UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
National Lodging Corp.
(Name of Issuer)
Common Stock, par value $0.01
(Title of Class of Securities)
636192106
(CUSIP Number)
Richard L. Fisher
299 Park Avenue
New York, New York 10171
(212) 752-5000
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
Copies to:
John N. Turitzin Kenneth N. Musen
Battle Fowler Bergman, Horowitz & Reynolds
75 East 55th Street 157 Church Street
New York, New York 10022 New Haven, Connecticut 06502
(212) 856-7000 (203) 785-1320
May 16, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box /_/.
Check the following box if a fee is being paid with the statement /_/. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.
See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
C/M: 08743.0313 372058.3
<PAGE>
- --------------------------------------
CUSIP No. 636192106 SCHEDULE 13D
- --------------------------------------
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Chartwell Leisure Associates L.P. II
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b) /_/
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
WC
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
/_/
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
904,930
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
----------------------------------------------------------
8 SHARED VOTING POWER
0
----------------------------------------------------------
9 SOLE DISPOSITIVE POWER
904,930
----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
904,930
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) /X/
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.6%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
PN
- -------------------------------------------------------------------------------
Page 2
C/M: 08743.0313 372058.3
<PAGE>
- --------------------------------------
CUSIP No. 636192106 SCHEDULE 13D
- --------------------------------------
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Chartwell Leisure Corp. II
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b) /_/
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
WC
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
/_/
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
904,930
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
----------------------------------------------------------
8 SHARED VOTING POWER
0
----------------------------------------------------------
9 SOLE DISPOSITIVE POWER
904,930
----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
904,930
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) /X/
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.6%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- -------------------------------------------------------------------------------
Page 3
C/M: 08743.0313 372058.3
<PAGE>
- --------------------------------------
CUSIP No. 636192106 SCHEDULE 13D
- --------------------------------------
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FSNL LLC
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b) /_/
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
Not applicable
- -------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
/_/
- -------------------------------------------------------------------------------
6 CITIZENSHI OR PLACE OF ORGANIZATION
Connecticut
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
0*
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
----------------------------------------------------------
8 SHARED VOTING POWER
0
----------------------------------------------------------
9 SOLE DISPOSITIVE POWER
01
----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0*
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions) /_/
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0*
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
- -------------------------------------------------------------------------------
- --------
* As described in Item 6, FSNL LLC disclaims beneficial ownership of the
904,930 shares beneficially owned by Chartwell Leisure Associates L.P. II
and Chartwell Leisure Corp. II.
Page 4
C/M: 08743.0313 372058.3
<PAGE>
- --------------------------------------
CUSIP No. 636192106 SCHEDULE 13D
- --------------------------------------
- -------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Saidye Rosner Bronfman Ruby Trust
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /X/
(b) /_/
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
Not applicable
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
0**
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
--------------------------------------------------------------
8 SHARED VOTING POWER
0
--------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0**
--------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0**
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
/_/
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0**
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
OO
- -------------------------------------------------------------------------------
- --------
** As described in Item 6, the Ruby Trust disclaims beneficial ownership of
the 904,930 shares beneficially owned by Chartwell Leisure Associates L.P.
and Chartwell Leisure Corp. II.
Page 5
C/M: 08743.0313 372058.3
<PAGE>
- --------------------------------------
CUSIP No. 636192106 SCHEDULE 13D
- --------------------------------------
This statement amends and supplements the Schedule 13D, dated December
20, 1995 (the "Schedul 13D"), which was originally filed with the Securities and
Exchange Commission (the "SEC") on January 2, 1996 on behalf of Chartwell
Leisure Associates L.P. II and Chartwell Leisure Corp. II with respect to the
ownership of common stock, $0.01 par value ("Common Stock"), of National Lodging
Corp., a Delaware corporation (the "Company"), as amended and supplemented by
Amendment No. 1 to the Schedule 13D, dated January 24, 1996 ("Amendment No. 1"),
Amendment No. 2 to the Schedule 13D, dated February 14, 1996 ("Amendment No.
2"), and Amendment No. 3 to the Schedule 13D, dated April 11, 1996 (Amendment
No. 3", together with Amendment No. 1 and Amendment No. 2, "Amendment Nos. 1, 2,
and 3"), which Amendment Nos. 1, 2, and 3 were filed with the SEC on January 26,
1996, February 20, 1996 and April 26, 1996, respectively, on behalf of Chartwell
Leisure Associates L.P. II, Chartwell Leisure Corp. II, FSNL LLC and The Comet
Trust.
Item 1. Security and Issuer.
This statement relates to the common stock, $0.01 par value (the
"Common Stock"), of National Lodging Corp., a Delaware corporation (the
"Company") which has its principal executive offices at 605 Third Avenue, New
York, New York 10158.
Item 2. Identity and Background.
Item 2 is hereby amended and restated as follows:
This statement is being filed on behalf of Chartwell Leisure
Associates L.P. II, a limited partnership formed under the laws of Delaware
("Chartwell L.P."), Chartwell Leisure Corp. II, a Delaware corporation, which is
the general partner of Chartwell L.P. ("Chartwell Corp."), FSNL LLC, a limited
liability company formed under the laws of Connecticut ("FSNL"), and The Saidye
Rosner Bronfman Ruby Trust, a trust formed under the laws of Connecticut
("Ruby"), which owns a majority of the membership interests in FSNL. On May 16,
1996, The Comet Trust, a trust formed under the laws of Connecticut that
previously had owned a majority of the membership interests in FSNL, terminated
its membership interest in FSNL, which interest was subsequently reissued by
FSNL to Ruby. Chartwell L.P., Chartwell Corp., FSNL and Ruby are hereinafter
sometimes collectively referred to as the "Item 2 Persons."
Chartwell L.P. was formed on December 13, 1995 and has not engaged in
any business since its creation other than that incident to its organization and
its investment in the Company. The address of the principal business and
principal office of Chartwell L.P. is 222 Purchase St., Suite 303, Rye, New York
10580. The limited partners of Chartwell L.P. are Larry Fisher, M. Anthony
Fisher, Richard L. Fisher, Arnold Fisher, Emily Landau, Kenneth Fisher, Steven
Fisher and Zachary Fisher (collectively, the "Fisher Partners"), FGT, L.P.
("FGT") and Martin L. Edelman.
Chartwell Corp. was formed as a corporation on December 13, 1995, and
has not engaged in any business since its creation other than that incident to
its organization and its investment in the Company. The principal business of
Chartwell Corp. is to act as the general partner of Chartwell L.P. The address
of the principal business and principal office of Chartwell Corp. is 222
Purchase St., Suite 303, Rye, New York 10580. The stockholders of Chartwell
Corp. are the Fisher Partners, Martin L. Edelman and Gordon P. Getty.
Page 6
C/M: 08743.0313 372058.3
<PAGE>
- --------------------------------------
CUSIP No. 636192106 SCHEDULE 13D
- --------------------------------------
Attached as Schedule I hereto and incorporated by reference herein is
a list of each executive officer, director and stockholder of Chartwell Corp.
Schedule I also sets forth the present principal occupation or employment of
each person listed therein and the name, principal business and address of any
corporation or other organization in which such employment is conducted.
FSNL was formed on January 18, 1996 and has not engaged in any
business since its creation other than that incident to its organization and its
proposed investment in the Company. The address of the principal business and
principal office of FSNL is 157 Church Street, 19th Floor, New Haven,
Connecticut 06510.
FSNL is governed by a board of managers. Attached as Schedule II
hereto and incorporated by reference herein is a list of each member of the
board of managers of FSNL. Schedule II also sets forth the present principal
occupation or employment of each person listed therein and the name, principal
business and address of any corporation or other organization in which such
employment is conducted.
The principal business of Ruby is engaging in private investment
activities and financial management. The address of the principal business and
principal office of Ruby is 157 Church Street, 19th Floor, New Haven,
Connecticut 06510. The trustees of Ruby are each of the members of the board of
managers of FSNL. Charles de Gunzburg is the principal beneficiary of Ruby.
None of the Item 2 Persons and none of the executive officers,
directors, stockholders, managers or trustees of the Item 2 Persons including,
without limitation, the persons identified on Schedule I and Schedule II hereto,
has, during the last five years, (i) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
All of the executive officers, directors, stockholders, managers and
trustees of the Item 2 Persons are citizens of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
Chartwell L.P. expended $8,483,719 to purchase a total of 904,930
shares of Common Stock on December 20, 1995. The funds used in making the
purchase came from the working capital of Chartwell L.P.
Chartwell L.P. obtained the amounts it expended to purchase the Common
Stock from capital contributions by its partners. Chartwell Corp. obtained its
funds from sales of stock to, and capital contributions by, its stockholders.
The Fisher Partners, Martin L. Edelman and Gordon P. Getty obtained their funds
through personal funds. FGT obtained its funds from working capital.
The $57 million to be used to make the Proposed Purchase described in
Item 4 below is expected to come from the working capital of Chartwell L.P., or
affiliates of Chartwell L.P., and FSNL.
Page 7
C/M: 08743.0313 372058.3
<PAGE>
- --------------------------------------
CUSIP No. 636192106 SCHEDULE 13D
- --------------------------------------
Chartwell L.P. expects to obtain its share of the funds required to
make the Proposed Purchase from capital contributions by its partners. Chartwell
Corp. expects to obtain the funds it requires to make its capital contribution
to Chartwell L.P. from capital contributions by its stockholders.
FSNL expects to obtain its share of the funds required to make the
Proposed Purchase from capital contributions by its members.
Item 4. Purpose of Transaction
On December 20, 1995, Chartwell L.P. purchased directly from the
Company 904,930 shares of Common Stock for a purchase price of approximately
$9.375 per share pursuant to a Stock Purchase Agreement, dated as of December
20, 1995 by and between the Chartwell L.P. and the Company (the "1995 Stock
Purchase Agreement"). These shares were purchased by Chartwell L.P. to provide
Chartwell L.P. and its general partner, Chartwell Corp., with a significant
equity investment in the Company. At the present time, but subject to the Item 2
Persons' continuing evaluation of the factors noted below, Chartwell L.P. and
Chartwell Corp. intend to retain such shares of Common Stock and the Item 2
Persons intend purchase additional shares of Common Stock as described below.
On January 24, 1996, Chartwell L.P. entered into an agreement in
principle providing for Chartwell L.P. and FSNL to purchase approximately
4,000,000 shares of Common Stock from the Company for a purchase price of $14.25
per share. Subsequently, on February 14, 1996, Chartwell L.P., FSNL and the
Company entered into a Stock Purchase Agreement (the "1996 Purchase Agreement")
whereby Chartwell L.P. agreed to purchase 2,947,369 shares of Common Stock from
the Company for a purchase price of $14.25 per share and FSNL agreed to purchase
1,052,631 shares of Common Stock for a purchase price of $14.25 per share. Upon
its consummation, that purchase (the "Proposed Purchase") will result in the
Item 2 Persons in the aggregate beneficially owning approximately 52% of the
Company's outstanding Common Stock.
On April 11, 1996, the Company's Board of Directors approved the terms
of, and subsequently the Company entered into, an Amended and Restated Stock
Purchase Agreement, dated as of March 14, 1996, by and among Chartwell L.P.,
FSNL LLC and the Company (the "Amended and Restated 1996 Purchase Agreement").
The Amended and Restated 1996 Purchase Agreement amends and restates the 1996
Purchase Agreement in certain respects.
The closing of the Proposed Purchase is subject to shareholder
approval at a shareholders meeting scheduled for the middle of 1996, among other
conditions.
Also on January 24, 1996, Henry R. Silverman resigned as chairman and
chief executive officer of the Company, but will remain on the board of
directors, and Robert S. Kingsley resigned as president and chief operating
officer of the Company. Richard L. Fisher, president and one of the directors
and stockholders of Chartwell Corp., was elected chairman of the board and chief
executive officer of the Company and Martin L. Edelman, one of the stockholders
of Chartwell Corp., was elected president of the Company. Mr. Fisher continues
to serve as a director of the Company and the chairman of the executive
committee of the Company's board of directors. Mr. Edelman continues to serve as
a director of the Company and a member of the executive committee of the
Company's board of directors.
Page 8
C/M: 08743.0313 372058.3
<PAGE>
- --------------------------------------
CUSIP No. 636192106 SCHEDULE 13D
- --------------------------------------
Upon the closing of the Proposed Purchase, the Item 2 Persons expect
that certain current directors of the Company will resign and that persons
designated by the Item 2 Persons will be elected to fill the resulting
vacancies, causing designees of the Item 2 Persons to constitute a majority of
the Company's directors.
The Item 2 Persons may conclude that their best interests are served
by acquiring shares of Common Stock in addition to those to be acquired in the
Proposed Purchase through open market purchases or privately negotiated
transactions or by issuance by the Company.
Any decision by the Item 2 Persons to acquire shares of Common Stock
in addition to those to be acquired in the Proposed Purchase will depend on
numerous factors, including, without limitation, the price of the shares of
Common Stock, the terms and conditions relating to their purchase and sale,
regulatory conditions, the availability of any required financing and the
prospects and profitability of the Company. At any time, the Item 2 Persons may
also determine to dispose of some or all of the Company's securities depending
on various similar considerations. As discussed in Item 6 below, Chartwell L.P.
has agreed with the Company to certain restrictions on its ability to dispose of
the 904,930 shares of Common Stock previously acquired by it.
Item 5. Interest in the Securities of the Issuer.
(a) As of the date of this Amendment No. 4 to Schedule 13D, Chartwell
L.P. beneficially owned a total of 904,930 shares of Common Stock constituting
approximately 16.6% of the 5,452,320 shares of Common Stock outstanding as of
March 31, 1996 according to the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1996. Chartwell L.P. and Chartwell Corp. share voting
and dispositive power with respect to the Common Stock beneficially owned by
Chartwell L.P.
(b) Chartwell L.P. has sole voting and, subject to the terms of the
1995 Stock Purchase Agreement discussed in Item 6 below, dispositive power with
respect to the 904,930 shares of Common Stock it beneficially owns. Chartwell
L.P. and Chartwell Corp. share voting and dispositive power with respect to the
Common Stock beneficially owned by Chartwell L.P. In addition, Fisher Brothers
Financial and Development Company ("FBFDC") owns 2,000 shares of Common Stock.
FBFDC is a limited partnership in which Larry Fisher, Zachary Fisher, Arnold
Fisher, Richard L. Fisher and M. Anthony Fisher are the general and limited
partners. The Item 2 Persons disclaim beneficial ownership of the shares owned
by FBFDC and do not affirm the existence of a group with FBFDC with respect to
those shares.
(c) None.
(d) Not applicable.
(e) Not applicable.
Page 9
C/M: 08743.0313 372058.3
<PAGE>
- --------------------------------------
CUSIP No. 636192106 SCHEDULE 13D
- --------------------------------------
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Pursuant to the 1995 Stock Purchase Agreement, Chartwell L.P. has
agreed that none of the shares of Common Stock purchased by Chartwell L.P.
pursuant to the 1995 Stock Purchase Agreement (the "Shares") will be sold or
otherwise transferred by it except pursuant to an effective registration
statement under the Securities Act of 1933 ("Securities Act") and in compliance
with any other applicable securities laws or in a sale or transfer not requiring
such registration.
The 1995 Stock Purchase Agreement also provides that for so long as
Chartwell L.P. holds any of the Shares, is not able to sell such shares under
paragraph (k) of Rule 144 under the Securities Act and the Company is subject to
the periodic reporting requirements of the Securities Exchange Act of 1934 (the
"Exchange Act"), the Company shall make and keep "adequate and current public
information available" within the meaning of Rule 144 under the Securities Act
and shall use its reasonable efforts to file with the Securities and Exchange
Commission in a timely manner all reports and other documents required of the
Company under the Securities Act and the Exchange Act.
The 1995 Stock Purchase Agreement also provides that for so long as
Chartwell L.P. is the holder of more than 15% of the outstanding equity
securities of the Company having the power to vote generally in the election of
directors of the Company (a "15% Holder"), Chartwell L.P. shall have the right
to have two representatives nominated to serve on the Company's board of
directors. For so long as Chartwell L.P. is the holder of more than 10%, but not
more than 15%, of the outstanding equity securities of the Company's having the
power to vote generally in the election of directors of the Company (a "10%
Holder"), Chartwell L.P. shall have the right to have one representative
nominated to serve on the Company's board of directors. If Chartwell L.P. ceases
to be either a 15% Holder or a 10% Holder, Chartwell L.P. shall not have the
right to have any representatives serve on the Company's board of directors. The
Company is required to recommend to its stockholders the election to the board
of directors of each of those nominees of Chartwell L.P. and to solicit proxies
in favor of the election of each of those nominees in accordance with its
practice for other nominees for election to its board of directors whom the
Company's board of directors recommends for election. Richard L. Fisher and Marc
E. Leland, a director of Chartwell Corp., have been elected to the Company's
board of directors as nominees of Chartwell L.P. pursuant to the 1995 Stock
Purchase Agreement. Richard L. Fisher has also been elected chairman of the
executive committee of the Company's board of directors and Mr. Leland has been
elected as a member of that committee.
The 1995 Stock Purchase Agreement also provides that without the
consent of the Company, Chartwell L.P. shall not sell, transfer, pledge or
otherwise dispose of any of the Shares, except pursuant to the registration
rights agreement, described below, entered into by Chartwell L.P. and the
Company in connection with the 1995 Stock Purchase Agreement (the "1995
Registration Rights Agreement") or in "brokers' transactions" as that term is
used in Rule 144 under the Securities Act, or as described below. If Chartwell
L.P. intends to sell all, but not less than all, of the Shares held by Chartwell
L.P. at any time, other than pursuant to the 1995 Registration Rights Agreement
or in such a brokers' transaction, Chartwell L.P. shall notify the Company of
that intention (a "Proposed Sale Notice"), and offer (the "Sale Offer") to sell
those Shares to the Company at a price specified in the Proposed Sale Notice,
which shall be no greater than the Fair Market Value (as defined in the 1995
Stock Purchase Agreement) of the Shares. The
Page 10
C/M: 08743.0313 372058.3
<PAGE>
- --------------------------------------
CUSIP No. 636192106 SCHEDULE 13D
- --------------------------------------
Company may consent to the proposed sale, withhold its consent to the proposed
sale or accept the Sale Offer. If the Company consents to the proposed sale
described in the Proposed Sale Notice, Chartwell L.P. may sell all, but not less
than all, of the Shares held by Chartwell L.P. within sixty days after the date
of the Proposed Sale Notice at a price no less than the price at which Chartwell
L.P. offered to sell those Shares to the Company in the Proposed Sale Notice,
provided that prior to consummating such a sale Chartwell L.P. obtains the
Company's consent to the sale as described below. If Chartwell L.P. proposes to
consummate a sale of the Shares after obtaining the Company's consent to a
proposed sale, Chartwell L.P. shall notify the Company of the identity of the
person or entity to whom Chartwell L.P. proposes to sell the Shares and
Chartwell L.P. shall not consummate that sale unless it obtains the Company's
consent to the sale to that proposed purchaser (a "Final Sale Consent"). The
Company shall not have the right to unreasonably withhold a Final Sale Consent.
If the Company withholds its consent to a proposed sale described in a Proposed
Sale Notice or withholds a Final Sale Consent, Chartwell L.P. shall not be
permitted to consummate the proposed sale but shall have the right to demand the
registration of the sale of all of the Shares under the Securities Act pursuant
to the 1995 Registration Rights Agreement.
The 1995 Registration Rights Agreement also permits Chartwell L.P. the
opportunity to register the sale of any or all of the Shares under any
appropriate registration statement filed by the Company under the Securities
Act.
The foregoing summary of certain provisions of the 1995 Stock Purchase
Agreement and the 1995 Registration Rights Agreement is qualified in its
entirety by reference to the text of those agreements which have been previously
filed as Exhibits to this Schedule 13D, respectively, and are hereby
incorporated herein by reference.
On February 14, 1996, Chartwell L.P. and FSNL entered into a
Stockholders' Agreement which provides for restrictions on the transfer and
voting of shares of Common Stock owned by Chartwell L.P. and FSNL. On March 14,
1996, Chartwell L.P. and FSNL LLC entered into an Amended and Restated
Stockholders' Agreement that amends and restates the Stockholders' Agreement in
certain respects. The Amended and Restated Stockholders' Agreement becomes
effective as of the closing of the Proposed Purchase described in Item 4. Unless
and until the Amended and Restated Stockholders' Agreement becomes effective,
FSNL and Ruby have no voting or dispositive power with respect to the 904,930
shares of Common Stock beneficially owned by Chartwell L.P. and Chartwell Corp.,
and FSNL and Ruby disclaim beneficial ownership with respect to those shares of
Common Stock.
Except as set forth in Items 2, 4, and 5(c) and as described above,
there are no contracts, arrangements, understandings or relationships (legal or
otherwise) among the persons named in Item 2 or between such persons and any
other person with respect to any securities of the Company, including but not
limited to transfer or voting any of such securities, finders' fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies.
Page 11
C/M: 08743.0313 372058.3
<PAGE>
- --------------------------------------
CUSIP No. 636192106 SCHEDULE 13D
- --------------------------------------
Item 7. Materials to be Filed as Exhibits
Exhibit I -- Joint Filing Agreement, dated as of June 10,
1996, by and among Chartwell Leisure Associates
L.P. II, Chartwell Leisure Corp. II, FSNL LLC and
The Saidye Rosner Bronfman Ruby Trust.
Page 12
C/M: 08743.0313 372058.3
<PAGE>
- --------------------------------------
CUSIP No. 636192106 SCHEDULE 13D
- --------------------------------------
Schedule I
Name of Individual Present Principal Occupation
Richard L. Fisher Self-employed; engaged in private investment activities,
financial management and real estate ownership and
development, among other businesses. President and
director of Chartwell Corp. and stockholder of Chartwell
Corp.
Marc E. Leland President of Marc E. Leland & Associates, engaged in
financial consulting and private investment activities.
Vice President and director of Chartwell Corp. Mr.
Leland's business address is Suite 1700, 1001 19th Street
North, Arlington, Virginia 22209.
Larry Fisher Self-employed; engaged in private investment activities,
financial management and real estate ownership and
development, among other businesses. Stockholder of
Chartwell Corp.
M. Anthony Fisher Self-employed; engaged in private investment activities,
financial management and real estate ownership and
development, among other businesses. Stockholder of
Chartwell Corp.
Arnold Fisher Self-employed; engaged in private investment activities,
financial management and real estate ownership and
development, among other businesses. Stockholder of
Chartwell Corp.
Emily Landau Self-employed; engaged in private investment activities,
financial management and real estate ownership and
development, among other businesses. Stockholder of
Chartwell Corp.
Kenneth Fisher Self-employed; engaged in private investment activities,
financial management and real estate ownership and
development, among other businesses. Stockholder of
Chartwell Corp.
Steven Fisher Self-employed; engaged in private investment activities,
financial management and real estate ownership and
development, among other businesses. Stockholder of
Chartwell Corp.
Zachary Fisher Self-employed; engaged in private investment activities,
financial management and real estate ownership and
development, among other businesses. Stockholder of
Chartwell Corp.
Page 13
C/M: 08743.0313 372058.3
<PAGE>
- --------------------------------------
CUSIP No. 636192106 SCHEDULE 13D
- --------------------------------------
Gordon P. Getty Self-employed; trustee of the Gordon P. Getty Family
Trust, engaged in private investment activities.
Stockholder of Chartwell Corp. Mr. Getty's business
address is 2880 Broadway, San Francisco, California
94115.
Martin L. Edelman Of Counsel to the law firm of Battle Fowler LLP, 75 East
55th Street, New York, New York 10022. Stockholder of
Chartwell Corp.
Page 14
C/M: 08743.0313 372058.3
<PAGE>
- --------------------------------------
CUSIP No. 636192106 SCHEDULE 13D
- --------------------------------------
Schedule II
Name of Individual Present Principal Occupation and Business Address
Guido Goldman Chairman of the Board and President of First Spring
Corporation, engaged in financial activities. Dr. Goldman
is also the Director of the Program for the Study of
Germany and Europe, Minda de Gunzburg Center for European
Studies, Harvard University. Dr. Goldman's business
address is 499 Park Avenue, 26th Floor, New York, New
York 10022. Manager of FSNL and trustee of Ruby.
Stanley N. Bergman Attorney and partner in the law firm of Bergman, Horowitz
& Reynolds, 157 Church Street, 19th Floor, New Haven,
Connecticut 06510. Manager of FSNL and trustee of Ruby.
Leonard M. Nelson Attorney and partner in the law firm of Bernstein, Shur,
Sawyer & Nelson, 100 Middle Street, Portland, Maine
04104-5029. Manager of FSNL and trustee of Ruby.
Page 15
C/M: 08743.0313 372058.3
<PAGE>
- --------------------------------------
CUSIP No. 636192106 SCHEDULE 13D
- --------------------------------------
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: June 10, 1996
CHARTWELL LEISURE ASSOCIATES L.P. II
By: Chartwell Leisure Corp. II,
as general partner
By: /s/ Richard L. Fisher
Richard L. Fisher
President
CHARTWELL LEISURE CORP. II
By: /s/ Richard L. Fisher
Richard L. Fisher
President
FSNL LLC
By: /s/ Leonard M. Nelson
Leonard M. Nelson
Manager
THE SAIDYE ROSNER BRONFMAN RUBY TRUST
By: /s/ Leonard M. Nelson
Leonard M. Nelson
Trustee
Page 16
C/M: 08743.0313 372058.3
<PAGE>
- --------------------------------------
CUSIP No. 636192106 SCHEDULE 13D
- --------------------------------------
Exhibit Index
Exhibit
Exhibit I -- Joint Filing Agreement, dated as of June 10, 1996, by and
among Chartwell Leisure Associates L.P. II, Chartwell Leisure
Corp. II, FSNL LLC and The Saidye Rosner Bronfman Ruby Trust.
Page 17
C/M: 08743.0313 372058.3
JOINT FILING AGREEMENT
AGREEMENT, dated as of June 10, 1996, by and among the parties
identified on the signature pages hereto.
WHEREAS, Chartwell Leisure Associates L. P. II, a Delaware limited
partnership ("Chartwell L.P."), and Chartwell Leisure Corp. II, a Delaware
corporation ("Chartwell Corp."), beneficially own shares of common stock, $.01
par value per share ("Common Stock"), of National Lodging Corp., a Delaware
corporation; and
WHEREAS, Chartwell L.P. and Chartwell Corp. may be deemed to have
formed a "group" with FSNL LLC, a Connecticut limited liability company, and The
Saidye Rosner Bronfman Ruby Trust, a Connecticut trust, with respect to the
beneficial ownership of Common Stock for purposes of Rule 13d-5 and Schedule 13D
promulgated by the Securities and Exchange Commission;
NOW, THEREFORE, the parties hereto agree as follows:
1. The parties hereto do hereby agree to jointly prepare and file
with the Securities and Exchange Commission (the "Commission") a single
statement containing the information required by Schedule 13D with respect to
their respective interests in the Common Stock (the "Schedule 13D") and,
furthermore, they agree to jointly prepare and file with the Commission any
amendments to the Schedule 13D.
2. Each party hereto shall be responsible for the timely filing of
the Schedule 13D and any necessary amendments thereto, and for the completeness
and accuracy of the information concerning him or it contained therein, but
shall not be responsible for the completeness and accuracy of the information
concerning any other party contained therein, except to the extent that he or it
knows or has reason to believe that such information is inaccurate.
3. This Agreement shall continue unless terminated by any party
hereto.
4. Richard L. Fisher (with copies to John N. Turitzin, Esq. of
Battle Fowler LLP and Kenneth N. Musen, Esq. of Bergman, Horowitz & Reynolds,
P.C.) shall be designated as the person authorized to receive notices and
communications with respect to the Schedule 13D and any amendments thereto.
5. This Agreement may be executed in counterparts, each of which
taken together shall constitute one and the same instrument.
6. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York, without regard to such State's conflicts
of laws principles.
C/M: 08743.0313 373166.2
<PAGE>
SIGNATURE PAGE TO JOINT FILING AGREEMENT
IN WITNESS WHEREOF, the undersigned have executed this Agreement in
one or more counterparts as of the date first above written.
CHARTWELL LEISURE ASSOCIATES L.P. II
By: Chartwell Leisure Corp. II, as
general partner
By: /s/ Richard L. Fisher
Name: Richard L. Fisher
Title: President
CHARTWELL LEISURE CORP. II
By: /s/ Richard L. Fisher
Name: Richard L. Fisher
Title: President
FSNL LLC
By: /s/ Leonard M. Nelson
Name: Leonard M. Nelson
Title: Manager
THE SAIDYE ROSNER BRONFMAN RUBY TRUST
By: /s/ Leonard M. Nelson
Name: Leonard M. Nelson
Title: Trustee
C/M: 08743.0313 373166.2
- 2 -
