employment agreements with the named executive
officers, a "change in control" is generally defined to include the following:

  .  the acquisition by any individual, entity or group (within the meaning
     of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934,
     as amended (the "Exchange Act")) (the "Acquiring Person"), other than
     the Company, or any of its subsidiaries or any Investor or Excluded
     Group (as such term is defined below), of beneficial ownership (within
     the meaning of Rule 13d-3 promulgated under the Exchange Act) of thirty-
     five percent (35%) or more of the combined voting power or economic
     interests of the then outstanding voting securities of the Company
     entitled to vote generally in the election of directors; provided,
     however, that any transfer from any Investor or Excluded Group will not
     result in a change in control if such transfer was part of a series of
     related transactions the effect of which, absent the transfer to such
     Acquiring Person by the Investor or Excluded Group, would not have
     resulted in the acquisition by such Acquiring Person of thirty-five
     percent (35%) or more of the combined voting power or economic interests
     of the then outstanding voting securities; or

  .  during any period of 12 consecutive months after June 30, 1999, the
     individuals who at the beginning of any such 12-month period constituted
     a majority of the Class A Directors and Class C Directors (the
     "Incumbent Non-Investor Majority") cease for any reason to constitute at
     least a majority of such Class A Directors and Class C Directors;
     provided, however, that (i) any individual becoming a director whose
     election, or nomination for election by the Company's stockholders, was
     approved by a vote of the stockholders having the right to designate
     such director and (ii) any director whose election to the Board or whose
     nomination for election by the stockholders of the Company was approved
     by the requisite vote of directors entitled to vote on such election or
     nomination in accordance with the Restated Certificate of Incorporation
     of the Company, shall, in each such case, be considered as though such
     individual were a member of the Incumbent Non-Investor Majority, but
     excluding, as a member of the Incumbent Non-Investor Majority, any such
     individual whose initial assumption of office is in connection with an
     actual or threatened election contest relating to the election of the
     directors of the Company and further excluding any person who is an
     affiliate or associate of an Acquiring Person having or proposing to
     acquire beneficial ownership of twenty-five percent (25%) or more of the
     combined voting power of the then outstanding voting securities of the
     Company entitled to vote generally in the election of directors; or

  .  the approval by the stockholders of the Company of a reorganization,
     merger or consolidation, in each case, with respect to which all or
     substantially all of the individuals and entities who were the
     respective beneficial owners of the voting securities of the Company
     immediately prior to such reorganization, merger or consolidation do
     not, following such reorganization, merger or consolidation,
     beneficially own, directly or indirectly, more than fifty-seven and one-
     half percent (57.5%) of the combined voting power of the then
     outstanding voting securities entitled to vote generally in the election
     of directors of the Company resulting from such reorganization, merger
     or consolidation; or

  .  the sale or other disposition of assets representing fifty percent (50%)
     or more of the assets of the Company in one transaction or series of
     related transactions.

   For purposes of the employment agreements with the named executive
officers, an "Excluded Group" is generally defined as a "group" (as such term
is used in Sections 13(d) and 14(d) of the Exchange Act) that includes one or
more of the Investors; provided, however, that the voting securities of the
Company beneficially owned by such Investors represents a majority of the
voting securities beneficially owned by such group.

Meetings and Committees of the Board of Directors

   The Board of Directors of Wyndham held seven meetings during 2000. No
director attended less than 75% of the aggregate number of meetings held
during 2000 of the Board of Directors and any board committee of which he or
she was a member. Set forth below are descriptions of the standing committees
of the Board of Directors and the names of the current members of such
committees.

                                      14
<PAGE>

   Executive Committee. The executive committee consists of Messrs. Alibhai,
Carreker, Fine, Kleisner, Leventhal, Mack, Rowan and Sperling. In addition,
Mr. Theodore Teng, in his capacity as Chief Operating Officer, and Mr. Richard
Smith, in his capacity as Chief Financial Officer, serve on the committee in
an ex officio capacity. The Executive Committee has the full power and
authority of the Board of Directors in the management of the business and
affairs of the Company between meetings of the Board of Directors, except that
the executive committee cannot effect certain fundamental corporate actions as
provided under Delaware law. In addition, final approval of the full Board of
Directors is required for any of the following: (i) any individual transaction
involving the issuance of debt securities by the Company or its subsidiaries
involving aggregate proceeds to the Company in excess of $75 million or the
issuance of equity securities by the Company or its subsidiaries involving
aggregate proceeds to the Company in excess of $10 million; (ii) any
transaction constituting a "change of control" of the Company within the
meaning of such term under the Securities Purchase Agreement, dated as of
February 18, 1999, by and among the Company and the other parties thereto;
(iii) entry by the Company into a new line of business; (iv) any capital
commitment by the Company where the Company's share of the commitment involved
exceeds $75 million; (v) any transaction that provides a disproportionate
benefit to the holders of the Series B Preferred Stock; (vi) any change to the
scope of the authority or the identity of the members of the executive
committee, the audit committee, the compensation committee or the capital
commitments committee; and (vii) any change to the classification of the
directors. The executive committee held three meetings during 2000.

   Capital Commitments Committee. The capital commitments committee consists
of Messrs. Kleisner, Rowan and Sperling (or in Mr. Sperling's absence, Mr.
Schoen). In addition, Mr. Teng, in his capacity as Chief Operating Officer,
and Mr. Smith, in his capacity as Chief Financial Officer, serve on this
committee in an ex officio capacity. Mr. Carreker also served on this
committee until his resignation on March 27, 2000. The capital commitments
committee facilitates the execution of the Company's business strategy and
oversight of the business and affairs of the Company. The capital commitments
committee has the full power and authority of the executive committee in the
management of the business and affairs of the Company between meetings of the
executive committee, except that the final approval of the executive committee
or the full Board of Directors, as appropriate, is required in connection with
any transaction where the Company's share of the capital commitment exceeds
$20 million per annum. The capital commitments committee held 26 meetings
during 2000.

   Audit Committee. The audit committee consists of Messrs. Boxer, Brownstein,
Clark and Fribourg. The Board of Directors has adopted a charter for the audit
committee. As more fully set forth in the charter, the audit committee makes
recommendations concerning the engagement of independent public accountants,
reviews with the independent public accountants the plans and results of the
audit engagement, approves professional services provided by the independent
public accountants, reviews the independence of the independent public
accountants, considers the range of audit and non-audit fees, reviews the
adequacy of Wyndham's internal accounting controls and reviews related party
transactions. All of the members of the audit committee are "independent" as
defined in Sections 303.01(B)(2)(a) and (3) of the New York Stock Exchange's
listing standards. The audit committee held seven meetings during 2000.

   Compensation Committee. The compensation committee consists of Messrs.
Boxer, Clark, Rowan, Schoen and Weiser. The compensation committee determines
the compensation of Wyndham's executive officers and directors and administers
the Incentive Plan. The compensation committee held seven meetings during
2000.

   Class A Director Nominating Committee. The Restated Certificate of
Incorporation provides that the nominees for the Class A Directors shall be
nominated by a Class A Director Nominating Committee that shall consist of
each of the Class C Directors then in office and the same number of Class A
Directors then in office, who shall be selected by a majority vote of the
Class A Directors then in office. During 2000, the Class A Director Nominating
Committee, which consisted of Ms. Groenteman and Messrs. Carreker, Weiser,
Brownstein, Clark and Fribourg, held two meetings. In April 2001, the Class A
Directors selected Ms. Groenteman and Messrs. Alibhai and Weiser to serve as
the Class A Directors on the Class A Director Nominating Committee. This
committee held two meetings in April 2001 at which the committee selected the
nominees for Class A-II Directors to be elected at the 2001 annual meeting of
stockholders.

                                      15
<PAGE>

   Selection of Class B Directors and Class C Directors. As provided in the
Restated Certificate of Incorporation, the nominees for the Class B Directors
are selected by a majority vote of the Class B Directors then in office and
the nominee for the Class C Director is selected by a majority vote of the
Class C Directors then in office. In April 2001, the Class B Directors and
Class C Directors selected by written consent their respective nominees for
Class B-II Directors and Class C-II Director at the 2001 annual meeting of
stockholders.

Director Compensation

   Currently, any director who is not an employee of Wyndham is paid an annual
retainer fee as follows: Class A Directors receive a retainer fee of $12,500;
Class B Directors receive no retainer fee; and Class C Directors receive a
retainer fee of $12,500. In addition, except for the Class B Directors, each
director is paid $1,000 for attendance at each meeting of the Board of
Directors and $750 for participating in a telephonic board meeting. Except for
the Class B Directors, each director is paid $1,000 ($1,250 for the chairman
of the committee) for attendance, whether in person or telephonic, at each
meeting of a committee of the Board of Directors of which such director is a
member. Both the annual retainer fee and meeting fees are payable in cash or
in deferred unit awards. In addition, Wyndham reimburses directors for their
out-of-pocket expenses incurred in connection with their service on the Board
of Directors. In lieu of cash compensation, the Class B Directors are entitled
to direct up to $100,000 of the Company's charitable contributions per annum.
Directors who are employees of Wyndham do not receive any fees for their
service on the Board of Directors or a committee thereof.

   Each non-employee director of Wyndham serving as a director on September
29, 2000 was granted a non-qualified stock option to purchase 22,500 shares of
Class A Common Stock. In addition, each non-employee director of Wyndham
serving on the Class A Nominating Committee on September 29, 2000 was granted
an option to purchase 7,500 shares of Class A Common Stock; each non-employee
director of Wyndham serving on the Compensation Committee on September 29,
2000 was granted an option to purchase 22,500 shares of Class A Common Stock;
and each non-employee director of Wyndham serving on the Audit Committee on
September 29, 2000 was granted an option to purchase 37,500 shares of Class A
Common Stock. Each option has a term of ten years and vests quarterly in equal
installments over a three year period following the date of the 2000 annual
meeting of stockholders, subject to the director's continued service on the
Board of Directors or applicable committee, as the case may be, to the date of
vesting.

   In the future, each newly elected non-employee director will be granted a
non-qualified stock option to purchase 22,500 shares of Class A Common Stock
upon his or her initial election to the Board of Directors. In addition, each
newly appointed non-employee member of the Class A Nominating Committee will
be granted an option to purchase 7,500 shares of Class A Common Stock upon his
or her initial appointment to such committee; each newly appointed non-
employee member of the Compensation Committee will be granted an option to
purchase 22,500 shares of Class A Common Stock upon his or her initial
appointment to such committee; and each newly appointed non-employee member of
the Audit Committee will be granted an option to purchase 37,500 shares of
Class A Common Stock upon his or her initial appointment to such committee.
Each option will have a term of ten years and will vest quarterly in equal
installments over a three year period, subject to the director's continued
service on the Board of Directors or applicable committee, as the case may be,
to the date of vesting.

Compensation Committee Interlocks and Insider Participation

   Mr. Carreker, who served as Chairman of the Board and Chief Executive
Officer of the Company until he resigned from each such position during 2000,
served on the compensation committee of Trammel Crow Interests Company during
2000. Ms. Groenteman is a director and executive officer of Trammel Crow
Interests Company.

                                      16
<PAGE>

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

   Except as otherwise noted, the following table sets forth certain
information as of March 1, 2001 as to the security ownership of those persons
owning of record or known to Wyndham to be the beneficial owner of more than
five percent of the Class A Common Stock or the Series B Preferred Stock, each
of the directors of Wyndham, the executive officers of Wyndham, and all
directors and executive officers of Wyndham as a group. All share ownership
amounts have been adjusted to give effect to a dividend on the Series B
Preferred Stock that was paid on March 31, 2001 in additional shares of Series
B Preferred Stock. So far as is known to the Company, the persons named below
have sole voting and investment power with respect to the number of shares set
forth opposite their names unless otherwise indicated. In accordance with
applicable SEC rules, shares issuable within 60 days upon exercise of options,
conversion of convertible securities or vesting of restricted stock awards are
deemed to be outstanding for the purpose of computing the percentage ownership
of persons beneficially owning such securities, but have not been deemed to be
outstanding for the purpose of computing the percentage ownership of any other
person. Each share of Series B Preferred Stock is convertible into 11.6414
shares of Class A Common Stock.

<TABLE>
<CAPTION>
                                                      Series B Preferred
                           Class A Common Stock              Stock
                           ------------------------ ---------------------------
                            Number of      Percent    Number of        Percent
     Beneficial Owner        Shares        of Class     Shares         of Class
     ----------------      -----------     -------- --------------     --------
<S>                        <C>             <C>      <C>                <C>
Karim Alibhai.............   3,880,355(1)     2.3%
Leon D. Black.............       7,500(2)       *
Leonard Boxer.............     162,784(3)       *
Norman Brownstein.........     372,500(4)       *
James D. Carreker.........   3,451,500(5)     2.0%
Stephen T. Clark..........      90,372(6)       *
Milton Fine...............   3,124,939(7)     1.9%
Paul Fribourg.............      22,500(8)       *
Susan T. Groenteman.......      43,888(9)       *
Michael Grossman..........     259,411(10)      *
David Johnson.............     332,867(11)      *
Fred J. Kleisner..........     542,978(12)      *
Thomas H. Lee.............       7,500(13)      *              -- (14)      0
Alan M. Leventhal.........       7,500(15)      *              -- (16)      0
William L. Mack...........     358,284(17)      *
Lee S. Neibart............      12,172(18)      *
Marc J. Rowan.............      15,000(19)      *
Rolf E. Ruhfus............   2,878,771(20)    1.7%
Scott A. Schoen...........      15,000(21)      *              -- (22)      0
Richard Smith.............     160,000(23)      *
Scott M. Sperling.........       7,500(24)      *              -- (25)      0
Theodore Teng.............     516,667(26)      *
Sherwood M. Weiser........     719,333(27)      *
All directors and
 executive officers as a
 group....................  16,989,321       10.1%
Harlan R. Crow and Crow
 Entities.................  10,669,467(28)    6.4%
Southeastern Asset
 Management, Inc. and
 Longleaf Partners Small-
 Cap Fund.................  15,450,400(29)    9.2%              --         --
Investors................. 130,654,378       43.8%  11,223,253.062(30)  100.0%
 Apollo Investors.........  60,427,791       26.5%   5,190,766.700(31)   46.3%
 Beacon Investors.........  19,598,197       10.5%   1,683,491.448(32)   15.0%
 THL Investors............  39,326,835       19.0%   3,378,187.749(33)   30.1%
 Chase Equity Associates,
  L.P.....................   3,266,360        1.9%     280,581.356(34)    2.5%
 CMS Investors............     953,759          *       81,928.227(35)      *
 CKE Investors............     130,647          *       11,222.589(36)      *
 PW Hotel I, LLC and
  PaineWebber Capital,
  Inc.....................   3,266,360        1.9%     280,581.356(37)    2.5%
 Guayacan Investors.......     130,647          *       11,222.589(38)      *
 Strategic Real Estate
  Investors...............   3,266,360        1.9%     280,581.356(39)    2.5%
 The Bonnybrook Trust, The
  Franklin Trust and The
  Dartmouth Trust.........     287,423          *       24,689.692(40)      *
</TABLE>

                                      17
<PAGE>

--------
*  Less than 1%.
(1) Includes options to purchase 107,500 shares of Class A Common Stock
    granted to Mr. Alibhai which are currently exercisable or will be
    exercisable within 60 days of April 30, 2001. The number of shares
    beneficially held by Mr. Alibhai includes an aggregate 21,357 shares
    beneficially owned by Gencom Executive Plan, Inc. Mr. Alibhai disclaims
    beneficial ownership of these shares, except to the extent of his
    ownership interest in such corporation.
(2) Includes options to purchase 7,500 shares of Class A Common Stock granted
    to Mr. Black which are currently exercisable or will be exercisable within
    60 days of April 30, 2001. This amount does not include shares held by
    family trusts over which Mr. Black does not serve as trustee or by other
    family members (collectively, the "Family Trusts") or the Apollo
    Investors, as described in note 31 below. Mr. Black disclaims beneficial
    ownership of all securities held by the Family Trusts and the Apollo
    Investors.
(3) Includes options to purchase 70,433 shares of Class A Common Stock granted
    to Mr. Boxer which are currently exercisable or will be exercisable within
    60 days of April 30, 2001 and 24,000 deferred unit awards of Class A
    Common Stock.
(4) Includes options to purchase 22,500 shares of Class A Common Stock granted
    to Mr. Brownstein which are currently exercisable or will be exercisable
    within 60 days of April 30, 2001.
(5) Includes options to purchase 1,378,048 shares of Class A Common Stock
    granted to Mr. Carreker which are currently exercisable and 192,222
    restricted unit awards which are fully vested. The number of shares
    beneficially held by Mr. Carreker includes 89,605 shares beneficially
    owned by the Carreker Descendants Trust, of which Mr. Carreker is trustee,
    for the benefit of certain family members and 154,773 shares beneficially
    owned by Wyndham Hotel Management Corporation, of which Mr. Carreker is
    President and a shareholder.
(6) Includes options to purchase 30,000 shares of Class A Common Stock granted
    to Mr. Clark which are currently exercisable or will be exercisable within
    60 days of April 30, 2001.
(7) Includes 1,164,604 shares beneficially owned by the Milton Fine 1997
    Charitable Remainder Unitrust; 1,159,619 shares beneficially owned by the
    Milton Fine 1998 Charitable Remainder Unitrust; 740,597 shares
    beneficially owned by the Milton Fine Grantor Annuity Trust; and 46,507
    shares beneficially owned by IHC#1018 and IHC Associates Corp., two
    corporations that are 100% owned by Mr. Fine. This amount also includes
    options to purchase 7,500 shares of Class A Common Stock granted to Mr.
    Fine which are currently exercisable or will be exercisable within 60 days
    of April 30, 2001.
(8) Includes options to purchase 22,500 shares of Class A Common Stock granted
    to Mr. Fribourg which are currently exercisable or will be exercisable
    within 60 days of April 30, 2001.
(9) Includes options to purchase 20,733 shares of Class A Common Stock granted
    to Ms. Groenteman which are currently exercisable or will be exercisable
    within 60 days of April 30, 2001 and 5,736 deferred unit awards of Class A
    Common Stock. Does not include shares held by the Crow entities, as
    described in note 28 below. Ms. Groenteman disclaims beneficial ownership
    of all such shares.
(10) Includes options to purchase 254,632 shares of Class A Common Stock
     granted to Mr. Grossman which are currently exercisable or will be
     exercisable within 60 days of April 30, 2001.
(11) Includes options to purchase 257,227 shares of Class A Common Stock
     granted to Mr. Johnson which are currently exercisable or will be
     exercisable within 60 days of April 30, 2001.
(12) Includes options to purchase 445,312 shares of Class A Common Stock
     granted to Mr. Kleisner which are currently exercisable or will be
     exercisable within 60 days of April 30, 2001.
(13) Includes options to purchase 7,500 shares of Class A Common Stock granted
     to Mr. Lee which are currently exercisable or will be exercisable within
     60 days of April 30, 2001.
(14) Does not include shares held by family trusts and shares held by THL
     Equity Fund, THL Foreign Fund, THL Foreign Fund B, THL Charitable and
     AIFTHL PAH LLC, as described in note 33 below. Mr. Lee disclaims
     beneficial ownership of all such securities.

                                      18
<PAGE>

(15) Includes options to purchase 7,500 shares of Class A Common Stock granted
     to Mr. Leventhal which are currently exercisable or will be exercisable
     within 60 days of April 30, 2001.
(16) Does not include shares held by the Beacon Investors, as described in
     note 32 below. Mr. Leventhal disclaims beneficial ownership of all
     securities held by such entities.
(17) Includes options to purchase 7,500 shares of Class A Common Stock granted
     to Mr. Mack which are currently exercisable or will be exercisable within
     60 days of April 30, 2001. This amount does not include shares held by
     family trusts over which Mr. Mack does not serve as trustee or by other
     family members (collectively, the "Family Trusts") or shares held by the
     Apollo Investors, as described in note 31 below. Mr. Mack disclaims
     beneficial ownership of all securities held by the Family Trusts and the
     Apollo Investors.
(18) Includes options to purchase 7,500 shares of Class A Common Stock granted
     to Mr. Neibart which are currently exercisable or will be exercisable
     within 60 days of April 30, 2001. This amount does not include shares
     held by the Apollo Investors, as described in note 31 below. Mr. Neibart
     disclaims beneficial ownership of all securities held by the Apollo
     Investors.
(19) Includes options to purchase 15,000 shares of Class A Common Stock
     granted to Mr. Rowan which are currently exercisable or will be
     exercisable within 60 days of April 30, 2001.
(20) Includes 74,953 shares held by Hotel Growth Partners, L.P. and options to
     purchase 7,500 shares of Class A Common Stock granted to Mr. Ruhfus which
     are currently exercisable or will be exercisable within 60 days of
     April 30, 2001.
(21) Includes options to purchase 15,000 shares of Class A Common Stock
     granted to Mr. Schoen which are currently exercisable or will be
     exercisable within 60 days of April 30, 2001.
(22) Does not include shares held by THL Equity Fund, THL Foreign Fund and THL
     Foreign Fund B, as described in note 33 below.
(23) Includes options to purchase 150,000 shares of Class A Common Stock
     granted to Mr. Smith which are currently exercisable or will be
     exercisable within 60 days of April 30, 2001.
(24) Includes options to purchase 7,500 shares of Class A Common Stock granted
     to Mr. Sperling which are currently exercisable or will be exercisable
     within 60 days of April 30, 2001.
(25) Does not include shares held by THL Equity Fund, THL Foreign Fund and THL
     Foreign Fund B, as described in note 33 below.
(26) Includes options to purchase 250,000 shares of Class A Common Stock
     granted to Mr. Teng which are currently exercisable or will be
     exercisable within 60 days of April 30, 2001. This amount also includes
     66,667 restricted unit awards of Class A Common Stock that will vest
     within 60 days of April 30, 2001.
(27) Includes options to purchase 38,966 shares of Class A Common Stock
     granted to Mr. Weiser which are currently exercisable or will be
     exercisable within 60 days of April 30, 2001. The number of shares
     beneficially held by Mr. Weiser includes 254 shares and 3,460 partnership
     units in Patriot American Hospitality Partnership, L.P. and Wyndham
     International Operating Partnership, L.P. held by SMW WLT, LLC and 6,443
     partnership units in Patriot American Hospitality Partnership, L.P. and
     Wyndham International Operating Partnership, L.P. held by SMW GB, LLC and
     17,161 partnership units in Patriot American Hospitality Partnership,
     L.P. and Wyndham International Operating Partnership, L.P. held by SMW
     SG, LLC.
(28) Consists of the following entities and person (with the number of shares
     of Class A Common Stock directly beneficially owned by such entity being
     indicated): G-1 Securities, L.P., 370,413 shares; G-2 Securities, L.P.,
     2,022,892 shares; G-3 Securities, L.P., 6,246,997 shares; CFH Capital
     Resources, L.P., 1,717,328 shares; Mill Spring Holdings, Inc., 73,397
     shares; Houston Greenspoint Associates, L.P., 599 shares; Trammell Crow
     1994 Revocable Trust, 156,038 shares; Wyndham Hotel Management
     Corporation, 78,934 shares; and Harlan R. Crow, 2,869 shares. CFHS,
     L.L.C. is the general partner of G-1 Securities, L.P., G-2 Securities,
     L.P., G-3 Securities, L.P. and CFH Capital Resources, L.P. Crow Family,
     Inc. serves as the manager of CFHS, L.L.C. Mr. Harlan R. Crow is a
     director, chief executive officer and a principal stockholder of Crow
     Family, Inc. and Mill Spring Holdings, Inc. Mr. Crow is a trustee of the

                                      19
<PAGE>

   Trammell Crow 1994 Revocable Trust. By virtue of the relationships among
   the parties, CFHS, L.L.C., Crow Family, Inc. and Mr. Crow may be deemed to
   share voting and dispositive power with respect to the shares directly
   owned by the foregoing partnerships and Mr. Crow may be deemed to share
   voting and dispositive power with respect to the shares directly owned by
   Mill Spring Holdings, Inc. and the Trammell Crow 1994 Revocable Trust. Mr.
   Crow is the president and a director of Wyndham Hotel Management
   Corporation. The general partner of Houston Greenspoint Hotel Associates,
   L.P. is Greenspoint Associates, Ltd., whose general partner is The New
   Greenspoint Hotel Corporation of which Mr. Crow is a director, president
   and trustee of a trust that beneficially owns 100% of the corporation. The
   address of each of the foregoing entities and Mr. Crow is 2100 McKinney
   Avenue, Dallas, Texas. The foregoing information is based on the Amendment
   No. 1 to Schedule 13D filed by certain of the foregoing entities on March
   25, 1998, as amended by additional information provided by the foregoing
   entities as of April 23, 2001. Ms. Groenteman is an officer and director of
   Crow Family, Inc., Mill Spring Holdings, Inc. and The New Greenspoint Hotel
   Corporation and also serves as an officer, director or trustee of various
   entities that have equity interests in the entities reported above that
   directly own shares of Class A Common Stock. Ms. Groenteman disclaims
   beneficial ownership of all such shares.
(29) Based on Schedule 13G filed on February 11, 2000 by Southeastern Asset
     Management, Inc. ("Southeastern"), Longleaf Partners Small-Cap Fund
     ("Longleaf") and O. Mason Hawkins, each of whose address is 6410 Poplar
     Ave., Suite 900, Memphis, Tennessee 38119, as amended by Amendment No. 1
     thereto filed February 9, 2001. According to the Schedule 13G, as
     amended, Southeastern is a registered investment advisor and all such
     shares are owned legally by its investment advisory clients and none are
     owned directly or indirectly by Southeastern. Longleaf is an open-end
     management investment company managed by Southeastern. According to the
     Schedule 13G, Southeastern and Longleaf share voting and dispositive
     power with respect to such shares. Mr. Hawkins is the Chairman of the
     Board and CEO of Southeastern.
(30) On June 30, 1999, Wyndham issued shares of Series B Preferred Stock to a
     group of investors (the "Investors"). All of the Investors are parties to
     a Stockholders' Agreement dated as of June 29, 1999, pursuant to which
     each of (i) Apollo Management IV, L.P. and Apollo Real Estate IV, L.P.,
     and (ii) THL Equity Advisors IV, LLC (collectively, the "Lead
     Stockholders") have the right, for so long as the Investors are entitled
     to designate eight Class B directors, to designate four directors to the
     Board. At such time as the Investors are entitled to designate fewer than
     eight Class B directors, the right to designate will be allocated between
     the Lead Stockholders based on a formula. For so long as the
     Stockholders' Agreement is in effect, each Investor has agreed to vote
     its shares of Class A Common Stock and Series B Preferred Stock in favor
     of the director nominees of the Lead Stockholders. Pursuant to the
     Stockholders' Agreement, the Investors have also agreed to certain
     restrictions on the transfer of their shares of Series B Preferred Stock.
     By virtue of the Stockholders' Agreement and the relationships among the
     Investors, the Investors may be deemed to constitute a "group" within the
     meaning of Rule 13d-5(b) under the Exchange Act. As a member of a group,
     each Reporting Person may be deemed to share voting and dispositive power
     with respect to, and therefore beneficially own, the shares beneficially
     owned by the members of the group as a whole. Each person or entity who
     has filed a Schedule 13D with respect to the shares expressly disclaims
     beneficial ownership of shares held by any other Investors and of shares
     held individually by certain directors or executive officers of certain
     Investors.
(31) Consists of the following entities (with the number of shares of Series B
     Preferred Stock directly beneficially owned by such entity being
     indicated): Apollo Investment Fund IV, L.P. ("Apollo Investment IV"),
     2,861,936.469 shares; Apollo Overseas Partners IV, L.P. ("Apollo
     Overseas"); Apollo Advisors IV, L.P. ("Apollo Advisors IV"); Apollo
     Management IV, L.P. ("Apollo Management IV"); Apollo Real Estate
     Investment Fund IV, L.P. ("Apollo Real Estate IV"), 1,430,967.681 shares;
     and Apollo Real Estate Advisors IV, L.P. ("Apollo Real Estate Advisors
     IV"); AIF/THL PAH LLC ("AIFTHL"), 897,862.550 shares. Apollo Advisors IV
     is the general partner of Apollo Investment IV and Apollo Overseas.
     Apollo Management IV is the day-to-day manager of Apollo Investment and
     Apollo Overseas. Apollo Real Estate Advisors IV is the general partner of
     Apollo Real Estate IV and an affiliate of Apollo Management IV. Apollo
     Management IV and THL Equity Advisors IV, LLC ("THL Advisors") serve as
     the managers of AIFTHL. They share

                                      20
<PAGE>

   voting and dispositive power with respect to 31.25% of the securities held
   by AIFTHL and Apollo Management IV has the sole right to direct the voting
   and disposition of the remaining securities held by AIFTHL. By virtue of
   the relationships among the Apollo Investors, each of the Apollo Investors
   may be deemed to share voting and dispositive power with respect to the
   shares directly beneficially owned by the Apollo Investors. The address of
   each of the foregoing Apollo Investors is c/o Apollo Advisors IV, L.P., Two
   Manhattanville Road, Purchase, New York 10577. Messrs. Black, Mack and
   Neibart are founding principals of Apollo Real Estate Advisors IV, and Mr.
   Black is also a founding principal of Apollo Advisors IV. Each of Messrs.
   Black, Mack and Neibart expressly disclaims beneficial ownership of the
   shares held by the Apollo Investors. The foregoing information is based on
   the Schedule 13D filed by the Apollo Investors on July 13, 1999 (with share
   amounts adjusted to reflect subsequent stock dividends).
(32) Consists of the following entities (with the number of shares of Series B
     Preferred Stock directly beneficially owned by such entity being
     indicated): Beacon Capital Partners, L.P. ("Beacon LP"), 498,523.965
     shares; BCP Voting Inc. ("BCP Voting"), as voting trustee for the Beacon
     Capital Partners Voting Trust, 1,184,967.483 shares; Beacon Capital
     Partners, Inc. ("Beacon"); Beacon Lodging, Inc. ("Beacon Lodging").
     Beacon is the general partner of Beacon LP. BCP Voting is a wholly-owned
     subsidiary of Beacon. Beacon may be deemed the beneficial owner of the
     shares held by Beacon LP, BCP Voting and Beacon Lodging. Each of Beacon
     LP, BCP Voting and Beacon Lodging has shared voting and shared
     dispositive power with respect to the shares directly owned by it, and
     Beacon has shared voting and shared dispositive power with respect to the
     shares beneficially owned by it. Mr. Leventhal is Chairman of the Board
     and Chief Executive Officer of Beacon and Messrs. Sperling and Clark are
     directors of Beacon and BCP Voting. The address of Beacon LP, BCP Voting,
     Beacon and Beacon Lodging is c/o Beacon Capital Partners Inc., 1 Federal
     Street, 26th Floor, Boston, Massachusetts 02110. The foregoing
     information is based on the Schedule 13D filed by the Beacon Investors on
     July 13, 1999, as amended by Amendment No. 1 thereto filed on December
     17, 1999 (with share amounts adjusted to reflect subsequent stock
     dividends).
(33) Consists of the following entities and persons (with the number of shares
     of Series B Preferred Stock directly beneficially owned by such entity or
     person being indicated): Thomas H. Lee Equity Fund IV, L.P. ("THL Equity
     Fund"), 2,861,237.955 shares; Thomas H. Lee Foreign Fund IV, L.P. ("THL
     Foreign Fund"), 98,907.777 shares; Thomas H. Lee Foreign Fund IV-B, L.P.
     ("THL Foreign Fund B"), 277,892.126 shares; THL Equity Advisors IV, LLC
     ("THL Advisors"); Thomas H. Lee Charitable Investment Limited Partnership
     ("THL Charitable"), 18,603.898 shares; Thomas H. Lee; and the following
     parties (the "Affiliate Purchasers") who are employed by or affiliated
     with employees of Thomas H. Lee Company: State Street Bank & Trust
     Company as Trustee of the 1997 Thomas H. Lee Nominee Trust, 43,438.157
     shares; David V. Harkins, 10,007.637 shares; The 1995 Harkins Gift Trust,
     1,121.149 shares; Scott A. Schoen, 8,345.766 shares; C. Hunter Boll,
     8,345.766 shares; Sperling Family Limited Partnership, 8,345.766 shares;
     Anthony J. DiNovi, 8,345.766 shares; Thomas M. Hagerty, 8,345.766 shares;
     Warren C. Smith, Jr., 7,893.331 shares; Smith Family Limited Partnership,
     452.432 shares; Seth W. Lawry, 3,477.125 shares; Kent R. Weldon,
     2,322.864 shares; Terrence M. Mullen, 1,850.566 shares; Todd M. Abbrecht,
     1,850.566 shares; Charles A. Brizius, 1,391.511 shares; Scott Jaeckel,
     524.160 shares; Soren Oberg, 524.160 shares; Thomas R. Shepherd, 977.695
     shares; Joseph J. Incandela, 488.846 shares; Wendy L. Masler, 224.008
     shares; Andrew D. Flaster, 224.008 shares; Robert Schiff Lee 1988
     Irrevocable Trust, 840.863 shares; Stephen Zachary Lee, 840.863 shares;
     Charles W. Robins as Custodian for Jesse Lee, 560.574 shares; Charles W.
     Robins, 224.008 shares; James Westra, 224.008 shares; Adam A. Abramson,
     140.143 shares; Joanne M. Ramos, 78.346 shares; and Wm. Matthew Kelley,
     140.143 shares. The address of each of THL Equity Fund, THL Foreign Fund,
     THL Foreign Fund B, THL Advisors, THL Charitable and Thomas H. Lee is c/o
     Thomas H. Lee Company, 75 State Street, Suite 2600, Boston, Massachusetts
     02109. Information with respect to AIFTHL is set forth in note 31 above.
     THL Advisors is the general partner of THL Equity Fund, THL Foreign Fund
     and THL Foreign Fund B. Thomas H. Lee is the general partner of THL
     Charitable and the Managing Member of THL Advisors. Each of THL Equity
     Fund, THL Foreign Fund, THL Foreign Fund B, THL Charitable and the
     Affiliate Purchasers has shared voting and shared dispositive power with
     respect to the shares held directly by such entity or person. In
     addition, Mr. David V. Harkins may be deemed to share voting and
     dispositive power over the shares held by the Harkins Gift

                                      21
<PAGE>

   Trust. The filing of the Schedule 13D is not an admission that Mr. Harkins
   is the beneficial owner of such shares. Mr. Warren C. Smith, Jr. may be
   deemed to share voting and dispositive power over the shares held by the
   Smith Family Limited Partnership. The filing of the Schedule 13D is not an
   admission that Mr. Smith is the beneficial owner of such shares. AIFTHL has
   shared voting and shared dispositive power with respect to the shares it
   directly owns. THL Advisors may be deemed to share voting and dispositive
   power with respect to the shares owned directly by Equity Fund, Foreign
   Fund and Foreign Fund B, and to share voting and dispositive power with
   respect to 897,862.550 of the shares directly owned by AIFTHL. The filing
   of the Schedule 13D is not an admission that THL Advisors is the beneficial
   owner of any such shares. Mr. Thomas H. Lee may be deemed to share voting
   and dispositive power with respect to the shares beneficially owned by THL
   Advisors and Charitable Investment. The filing of the Schedule 13D is not
   an admission that Mr. Lee is the beneficial owner of any such shares. Each
   of the foregoing entities and persons expressly disclaims beneficial
   ownership of shares held by any other Investors or of shares held
   individually by certain directors or executive officers of certain of the
   Investors. The foregoing information is based on the Schedule 13D filed by
   the THL Investors on July 12, 1999 (with share amounts adjusted to reflect
   subsequent stock dividends).
(34) Based on Schedule 13D filed by Chase Equity Associates, L.P. on July 13,
     1999, as amended by Amendment No. 1 thereto filed on February 14, 2000
     (with share amount adjusted to reflect subsequent stock dividends). The
     address of Chase Equity Associates, L.P. is c/o Chase Capital Partners,
     380 Madison Avenue, 12th Floor, New York, New York 10017.
(35) Consists of the following entities (with the number of shares of Series B
     Preferred Stock directly beneficially owned by such entity indicated):
     CMS Co-Investment Subpartnership, 79,235.692 shares; CMS Diversified
     Partners, L.P. ("CMS Diversified"), 2,692.535 shares; CMS Co-Investment
     Partners, L.P. ("CMS Co-Investment"); CMS Co-Investment Partners I-Q,
     L.P. ("CMS Co-Investment I-Q"); CMS Co-Investment Associates, L.P. ("CMS
     Associates"); CMS 1997 Investment Partners, L.P. ("CMS 1997"); CMS/DP
     Associates, L.P. ("CMS/DP"); MSPS Co-Investment, Inc. ("MSPS Co-
     Investment"); CMS 1997, Inc.; MSPS/DP, Inc. ("MSPS/DP"); and CMS 1995,
     Inc. CMS Co-Investment Subpartnership is a general partnership whose
     partners are CMS Co-Investment Partners and CMS Co-Investment Partners I-
     Q. CMS Associates and CMS 1997 serve as the general partners of CMS Co-
     Investment Partners and CMS Co-Investment Partners I-Q. The sole general
     partner of CMS Associates is MSPS Co-Investment and the sole general
     partner of CMS 1997 is CMS 1997, Inc. The address of each of the
     foregoing entities is c/o CMS Affiliated Partnerships, Two Bala Plaza,
     333 City Line Avenue, Suite 300, Bala Cynwyd, Pennsylvania 19004. CMS Co-
     Investment Subpartnership has sole voting and dispositive power with
     respect to the shares that it directly owns, but CMS Co-Investment
     Subpartnership, CMS Co-Investment, CMS Co-Investment I-Q, CMS Associates
     and CMS 1997 may be deemed to share voting and dispositive power with
     respect to such shares and the shares owned directly by CMS Diversified.
     CMS Diversified has sole voting and dispositive power with respect to the
     shares that it directly owns, but CMS Diversified, CMS/DP and CMS 1997
     may be deemed to share voting and dispositive power with respect to such
     shares and the shares owned directly by CMS Co-Investment Subpartnership.
     The foregoing information is based on the Schedule 13D filed by the CMS
     Investors on July 12, 1999 (with share amounts adjusted to reflect
     subsequent stock dividends).
(36) Consists of the following entities and persons (with the number of shares
     of Series B Preferred Stock directly beneficially owned by such entity or
     person indicated): CKE Associates LLC ("CKE"), 11,222.589 shares; The
     Ovitz Family Limited Partnership ("OFLP"); The Michael and Judy Ovitz
     Revocable Trust (the "Ovitz Trust"); and Michael S. Ovitz. OFLP is the
     managing member of CKE and the Ovitz Trust is the general partner of
     OFLP. Mr. Ovitz and his wife, Judy L. Ovitz, serve as the trustees of the
     Ovitz Trust. CKE has shared voting and dispositive power with respect to
     the shares directly owned by it and each of OFLP, the Ovitz Trust and Mr.
     Ovitz may be deemed to share voting and dispositive power with respect to
     such shares. The address of each of the foregoing is c/o Dreyer, Edmonds
     & Associates, 335 South Grand Avenue, Suite 4150, Los Angeles, California
     90071. The foregoing is based on the Schedule 13D filed by the CKE
     Investors on July 13, 1999 (with share amounts adjusted to reflect
     subsequent stock dividends).
(37) Based on the Schedule 13D filed on July 12, 1999 by PW Hotel I, LLC ("PW
     Hotel") and PaineWebber Capital, Inc. ("PW") (with share amounts adjusted
     to reflect subsequent stock dividends), each of whose

                                      22
<PAGE>

   address is 1285 Avenue of the Americas, New York, New York 10019. PW Hotel
   has direct beneficial ownership of 280,581.356 shares of Series B Preferred
   Stock. PW is the managing member of PW Hotel. PW and PW Hotel share voting
   and dispositive power with respect to such shares.
(38) Consists of the following entities and persons (with the number of shares
     of Series B Preferred Stock directly owned by such entity or person being
     indicated): Guayacan Private Equity Fund Limited Partnership ("GPEF"),
     11,222.589 shares; Advent-Morro Equity Partners, Inc. ("AMEP"); Venture
     Management, Inc. ("VMI") and Cyril L. Meduna. The general partner of GPEF
     is AMEP, which is controlled by VMI, which in turn is wholly-owned by Mr.
     Meduna. By virtue of the relationship among these parties, each may be
     deemed to share beneficial ownership of the shares owned by GPEF. The
     address of each of the foregoing entities and persons is c/o Advent-Morro
     Partners, Banco Popular Building, Suite 903, 206 Calle Tetuan, San Juan,
     PR 00902. The foregoing information is based on the Schedule 13D filed by
     the Guayacan Investors on July 13, 1999 (with share amounts adjusted to
     reflect subsequent stock dividends).
(39) Consists of the following entities (with the number of shares of Series B
     Preferred Stock directly beneficially owned by such entity being
     indicated): Strategic Real Estate Investments I, L.L.C. ("Strategic"),
     280,581.356 shares; Lend Lease Real Estate Investments, Inc. ("Lend
     Lease"); and Rosen Consulting Group, Inc. ("Rosen"). The address of
     Strategic and Rosen is 1995 University Avenue, Suite 550, Berkeley,
     California 94704, and the address of Lend Lease is 3424 Peachtree Road,
     Suite 800, Atlanta, Georgia 30326. Strategic has shared voting and
     dispositive power with respect to the shares directly owned by it. Each
     of the foregoing entities expressly disclaims beneficial ownership of any
     shares not held directly by such Investor. The foregoing share amount
     does not include 1,096,799 shares of Class A Common Stock that are
     managed by Lend Lease Rosen Real Estate Securities, Inc. for its clients.
     Mr. Kenneth T. Rosen, a Manager of Strategic, is also Chief Executive
     Officer of Lend Lease Rosen Real Estate Securities, Inc. The foregoing
     information is based on the Schedule 13D filed by the Strategic Real
     Estate Investors on July 12, 1999 (with share amounts adjusted to reflect
     subsequent stock dividends).
(40) Based on the Schedule 13D filed on July 14, 1999 by The Bonnybrook Trust
     ("Bonnybrook"), The Franklin Trust ("Franklin") and The Dartmouth Trust
     ("Dartmouth") (with share amounts adjusted to reflect subsequent stock
     dividends). Bonnybrook is the direct beneficial owner of 7,855.811 shares
     of Series B Preferred Stock; Franklin is the direct beneficial owner of
     5,611.292 shares of Series B Preferred Stock; and Dartmouth is the direct
     beneficial owner of 11,222.589 shares of Series B Preferred Stock. The
     address of each of Bonnybrook, Dartmouth and Franklin is c/o The Beacon
     Companies, 2 Oliver Street, Boston, Massachusetts 02110. Alan M.
     Leventhal, a director of Wyndham, is a trustee of each of Bonnybrook,
     Franklin and Dartmouth.

   Effective June 30, 1999, Wyndham consummated a restructuring that included
the purchase of Series B Preferred Stock by a group of investors (the
"Investors"). As of the Record Date, there were 11,027,189.658 shares of
Series B Preferred Stock outstanding. The Investors are entitled to vote the
Series B Preferred Stock on all matters voted on by the holders of Wyndham's
capital stock, except that special rules apply in the case of the election of
directors as described elsewhere in this proxy statement. Each share of Series
B Preferred Stock held by the Investors entitles the holder to cast the same
number of votes as the holder would have been able to cast if its shares were
converted into Wyndham Class B Common Stock. On this "as converted" basis, the
Investors held as of the Record Date approximately 43% of the voting power of
Wyndham's capital stock. Because a portion of the dividends paid to the
Investors on their Series B Preferred Stock is paid in additional shares of
Series B Preferred Stock, assuming Wyndham issues no other voting shares, the
"as converted" voting power of the Investors would rise to approximately 52%
by June 30, 2005.


                                      23
<PAGE>

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Separation Agreements

   James Carreker. Mr. Carreker resigned his position as Chairman of the Board
on October 13, 2000. For purposes of his separation agreement, Mr. Carreker's
employment with the Company terminated effective December 31, 2000. Pursuant
to the separation agreement, Wyndham paid Mr. Carreker a bonus of $936,000 for
2000 and $48,000 for accrued but unused vacation time. Wyndham also agreed,
among other things, to (a) pay Mr. Carreker a severance payment of $4,365,000
over a thirty-six month period commencing January 31, 2001, subject to certain
setoffs, (b) pay health insurance premiums for a period of three years from
the resignation date, (c) provide Mr. Carreker with an office and related
facilities and an assistant for a period of three years from the resignation
date, and (d) provide certain out-placement services for a period of one year
from the resignation date. All stock options and other stock-based grants to
Mr. Carreker immediately vested and became exercisable on the termination date
for a period of one year or the remaining option term (not to exceed four
years after the termination date), whichever is later.

   Stanley M. Koonce, Jr. Mr. Koonce resigned his position as Executive Vice
President effective April 28, 2000. Pursuant to the terms of his separation
agreement, Wyndham paid Mr. Koonce a pro rated bonus of $43,680 for 2000.
Wyndham also agreed, among other things, to (a) pay Mr. Koonce a severance
payment of $890,400 over a twenty-four month period commencing April 29, 2000,
subject to certain setoffs, (b) pay health insurance premiums until the
earlier of twelve months or the date of his eligibility for similar coverage
by a new employer, (c) provide certain out-placement services, and (d) extend
to April 28, 2004 the maturity of a no personal liability non-recourse
promissory note so long as Mr. Koonce complies with certain continuing
covenants in his employment agreement.

   Carla Moreland. Ms. Moreland resigned her position as Executive Vice
President and General Counsel effective December 31, 2000. Pursuant to the
terms of her separation agreement, Wyndham agreed to pay

                                      24
<PAGE>

Ms. Moreland any accrued and unpaid salary on or before January 15, 2001 and a
bonus of $350,000 for 2000. Wyndham also agreed, among other things, to (a)
pay Ms. Moreland a severance payment of $1,126,666 over a twenty-four month
period commencing January 31, 2001, subject to certain setoffs, including a
setoff for payments made for consulting services pursuant to the severance
agreement, (b) pay health insurance premiums for a period of one year from the
resignation date, and (c) provide Ms. Moreland with an office and related
facilities and an assistant until April 30, 2001. Pursuant to the severance
agreement, Ms. Moreland agreed to provide certain consulting services to
Wyndham and its subsidiaries for a two year period commencing on January 1,
2001. In consideration for the consulting services, Wyndham agreed to pay Ms.
Moreland a retainer of $1,155,613 over a twenty-four month period (which
amount may be used as a set-off against the severance payment). Ms. Moreland
will also receive an hourly fee for any consulting services she provides to
the Company and its subsidiaries.

   Anne Raymond. Ms. Raymond resigned her position as Chief Investment Officer
effective July 1, 2000. Pursuant to the separation agreement, Wyndham paid Ms.
Raymond a pro rated bonus of $90,725 for 2000. Wyndham also agreed, among
other things, to (a) pay Ms. Raymond a severance payment of $983,800 over a
twenty-four month period commencing on the next payroll date after July 1,
2000, subject to certain setoffs, (b) pay health insurance premiums until the
earlier of twelve months or the date of her eligibility for similar coverage
by a new employer, (c) provide certain out-placement services for a period of
six months from the resignation date, and (d) extend to June 1, 2004 the
maturity of a no personal liability non-recourse promissory note so long as
Ms. Raymond complies with certain continuing covenants in her employment
agreement.

   Leslie Bentley. Mr. Bentley resigned his position as Executive Vice
President effective July 31, 2000. Pursuant to the separation agreement,
Wyndham paid Mr. Bentley a bonus of $169,635 for 2000, which, net of taxes,
was used to repay a prior loan in the amount of $100,000 from Wyndham to Mr.
Bentley. Wyndham also agreed, among other things, to (a) pay Mr. Bentley a
severance payment of $1,049,334 over a twenty-four month period commencing on
the next payroll date after July 31, 2000, subject to certain setoffs, (b) pay
health insurance premiums until the earlier of twelve months or the date of
his eligibility for similar coverage by a new employer, (c) provide certain
out-placement services for a period of six months from the resignation date
(but not to exceed $27,000), and (d) extend to July 31, 2002 the maturity of
certain promissory notes so long as Mr. Bentley complies with certain
continuing covenants in his employment agreement.

   Karim Alibhai. Mr. Alibhai resigned his positions as President and Chief
Operating Officer of Wyndham effective as of June 30, 1999. Pursuant to the
terms of his separation agreement, Wyndham agreed to (a) pay Mr. Alibhai
$180,000 as a pro rata incentive bonus for 1999, (b) permit Mr. Alibhai to
participate in certain health and other benefit plans for two years, (c)
provide certain hotel space to Mr. Alibhai until November 21, 1999, and (d)
reprice as of June 1, 1999 all of Mr. Alibhai's options to purchase 601,065
paired shares by canceling such options and issuing new, fully vested options
to purchase 100,000 shares of Class A Common Stock at a purchase price of
$5.1875 per share, which options are exercisable until June 30, 2002, so long
as Mr. Alibhai complies with certain continuing covenants under his employment
agreement.

Wyndham Merger

   As part of the merger of Wyndham Hotel Corporation with and into Patriot in
January 1998, Patriot entered into an Omnibus Purchase and Sale Agreement, as
well as 11 individual purchase and sale agreements with various descendants of
Mr. and Mrs. Trammell Crow, and various corporations, partnerships, trusts and
other entities beneficially owned or controlled by such persons (collectively,
the "Crow Family Members"), Mr. Carreker, Mr. Bentley and Mr. Koonce, for the
acquisition of 11 hotels. As part of such merger, Crow Family Members and the
Wyndham senior executives retained the right to receive additional
consideration on April 30, 2000 based on a formula pertaining to the
performance of Wyndham Riverfront New Orleans and Wyndham Garden LaGuardia as
set forth in the Omnibus Purchase and Sale Agreement. On April 6, 2000,
Wyndham paid $9,555,575 and $7,156,263, respectively, as additional
consideration.

                                      25
<PAGE>

Sierra and Summerfield

   The acquisition of SF Hotels Company in June of 1998 (the "Summerfield
acquisition") was subject to future purchase price adjustments. Effective
February 8, 2000, Wyndham paid an additional $32.8 million as additional
consideration pursuant to the purchase agreement. Of the amount paid, Mr. Rolf
Ruhfus received approximately $12,966,000.

   Effective March 31, 2000, the Company sold its Sierra Suites hotel brand,
properties and related assets (the "Sierra transaction") to Sierra Suites
Hotel Company, L.P., an entity affiliated with Mr. Rolf Ruhfus for
approximately $53.0 million. The transaction included the sale by the Company
of one owned and three leased properties, seventeen franchise and management
contracts for Sierra Suites and nine management contracts for Summerfield
Suites. Pursuant to the purchase agreement, the Company received net cash
proceeds of $23.0 million and was relieved of $29.8 million of future
obligations due under the purchase and sale agreement. As a result of the
Sierra transaction, the Company will not be liable for any additional
consideration under the purchase agreement. As part of the Sierra transaction,
Sierra Suites Hotel Company, L.P. agreed to develop five additional
Summerfield Suites Hotels by April 2007 or pay the Company liquidated damages
of $1 million for each hotel not developed. In addition, Sierra Suites Hotel
Company, L.P. and Mr. Ruhfus agreed not to compete with the Company by
developing or acquiring another upscale, extended stay brand and granted the
Company a right of first refusal with respect to the franchising of certain
hotels as Summerfield Suites.

   As part of the Summerfield acquisition, Mr. Ruhfus retained the right to a
15% participation with the Company in the appreciation in value of the Miami
Airport Summerfield based on terms set forth in a carried interest payment
agreement.

   During 2000, the Company made lease payments of $882,103 to an affiliate of
Summerfield Associates, L.P., a partnership in which Rolf Ruhfus has an
ownership interest, related to the hotels listed below:

<TABLE>
        <S>                                                 <C>
        Sierra Suites Atlanta Cumberland................... $394,642
        Sierra Suites Phoenix Camelback....................  186,589
        Sierra Suites Westborough..........................  300,872
</TABLE>

   As part of the Sierra transaction, effective March 31, 2000, these leases
were sold to an entity affiliated with Mr. Ruhfus.

GAH Acquisition-Phase II

   As part of the acquisition of CHCI by the Company and Patriot on June 30,
1998, the Company and Patriot may be obligated on September 30, 2002 to pay
Mr. Alibhai and Mr. Weiser additional consideration, in each case based upon
the performance of specified assets, based on formulas as set forth in merger
and contribution agreements.

                                      26
<PAGE>

Other Related Party Transactions

   During 2000, Wyndham received hotel management fees in the aggregate amount
of approximately $8.9 million from the partnerships owning Wyndham hotels
listed below, in which Crow Family Members and Mr. Carreker have an interest.

   During 2000, Wyndham received payments in the aggregate amount of $2.3
million from the hotel partnerships listed below, in which Crow Family Members
and Mr. Carreker have an interest. The payments were received as
reimbursements for certain administrative, tax, legal, accounting, finance,
risk management, sales and marketing services provided by Wyndham to such
entities.


<TABLE>
<CAPTION>
                  Hotel Partnership                          Hotel
                  -----------------                          -----
      <S>                                         <C>
      Anatole Hotel Investors, L.P.               Wyndham Anatole
      Bristol Hotel Associates, Ltd.              Wyndham Bristol
      Playhouse Square Hotel Limited Partnership  Wyndham Playhouse Square
      MTD Associates                              Wyndham Milwaukee Center
      Hotel and Convention Center Partners I-XI,
       Ltd.                                       Wyndham Palm Springs
      Amgreen-Heritage Hotel Partnership, Ltd.    Wyndham Garden Hotel-Orange
      Waterfront-Hotel Associates, S.E.           Wyndham Old San Juan
</TABLE>

   During 2000, Wyndham received hotel management fees in the aggregate amount
of approximately $6.4 million from the owner of the hotels listed below in
which Karim Alibhai, Rolf Ruhfus, Sherwood Weiser or Milton Fine has an
interest.

<TABLE>
<CAPTION>
                                                                  2000 Aggregate
                                                                  Management and
Karim Alibhai                                                      Service Fees
-------------                                                     --------------
<S>                                                               <C>
Days Inn Astrodome, Houston......................................    $ 41,673
Days Inn Greenspoint, Houston....................................      13,390
Hampton Inn Corpus Christi.......................................      15,674
Hawthorne Suites, Houston........................................      31,186
Holiday Inn Stevens Point-Portage County, WI.....................     249,226
Holiday Inn Astrodome, Houston...................................     236,704
Inn at Maingate dba Doubletree Maingate, Kissimmee, FL...........     566,536
Marriott Residence Inn, Houston Medical Center...................     124,037
Sheraton Astrodome, Houston......................................     483,256
Wyndham Miami-Biscayne Bay.......................................     706,195
Radisson Astrodome, Houston......................................      49,008
Radisson Acapulco................................................     110,796
Sheraton Edmonton................................................     222,519
Wyndham Montreal.................................................     165,961
</TABLE>

                                      27
<PAGE>

<TABLE>
<CAPTION>
                                                                  2000 Aggregate
                                                                  Management and
Rolf Ruhfus                                                        Service Fees
-----------                                                       --------------
<S>                                                               <C>
Summerfield Suites-Bridgewater...................................    $509,769
Summerfield Suites-Burlington....................................     484,426
Summerfield Suites Chicago Downtown..............................     272,879
Summerfield Suites Charlotte.....................................     143,861
Summerfield Suites Gaithersburg..................................     328,445
Summerfield Suites Pleasanton....................................     365,120
Summerfield Suites Scottsdale....................................     253,662
Summerfield Suites-Plymouth Meeting..............................     334,597
Sierra Suites-Atlanta Perimeter..................................      40,467
Sierra Suites-Bothell............................................      43,300
Sierra Suites-Chantilly..........................................      91,560
Sierra Suites-Orlando............................................     102,509
Sierra Suites-Lake Buena Vista...................................      65,625
Sierra Suites-Phoenix Metro Center...............................      34,837
Sierra Suites-Piscataway.........................................      64,033
Sierra Suites-Pleasanton.........................................     108,244
Sierra Suites-San Jose Sierra....................................     298,064
Sierra Suites-Scottsdale.........................................      58,593
Sierra Suites-Waltham............................................     344,659
Sierra Suites-Woburn.............................................      71,540
</TABLE>

<TABLE>
<CAPTION>
                                                                  2000 Aggregate
                                                                  Management and
Sherwood Weiser                                                    Service Fees
---------------                                                   --------------
<S>                                                               <C>
Holiday Inn Dayton Mall, Ohio....................................   $ 186,998
Sheraton University City, Philadelphia...........................     447,828
Wyndham Miami-Biscayne Bay.......................................     706,175
Westin Hotel Providence, RI......................................     138,847
Washington Duke..................................................   1,112,859
</TABLE>

<TABLE>
<CAPTION>
                                                                  2000 Aggregate
                                                                  Management and
Milton Fine                                                        Service Fees
-----------                                                       --------------
<S>                                                               <C>
Wyndham Reach Resort-Key West, FL................................    $261,634
</TABLE>

   During 2000, Wyndham received payments in the aggregate amount of $327,385
from the hotels listed below in which certain entities affiliated with the
Apollo Investors have an interest:

<TABLE>
<CAPTION>
                                                                  2000 Aggregate
                                                                  Management and
                                                                   Service Fees
                                                                  --------------
<S>                                                               <C>
Days Inn Astrodome, Houston......................................    $41,673
Holiday Inn Astrodome, Houston...................................    236,704
Radisson Astrodome, Houston......................................     49,008
</TABLE>

   In September 2000, the Company and an entity affiliated with Mr. Alibhai
entered into a Memorandum of Understanding concerning receivables due to the
Company from entities affiliated with Mr. Alibhai. As of December 31, 2000,
the Company was owed approximately $5,204,000 for management fees, service
fees, and reimbursements from 10 hotels in which Mr. Alibhai has an ownership
interest.

                                      28
<PAGE>

   As of December 31, 2000, the Company was owed approximately $2,358,000 for
management fees from two hotels in which Mr. Weiser has an ownership interest.

   During 1996, certain former Wyndham senior executive officers incurred
indebtedness to Wyndham Finance Limited Partnership ("WFLP"), a partnership
owned by the Crow Family Members. Such promissory notes, which are made
payable to Wyndham, accrue interest at 6% per annum and are secured by the
pledge of shares of Class A Common Stock held by the note obligors. As a part
of these former senior executive officers' amended employment contracts and
separation agreements, the maturity dates of these notes were extended to
dates ranging from July 31, 2002 through April 19, 2006. As of December 31,
2000, these promissory notes had an outstanding balance of $17,139,255
including accrued interest. The aggregate principal amount of such loans,
including interest, are as follows:

<TABLE>
<CAPTION>
                                                              December 31, 2000
                                                              -----------------
<S>                                                           <C>
James D. Carreker............................................    $6,483,013
Leslie V. Bentley............................................     2,386,082
Stanley M. Koonce, Jr........................................     2,430,858
Anne L. Raymond..............................................     5,839,302
</TABLE>

   Pursuant to a promissory note, Wyndham has loaned $1,276,973 to WFLP. The
loan bears interest at a rate equal to prime plus 2.00%. As of December 31,
2000, principal and accrued interest in the amount of $1,999,713 remained
outstanding on the loan. The loan was due in April 2000 but WFLP has not
repaid the loan amount as of April 30, 2001.

   During 1999, Wyndham loaned Mr. Bentley $350,000 pursuant to a recourse
note. The loan bears interest at a rate equal to Wyndham's rate on its
revolving credit facility. As of December 31, 2000, principal and accrued
interest in the amount of $288,494 remained outstanding on the loan. During
1999, in connection with his employment agreement, Wyndham also loaned Mr.
Bentley $430,000 evidenced by a promissory note that is recourse to Mr.
Bentley and bears interest at a rate of 7.00% per annum. As of December 31,
2000, principal and accrued interest in the amount of $486,159 remained
outstanding on the loan. Pursuant to Mr. Bentley's separation agreement, each
loan is due on July 31, 2002 so long as Mr. Bentley complies with certain
continuing covenants contained in his employment agreement.

   In 1999, in connection with his employment agreement, Wyndham loaned Mr.
Kleisner $500,000 pursuant to a recourse note for use in purchasing a
residence in Dallas. The note does not bear interest. In 1999, in connection
with his employment agreement, Wyndham also loaned Mr. Kleisner $850,000
pursuant to a nonrecourse note. The note bears interest at a rate equal to
Wyndham's rate on its revolving credit facility. As of December 31, 2000,
principal and accrued interest in the aggregate amount of $952,590 remained
outstanding on the loan.

   In 2000, in connection with his employment agreement, Wyndham loaned Mr.
Teng $1,000,000 pursuant to a recourse note. The note bears interest at a rate
equal to Wyndham's rate on its revolving credit facility. Pursuant to the
terms of his employment agreement, subject to Mr. Teng's continuing
employment, Wyndham has agreed to forgive the principal amount of the note and
all accrued but unpaid interest on such forgiven principal amount in equal
monthly installments over a three-year period. As of December 31, 2000,
principal and accrued interest in the amount of $777,778 remained outstanding
on the loan.

   In 1999, in connection with his employment agreement, Wyndham loaned Mr.
Johnson $200,000 pursuant to a recourse note. The note bears interest at a
rate equal to 7.00% per annum. As of December 31, 2000, principal and accrued
interest in the amount of $30,838 remained outstanding on the loan.

   The Company is owed $2.8 million by Wynright Insurance. Wynright Insurance
is an entity owned by Crow Family Members.

   In 2000, the Company made payments in the aggregate amount of $3,448,000 to
Kinetic Group Limited Partnership, an entity 50% owned by Trammell Crow
Company and 50% owned by an entity owned by Crow

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Family Members and Mr. Carreker. The payments were made under the terms of a
service agreement whereby Kinetic Group Limited Partnership provides
management information services to the Company.

   Norman Brownstein, a director of Wyndham, is chairman of Brownstein Hyatt &
Farber P.C., a law firm that has advised Wyndham on certain matters related to
litigation and real property transactions. During 2000, Wyndham paid
Brownstein Hyatt & Farber, P.C. approximately $138,000 in legal fees.

   In 2000, the Company managed Wyndham branded hotels for affiliates of
Hampstead Group L.L.C. An entity owned by Crow Family Members, Mr. Carreker
and certain former Wyndham senior executive officers may be entitled to a
contingent payment at such time as all such hotels achieve an investment
return target of 15% on all equity capital invested through such program plus
certain overhead costs. The amount of such contingent payment is 10% of all
cash proceeds realized in excess of the investment return target.

   In August 2000, the Company amended its management agreement for the
Wyndham Anatole Hotel, which is owned by a limited partnership owned by Crow
Family Members. This amendment included the extension of the expiration date
of the term of the management agreement to August 31, 2020. In consideration
for the amendment, the Company paid $67.0 million to the hotel owner and
agreed to make certain other loans, investments and financial accommodations
for the benefit of the hotel owner and the hotel. These other loans,
investments and financial accommodations include the extension of the maturity
date of a $10.0 million loan that the Company made to the hotel owner in 1997
from May 9, 2004 to the date that is 180 days after the Anatole management
agreement expires or is terminated, which loan was made in connection with the
renovation of the Trinity Hall exhibit hall located at the hotel; the
Company's investment of $4.0 million in the hotel to convert a portion of the
Verandah Club health club located at the hotel to a Golden Door City Spa; the
Company's investment of an additional $10.0 million in the hotel for expansion
of a ballroom and upgrades to meeting and exhibit space; and the Company's
provision of a letter of credit in the original stated amount of $21.0 million
as partial security for the hotel's primary mortgage indebtedness and a
preferred financial return to the hotel owner. The $4.0 million investment is
subject to being repaid from the hotel's health club and spa income, if any,
in excess of specified target performance amounts. Any amounts not paid by
August 31, 2020 or the date of any earlier termination of the management
agreement are to be canceled. Under the terms of the $10.0 million investment,
the Company is to receive a 12% per annum required return, and the investment
is to be repaid on August 31, 2020 or in connection with any sooner
termination of the management agreement.

   In 2000, Wyndham entered into a time share agreement with Tempus Resorts
International, Ltd., an affiliate of certain of the Apollo Investors
("Tempus"). The time share operates under the name Wyndham Vacation Club. To
date, Wyndham has not made any payments to Tempus in connection with the
Wyndham Vacation Club.

   Messrs. Alibhai and Weiser may each be deemed to have shared beneficial
ownership of 48.4% of the outstanding common stock of Interstate Hotels
Corporation ("IHC") by virtue of their indirect control of certain
partnerships that own preferred stock and notes convertible into 48.4% of the
outstanding common stock of IHC. The Company holds a 49% ownership interest in
Interstate Hotels Corporation, LLC, a significant subsidiary of IHC.

   In connection with the merger of IHC with and into Patriot American
Hospitality, Inc. ("Patriot"), IHC, Patriot, Mr. Fine and certain other
parties entered into a Shareholders Agreement, dated December 2, 1997.
Pursuant to the terms of the Shareholders Agreement, Patriot must indemnify
Mr. Fine for certain tax liabilities until the earlier to occur of December 2,
2007 or the death of Mr. Fine.

   In connection with the sale on August 16, 1996 of certain property from an
entity affiliated with Mr. Alibhai to the Company, the Company granted the
entity a profit participation interest. If the Company sells, exchanges or
enters into a similar transaction with respect to the property and receives
the minimum return set forth in the agreement, the entity affiliated with Mr.
Alibhai will be entitled to receive 25% of the proceeds in excess of the
minimum return.

   Pursuant to a promissory note, Wyndham has loaned $1,920,090 to WHC-LG
Hotel Partners LP, an entity owned by Crow Family Members. The loan bears
interest at 9% and matures in December 2005. As of December 31, 2000,
principal and accrued interest in the amount of $2,251,977 remained
outstanding on the loan.

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   Wyndham has advanced $473,450 to San Juan Associates, LP SE, an entity
owned primarily by Crow Family Members. The advance bears interest at 14.5%
and is payable as the related hotel's cash flow permits. As of December 31,
2000, principal and accrued interest in the amount of $697,517 remained
outstanding on the advance. Wyndham has also advanced an additional $2,095,987
to San Juan Associates, LP SE. Wyndham is not accruing interest on this
advance, which is payable when permanent financing becomes available.

   Pursuant to the Securities Purchase Agreement, dated February 18, 1999, by
and among the Company, the Investors and the other parties thereto, the
Company must indemnify the Investors for any breach of the representations,
warranties and covenants contained in the Securities Purchase Agreement. As of
the date of this Proxy Statement, most of the representations, warranties and
covenants contained in the Securities Purchase Agreement have expired. The
remaining indemnification obligations of the Company are subject to certain
threshold amounts that must be surpassed before a claim for indemnification
can be made. To the extent the Company must indemnify the Investors, the
conversion price of the Series B Preferred Stock will be reduced pursuant to
the terms of the Certificate of Designation for the Series B Preferred Stock,
subject to certain enumerated exceptions.

   On March 23, 2001, the Company entered into a letter of intent with
American Property Management, an entity affiliated with the Apollo Investors,
for the sale of the Hilton Del Mar property. As of April 30, 2001, the parties
have not entered into a definitive sale agreement for such property.

   In September 2000, the Company entered into a letter of intent to sell 10
Wyndham Garden Hotels to an entity affiliated with Crow Family Members and Mr.
Bentley for approximately $115.0 million. As of April 30, 2001, the parties
have not entered into a definitive sale agreement.

   An indirect subsidiary of the Company, GAH-II, L.P. ("GAH"), owns legal
title to a 79% limited partnership interest in Braeswood Hospitality, L.P.
("Braeswood") and to 100% of the common stock of Braeswood Operating
Corporation ("Braeswood GP"), the sole general partner of Braeswood. GAH
became a subsidiary of the Company pursuant to transactions concluded in 1997
and 1998. In 1994, prior to the Company's involvement, Braeswood became the
sublessee of a hotel in Houston, Texas, and executed a promissory note. GAH
guaranteed the sublease and entered into a management agreement for the hotel
with Braeswood. In September 1995, Patriot American Hospitality, L.P., now
known as Patriot American Hotel Notes Partnership, L.P. ("PAH"), sold its 50%
interest in GAH to CHC REIT Management Corporation ("CRMC"), which at that
time was not affiliated with the Company. PAH and the other then owner of GAH,
Gencom Hospitality, L.P. ("Gencom"), an affiliate of Mr. Alibhai, gave several
indemnities whereby each of PAH and Gencom agreed to restore to GAH 50% of any
losses sustained in respect of obligations of Braeswood. Also as part of that
transaction, GAH terminated its management agreement with Braeswood and agreed
that it was holding title to its interests in Braeswood and Braeswood GP for
the benefit of Gencom and PAH. Gencom also assumed responsibility for the
operation and management of Braeswood. In 1998, a subsidiary of the Company
acquired the parent of CRMC and thus succeeded to the rights of CRMC in
respect of the September 1995 indemnities from PAH and Gencom. Additionally,
in October 1997, as part of the Company's acquisition of the interests of Mr.
Alibhai and certain of his affiliates in GAH, Mr. Alibhai as successor to
Gencom, reaffirmed his September 1995 indemnity and gave an additional
indemnity to the Company in respect of losses with respect to Braeswood and
Braeswood GP attributable to the interest in GAH then being acquired. In
November 2000, the sublessor under the sublease to Braeswood and holder of the
note from Braeswood asserted claims of approximately $2.65 million with
respect to breach of the sublease and nonpayment of the note. Certain
subsidiaries of the Company are actively pursuing their rights under the
foregoing indemnities.

   In 2000, the Company entered into a contract with Rare Medium, Inc., a
company in which certain of the Apollo Investors have an equity interest,
pursuant to which Rare Medium, Inc. will, on a project basis, provide Wyndham
with software, services related to e-commerce and similar technology. The
agreement has a three-year term but may be terminated by Wyndham at any time.
During 2000, Wyndham paid Rare Medium, Inc. fees totaling $1,108,858 for
software and services provided.


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                                   SIGNATURE

     Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.

Dated: April 30, 2001

                                          Wyndham International, Inc.

                                                  /s/ Fred J. Kleisner
                                          By: _________________________________
                                                      Fred J. Kleisner
                                                 Chairman of the Board and
                                                  Chief Executive Officer


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