JAMES McMANIS (No. 40958)
COLLEEN DUFFY SMITH (No. 161163)
McMANIS, FAULKNER & MORGAN
A Professional Corporation
160 W. Santa Clara St.
10th Floor
San Jose, CA 95113
Telephone: (408) 279-8700
Facsimile: (408) 279-3244

Attorneys for Plaintiffs and the Class

1. This action involves the former shareholders of California Jockey Club ("Cal Jockey") and Bay Meadows Operating Company ("Bay Meadows Op.") who approved a merger with defendant Patriot American Hospitality, Inc. ("New Patriot REIT") on July 1, 1997, under false pretenses. Through the merger, plaintiffs became shareholders of the New Patriot REIT, Patriot American Hospitality Operating Company and Wyndham International, Inc., collectively referred to herein as Patriot.

2. Defendant Paine Webber Group, Inc. ("Painewebber"), who during the relevant time operated under the cloud of a conflict of interest, along with defendants, helped to disseminate a Joint Proxy and Prospectus ("Prospectus") to all Bay Meadows' shareholders in order to induce Bay Meadows' shareholders to agree to a merger with Patriot. The Prospectus contained a fairness opinion by Painewebber, and uniform written material misrepresentations and concealments, including Patriot's financial strength and stability. The Prospectus misrepresented Patriot's true value, misrepresented Patriot's pursuit of debt-laden investments in hotel properties financed through exotic debt instruments offered by Painewebber, and misrepresented Patriot's intent to exploit Bay Meadows' unique corporate structure to the detriment of its other valuable assets.

3. Numerous conflicts of interest existing between Patriot and Painewebber, Patriot's underwriter, creditor, and development partner, went undisclosed. Painewebber, for example, lent millions of dollars to Patriot based on equity forward contracts which they originally found to be too risky, and yet, rather than lose Patriot's lucrative business to others who were willing to use such exotic debt, they also entered into such contracts with Patriot.

4. As a result of the merger, defendants took Bay Meadows, a company with no debt, and transformed it into a company that, by the end of 1998, had amassed almost $4 billion in debt that it couldn't repay. Patriot is now in such desperate condition that it has been forced to essentially sell control of the company to outside investors, and wiped out the value of stock held by plaintiffs and class members.

1. This action is brought pursuant to §§11, 12(2) and 15 of the Securities Act of 1933 and 20(a) of the Securities Exchange Act of 1934, and Rule 10b-5 promulgated thereunder. Accordingly, pursuant to Local Rule 3-5(a) of the Local Rules for the United States District Court, Northern District of California, the Court has jurisdiction pursuant to §22 of the 1933 Act, §27 of the 1934 Act, and 28 U.S.C. §§1331, 1337(a).

2. In connection with the acts and conduct alleged in this Complaint, defendants, directly or indirectly, used the means and instrumentalities of interstate commerce, including the mails, interstate telephone communications, and the facilities of a national securities exchange.

3. The San Jose Division is a proper venue for this action, pursuant to Local Rules 3-2(c) and 3-5(b) of the Local Rules for the United States District Court, Northern District of California. A substantial portion of the events, acts, omissions and transactions complained of herein occurred in this District and Division. Defendants conducted substantial business and committed alleged wrongful acts in this District and Division.

4. Venue is proper in this District and Division pursuant to §22 of the 1933 Act, §27 of the 1934 Act, and 28 U.S.C. §§1391(a)(2) and 1391(b)(2).

5. Plaintiffs Constantine Sola and Berta Sola, as joint trustees, together held 548 shares of Cal Jockey and Bay Meadows Op. during the defined Class Period, which were then transferred to Patriot shares through the merger. Plaintiffs were damaged by the merger.

6. Annette Liberty held 604 shares of Cal Jockey and Bay Meadows Op. during the defined Class Period, which were then transferred to Patriot shares through the merger. Plaintiff was damaged by the merger.

7. Plaintiff Martin Liberty held 604 shares of Cal Jockey and Bay Meadows Op. during the defined Class Period, which were then transferred to Patriot shares through the merger. Plaintiff was damaged by the merger.

8. Plaintiff Valerie Liberty held 604 shares of Cal Jockey and Bay Meadows Op. during the defined Class Period, which were then transferred to Patriot shares through the merger. Plaintiff was damaged by the merger.

9. Plaintiff Christopher Liberty held 604 shares of Cal Jockey and Bay Meadows Op. during the defined Class Period, which were then transferred to Patriot shares through the merger. Plaintiff was damaged by the merger.

10. Defendant Patriot American Hospitality, Inc. ("New Patriot REIT") is incorporated under the laws of the State of Delaware. New Patriot REIT maintains its headquarters at 1950 Stemmons Freeway, Suite 6001, Dallas, Texas, where it has its principal place of business. Prior to the merger, New Patriot REIT was also called Patriot American Hospitality, Inc., which predecessor is referred to herein as "Old Patriot REIT." On July 1, 1997, Old Patriot REIT merged with and into Cal Jockey, and Cal Jockey then changed its name to "Patriot American Hospitality, Inc." New Patriot REIT does business, and has hotel properties, in the San Jose District.

11. Defendant Wyndham International, Inc. ("Wyndham") is incorporated under the laws of the State of Delaware. Wyndham maintains its headquarters at 1950 Stemmons Freeway, Suite 6001, Dallas, Texas, where it has its principal place of business. On July 1, 1997, as a result of the merger between Bay Meadows and Patriot, Bay Meadows Op. changed its name to "Patriot American Hospitality Operating Company" ("New Patriot Operating Company"). On January 5, 1998, as a result of the merger between Patriot and Wyndham Hotel Company, Wyndham Hotel Company merged with and into Patriot, and New Patriot Operating Company changed its name to "Wyndham International, Inc." ("Wyndham"). Wyndham does business, and has hotel properties, in the San Jose District.

12. Defendant PAH GP, Inc. ("PAH GP") is a wholly owned subsidiary of New Patriot REIT, and does business in this District. PAH GP acts as the general partner and the holder of a 1% general partnership interest in defendant Patriot American Hospitality Partnership, L.P.

13. Defendant PAH LP, Inc., ("PAH LP"), is a wholly owned subsidiary of New Patriot REIT, and does business in this District. PAH LP owns an approximate 88% limited partner interest in defendant Patriot American Hospitality Partnership, L.P.

14. Defendant Patriot American Hospitality Partnership, L.P. ("Patriot Partnership"), is a limited partnership, and does business in this District. Patriot Partnership was formed in connection with Old Patriot REIT's initial public offering, and Old Patriot REIT contributed its assets to the partnership in exchange for units of limited partnership interest.

15. Defendant Wyndham International Operating Partnership, L.P. ("Wyndham Partnership"), is a limited partnership, and does business in this District. Prior to the merger between Patriot and Wyndham, Wyndham Partnership was known as the Patriot American Hospitality Operating Ownership, L.P. Wyndham holds approximately 1% general partnership interest and 87% limited partnership interest in the Wyndham Partnership. Wyndham Partnership, Patriot Partnership, PAH GP, and PAH LP are collectively referred to herein as the "Operating Partnerships."

16. Defendant Paine Webber Group, Inc. ("Painewebber") is incorporated under the laws of the State of Delaware. Painewebber maintains its headquarters and principal place of business at 1285 Avenue of the Americas, New York, N.Y. Painewebber does business in this District, and specifically maintains offices in the San Jose District.

17. This action is brought on behalf of plaintiffs and all other similarly situated persons and entities, except defendants, who were shareholders of Cal Jockey and Bay Meadows Op., a paired stock, collectively referred to as Bay Meadows, and who subsequently became shareholders of New Patriot REIT, New Patriot Operating Company, and Wyndham International, Inc., collectively referred to as Patriot, as a result of the reverse merger of the companies on or about July 1, 1997.

18. The class includes all persons and entities who acquired Patriot shares, warrants, options or other rights to acquire Patriot shares, in exchange of shares, warrants, options or other rights to acquire shares of Bay Meadows, in connection with Patriot's merger with Bay Meadows.

19. Plaintiffs bring this action as a class action under Federal Rule of Civil Procedure, Rule 23(a) and (b)(3).

20. The Class Period is from June 2, 1997, when a Joint Proxy Statement and Prospectus was issued, to the date of the filing of this Complaint. The class is defined as follows:

All former shareholders of the California Jockey Club and Bay Meadows Operating Company who as a result of the merger which occurred on or about July 1, 1997 between California Jockey Club, Bay Meadows Operating Company and Patriot American Hospitality, Inc., became shareholders in the successor companies, Patriot American Hospitality, Inc. and Patriot American Hospitality Operating Company, later Wyndham International Inc. Excluded from the class are the defendants herein, and the subsidiaries, affiliates, or controlled persons or entities of any of the corporate defendants.

21. The members of the Class are so numerous that joinder of all members is impracticable. At the time of the merger, Bay Meadows Op. and Cal Jockey had approximately six million shares of paired common stock outstanding. Class members can be identified from business records of Patriot.

22. Plaintiffs will fairly and adequately protect the interests of the members of the Class and have retained counsel competent and experienced in class and securities litigation. Plaintiffs have no interests which are contrary to or in conflict with those of the Class members which they seek to represent.

23. A class action is superior to other available methods for the fair and efficient adjudication of this controversy since joinder of all members is impracticable. The damages suffered by individual members may be relatively small, and the expense and burden of individual litigation make it virtually impossible for the Class members to individually seek redress for the wrongs done to them. Plaintiffs know of no difficulty which will be encountered in the management of this litigation which would preclude its maintenance as a class action.

24. Plaintiffs' claims are typical of the claims of the members of the Class, as plaintiffs and the Class were induced to trade and transfer their shares of Bay Meadows Op. and Cal Jockey stock, through the merger, for shares of Patriot and the post-merger entities, based upon the same false statements and were damaged thereby.

25. There is a well-defined community of interest in the questions of law and fact involved in this case. Common questions of law and fact exist as to all members of the Class, and predominate over any questions affecting solely individual members of the Class. Among questions of law and fact common to the class are:

a. whether the 1933 Act was violated by defendants;

b. whether the 1934 Act was violated by defendants;

c. whether defendants misrepresented material facts;

d. whether defendants failed to disclose material facts;

e. whether defendants acted with scienter; and

f. whether Class members were damaged and the measure of damages.

26. The names and address of the class members are available from the business records of Patriot. Since Patriot sends periodic mail to its shareholders, it will have the most current addresses for the Class members. Notice can be provided to the Class members by first class mail and by using other techniques customarily used in class actions arising under the federal securities law.

27. Patriot, including its predecessor and successor entities, is and was listed on the New York Stock Exchange, a highly efficient market, under the symbol "PAH," and following the merger with Bay Meadows, traded as a paired entity.

Background of Bay Meadows

28. Since 1934, Bay Meadows has owned and operated a horse racetrack in San Mateo County. Bay Meadows has also provided a steady stream of dividends, based on the racetrack operations, to its shareholders, while incurring little debt to finance its operations.

29. Cal Jockey and Bay Meadows Op. operated as REIT, which are not treated as corporations for federal income tax purposes. Accordingly, REITs are not taxed at the corporate level on their "real estate investment trust taxable income" that is distributed to shareholders. REITS eliminate "double taxation" on earnings, where taxes are imposed at both the corporate and stockholder levels. While a REIT pays no federal income tax on its earnings, it must distribute 95% of its taxable dividends to shareholders. To qualify as a REIT, a company can only own assets, traditionally, real estate, but cannot operate or manage the assets. Cal Jockey generated revenue through the lease or sale of its assets at Bay Meadows.

34. To avoid paying another company property management fees, certain REITs created a separate corporation to operate the business. The REIT then "paired" the stock of the two companies so that stockholders owned the same number of shares in the REIT and the paired operating company. However, Congress barred this structure, except for those paired corporations that existed as of June 1983.

35. Since Cal Jockey and Bay Meadows Op. incorporated under a "paired" ownership structure in 1983, it was exempted for the paired share bar. Cal Jockey's shares are "paired" with Bay Meadows Op. shares, and traded as a single unit. Thus, prior to the merger, Bay Meadows Op. was the operating company for Cal Jockey, and while Cal Jockey owned the Bay Meadows property and racetrack, the operations of horse racing were conducted by Bay Meadows Op., which leased the property and made payments to Cal Jockey.

36. Bay Meadows provided a consistent and stable investment for the plaintiffs and the class, with steady income stream, as well as the prospect of generating additional substantial cash from the sale of its valuable land assets. Moreover, for a company of its size and type of business, Bay Meadows was amazingly free from debt. At the time of the merger, Cal Jockey had a line of credit available from a bank, but had made no borrowings against it and pledged no collateral. All of these factors led the plaintiffs and the class to believe their investment in Bay Meadows was safe and secure.

37. The Bay Meadows' property held a racetrack, grandstand, clubhouse and turf club, and contiguous parcels of land, including a 38-acre parcel containing a barn and stable area, and a 40-acre parcel containing the practice track. Bay Meadows managed these real estate holdings and derived most of its income through the lease and operations. The property has long been known as one of the last prime locations on the Peninsula for potential commercial development, adjacent to Highway 101 and halfway between San Francisco and San Jose.

38. In May 1995, Cal Jockey agreed to sell the 39-acre stable area to Franklin Resources, based in San Mateo County, for $21 million, so that Franklin Resources could develop a campus and office space at the location. In December 1995, Cal Jockey agreed to sell an adjacent parcel, including the 40-acre practice track, to Lee Iacocca & Associates, Inc., for about $30 million, so that Iacocca could develop retail stores and a hotel.

Background of Patriot

39. Patriot was founded by Paul Nussbaum, who served as Chairman of the Board of Directors and Chief Executive Officer until 1999. Nussbaum formed Patriot for the purpose of acquiring equity interests in hotel properties and to take advantage of tax benefits as a REIT. In October 1995, Patriot completed its initial public offering, and commenced operations with $350 million in assets. Defendant Painewebber was the managing underwriter for Patriot's initial public offering.

Patriot Targets Bay Meadows

40. In order to obtain the type of growth Patriot envisioned and keep up with its competitors, defendants began looking for a company using a similar paired REIT structure to use as a shell to carry out its expansion. It made no difference to defendants what underlying business the paired REIT was engaged in, so long as they obtained the corporate shell. Patriot discovered that there were few paired REITs in existence. However, in or about 1996, defendants learned of and quickly targeted the fiscal strength and stability of Bay Meadows, and its unique corporate REIT structure. The fact that Patriot wanted and needed Cal Jockey and Bay Meadows Op. to serve as the vehicle for their rapid expansion and equally rapid growth in debt was not disclosed to plaintiffs.

41. Defendants intended to essentially mortgage Bay Meadows' future by using Bay Meadows as a vehicle to accomplish enormous growth in hotel acquisitions and the commensurate increase in debt; which said increased debt was in excess of the norm for REITs and put the Bay Meadows shareholders at risk. Patriot discovered that Bay Meadows was one of the last possible merger partners, and that it would have to appear as an attractive merger opportunity for Bay Meadows, due to interest from other suitors.

42. In August 1996, Patriot retained Painewebber to approach and negotiate with Bay Meadows, on its behalf, to acquire Bay Meadows. After several sessions of negotiations, Painewebber was then retained to render an opinion as to the value of the Patriot and Bay Meadows merger and assist as a major principal in the merger.

43. In October 1996, Patriot entered into a merger agreement with Cal Jockey and Bay Meadows Op. to acquire Bay Meadows. Under the terms of the agreement, shareholders of Bay Meadows either had to convert their paired shares for shares in the new Patriot companies' common stock, or tender their shares for cash.

44. Defendants also made misrepresentations to Bay Meadows, its shareholders and directors, and the public, to boost the merger and hype the value placed on the shares by Painewebber. In the course of this planned hype, and while the Prospectus was being prepared and disseminated, Patriot already had plans for the herein alleged enormous growth and debt, some of which plans were put on hold so that the merger documents would not have to disclose this intent.

45. Patriot issued a press release on January 20, 1997, announcing its acquisition of four resort properties, and its decision to expand its line of credit from $250 million to $475 million with defendant Painewebber's affiliate, Paine Webber Real Estate Securities Inc., to fund the acquisitions. Patriot also described its "binding agreement to acquire a paired-share REIT structure, California Jockey and Bay Meadows Operating Company (ASE:CJ). The paired-share structure enables Patriot to manage as well as own hotels and resorts."

46. Patriot issued a press release on January 31, 1997, reporting "Record Fourth Quarter and Year-end Financial Results" and improvement in operating performance "across the portfolio" during the fourth quarter of 1996, including an 87% increase in funds from operations (FFO) and a 25% increase in FFO per share for the fourth quarter, a 121% increase in fourth quarter revenue compared to 1995, and an 89% increase in net income in the fourth quarter compared to 1995. Patriot also noted that "certain acquisitions" which it expected to complete in the fourth quarter were delayed until the first quarter of 1997, quoting Nussbaum: "A number of our pending acquisitions were pushed back, in light of the announcement of our merger with California Jockey Club and Bay Meadows Operating Company. In completing these acquisitions prior to the merger, we wanted to make sure we would have maximum flexibility with respect to leasing many of them to our paired company following completion of the merger. We have now formed appropriate structures to provide us with this flexibility."

47. Patriot issued a press release on February 4, 1997, announcing that five of its hotels had been selected by Conde Nast Traveler in their list of the top 500 hotels, and that Patriot's acquisition philosophy was on quality not quantity, "As the nation's second largest hotel REIT, we're in the enviable position of picking and choosing those acquisitions that add value to our portfolio rather than buying whatever comes our way."

48. However, no disclosure was made in any press releases about how such planned acquisitions and the debt connected therewith would increase the risk for the Bay Meadows shareholders and put the new Patriot REIT in a debt to equity position that was substantially beyond industry standards.

Announcement of Final Merger Agreement

49. On February 24, 1997, Patriot and Bay Meadows entered into an Agreement and Plan of Merger, superseding the October 31, 1996 agreement, whereby Patriot agreed to merge into Cal Jockey, with the new name being "Patriot American Hospitality, Inc.," and agreed to merge into Bay Meadows Op., with that company's new name to be Patriot American Hospitality Operating Company. The parties also agreed to form the Operating Partnerships, into which Cal Jockey and Bay Meadows Op.'s assets were placed, in return for Partnership interests. Substantially all of Patriot's operations were to be conducted through the Operating Partnerships. Concurrently, Patriot and Painewebber agreed that Painewebber would purchase Cal Jockey's real property, including the land subject to the Franklin and Iacocca agreements, for $83 million, following the close of the merger. Patriot would retain ownership of the improvements located on the land. Simultaneously, Painewebber and Patriot agreed to a ground lease covering the land on which the racecourse was situated, for a term of seven years. Patriot would then sublease the racecourse land and related improvements to the Patriot operating company.

50. Coincidentally, within one week of the announced merger agreement, William W. Evans left Painewebbber, where he was responsible for working with Patriot on the Bay Meadows merger, and served as the managing director of Painewebber's Real Estate Group, and joined Nussbaum in Patriot's Office of the Chairman. According to Patriot's press release announcing the move, Evans was "instrumental in identifying, pursuing and negotiating transactions on behalf of Patriot American, among other clients. Recently, Evans worked closely with Nussbaum on Patriot American's acquisition of California Jockey Club and Bay Meadows Operating Company which, when closed in May, will distinguish Patriot as one of only four real estate investment trusts (REITs) that can own and operate its properties through the newly created paired-share structure." At Patriot, Evans duties included "negotiating and closing corporate mergers and acquisitions." Evans stated, "Having been closely associated with Patriot American since its IPO, I'm very familiar with the company and its record of solid performance."

51. In April 1997, Patriot announced its agreement to acquire Wyndham for approximately $1.1 Billion in stock, cash and assumption of debt, creating "the nation's first fully integrated and nationally branded paired-share" hotel REIT. In the deal, Patriot reportedly acquired all of Wyndham's assets, including its portfolio of 23 hotels and 4,877 rooms, in return for $763 million, including $611 million in Patriot stock and $152 million in assumption or retirement of debt. Patriot also announced its agreement with Trammell Crow to acquire 11 hotels with 3,072 rooms for about $330 million in cash. At the same time, Patriot announced the signing of a commitment for a $1.4 billion line of credit with a syndicate of lenders, led by Painewebber, as well as Citicorp, Merrill Lynch and Bankers Trust. The credit facilities were structured as a $600 million revolving credit facility and up to $800 million in term loans. According to Patriot's Evans, the credit "will provide adequate financing for Patriot to complete its acquisition of Wyndham Hotel Corporation and 11 hotels from related Partnerships, refinance existing debt and fund Patriot's continuing hotel acquisition program." The credit line, secured by Patriot's assets, was to bear interest at "variable rates based on spreads over the London Interbank Offered Rate (LIBOR)."

52. Later in April 1997, Patriot reported first quarter 1997 earnings, including a 163% percent increase in total revenue, a 97% percent increase in FFO, and a 27% increase in FFO per share. This "record growth in revenues" was attributed to Patriot's acquisitions and concomitant focus on asset management strategies.

53. In May 1997, Patriot announced the replacement of its secured $1.4 billion credit facility, offered by Painewebber, Citicorp, Merrill Lynch and Bankers Trust, with another unsecured $1.2 billion credit facility, offered by Painewebber and Chase Manhattan. Patriot reported that it negotiated the new arrangements with Painewebber and Chase Manhattan to achieve more favorable pricing and status as an unsecured borrower.

Dissemination of Prospectus to Bay Meadows Shareholders

54. On or about June 2, 1997, Bay Meadows and Patriot issued a Joint Proxy Statement and Prospectus ("Prospectus"), and distributed it to all shareholders. The Prospectus, which was uniform in all material respects, contained representations which were false and/or misleading, or which omitted to state material facts necessary in order to make the statements made, in light of the circumstances which they were made, not misleading.

Misrepresentations and Concealments Regarding Expansion and Debt

55. The Prospectus failed to disclose defendants' true intentions and business strategy to incur substantial debt, through massive short-term debt instruments and equity forward financing contracts, largely underwritten by defendant Painewebber. While the Prospectus revealed that Patriot had entered into a commitment letter with Painewebber for a new credit facility which would allow a loan up to $1.2 billion, defendants failed to disclose that substantially all of the $1.2 billion facility was already committed and would dramatically increase Patriot's debt in the succeeding months. Defendants also failed to disclose their intent to increase such debt, at an exorbitant rate, in the near future, and made no disclosures about any additional costs, fees, or penalties from such debt, nor risks from default. There was also no disclosure in merger documents about industry norms for debt to equity rations for REITs, nor of the percentage of debt to equity provided, other than the positive assurances in the public documents that debt to market capitalization would not exceed 40%. Such assurances, based on a measure far less meaningful than the debt to equity ratio on the hotel properties and assets, presented a false sense of security.

56. Defendants failed to inform plaintiffs and the Class that it planned to enter into equity forward contracts with defendant Painewebber, amongst others. These contracts are exotic debt instruments, whereby the borrower agrees to repay from equity pegged at a price in the future. In essence, the company bets that its stock price will increase so the loan can be covered. If the stock drops, the company loses the bet and must pay the loan from other sources. The Prospectus failed to make any disclosures about such equity forward contracts, the obligations incurred as a result of such debt by Patriot, nor Painewebber's inherent conflict in entering into such contracts with Patriot. Patriot received a $95 million equity forward with UBS, a $125 million equity forward with NationsBanc Montgomery Securities and a $139 million equity forward with Painewebber. As of March 18, 1999, Patriot had delivered 79 million shares to these parties as collateral, in addition to about 12.5 million paired shares already owned by them.

Misrepresentations and Concealments Regarding Conflicts of Interest

57. Defendants further failed to disclose the nature, extent and effect of Patriot's relationship with Painewebber, including Painewebber's work for Patriot. While some of Painewebber's work was disclosed to plaintiffs and the Class, amidst the hundreds of pages of boilerplate Prospectus and merger documents, defendants failed to disclose the conflict of interest. For example, at the same time that Painewebber was retained by Patriot to act as its financial advisor in connection with the possible merger with Bay Meadows, and to negotiate with the parties and render financial advice to Patriot with regard to the merger, Painewebber agreed to provide a fairness opinion regarding the value of Bay Meadows. Prior to this time, and as far back as Patriot's initial formation, Painewebber served as Patriot's investment advisor, helped Patriot finance its early hotel acquisitions, and took the company public as a REIT. Patriot was one of Painewebber's biggest clients and with the Bay Meadows merger, it also became its lender and lessor. Painewebber was also able to purchase hotels for Patriot at below market prices. As a result, Patriot had fewer hotel properties to generate income.

58. Prior to the merger, Patriot agreed to sell substantially all of Cal Jockey's real estate to Painewebber's real estate affiliate following the merger, for approximately $78 million. Under the agreement, Patriot retained ownership of the improvements on the land, and Painewebber only had to grant a seven-year ground lease covering the land on which the racecourse was situated.

59. Painewebber also advised Patriot, at least initially, against entering into equity forward debt and instead recommended that Patriot sell stock. However, when Painewebber saw that Patriot could obtain equity forward programs from other lenders, it was afraid that it would lose Patriot's business and thus entered into equity forward programs with Patriot for $139 million, which Painewebber knew to be risky to Patriot because of Patriot's financial condition and which Painewebber knew created a conflict of interest.

60. Painewebber served as the underwriter for Patriot's 1995 initial public offering, along with Montgomery Securities, Salomon Brothers Inc. and Smith Barney Inc. Patriot obtained a line of credit for up to $165 million from Painewebber's real estate affiliate, Painewebber Real Estate, to fund the acquisition of additional hotels, renovations, and for general working capital purposes. The line of credit matured in October 1998. In January 1997, the line of credit was increased to $475 million, of which Patriot had more than $471 million outstanding at the time the Joint Proxy and Prospectus was distributed to plaintiffs, secured by 38 of Patriot's hotels. In addition, prior to the merger, Patriot entered into a commitment letter with Painewebber and Chase to expand and replace the line of credit with a new credit facility for $1.2 billion, and Painewebber agreed to increase Patriot's line of credit from $475 million to $625 million.

61. Notwithstanding such conflicts of interest, on October 29, 1996, Painewebber delivered its opinion, which it knew would be included in the Prospectus sent to shareholders. Painewebber gave a misleading valuation of the true value of Patriot, upon its acquisition of the paired share structure from Bay Meadows, making it more attractive to the Bay Meadows shareholders than it actually was to induce the shareholders to vote in favor of the merger. The Prospectus represented to the shareholders that Painewebber valued the shares at between $33.48 and $39.50 per share. There was no disclosure that Painewebber had a conflict of interest due to its relationship with Patriot, and in fact, the Prospectus affirmatively represented that Painewebber had no conflict.

62. At the time of the merger, Painewebber, as a principle financial advisor and lender to Patriot, knew that Patriot would carry an increasing and substantial debt, and extremely high debt-to-total-market-capitalization ratios, particularly for hotel REIT's, which would put the company at high risk.

Patriot's Disastrous Post-Merger Expansion

63. On July 1, 1997, Patriot announced that shareholders had approved Patriot's merger with Cal Jockey and Bay Meadows Op. As a result, Patriot became one of only two paired-share hotel REIT's in the country. Patriot's Nussbaum called the merger a "springboard for the company's strategic growth."

64. As part of the merger, each Patriot share was converted into the right to receive 0.51895 shares of both the REIT and the Operating Company. As of July 1, 1997, Patriot's closing price on the New York Stock Exchange was $24 per share (after application of the exchange ratio, $46.24 per share). Patriot also announced a two-for-one stock split in the form of a stock dividend, with a record date of July 15, 1997. As of the merger on July 1, 1997, Patriot's debt was approximately $482.9 million, or less than 31% of total market capitalization.

65. Following the merger, Patriot announced additional acquisitions and a consistent increase in revenues from its expanding operations. However, at the same time, Patriot was taking on massive amounts of debt. On July 23, 1997, announced that it had closed on the first stage of its $1.2 billion credit facilities arranged with Painewebber, the $700 million unsecured revolving credit line. Patriot announced that the remaining $500 term loan with Painewebber and Chase Manhattan was expected in the Fall with the close of the Wyndham acquisition. Patriot immediately used the credit line to repay its existing debt. Patriot's Evans stated, "Our new unsecured credit facility provides us with significant balance sheet flexibility and will be important for the financing of our acquisition of Wyndham and other hotel properties, aw well as other pending acquisitions in the near future. This significant credit facility also represents our first step toward our goal of becoming a rated credit in the capital market."

66. In late July 1997, Patriot announced that it had completed an offering of 9.2 million paired shares of common stock, "pursuant to an existing shelf registration statement" which Painewebber assisted in and led the underwriting group. The offering, priced at $24 per paired share, generated gross proceeds of $220.8 million, with net proceeds expected to total approximately $210 million. The proceeds were to be used to reduce outstanding debt incurred on the companies' revolving credit facility. Assuming all of the proceeds were applied to Patriot's outstanding debt, the total debt would be approximately $523.8 million or 23 percent of Patriot's total market capitalization.

67. In late December 1997, Patriot announced shareholder approval of Wyndham Hotel Corporation's merger with and into Patriot. In connection with the merger, consummated on January 5, 1998, New Patriot Operating Company changed its name to "Wyndham International, Inc." and Patriot paired with Wyndham continued to trade on the New York Stock Exchange. Patriot also announced a private placement offering of 3,250,000 paired shares at a net price of $28.8125 per paired share to Union Bank of Switzerland, proceeds of which were to be used to reduce indebtedness of Patriot's unsecured revolving credit facility. In February 1998, Patriot, Wyndham and Interstate Hotels merged, and Patriot was the surviving company. By the end of the year, Patriot had grown its debt to equity ratio on hotel assets far in excess of its stated values at the time of the merger, and beyond industry norms, even for hotel REITs. The bulk of this increase in debt was anticipated, in fact planned, but undisclosed at the time of the merger.

68. In 1998, Patriot obtained additional financing to expand acquisition activity, including $1.45 billion in financing from Chase Manhattan and Painewebber to complete the acquisition of Interstate Hotels. These loans included a $400 million one-year loan, a $450 million two-year loan and a $600 million five-year loan. By the end of the third quarter of 1998, Patriot had amassed almost $4 billion in debt, and Patriot reported a net loss of $59.4 million or $1.09 per share on revenue of $603.9 million.

69. In November 1998, UBS reported that Patriot was in default on one equity forward contract. To make payment, Patriot agreed to sell a group of seven hotels and controlling interest in its Interstate Hotel Management, Inc. for $165 million to affiliates of Painewebber Real Estate Securities Inc. As part of the deal, Painewebber also agreed to extend the term of $138 million in debt. Patriot also agreed to sell interests in four hotels to one of its directors.

70. By December 1998, Patriot's high-risk loan obligations and future equity contracts were starting to mature. Indeed, Patriot had almost $1 billion in loans outstanding with maturities during the first three months of 1999. Patriot found itself faced with having to satisfy hundreds of millions of dollars in debt obligations, by paying cash which it did not have or issuing tens of millions of new shares, which would have substantially depressed the market for Patriot stock, and destroyed its capital structure. At the same time, Patriot's stock had plummeted to approximately $8 per share. To finance Patriot's buying spree of more than 450 hotels, defendants' decision to bet the entire assets of the company on the price of the stock on any given day had backfired. The undisclosed financing scheme forced the company to issue more shares of stock to cover the outstanding loans thereby diluting its pool of existing stock. As a result, in 1998, Patriot's shares lost almost 75% of their value.

71. Given Patriot's enormous debt obligations, coupled with its severely reduced stock price, rumors began to circulate that Patriot creditors would force it to file for Chapter 11 bankruptcy protection. In late 1998, Patriot retained Morgan Stanley Dean Witter and Chase Securities to help them evaluate alternatives, primarily the sale of control of the company.

72. Although several bidders were purportedly considered, Patriot focused discussions with the Apollo Group, including members of which that had an existing equity interest in Patriot, and a personal and professional relationship with Nussbaum.

73. In December 1998, Patriot announced that it had entered into a Letter of Intent with Apollo to effectively sell control of the company in return for sufficient funds to pay its equity forward contracts. Apollo would make an equity investment of $1,000,000,000 in Patriot, obtaining Convertible Preferred Stock, as well as controlling membership on Patriot's board of directors. In addition, Patriot agreed to pay $21 million in fees to Apollo.

74. On or about January 12, 1999, a class action was filed against Nussbaum, Apollo, and others related to the proposed transaction, asking to enjoin the transaction. On April 28, 1999, Patriot issued a press release to announce its agreement to offer shareholders the right to purchase up to $300 million of convertible preferred stock, as part of a proposed settlement of the class action lawsuit.

75. In February 1999, Patriot sold its interests in the Bay Meadows racetrack for approximately $3.4 million, after closing costs. Patriot also terminated its lease to Wyndham for the racecourse facilities.

76. Patriot has now announced that it will abandon its REIT status and become a C-corporation. As a result, Patriot will not have to pay out most of its net income to shareholders in the form of dividends.

77. Patriot, including defendants New Patriot REIT and Wyndham, and their predecessor entities, through their officers and directors, including Paul Nussbaum, the former Chief Executive Officer and Chairman of the Board of Directors of New Patriot REIT and a director of Wyndham, William W. Evans, III, the President, Chief Operating Officer and director of New Patriot REIT and Executive Vice President of Wyndham, and James D. Carreker, Chief Executive Officer and Chairman of the Board of Directors of New Patriot REIT and Wyndham, controlled and/or possessed the power and authority to control the contents of the information disseminated by defendants to the plaintiff class. On behalf of Patriot, the officers and directors, including Nussbaum and Evans, and after the Wyndham merger, Carreker, signed documents included within the Joint Proxy Statement and Prospectus (Nussbaum only), and/or the filings submitted to the Securities & Exchange Commission, participated in the issuance of press releases and other public statements, in which they were quoted, had day-to-day involvement with Patriot, and were the primary decision-makers for the company. The officers and directors, including Nussbaum, Evans and/or Carreker, by virtue of their positions at Patriot, and their access to public and non-public information available to them (and not to the investing public), knew that each of the adverse facts specified herein had not been disclosed and were being concealed from the investing public, and that the positive representations being made were thereby rendered false and misleading. Patriot, through its officers and directors, had the motive to allow the false statements and omissions in order to cause and ensure Patriot's merger with Bay Meadows. New Patriot REIT and Wyndham controlled defendants PAH GP, Inc., PAH LP Inc., Patriot Partnership and Wyndham Partnership.

78. Defendant Painewebber, through its officers and directors, acted as the underwriter, market maker and financial advisor to the pre-merger companies of Patriot, as well as the new merged entities. Painewebber provided financial advisory and investment banking services, engaged in full discussions with the merging companies, issued a fairness opinion, and assisted with the preparation and dissemination of the Prospectus and filings with the Securities and Exchange Commission. During the negotiations with Cal Jockey, William W. Evans III was a managing director in Painewebber's Real Estate group which structured the purchase by Painewebber of the 175 acres of real property owned by Bay Meadows following the merger. In March 1997, just prior to the merger, Evans began serving in the office of the chairman of Patriot advising Nussbaum on the merger details. At all relevant times, both Painewebber, through its officers and directors, and Evans, knew that each of the adverse facts specified herein had not been disclosed and were being concealed from the investing public, and that the positive representations being made were thereby rendered false and misleading. Painewebber, through its officers and directors, had the motive to allow the false statements and omissions in order to cause and ensure Patriot's merger with Bay Meadows.

79. The statutory safe harbor provided under 15 U.S.C. §78u-5 for forward-looking statements under certain circumstances does not apply to the defendants' false statements and material omissions alleged in this Complaint. The "safe harbor" for forward looking statements is not applicable, pursuant to 15 U.S.C. §78u-5(b)(2) as the alleged forward looking statements were contained in a prospectus issued by defendants and disseminated to plaintiffs in connection with a tender offer. Defendants' statements were not identified as forward-looking statements when made, they were not accompanied by meaningful cautionary statements identifying important factors which could cause actual results to differ materially from those in forward-looking statements, or they were not forward-looking statements within the meaning of the statute. To the extent any statements pleaded herein are considered to be "forward-looking," the defendants are liable for those statements because at the time each of those statements was made, the speaker knew that the statement was false and the statement was authorized and/or approved for issuance by the defendants who knew that those statements were false when made.

80. Plaintiffs make the allegations based upon the investigation of counsel, a review of the Joint Proxy and Prospectus of June 2, 1997, press releases, media reports, and discussions with consultants. Plaintiffs believe that substantial evidence exists for the allegations set forth in this Complaint, and that further substantial evidentiary support for the allegations will be shown to exist after a reasonable opportunity for discovery.

81. Plaintiffs incorporate all of the allegations set forth above. This claim is asserted by plaintiffs and the Class against all defendants for violation of Section 12(2) of the 1933 Act.

82. The defendants, and each of them, violated Section 12(2) of the 1933 Act by virtue of their participation in the merger, and dissemination of the Joint Proxy and Prospectus, and the exchange of stock. The defendants, and each of them, actively and jointly caused to be drafted, revised and approved the Registration which was provided to plaintiffs and the Class, finalized it and caused it to become effective. Defendants, and each of them, acted by the use of means or instruments of transportation or communication in interstate commerce, or of the mails, by means of the Joint Proxy and Prospectus, which included untrue statements of material facts or omitted to state material facts necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, as alleged above.

83. Plaintiffs and members of the Class did not know of such untruths or omissions and could not in the exercise of reasonable care have known of such untruths or omissions.

84. But for these defendants having drafted, filed, signed and/or distributed the Joint Proxy Statement and Prospectus, the merger between Bay Meadows and Patriot would not have closed and plaintiffs and the Class, ultimately through the merger, would not have received Patriot common stock.

85. Absent the selling efforts by defendants, the merger between Bay Meadows and Patriot could not and would not have been accomplished. At all relevant times, these defendants knew, or in the exercise of reasonable care should have known, of the misstatements and omissions contained in the Joint Proxy Statement and Prospectus, as set forth above.

86. Because of the conduct alleged herein, defendants have violated Section 12(2) of the 1933 Securities Act. As a direct and proximate cause of the defendants' violation of Section 12(2), plaintiffs and members of the Class have sustained damage, including injuries in connection with their transfer of Bay Meadows' stock for, ultimately, stock of Patriot. Plaintiffs and the Class seek rescission to recover the consideration paid for such securities, with interest thereon, or to receive payment from the defendants for damages sustained. Plaintiffs hereby tender their Patriot shares to defendants in exchange for the value of the consideration paid or transferred for such shares, plus interest. In the alternative, plaintiffs and the Class seek recovery of damages in an amount to be proven at trial.

87. Plaintiffs incorporate all of the allegations set forth above. This claim is asserted by plaintiffs and the Class against all defendants for violation of Section 10(b) of the 1934 Act, and Rule 10b-5 promulgated thereunder.

88. During the Class Period, defendants, and each of them, individually and in concert, engaged in a plan, scheme, and unlawful course of conduct pursuant to which they knowingly and recklessly engaged in acts, transactions, practices and courses of business which operated as a fraud upon plaintiffs and other members of the Class. Defendants made untrue statements of material fact and omitted to state material facts necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading which operated as a fraud and deceit upon plaintiffs and the Class who received Patriot stock as part of the Bay Meadows/Patriot merger.

89. The purpose and effect of this scheme was to artificially inflate the price of Patriot's stock to induce the shareholders of Bay Meadows Op. and Cal Jockey to accept the offer of Patriot stock offered in exchange for their stock holdings, at artificially inflated prices. During the Class Period, defendants issued public statements and reports, including the Joint Proxy Statement and Prospectus, as described herein above, were materially false and misleading in violation of Section 10(b) and Rule 10(b)-5.

90. Each of the defendants knew or recklessly disregarded the facts that the above acts and practices, misleading statements and omissions would adversely affect the integrity of the market in Patriot common stock and artificially inflate or maintain the prices of such stock. Defendants, by acting as described herein, did so knowingly or in such a reckless manner as to constitute a fraud and deceit upon plaintiffs and the Class.

91. As a result of the dissemination of the false and misleading statements, the market price of Patriot's common stock was artificially inflated at the time of the merger. In ignorance of the adverse facts concerning Patriot's business concealed by the defendants, plaintiffs and members of the Class accepted Patriot stock in exchange for their Bay Meadows stock at artificially inflated prices, relying upon the integrity of the market, and were damaged thereby.

92. Plaintiffs incorporate all of the allegations set forth above. This claim is asserted by plaintiffs and the Class against all defendants for violation of Section 11 of the 1933 Act.

93. Defendants, and each of them, violated Section 11 of the 1933 Act in that the Joint Proxy and Prospectus for the merger contained untrue statements of material facts and omitted to state material facts necessary in order to make the statements made, in light of the circumstances in which they were made, not misleading.

94. Defendants, and each of them, had the duty of conducting a "due diligence" investigation of the information contained in the Joint Proxy and Prospectus for the merger before the dissemination to shareholders and the merger, and failed to satisfy that duty. Defendants, and each of them, owed to the former Bay Meadows' shareholders, including plaintiffs and the Class, the duty to ensure that the statements contained in the Joint Proxy and Prospectus were true and complete and that there was no omission to state material facts required to be stated in order to make the statements contained therein not misleading. By virtue of the misrepresentations and omissions contained in or omitted from the Joint Proxy and Prospectus, as herein alleged, defendants, and each of them, are liable to plaintiffs and the Class.

95. Defendants, and each of them, issued, caused to be issued and participated in the issuance of materially false and misleading written statements to plaintiffs and the Class which were contained in the Joint Proxy Statement and Prospectus, which misrepresented or failed to disclose the facts set forth above. By reason of the conduct herein alleged, defendants violated Section 11 of the 1933 Act.

96. Plaintiffs and the Class acquired their Patriot common stock without the knowledge of the untruths and/or omissions contained herein.

97. As a direct and proximate result of defendants' misconduct and material misstatements and omissions contained in the Joint Proxy and Prospectus, plaintiffs and the Class suffered substantial damages in connection with the exchange of stock from the merger between Bay Meadows and Patriot.

98. This action was brought within one year after the discovery of the untrue statements and omissions (and within one year after such discovery should have been made in the exercise of reasonable diligence) and within three years after the merger between Bay Meadows and Patriot.

WHEREFORE, plaintiff, on behalf of himself and the plaintiff class, prays for judgment as follows:

1. Declaring this action to be a proper class action pursuant to Rules 23(a) and 23(b)(3) of the Federal Rules of Civil Procedure on behalf of the Class defined herein, and declaring plaintiffs to be proper class representatives and plaintiffs' counsel as counsel for the class;

2. Awarding plaintiffs and all members of the class compensatory damages in an amount to be proven at trial;

3. Awarding plaintiffs and members of the Class pre-judgment interest, as well as reasonable attorneys' fees, expert witness fees and other costs;

4. Awarding such other relief as this Court may deem just and proper.

Plaintiffs hereby demand a trial by jury.

I, Constantine Sola, declare as to the claims asserted under the federal securities laws:

1. I am a named Plaintiff in the Complaint against Patriot American Hospitality, Inc., Wyndham International, Inc., PAH GP, Inc., PAH LP, Inc., Patriot American Hospitality Partnership, L.P., Wyndham International Operating Partnership, L.P., and Paine Webber Group, Inc., which is being filed on my behalf and on behalf of all others similarly situated. I make this sworn certification pursuant to 15 U.S.C. §78 u-4(a)(2).

2. I have reviewed the Complaint, which is being filed on my behalf and on behalf of all others similarly situated, and I authorized it to be filed.

3. I did not purchase the securities that are the subject of this action, namely shares of California Jockey Club, Bay Meadows Operating Company, Patriot American Hospitality, Inc., Patriot American Hospitality Operating Company or Wyndham International, Inc., at the direction of Plaintiffs' counsel nor to participate in any private action arising under 15 U.S.C. §§78a, et. seq.

4. I am willing to serve as a plaintiff class representative, including providing testimony at deposition and trial, if necessary.

5. During the Class Period specified in the Complaint, I made the following transaction(s) in securities that are the subject of this action: I, together with my wife Berta Sola, owned paired shares of California Jockey Club and Bay Meadows Operating Company, which we exchanged as part of a merger with Patriot American Hospitality, Inc. Pursuant to the merger stock exchange on July 1, 1997, we acquired and currently own 548 shares of Patriot American Hospitality, Inc., as well as Patriot American Hospitality Operating Company, which is now called Wyndham International, Inc.

6. During the three-year period prior to the date of this certification, I have neither sought to serve nor served as a representative party on behalf of a class in any action under the Securities Exchange Act of 1934.

7. I agree not to accept any payment for serving as a representative party on behalf of the class beyond my pro rata share of any recovery, except such reasonable costs and expenses (including loss wages) directly relating to the representation of the class, as ordered or approved by the Court.

I declare under penalty of perjury under the laws of the United States of America that the foregoing is true and correct. Executed this ___ day of June 1999 at ____________________, California.

I, Berta Sola, declare as to the claims asserted under the federal securities laws:

1. I am a named Plaintiff in the Complaint against Patriot American Hospitality, Inc., Wyndham International, Inc., PAH GP, Inc., PAH LP, Inc., Patriot American Hospitality Partnership, L.P., Wyndham International Operating Partnership, L.P., and Paine Webber Group, Inc., which is being filed on my behalf and on behalf of all others similarly situated. I make this sworn certification pursuant to 15 U.S.C. §78 u-4(a)(2).

2. I have reviewed the Complaint, which is being filed on my behalf and on behalf of all others similarly situated, and I authorized it to be filed.

3. I did not purchase the securities that are the subject of this action, namely shares of California Jockey Club, Bay Meadows Operating Company, Patriot American Hospitality, Inc., Patriot American Hospitality Operating Company or Wyndham International, Inc., at the direction of Plaintiffs' counsel nor to participate in any private action arising under 15 U.S.C. §§78a, et. seq.

4. I am willing to serve as a plaintiff class representative, including providing testimony at deposition and trial, if necessary.

5. During the Class Period specified in the Complaint, I made the following transaction(s) in securities that are the subject of this action: I, together with my husband Gus Sola, owned paired shares of California Jockey Club and Bay Meadows Operating Company, which we exchanged as part of a merger with Patriot American Hospitality, Inc. Pursuant to the merger stock exchange on July 1, 1997, we acquired and currently own 548 shares of Patriot American Hospitality, Inc., as well as Patriot American Hospitality Operating Company, which is now called Wyndham International, Inc.

6. During the three-year period prior to the date of this certification, I have neither sought to serve nor served as a representative party on behalf of a class in any action under

the Securities Exchange Act of 1934.

7. I agree not to accept any payment for serving as a representative party on behalf of the class beyond my pro rata share of any recovery, except such reasonable costs and expenses

(including loss wages) directly relating to the representation of the class, as ordered or approved by the Court.

I declare under penalty of perjury under the laws of the United States of America that the foregoing is true and correct. Executed this ___ day of June 1999 at ____________________, California.

I, Annette Liberty, declare as to the claims asserted under the federal securities laws:

1. I am a named Plaintiff in the Complaint against Patriot American Hospitality, Inc., Wyndham International, Inc., PAH GP, Inc., PAH LP, Inc., Patriot American Hospitality Partnership, L.P., Wyndham International Operating Partnership, L.P., and Paine Webber Group, Inc., which is being filed on my behalf and on behalf of all others similarly situated. I make this sworn certification pursuant to 15 U.S.C. §78 u-4(a)(2).

2. I have reviewed the Complaint, which is being filed on my behalf and on behalf of all others similarly situated, and I authorized it to be filed.

3. I did not purchase the securities that are the subject of this action, namely shares of California Jockey Club, Bay Meadows Operating Company, Patriot American Hospitality, Inc., Patriot American Hospitality Operating Company or Wyndham International, Inc., at the direction of Plaintiffs' counsel nor to participate in any private action arising under 15 U.S.C. §§78a, et. seq.

4. I am willing to serve as a plaintiff class representative, including providing testimony at deposition and trial, if necessary.

5. During the Class Period specified in the Complaint, I made the following transaction(s) in securities that are the subject of this action: I owned paired shares of California Jockey Club and Bay Meadows Operating Company, which I exchanged as part of a merger with Patriot American Hospitality, Inc. Pursuant to the merger stock exchange on July 1, 1997, I acquired and currently own 604 shares of Patriot American Hospitality, Inc., as well as Patriot American Hospitality Operating Company, which is now called Wyndham International, Inc.

6. During the three-year period prior to the date of this certification, I have neither sought to serve nor served as a representative party on behalf of a class in any action under the Securities Exchange Act of 1934.

7. I agree not to accept any payment for serving as a representative party on behalf of the class beyond my pro rata share of any recovery, except such reasonable costs and expenses (including loss wages) directly relating to the representation of the class, as ordered or approved by the Court.

I declare under penalty of perjury under the laws of the United States of America that the foregoing is true and correct. Executed this ___ day of June 1999 at ____________________, California.

I, Martin Liberty, declare as to the claims asserted under the federal securities laws:

1. I am a named Plaintiff in the Complaint against Patriot American Hospitality, Inc., Wyndham International, Inc., PAH GP, Inc., PAH LP, Inc., Patriot American Hospitality Partnership, L.P., Wyndham International Operating Partnership, L.P., and Paine Webber Group, Inc., which is being filed on my behalf and on behalf of all others similarly situated. I make this sworn certification pursuant to 15 U.S.C. §78 u-4(a)(2).

2. I have reviewed the Complaint, which is being filed on my behalf and on behalf of all others similarly situated, and I authorized it to be filed.

3. I did not purchase the securities that are the subject of this action, namely shares of California Jockey Club, Bay Meadows Operating Company, Patriot American Hospitality, Inc., Patriot American Hospitality Operating Company or Wyndham International, Inc., at the direction of Plaintiffs' counsel nor to participate in any private action arising under 15 U.S.C. §§78a, et. seq.

4. I am willing to serve as a plaintiff class representative, including providing testimony at deposition and trial, if necessary.

5. During the Class Period specified in the Complaint, I made the following transaction(s) in securities that are the subject of this action: I owned paired shares of California Jockey Club and Bay Meadows Operating Company, which I exchanged as part of a merger with Patriot American Hospitality, Inc. Pursuant to the merger stock exchange on July 1, 1997, I acquired and currently own 604 shares of Patriot American Hospitality, Inc., as well as Patriot American Hospitality Operating Company, which is now called Wyndham International, Inc.

6. During the three-year period prior to the date of this certification, I have neither sought to serve nor served as a representative party on behalf of a class in any action under the Securities Exchange Act of 1934.

7. I agree not to accept any payment for serving as a representative party on behalf of the class beyond my pro rata share of any recovery, except such reasonable costs and expenses (including loss wages) directly relating to the representation of the class, as ordered or approved by the Court.

I declare under penalty of perjury under the laws of the United States of America that the foregoing is true and correct. Executed this ___ day of June 1999 at ____________________, California.

I, Valerie Liberty, declare as to the claims asserted under the federal securities laws:

1. I am a named Plaintiff in the Complaint against Patriot American Hospitality, Inc., Wyndham International, Inc., PAH GP, Inc., PAH LP, Inc., Patriot American Hospitality Partnership, L.P., Wyndham International Operating Partnership, L.P., and Paine Webber Group, Inc., which is being filed on my behalf and on behalf of all others similarly situated. I make this sworn certification pursuant to 15 U.S.C. §78 u-4(a)(2).

2. I have reviewed the Complaint, which is being filed on my behalf and on behalf of all others similarly situated, and I authorized it to be filed.

3. I did not purchase the securities that are the subject of this action, namely shares of California Jockey Club, Bay Meadows Operating Company, Patriot American Hospitality, Inc., Patriot American Hospitality Operating Company or Wyndham International, Inc., at the direction of Plaintiffs' counsel nor to participate in any private action arising under 15 U.S.C. §§78a, et. seq.

4. I am willing to serve as a plaintiff class representative, including providing testimony at deposition and trial, if necessary.

5. During the Class Period specified in the Complaint, I made the following transaction(s) in securities that are the subject of this action: I owned paired shares of California Jockey Club and Bay Meadows Operating Company, which I exchanged as part of a merger with Patriot American Hospitality, Inc. Pursuant to the merger stock exchange on July 1, 1997, I acquired and currently own 604 shares of Patriot American Hospitality, Inc., as well as Patriot American Hospitality Operating Company, which is now called Wyndham International, Inc.

6. During the three-year period prior to the date of this certification, I have neither sought to serve nor served as a representative party on behalf of a class in any action under the Securities Exchange Act of 1934.

7. I agree not to accept any payment for serving as a representative party on behalf of the class beyond my pro rata share of any recovery, except such reasonable costs and expenses (including loss wages) directly relating to the representation of the class, as ordered or approved by the Court.

I declare under penalty of perjury under the laws of the United States of America that the foregoing is true and correct. Executed this ___ day of June 1999 at ____________________, California.

I, Christopher Liberty, declare as to the claims asserted under the federal securities laws:

1. I am a named Plaintiff in the Complaint against Patriot American Hospitality, Inc., Wyndham International, Inc., PAH GP, Inc., PAH LP, Inc., Patriot American Hospitality Partnership, L.P., Wyndham International Operating Partnership, L.P., and Paine Webber Group, Inc., which is being filed on my behalf and on behalf of all others similarly situated. I make this sworn certification pursuant to 15 U.S.C. §78 u-4(a)(2).

2. I have reviewed the Complaint, which is being filed on my behalf and on behalf of all others similarly situated, and I authorized it to be filed.

3. I did not purchase the securities that are the subject of this action, namely shares of California Jockey Club, Bay Meadows Operating Company, Patriot American Hospitality, Inc., Patriot American Hospitality Operating Company or Wyndham International, Inc., at the direction of Plaintiffs' counsel nor to participate in any private action arising under 15 U.S.C. §§78a, et. seq.

4. I am willing to serve as a plaintiff class representative, including providing testimony at deposition and trial, if necessary.

5. During the Class Period specified in the Complaint, I made the following transaction(s) in securities that are the subject of this action: I owned paired shares of California Jockey Club and Bay Meadows Operating Company, which I exchanged as part of a merger with Patriot American Hospitality, Inc. Pursuant to the merger stock exchange on July 1, 1997, I acquired and currently own 604 shares of Patriot American Hospitality, Inc., as well as Patriot American Hospitality Operating Company, which is now called Wyndham International, Inc.

6. During the three-year period prior to the date of this certification, I have neither sought to serve nor served as a representative party on behalf of a class in any action under the Securities Exchange Act of 1934.

7. I agree not to accept any payment for serving as a representative party on behalf of the class beyond my pro rata share of any recovery, except such reasonable costs and expenses

(including loss wages) directly relating to the representation of the class, as ordered or approved by the Court.

I declare under penalty of perjury under the laws of the United States of America that the foregoing is true and correct. Executed this ___ day of June 1999 at ____________________, California.

Source: File to epost from McManis, Faulkner & Morgan