Wyndham International Sets Terms for Interstate Spin-Off

Business Wire, May 27, 1999

DALLAS--(BUSINESS WIRE)--May 27, 1999--

Wyndham International, Inc. and Patriot American Hospitality, Inc. (Wyndham), whose shares are paired and trade together (NYSE:PAH), today disclosed the terms of its planned spin-off of Interstate Hotels Corporation (Interstate).

Wyndham International will distribute 92% of Interstate in the form of a dividend to Wyndham's shareholders. The distribution is subject to the Securities and Exchange Commission declaring effective the registration statement for the spin-off. The remaining 8% of Interstate will be owned equally by Wyndham and Marriott International, Inc. (NYSE:MAR).

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

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

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

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

About Patriot American Hospitality, Inc. and Wyndham International, Inc.

Patriot American Hospitality, Inc. ranks among the nation's largest hotel companies. Its paired operating company, Wyndham International, Inc., comprised of the Grand Bay Hotels & Resorts Division, the Wyndham Hotel Group and PAH Management Services, leases, manages and franchises primarily upscale and luxury hotel and resort properties represented by its proprietary brands and provides management services for third-party owned hotels and resorts. Upon completion of the spin-off of Interstate, Wyndham's portfolio will include 311 hotels and resorts with more than 74,000 rooms.

Forward-Looking Statement

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Actual results and the timing of certain events could differ materially from those set forth in the forward-looking statements.