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Patriot American Hospitality, Inc. To Acquire Gencom American Hospitality and Ten Hotels with 3,108 Rooms;

DALLAS, Oct. 1, 1997 - Patriot American Hospitality, Inc. and Patriot American Hospitality Operating Company, whose shares are paired and trade as a single unit (NYSE: PAH), yesterday acquired the hospitality management assets of Gencom American Hospitality and will acquire, through acquisition by merger, the hospitality business of Carnival Hotel and Resorts. Together, Gencom and Carnival represent two of the nation's largest independent hotel management companies. Patriot American also acquired Gencom's and Carnival's joint-venture lessee, CHC Lease Partners, Patriot's largest third-party lessee, as well as the proprietary Grand Bay and Registry brands. Finally, Patriot American acquired 10 hotel properties with 3,108 rooms from Carnival and Gencom. The transaction includes cash, assumed debt, preferred stock in the operating company, which under certain circumstances is convertible into paired-shares of Patriot American common stock, and operating partnership units in both companies' operating partnerships.

The company values the acquisition at approximately $485 million based upon the cash paid, debt assumed and the value of the securities issued in the transaction. Patriot American believes these transactions will be immediately accretive to reported FFO per share. The acquisition does not include Carnival's gaming businesses.

Together, Carnival Hotels Resorts, CHC Lease Partners and Gencom American Hospitality lease and/or manage 26 of Patriot American's 69 owned hotel properties, as well as the 10 hotel properties to be acquired in conjunction with this transaction. Additionally, Carnival and Gencom manage a total of 31 additional third-party hotels and resorts, the contracts for which will be acquired, along with all 25 Patriot American leases, by Patriot American Hospitality Operating Company.

In connection with the transaction, Patriot American will acquire ten full-service hotel properties representing 3,108 rooms, including: the 178- room Grand Bay Miami; the 408-room Sheraton Gateway Miami; the 324-room Sheraton Grand Tampa; the 322-room Radisson Riverwalk in Jacksonville, FL: the 237-room Melbourne Hilton in Melbourne, FL; the 707-room Omni Inner Harbor in Baltimore, MD; the 251-room Doubletree Glenview in Glenview, IL; the 240-room Radisson Hotel in Kansas City; the 200-room Holiday Inn YO Ranch in Kerrville, TX; and the 241-room Crowne Plaza Toledo in Toledo, OH.

According to William W. Evans III, president of Patriot American, today's announcement represents a seminal transaction because it accelerates the revenue accretion resulting from the company's recently acquired paired-share structure. "When we acquired the paired-share structure in July, our strategy was to acquire hotel companies that lease and manage the properties we already own, and that also have substantial third-party management contracts, to maximize the benefits of this unique structure. With our acquisition of the Gencom hospitality business, we immediately put the paired-share structure to work as a revenue-driver for the fourth-quarter and beyond, by capturing the leakage from 26 of our owned hotels.

Second, we benefit from the addition of 10 well- performing hotel assets, which we expect will positively impact our FFO growth in the future. Finally, we realize the financial benefit of the third-party management contracts that have been assumed by Patriot American Hospitality Operating Company. Strategically, this transaction exponentially amplifies the power of our paired-share structure," Evans said.

As part of the acquisition announcement today, Paul A. Nussbaum, chairman and chief executive officer of Patriot American, appointed Karim Alibhai, chief executive officer of Gencom American Hospitality, to the position of president, chief operating officer and director of Patriot American Hospitality Operating Company. Upon completion of Patriot American's merger with Wyndham Hotel Corporation (NYSE: WYN), Alibhai will report directly to James D. Carreker, chief executive officer and president of Wyndham, who will become chairman and chief executive officer of the paired operating company, to be renamed Wyndham International.

Sherwood "Woody" Weiser, chairman and chief executive officer of Carnival Hotels and Resorts, will also serve on the board of directors of Patriot American Hospitality Operating Company, effective immediately. "Karim Alibhai has been my partner and colleague for six years. He has tremendous knowledge of the hotel industry and is a visionary leader. He will be an important asset to Patriot American in the years ahead," said Nussbaum. "I'm also delighted that we will gain the extensive knowledge and experience of Woody Weiser on the Patriot American Hospitality Operating board, given his successful tenure at the helm of Carnival."

According to James D. Carreker, chairman and chief executive officer of Wyndham, the addition of Carnival's and Gencom's hospitality businesses, and the appointment of Alibhai to the office of president and chief operating officer of what will become Wyndham International, establish key components with which Patriot American will accelerate its strategic growth.

"Patriot's acquisition of its largest lessee, as well as 10 solid hotel assets and the management business of Gencom and Carnival is very exciting for a number of reasons, not the least of which is the number of important properties that will be converted to the Wyndham flag, particularly in Florida. In addition, Patriot is adding two more valuable brands to its portfolio which, upon completion of our merger in the fourth quarter, will give Patriot American five proprietary brands and thereby gives us maximum flexibility in our markets. As a long-time admirer of Grand Bay, both personally and as a competitor, I am confident that the addition of the brand to the Patriot portfolio will enhance our third-party management business once the companies have merged," he said. "On the management side, I look forward to working with Karim Alibhai and implementing our growth strategies for Patriot American and its multiple brands."

According to Karim Alibhai, Patriot American's acquisition of the hospitality business of Gencom, and the announced acquisition of Carnival's hospitality business, as well as his new position with Patriot American Hospitality Operating Company, represent the culmination of a long-standing, successful relationship among the three companies, as well as among Weiser, Alibhai and Nussbaum.

"I've worked closely with Paul Nussbaum since 1991, when I was an investor in the private Patriot group which purchased its first hotel from the Resolution Trust Company. When Patriot went public, my family contributed assets, obtained a significant equity interest and have continued to be Patriot's largest non-institutional shareholder, because we have so much confidence in Patriot's strategy and management capabilities," Alibhai said. "I am extremely pleased to become part of the senior management team of this dynamic company and the operational expertise of Jim Carreker and his team at Wyndham. I feel strongly that the combination of the paired-share structure, the high-quality assets that Gencom and Carnival bring to the company, the well-performing assets Patriot already owns, , and the multiple proprietary brands Patriot now owns will make this company a leading force in the lodging industry," he said.

Weiser said, "Our union with Patriot American is a natural extension of our already strong relationship with the REIT. We have been involved with Patriot since its formation, both as a contributor of hotels and as its largest lessee. We believe that this transaction adds considerable value to our position in the REIT."

Upon completion of the Wyndham merger, Patriot American's officers, directors and board members will own approximately 25 percent of Patriot American's equity.

About Carnival Hotels Resorts

Established in 1994 by the Carnival Corporation and The Continental Companies (TCC), Miami-based Carnival Hotels and Casinos is one of the nation's largest independent hotel, resort and casino management and development firms. Carnival Hotels and Casinos provides a broad range of services related to the hospitality and gaming industries; the Carnival Hotels and Casinos' Hotel and Resort Division currently has 75 properties under its management or development, with 19,000 total guest rooms, throughout the United States, South America, the Bahamas, Caribbean and Mexico.

Carnival's Hotel and Resort Division owns the Grand Bay proprietary brand name as well as the Registry Hotels Resorts proprietary brand, both of which will be acquired by Patriot American Hospitality as part of the transaction announced today.

About Gencom

Established in 1979, Houston-based Gencom has become one of the nation's leading hotel management companies. The company owns and operates 30 properties, totaling 6,797 guest rooms and suites, with profit levels that exceed industry averages.

Gencom formed an association with Patriot American for the purpose of managing hotels acquired by the original principals of Patriot American and Gencom, as well as third-party management contracts. Concurrent with Patriot's initial public offering in 1995, Patriot American sold its interest in Gencom to Carnival. Gencom and Carnival then formed a joint venture, CHC Lease Partners, to lease and manage Patriot's initial portfolio of 20 hotel properties. Today, CHC Lease Partners leases 26 Patriot-owned hotel properties.

About the Grand Bay and Registry proprietary brands

In addition to the ownership of the Grand Bay Hotel in Coconut Grove, Patriot American will benefit from the growth of the Grand Bay in Philadelphia and Toronto, where luxury Grand Bay hotels are in development. In addition, Patriot American assumes the operation of its owned Registry Resort and Spa in Fort Lauderdale and the third-party management of the Registry Resort in Naples.

About the Acquired Hotel Properties

The 178-room Grand Bay Hotel in Coconut Grove, Florida is the only Miami- area hotel with a Five-Diamond rating. Located in the heart of Coconut Grove, one of Miami's most distinctive neighborhoods, the Grand Bay Hotel is approximately five miles south of downtown Miami and seven miles from Miami International Airport. The luxury hotel, which historically has catered more to the leisure traveler, also features 8,750 square feet of indoor meeting space including a ballroom, three conference suites and a penthouse club, as well as a 1,900 square-foot outdoor terrace. Other amenities include a private dining and wine-tasting room, the Grand Cafe restaurant, the Poolside Bar and Grill, a Female Executive Program, and full fitness and spa facilities. Patriot American is considering an expansion of the property, the land for which was secured previously by Carnival and Gencom.

The 324-room Sheraton Grand Tampa, located in the Westshore district between the Tampa International Airport and the city's central business district, features 20,000 square feet of meeting space, the popular Shula's Steakhouse plus two additional restaurants, and a 5,046 square-foot ballroom. Patriot American will invest approximately $1 million to return the property to its former four-star status through a comprehensive renovation and repositioning program prior to its reflagging as a Wyndham Hotel.

Located on the south bank of the St. Johns River, the 332-room Radisson Riverwalk Hotel in Jacksonville, Florida features the most meeting space of any Jacksonville hotel -- 25,244 square feet -- plus an amphitheater, two conference suites and seven meeting rooms. This distinction enables the hotel to take advantage of the rapidly increasing demand for lodging created by Jacksonville's business development boom, catalyzed in large part by recent corporate relocations including G.E. Appliance Distribution Center, Portion Pac/Heinz USA, Nivel Parts, ATT Universal Card, America On-line and other leading companies, as well as the new NFL franchise being awarded to the city. Patriot American will invest approximately $500,000 to complete the $2.5 million renovation of the property.

The 408-room Sheraton Gateway Hotel, located less than a mile from the entrance to the Miami International Airport, features 17,000 square feet of meeting space as well as a restaurant, two lounges, a fully appointed fitness center and spa, an outdoor swimming pool, tennis courts and access to the adjacent, 18-hole golf course. Because of its location among light industrial business and office parks, the Sheraton Gateway caters principally to the business and corporate traveler. Several developments slated for the Miami airport market are expected to increase demand for rooms at the Sheraton and other airport properties, including the relocation to the Miami airport area of Southern Command "Southcom," a new military headquarters of the U.S. Southern Command currently based in Panama, and Beacon Tradeport, a mixed-use project with 3.5 million square feet to be completed by 2000. In addition, Dade County is spending approximately $4 billion to expand and upgrade the Miami International Airport, a project slated for completion by 2006 and which is expected to generate increased international visitation to Miami. Patriot American plans to invest approximately $4 million to renovate the hotel prior to its reflagging as a Wyndham Hotel.

Located in the central business district, just a half-mile from Baltimore's famous Inner Harbor, the 707-room Omni Inner Harbor hotel, currently is the largest full-service hotel in the downtown Baltimore area, and will be Patriot American's first property in the rapidly growing Baltimore market. Having just undergone a $4.5 million renovation, the Omni Inner Harbor features 30,400 square feet of meeting and banquet space, the largest square footage of all downtown hotels, as well as two restaurants and a sports bar, a fitness center and an outdoor swimming pool. Given the recent expansion and renovation of the convention center, the Omni is expected to realize continued occupancy and rate increases. According to the Baltimore Area Convention and Visitors Association, visitors to the Inner Harbor number 14 million to 16 million annually.

The 237-room Melbourne Hilton at Rialto Place is a full-service, mainland hotel in popular Melbourne Beach, Florida and is considered by its competitors to be the highest-quality hotel in the area. With 12,000 square feet of meeting space, the hotel appeals to corporate meeting planners and business travelers. Near the hotel, a 318,000 square-foot retail shopping center is being renovated and expanded to include a potential 60,000 square-foot convention center which, when constructed, will be connected to the Hilton via covered walkway. After a $1 million renovation, this property will be rebranded as a Wyndham Hotel.

Just minutes from O'Hare International Airport in Chicago, the 252-room Doubletree Guest Suites in Glenview, Illinois is the only all-suite hotel property, and one of the most successful properties, in the Chicago O'Hare area. The property features a fitness center complete with racquetball court, indoor swimming pool and spa, and a restaurant and lounge, as well as 20 executive conference suites and other meeting space.

Built in 1931, the historic 240-room Radisson Suite Hotel in Kansas City, Missouri is located in the heart of downtown, within walking distance of business and government offices and 10 minutes from Kemper Arena. Located on the original site of the Haberdashery, owned by Harry S. Truman, the Radisson was placed on the National Registry of Historic Places in 1979. With 6,000 square feet of meeting space, quality dining facilities including an upscale steakhouse, and a fitness room plus complimentary use of Gold's Gym, the hotel is well-appointed to meet the needs of business travelers and corporate meetings hosted by local corporate headquarters including Hallmark Cards, HR Block and Twentieth Century Companies, as well as the area's Fortune 500 companies. Patriot American will invest approximately $4 million to return the hotel to its Old Phillips House-status prior to its reflagging as a Wyndham Grand Heritage Hotel.

Located in the heart of the Texas hill country, easily accessible from San Antonio and Austin, the 200-room Holiday Inn YO Ranch and Conference Center offers an ideal setting for corporate meetings and conferences with approximately 17,400 square feet of meeting and banquet space, as well as an outdoor swimming pool, full-service restaurant and proximity to neighboring restaurant and retail establishments. The hotel has benefited from increased visitation resulting from Kerrville's thriving economy.

The 241-room Crowne Plaza Toledo, a premier conference center hotel located on the Maumee River in downtown Toledo, caters primarily to the high- end business travelers given its three-block proximity to the SeaGate Convention Centre. The hotel features 14,000 square feet of flexible meeting and banquet space, including the largest hotel ballroom in Toledo, as well as a fitness center with indoor swimming pool and a business center. Patriot American expects to convert this property to a Wyndham Hotel this fall.

About Patriot American Hospitality, Inc.

Based in Dallas, Texas, Patriot American Hospitality, Inc. (NYSE: PAH) is currently the nation's second-largest hotel real estate investment trust (REIT) with a portfolio currently comprised, including today's announcement, of 79 hotels and resorts with approximately 19,746 rooms and, paired together with Patriot American Hospitality Operating Company, is one of only two paired-share hotel REITS in the country.

Having increased the size of its rooms portfolio by approximately 74 percent since January, Patriot American Hospitality, Inc. is continuing to acquire full-service hotel properties throughout North America. The company is proceeding with its acquisition of Wyndham Hotel Corporation (NYSE: WYN) which will become Patriot's paired-operating company upon completion of the transaction, slated for the fourth quarter of 1997, and which in total will create the nation's first fully integrated, branded paired-share REIT.

Forward Looking Statements

Certain matters discussed in this press release may constitute forward looking statements within the meaning of the federal securities laws. Actual results and the timing of certain events could differ materially from those projected in or contemplated by the forward-looking statements due to a number of factors, including general economic conditions, competition for hotel services in a given market, the availability of equity and debt financing, interest rates and other risks detailed from time to time in the filings of Patriot American Hospitality, Inc. and Wyndham Hotel Corporation with the Securities and Exchange Commission, including quarterly reports on Form 10-Q, reports on Form 8-K and annual reports on Form 10-K. Reference is hereby made to the "Risk Factors" set forth in the Forms 10-K for the fiscal year ended December 31, 1996 filed by Patriot American Hospitality, Inc. and Wyndham Hotel Corporation.

Merrill Lynch acted as the exclusive financial advisor to Patriot American in these transactions.

Source: Patriot American Hospitality, Inc.


Paul Nussbaum, Chairman CEO, or Suzanne Cottraux, V.P. of Corporate Communications Investor Relations, 972-888-8041, both of Patriot American Hospitality, Inc.;

Diane Rohlin of The Financial Relations Board Analyst Inquiries, 312-640-6748

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