<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 24, 1998
SECURITIES ACT OF 1933 FILE NO. 333-
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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM N-2
[X] REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PRE-EFFECTIVE AMENDMENT NO.
POST-EFFECTIVE AMENDMENT NO.
CHARTWELL DIVIDEND AND INCOME FUND, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
C/O PFPC INC.
400 BELLEVUE PARKWAY
WILMINGTON, DELAWARE 19809
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(302) 791-1700
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
ROBERT W. DIACZUK
C/O PFPC INC.
400 BELLEVUE PARKWAY
WILMINGTON, DELAWARE 19809
(NAME AND ADDRESS OF AGENT FOR SERVICE)
------------------------
WITH COPIES TO:
<TABLE>
<S> <C>
HENRY S. HILLES, JR., ESQ. SARAH E. COGAN, ESQ.
DRINKER BIDDLE & REATH LLP SIMPSON THACHER & BARTLETT
PHILADELPHIA NATIONAL BANK BUILDING 425 LEXINGTON AVENUE
1345 CHESTNUT STREET NEW YORK, NEW YORK 10017
PHILADELPHIA, PENNSYLVANIA 19107-3496
</TABLE>
Approximate Date of Proposed Public Offering: As soon as practicable after the
effective date of this Registration Statement.
[X] This form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act and the Securities Act
registration statement number of the earlier effective registration
statement for the same offering is 333-49969.
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
<TABLE>
<CAPTION>
============================================================================================================================
PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
SECURITIES BEING AMOUNT BEING OFFERING PRICE AGGREGATE AMOUNT OF
REGISTERED REGISTERED(1) PER UNIT OFFERING PRICE REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value per share
$.01................................. 410,000 Shares $15.00 $6,150,000 $1,815
============================================================================================================================
</TABLE>
(1) Includes 53,478 shares of Common Stock which the Underwriters may
purchase to cover over-allotments.
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================================================================================
<PAGE> 2
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The contents of the Registration Statement on Form N-2 filed by Chartwell
Dividend and Income Fund, Inc. (the "Fund") with the Securities and Exchange
Commission (File No. 333-49969) pursuant to the Securities Act of 1933, as
amended, including the exhibits thereto, are incorporated by reference into
this Registration Statement.
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned thereunto duly authorized, in the City of Berwyn and the
Commonwealth of Pennsylvania on the 24th day of June, 1998.
CHARTWELL DIVIDEND AND INCOME FUND, INC.
By /s/ Winthrop S. Jessup
------------------------------
Winthrop S. Jessup
President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Winthrop S. Jessup Chairman (Principal Executive June 24, 1998
- ------------------------------ Officer), Director
Winthrop S. Jessup
/s/ Timothy J. Riddle Treasurer (Principal Financial June 24, 1998
- ------------------------------ and Accounting Officer)
Timothy J. Riddle
</TABLE>
This Registration Statement has also been signed below by Winthrop S.
Jessup, Attorney-in-Fact, on behalf of the following Directors on the date
indicated:
Bernard P. Schaffer
Kenneth F. Herlihy
William Kronenberg III
/s/ Winthrop S. Jessup June 24, 1998
- ------------------------------
Winthrop S. Jessup,
As Attorney-in-Fact
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER* DESCRIPTION
- ------- -----------
<S> <C> <C>
5 -- Opinion of Drinker Biddle & Reath LLP
23.1 -- Consent of Coopers & Lybrand L.L.P.
23.2 -- Consent of Drinker Biddle & Reath LLP
24 -- Powers of Attorney (Incorporated by reference to the Registrant's
Registration Statement on Form N-2 (File No. 333-49969))
</TABLE>
* All other exhibits are incorporated by reference to the Registrant's
Registration Statement on Form N-2 (File No. 333-49969).
<PAGE> 1
Exhibit 5
June 24, 1998
Chartwell Dividend and Income Fund, Inc.
c/o PFPC Inc.
400 Bellevue Parkway
Wilmington, DE 19809
Ladies and Gentlemen:
As counsel for Chartwell Dividend and Income Fund, Inc., a Maryland
corporation (the "Fund"), we have reviewed documents relating to the
incorporation of the Fund, the Registration Statement on Form N-2 under the
Securities Act of 1933, as amended (which, pursuant to Rule 462 thereof,
incorporates by reference the Registration Statement on Form N-2, File Nos.
333-49969 and 811-08747), relating to 410,000 shares of its Common Stock, and
the Purchase Agreement between the Fund and Merrill Lynch, Pierce, Fenner &
Smith, Incorporated, Prudential Securities Incorporated, Advest, Inc., Robert W.
Baird & Co. Incorporated, A.G. Edwards & Sons, Inc., EVEREN Securities, Inc.,
Fahnestock & Co. Inc., Gruntal & Co., L.L.C., Janney Montgomery Scott Inc. and
Legg Mason Wood Walker, Incorporated as representatives of the several
underwriters. We have also considered such other factual and legal matters as we
have considered necessary for purposes of this opinion.
Based on the foregoing, we are of the opinion that the issuance of shares
of Common Stock of the Fund pursuant to the terms of such Purchase Agreement
has been duly authorized, and that such shares, when issued upon the terms and
for the consideration stated in such Registration Statement and in accordance
with such Purchase Agreement, will be validly issued, fully paid and
non-assessable by the Fund.
This opinion is based exclusively on the laws of the state of Maryland and
the federal laws of the United States of America.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the heading
"Legal Opinions" in such Registration Statement. This consent does not
constitute a consent under Section 7 of the Securities Act of 1933, and in
consenting to the reference to our firm under such heading we have not
certified any part of the Registration Statement and do not otherwise come
within the
<PAGE> 2
Chartwell Dividend and Income Fund, Inc.
June 24, 1998
Page 2
categories of persons whose consent is required under Section 7 or the rules
and regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
DRINKER BIDDLE & REATH LLP
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the following with respect to this Registration Statement
under the Securities Act of 1933 on Form N-2 of the Chartwell Dividend and
Income Fund, Inc. (the "Fund"):
+ The inclusion of our report dated June 18, 1998 on our audit of the
Statement of Assets and Liabilities and related notes of the Fund as of June
17, 1998, which report is included in Pre-Effective Amendment No. 2 to the
Registration Statement on Form N-2 (File Nos. 333-49969 and 811-08747) and
incorporated by reference in this Registration Statement.
+ The reference to our Firm under the heading "Experts" in the Prospectus
included in Pre-Effective Amendment No. 2 to the Registration Statement
on Form N-2 (File Nos. 333-49969 and 811-08747) and incorporated by
reference in this Registration Statement.
/s/ Coopers & Lybrand L.L.P.
- -----------------------------
COOPERS & LYBRAND L.L.P.
2400 Eleven Penn Center
Philadelphia, Pennsylvania
June 24, 1998
<PAGE> 1
Exhibit 23.2
CONSENT OF COUNSEL
We hereby consent to the use of our name and to the reference to our firm
under the caption "Legal Opinions" in the Registration Statement (which
incorporates by reference the Registration Statement on Form N-2, File Nos.
333-49969 and 811-08747) of Chartwell Dividend and Income Fund, Inc. under the
Securities Act of 1933, as amended. This consent does not constitute a consent
under Section 7 of the Securities Act of 1933, as amended, and in consenting to
the use of our name and the references to our firm under such captions we have
not certified any part of the Registration Statement and do not otherwise come
within the categories of persons whose consent is required under Section 7 or
the rules and regulations of the Securities and Exchange Commission thereunder.
/s/ Drinker Biddle & Reath LLP
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DRINKER BIDDLE & REATH LLP
Philadelphia, Pennsylvania
June 24, 1998
