<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )
CHARTWELL LEISURE INC.
(Name of Issuer)
Common Stock, Par Value, $0.01 Per Share
(Title of Class of Securities)
16139F106
(CUSIP Number)
Stephen M. Davis, Esq.
Werbel & Carnelutti
A Professional Corporation
711 Fifth Avenue, New York, New York 10022, (212) 832-8300
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 31, 1997
(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 13-d-
1(b)(3) or (4), check the following box [ ].
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 purposes 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).
Page 1 of 47<PAGE>
<PAGE>
SCHEDULE 13D
- ------------------- -----------------
CUSIP No. 16139F106 Page 2 of 47 Pages
- ------------------- ------------------
=================================================================
1 NAME OF REPORTING PERSON - S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Brahman Partners II, L.P.
- -----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
- -----------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------
4 SOURCE OF FUNDS*
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
- -----------------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
- -----------------------------------------------------------------
7 SOLE VOTING POWER
0
- -----------------------------------------------------------------
8 SHARED VOTING POWER
285,549
- -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
- -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
285,549
- -----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
285,549
- -----------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- -----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0%
- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
=================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (10-96)<PAGE>
<PAGE>
SCHEDULE 13D
- ------------------- -----------------
CUSIP No. 16139F106 Page 3 of 47 Pages
- ------------------- ------------------
=================================================================
1 NAME OF REPORTING PERSON - S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Brahman Partners II Offshore, Ltd.
- -----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
- -----------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------
4 SOURCE OF FUNDS*
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
Cayman Islands
- -----------------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
- -----------------------------------------------------------------
7 SOLE VOTING POWER
0
- -----------------------------------------------------------------
8 SHARED VOTING POWER
115,200
- -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
- -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
115,200
- -----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
115,200
- -----------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- -----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2%
- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
=================================================================
*SEE INSTRUCTIONS BELOW BEFORE FILLING OUT!
SEC 1746 (10-96)<PAGE>
<PAGE>
SCHEDULE 13D
- ------------------- -----------------
CUSIP No. 16139F106 Page 4 of 47 Pages
- ------------------- -----------------
=================================================================
1 NAME OF REPORTING PERSON - S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
B-Y Partners, L.P.
- ----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
- -----------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------
4 SOURCE OF FUNDS*
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
- -----------------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
- -----------------------------------------------------------------
7 SOLE VOTING POWER
0
- -----------------------------------------------------------------
8 SHARED VOTING POWER
341,500
- -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
- -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
341,500
- -----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
- -----------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- -----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.6%
- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
=================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (10-96)<PAGE>
<PAGE>
SCHEDULE 13D
- ------------------- -----------------
CUSIP No. 16139F106 Page 5 of 47 Pages
- ------------------- -----------------
=================================================================
1 NAME OF REPORTING PERSON - S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Brahman Capital Corp.
- -----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
- ----------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- -----------------------------------------------------------------
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
- -----------------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
- ----------------------------------------------------------------
7 SOLE VOTING POWER
0
- -----------------------------------------------------------------
8 SHARED VOTING POWER
366,900
- -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
- -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
366,900
- ----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
366,900
- -----------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- -----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.9%
- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
=================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (10-96)<PAGE>
<PAGE>
SCHEDULE 13D
- ------------------- ----------------
CUSIP No. 16139F106 Page 6 of 47 Pages
- ------------------- -----------------
=================================================================
1 NAME OF REPORTING PERSON - S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Brahman Management, L.L.C.
- ---------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
- -----------------------------------------------------------------
3 SEC USE ONLY
- ----------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- -----------------------------------------------------------------
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
- -----------------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
- -----------------------------------------------------------------
7 SOLE VOTING POWER
0
- ----------------------------------------------------------------
8 SHARED VOTING POWER
927,000
- ----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
- -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
927,000
- ----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
927,000
- -----------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- -----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.8%
- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
=================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (10-96)<PAGE>
<PAGE>
SCHEDULE 13D
- ------------------- -----------------
CUSIP No. 16139F106 Page 7 of 47 Pages
- ------------------- -----------------
=================================================================
1 NAME OF REPORTING PERSON - S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Brahman Institutional Partners, L.P.
- -----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
- ----------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------
4 SOURCE OF FUNDS*
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
- ----------------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
- -----------------------------------------------------------------
7 SOLE VOTING POWER
0
- ----------------------------------------------------------------
8 SHARED VOTING POWER
299,951
- -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
- -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
299,951
- -----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
299,951
- -----------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- -----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.2%
- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
=================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (10-96)<PAGE>
<PAGE>
SCHEDULE 13D
- ------------------ -----------------
CUSIP No. 16139F106 Page 8 of 47 Pages
- ------------------- -----------------
================================================================
1 NAME OF REPORTING PERSON - S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Peter A. Hochfelder
- -----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
- ----------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- -----------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(E) [ ]
- -----------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- ---------------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
- -----------------------------------------------------------------
7 SOLE VOTING POWER
0
- ----------------------------------------------------------------
8 SHARED VOTING POWER
1,293,900
- -----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
- -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,293,900
- -----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,293,900
- -----------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- -----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.6%
- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
=================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (10-96)<PAGE>
<PAGE>
SCHEDULE 13D
- ------------------- -----------------
CUSIP No. 16139F106 Page 9 of 47 Pages
- ------------------- -----------------
=================================================================
1 NAME OF REPORTING PERSON - S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Robert J. Sobel
- ----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
- ----------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- -----------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(E) [ ]
- -----------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- -----------------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
- -----------------------------------------------------------------
7 SOLE VOTING POWER
0
- -----------------------------------------------------------------
8 SHARED VOTING POWER
1,293,900
- ----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
- -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,293,900
- ----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,293,900
- -----------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- -----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.6%
- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
=================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (10-96)<PAGE>
<PAGE>
SCHEDULE 13D
- ------------------- -------------------
CUSIP No. 16139F106 Page 10 of 47 Pages
- ------------------- -------------------
=================================================================
1 NAME OF REPORTING PERSON - S.S. OR I.R.S. IDENTIFICATION NO.
OF ABOVE PERSON
Mitchell A. Kuflik
- ----------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
- -----------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------
4 SOURCE OF FUNDS*
N/A
- ----------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(E) [ ]
- ----------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- -----------------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
- ----------------------------------------------------------------
7 SOLE VOTING POWER
0
- -----------------------------------------------------------------
8 SHARED VOTING POWER
1,293,900
- ----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
- ----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,293,900
- -----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,293,900
- ----------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- -----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.6%
- ----------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
=================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (10-96)<PAGE>
<PAGE> Page 11 of 47 Pages
SCHEDULE 13D
Item 1. Security and Issuer
(a) Class of Securities: Common Stock, par value,
$0.01 per share
("Common Stock")
(b) Issuer: Chartwell Leisure, Inc. (the "Issuer")
605 Third Avenue, 23rd Floor
New York, New York 10158
Item 2. Identity and Background
(a-c), (f). The persons (the "Reporting Persons")
filing this statement are Brahman Partners II, L.P. ("Brahman"),
a Delaware limited partnership, B-Y Partners, L.P. ("B-Y"), a
Delaware limited partnership, Brahman Institutional Partners,
L.P. ("Institutional"), a Delaware limited partnership, Brahman
Management L.L.C. ("Management"), a Delaware limited liability
corporation, Brahman Capital Corp. ("Capital"), a Delaware
corporation, Peter A. Hochfelder ("Hochfelder"), a citizen of the
United States, Robert J. Sobel ("Sobel"), a citizen of the United
States, Mitchell A. Kuflik ("Kuflik"), a citizen of the United
States, and Brahman Partners II Offshore, Ltd. ("Offshore"), a
Cayman Islands corporation. The principal address of Brahman, B-
Y, Institutional, Management, Capital, Hochfelder, Sobel, Kuflik
and Offshore is 277 Park Avenue, 26th Floor, New York, New York
10017.
Management is the general partner of B-Y, Brahman and
Institutional. Capital is the investment manager for Offshore
and for the investment accounts of Genesis Capital Fund and a
foreign investment fund (together, the "Capital Client
Accounts"). The name, business address, present principal
occupation or employment and citizenship of each executive
officer and director of Capital and the Managing Members of
Management are set forth on Exhibit A hereto which is
incorporated herein by reference. Hochfelder, Sobel and Kuflik
are the sole stockholders of Capital. Hochfelder, Sobel, Kuflik,
are in a position to directly and indirectly determine the
investment and voting decisions made by Management and Capital
and, consequently, Brahman, B-Y, Institutional, Offshore and the
Capital Client Accounts.
The Reporting Persons may be deemed to be a "group"
within the meaning of Rule 13d-3 under the Securities Exchange
Act of 1934 (the "Act").
<PAGE>
<PAGE> Page 12 of 47 Pages
(d, e). During the last five years, none of the
Reporting Persons nor, as applicable, their executive officers or
directors, has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or has been a party
to a civil proceeding of a judicial or administrative body of
competent jurisdiction resulting in its or his being 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 a finding of any violation with respect
to such laws.
Item 3. Source and Amount of Funds of Other Consideration
The aggregate purchase price of the shares (the
"Shares") of the Issuer's Common Stock purchased by the Reporting
Persons was $17,867,986.09. The Reporting Persons, as applicable,
purchased the Shares with funds from their respective working
capital.
Item 4. Purpose of Transaction
The Reporting Persons named in Item 2 of this Schedule
13D purchased the Shares of the Issuer's Common Stock for
investment purposes and not for the purpose of controlling the
Issuer. The Reporting Persons currently have no plans, proposals
or intentions which would result in any of actions described in
clause (a) through (j) of Item 4 Rule 13d-101 of the Act.
Item 5. Interest in Securities of the Issuer
(a) As of the close of business on January 31, 1997,
the Reporting Persons, by virtue of the language of Rule 13d-
3(d)(1)(i), may be deemed to own beneficially in the aggregate
the number and percentage of the Issuer's Common Stock set forth
below (based upon representations made to the Reporting Persons
by the Issuer).
<TABLE>
<CAPTION>
Name Shares of
Common Stock Percentage
<S> <C> <C>
- -------------------------------------------------------------
Hochfelder(1) 1,293,900 13.6%
- -------------------------------------------------------------
Sobel(1) 1,293,900 13.6%
- -------------------------------------------------------------
Kuflik(1) 1,293,900 13.6%
- -------------------------------------------------------------
Offshore 115,200 1.2%
- -------------------------------------------------------------<PAGE>
<PAGE> Page 13 of 47 Pages
Name Shares of
Common Stock Percentage
<S> <C> <C>
- -------------------------------------------------------------
Capital(2) 366,900 3.9%
- -------------------------------------------------------------
Management(3) 927,000 9.8%
- -------------------------------------------------------------
Brahman 285,549 3.0%
- -------------------------------------------------------------
B-Y 341,500 3.6%
- -------------------------------------------------------------
Institutional 299,951 3.2%
</TABLE>
(1) Includes shares of the Issuer's Common Stock
attributable to B-Y, Brahman, Institutional, Offshore and the
Capital Client Accounts. The aggregate number of shares of the
Issuer's Common Stock held, respectively, for the Capital Client
Accounts and Offshore is 251,700 and 115,200 shares.
(2) Includes shares of the Common Stock attributable
to Offshore and the Capital Client Accounts.
(3) Includes shares of the Common Stock attributable
to B-Y, Brahman and Institutional.
(b) Each of the Reporting Persons has the sole or
shared power to vote or to direct the vote and to dispose or to
direct the disposition of the Shares of which it is deemed the
beneficial owner, as the case may be. Hochfelder, Sobel and
Kuflik may be deemed to share with Brahman, B-Y, Institutional,
Management and Capital such powers with respect to the Common
Stock which Brahman, B-Y, Institutional, Management and Capital
are deemed to beneficially own. By virtue of Capital's role as
investment manager for Offshore and the Capital Client Accounts,
Capital currently may be deemed to have the sole power to direct
the voting and disposition of the Common Stock held for the
accounts of Offshore and the Capital Client Accounts.
(c) The following table sets forth the transactions
effected by applicable Reporting Persons listed on Item 5 (a)
above during the past sixty (60) days. Each transaction set
forth below reflects a purchase effected by means of routine
brokerage trades on the Nasdaq National Market.
<PAGE>
<PAGE> Page 14 of 47 Pages
<TABLE>
<CAPTION>
Price Per Number
Reporting Person Trade Date Share $ of Shares
<S> <C> <C> <C>
- ----------------------------------------------------------------
Brahman 12/3/96 12.625 2,500
- --------------------------------------------------------------
Brahman 12/9/96 13.425 8,600
- --------------------------------------------------------------
Brahman 12/12/96 13.300 53,700
- -----------------------------------------------------------------
Brahman 12/13/96 13.125 23,600
- -----------------------------------------------------------------
Brahman 1/2/97 12.875 46,551*
- ---------------------------------------------------------------
B-Y 12/9/96 13.425 5,400
- -----------------------------------------------------------------
B-Y 12/12/96 13.300 33,800
- -----------------------------------------------------------------
B-Y 12/13/96 13.125 14,900
- ---------------------------------------------------------------
Institutional 1/2/97 ------ 46,551*
- --------------------------------------------------------------
Capital 12/9/96 13.425 800
- -------------------------------------------------------------
Capital 12/9/96 13.425 3,600
- --------------------------------------------------------------
Capital 12/9/96 13.425 1,600
- ----------------------------------------------------------------
Capital 12/12/96 13.300 22,500
- ----------------------------------------------------------------
Capital 12/12/96 13.300 10,000
- ----------------------------------------------------------------
Capital 12/12/96 13.300 5,000
- ---------------------------------------------------------------
Capital 12/13/96 13.125 2,200
- -----------------------------------------------------------------
Capital 12/13/96 13.125 9,900
- -----------------------------------------------------------------
Capital 12/13/96 13.125 4,400
<FN>
- ---------
</TABLE>
* Reflects a re-allocation of shares between affiliates.
<PAGE>
<PAGE> Page 15 of 47 Pages
On January 31, 1997, the Reporting Persons acquired
1,000,000 shares of the Issuer's Common Stock in a private
placement transaction.
(d) To the best of the Reporting Persons' knowledge,
except as set forth herein, no other person has the right to
receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, any shares of Common Stock which
the Reporting Persons may be deemed to own beneficially.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of Issuer
On January 31, 1997, Chartwell Leisure Inc. and
the investors listed therein entered into an agreement with the
Issuer providing for the purchase in the aggregate of 1,000,000
Shares of the Issuer's Common Stock, among other matters,
pursuant to which the investors have the right to put the shares
purchased under the agreement back to the Issuer if certain
requirements are not fulfilled by the Issuer within a certain
period of time.
Item 7. Material to be filed as Exhibits
Exhibit A -- Directors and Executive Officers of
Brahman Capital Corp. and Managing Members of Management.
Exhibit B -- Joint Filing Agreement dated February 10,
1997.
Exhibit C -- Stock Purchase Agreement dated January 31,
1997 by and among Chartwell Leisure Inc. and the investors listed
therein.<PAGE>
<PAGE> Page 16 of 47 Pages
After reasonable inquiry and to the best of our know-
ledge and belief, we certify that the information set forth in
this statement is true, complete and correct.
Dated: February 10, 1997
BRAHMAN CAPITAL CORP.
By: /s/ Peter A. Hochfelder
-----------------------------
Name: Peter A. Hochfelder
Title: President
BRAHMAN MANAGEMENT L.L.C.
By: /s/ Peter A. Hochfelder
-----------------------------
Name: Peter A. Hochfelder
Title: President
BRAHMAN PARTNERS II, L.P.
By: Brahman Management L.L.C.
By: /s/ Peter A. Hochfelder
-------------------------
Name: Peter A. Hochfelder
Title: President
B-Y PARTNERS, L.P.
By: Brahman Management L.L.C.
By: /s/ Peter A/Hochfelder
-------------------------
Name: Peter A. Hochfelder
Title: President
BRAHMAN INSTITUTIONAL
PARTNERS, L.P.
By: Brahman Management L.L.C.
By: /s/ Peter A. Hochfelder
-------------------------
Name: Peter A. Hochfelder
Title: President<PAGE>
<PAGE>
Page 17 of 47 Pages
/s/ Peter A. Hochfelder
- -------------------------------
Peter A. Hochfelder
/s/ Robert J. Sobel
- -------------------------------
Robert J. Sobel
/s/ Mitchell A. Kuflik
- -------------------------------
Mitchell A. Kuflik
<PAGE>
<PAGE> Page 18 of 47 Pages
EXHIBIT A
DIRECTORS AND EXECUTIVE OFFICERS OF
BRAHMAN CAPITAL CORP. AND
THE MANAGING MEMBERS OF BRAHMAN MANAGEMENT L.L.C.
The name and present principal occupation or employment
of the directors and executive officers of Brahman Capital Corp.,
the Managing Members of Brahman Management L.L.C. and the
directors of Brahman Partners II Offshore, Ltd. are set forth
below. The business address of each director and executive
officer is 277 Park Avenue, 26th Floor, New York, New York 10017.
All such persons are United States citizens, with the exception
of Anthony J. Stocks, a citizen of the United Kingdom and John
M.S. Verhooren, a citizen of the Netherlands.
Present Principal
Name and Position Occupation or Employment
Peter A. Hochfelder President of Brahman Capital Corp.
and Managing Member of
Brahman Management L.L.C.
Robert J. Sobel Vice President and Secretary of
Brahman Capital Corp. and the
Managing Member of Brahman
Management L.L.C.
Mitchell A. Kuflik Vice President and Treasurer of
Brahman Capital Corp. and the
Managing Member of Brahman
Management L.L.C.
Directors of Brahman
Partners II Offshore, Ltd.
Anthony J. Stocks Director of Brahman Partners II
Offshore, Ltd.
John M.S. Verhooren Director of Brahman Partners II
Offshore, Ltd.
<PAGE>
<PAGE> Page 19 of 47 Pages
EXHIBIT B
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities
Exchange Act of 1934, as amended, the persons named below agree
to the joint filing on behalf of each of them of a Statement on
Schedule 13D (including amendments thereto) with respect to the
Common Stock, par value $0.01 per Share, of Chartwell Leisure
Inc. and further agree that this Joint Filing Agreement be
included as an Exhibit to such joint filing. In evidence there-
of, the undersigned, being duly authorized, have executed this
Joint Filing Agreement (which may be executed in counterparts) as
of this 10th day of February, 1997.
BRAHMAN CAPITAL CORP.
By: /s/ Peter A/Hochfelder
----------------------------
Name: Peter A. Hochfelder
Title: President
BRAHMAN MANAGEMENT L.L.C.
By: /s/ Peter A. Hochfelder
----------------------------
Name: Peter A. Hochfelder
Title: President
BRAHMAN PARTNERS II, L.P.
By: Brahman Management L.L.C.
By: /s/ Peter A. Hochfelder
--------------------------
Name: Peter A. Hochfelder
Title: President
B-Y PARTNERS, L.P.
By: Brahman Management L.L.C.
By: /s/ Peter A. Hochfelder
--------------------------
Name: Peter A. Hochfelder
Title: President
<PAGE>
<PAGE> Page 20 of 47 Pages
BRAHMAN INSTITUTIONAL
PARTNERS, L.P.
By: Brahman Management L.L.C.
By: /s/ Peter A. Hochfelder
-------------------------
Name: Peter A. Hochfelder
Title: President
/s/ Peter A. Hochfelder
- -------------------------------
Peter A. Hochfelder
/s/ Robert A. Sobel
- -------------------------------
Robert J. Sobel
/s/ Mitchell A. Kuflik
- -------------------------------
Mitchell A. Kuflik
<PAGE>
<PAGE> Page 21 of 47 Pages
EXHIBIT C
SECURITIES PURCHASE AGREEMENT
among
CHARTWELL LEISURE INC.
and
THE INVESTORS LISTED HEREIN
January 31, 1997
<PAGE>
<PAGE> Page 22 of 47 Pages
PURCHASE AGREEMENT
Dear Sirs:
Chartwell Leisure Inc., a Delaware corporation (the
"Company"), hereby agrees with Quota Fund N.V. - "Brahman",
Brahman Partners II, L.P., Genesis Capital Fund - "Brahman", B-Y
Partners, L.P., Brahman Institutional Partners, L.P. and Brahman
Partners II Offshore, Ltd. (individually an "Investor" and
collectively the "Investors") as follows:
SECTION 1 AUTHORIZATION OF SECURITIES
(a) The Company has authorized 100,000,000 shares of
Common Stock, $.01 par value (the "Common Stock"), of which
9,492,850 shares were issued and outstanding as of the close of
business on January 30, 1997 and 10,000,000 shares of Preferred
Stock, $1.00 par value the ("Preferred Stock") of which no shares
were issued and outstanding as of September 30, 1996.
SECTION 2 PURCHASE AND SALE OF SECURITIES
(a) Subject to the terms and conditions set forth in
this Agreement and in reliance upon the Company's and the
Investors' representations set forth below, on the Closing Date
(as defined below) the Company shall sell to the Investors, and
the Investors shall purchase from the Company, the number of
shares of Common Stock set forth on Schedule 2 at $14.00 per
share for an aggregate cash purchase price (the "Purchase Price")
as set forth on Schedule 2 (such shares, collectively, the
"Shares"). Such sale and purchase shall be effected on the
Closing Date by the Company executing and delivering to the
Investors, duly registered in each Investor's name, a duly
executed stock certificate evidencing the Shares being purchased
by it, against delivery by each Investor to the Company of the
Purchase Price by wire transfer of immediately available funds to
such account as the Company shall designate on the Closing Date.
The Company shall maintain such funds in a segregated interest-
bearing account (the "Segregated Account") for the sole benefit
of the Investors until such time as the conditions set forth in
Section 7 of this Agreement are met or the Investors exercise
their rights under Section 7.2, in which case the funds shall
immediately, but in no event more than one Business Day after
exercise of such right, be returned to the Investors against
delivery of such Shares as provided in Section 7.2.
<PAGE>
<PAGE> Page 23 of 47 Pages
(b) The closing (the "Closing") of such sale and
purchase shall take place at 10:00 A.M., New York City time, on
January 31, 1997 or on such other date as the Investors and the
Company agree to in writing (the "Closing Date"), at the offices
of Werbel & Carnelutti, 711 Fifth Avenue, 5th Floor, New York,
New York, 10022, or at such other location as the Investors and
the Company shall mutually select and agree to.
SECTION 3 REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company represents and warrants to the Investors that:
3.1 Corporate Organization
(a) The Company is a corporation duly organized,
validly existing and in good standing under the laws of the State
of Delaware.
(b) The Company has all requisite power and authority
and has all necessary approvals, licenses, permits and
authorization to own and lease its properties and to carry on its
business as now conducted, except where the failure to have such
approvals, licenses, permits or authorizations would not have a
material adverse effect on the business or financial position of
the Company and its subsidiaries, taken as a whole .
(c) The Company has filed all necessary documents to
qualify to do business as a foreign corporation in, and the
Company is in good standing under the laws of, each jurisdiction
in which the conduct of the Company's business or the nature of
the property owned require such qualification, except where the
failure to so qualify would not have a material adverse affect on
the business or financial position of the Company and its
subsidiaries taken as a whole.
3.2 Business
The Company has caused to be delivered to the Investors
copies of the following, without exhibits thereto (collectively,
including the exhibits thereto the "SEC Reports and Filings"):
(i) The Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995 (File No. 0-24794) filed with
the Commission on April 1, 1996, as amended by the Company's
Annual Report on Form 10-K/A filed with the Commission on May 24,
1996, as amended by the Company's Annual Report on Form 10-K/A
filed with the Commission on July 3, 1996;
<PAGE>
<PAGE> Page 24 of 47 Pages
(ii) The Company's Quarterly Report on Form 10-Q for
the fiscal quarter ended March 31, 1996 filed with the Commission
on May 15, 1996;
(iii) The Company's Quarterly Report on Form 10-Q
for the fiscal quarter ended June 30, 1996 filed with the
Commission on August 8, 1996, as amended by the Company's
Quarterly Report on Form 10-Q/A filed with the Commission on
August 9, 1996;
(iv) The Company's Quarterly Report on Form 10-Q for
the fiscal quarter ended September 30, 1996 filed with the
Commission on November 12, 1996;
(v) The Company's Current Report on Form 8-K, dated
January 23, 1996, filed with the Commission on February 7, 1996,
as amended by the Company's Current Report on Form 8-K/A filed
with the Commission on April 2, 1996, as amended by the Company's
Current Report on Form 8-K/A filed with the Commission on July 3,
1996, as amended by the Company's Current Report on Form 8-K/A
filed with the Commission on July 9, 1996;
(vi) The Company's Current Report on Form 8-K, dated
October 1, 1996, filed with the Commission on October 15, 1996 as
amended by the Company's Current Report on Form 8-K filed with
the Commission on December 12, 1996;
(vii) The Company's registration statement on Form S-3
dated November 22, 1996.
The SEC Reports and Filings include all filings required to
be made by the Company since January 1, 1996 under the Securities
Act of 1933, as amended (the "Securities Act) and the Exchange
Act of 1934 (the "Exchange Act") and any rules and regulations
promulgated thereunder. The SEC Reports and Filings, when filed,
complied in all material respects with all applicable
requirements of the Securities Act and the Exchange Act and the
rules and regulations promulgated thereunder. None of the SEC
Reports and Filings, at the time of filing contained any untrue
statement of a material fact or omitted to state a material fact
required to be stated therein or necessary in order to make the
statements therein not misleading in light of the circumstances
in which they were made. The Company has taken all necessary
actions to ensure its continued inclusion in, and the continued
eligibility of the Common Stock for trading on The NASDAQ Stock
Market under all currently effective and, to the Company's
knowledge, currently proposed inclusion requirements. Each
balance sheet included in the SEC Reports and Filings (including
any related notes and schedules) fairly presents in all material
respects the consolidated financial position of the Company and
its Subsidiaries as of its date, and each of the other financial
statements included in the SEC Reports and Filings (including any
<PAGE>
<PAGE> Page 25 of 47 Pages
related notes and schedules) fairly presents in all material
respects the consolidated results of operations or other
information therein of Company and its Subsidiaries for the
periods or as of the dates therein set forth in accordance with
GAAP consistently applied during the periods involved (except
that the interim reports are subject to adjustments which might
be required as a result of year end audit and except as otherwise
stated therein).
3.3 Financial Statements
The audited consolidated balance sheet of the Company as at
December 31, 1995 and the unaudited consolidated balance sheet of
the Company as at September 30, 1996 fairly present in all
material respects the consolidated financial position of the
Company as at the dates thereof, and the related consolidated
statements of operations, equity and cash flows for the year
ended December 31, 1995 and the nine months ended September 30,
1996 fairly present the results of operations of the Company and
its subsidiaries for the respective periods indicated (except
that the interim reports are subject to adjustments which might
be required as a result of year end audit and except as otherwise
stated therein). All such financial statements, including the
schedules and notes thereto, were prepared in accordance with
generally accepted accounting principles ("GAAP") applied
consistently throughout the periods involved, except as otherwise
stated therein.
3.4 Capitalization
(a) As of the date hereof, the Company has authorized
100,000,000 shares of Common Stock, $.01 par value (the "Common
Stock"), of which 9,492,850 shares were issued and outstanding as
of the close of business on January 30, 1997 and 10,000,000
shares of Preferred Stock, $1.00 par value the ("Preferred
Stock") of which no shares were issued and outstanding as of
September 30, 1996.
(b) All the outstanding shares of capital stock of the
Company have been duly and validly issued and are fully paid and
non-assessable. Upon issuance, sale and delivery as contemplated
by this Agreement, the Shares will be duly authorized, validly
issued, fully paid and non-assessable shares of the Company, free
of all preemptive or similar rights.
(c) Except as set forth on Schedule 3.4 hereto, on the
Closing Date there will be no shares of Common Stock issuable
upon exercise or conversion of any security of the Company nor
will there be any rights, options or warrants outstanding or
other agreements to acquire shares of Common Stock nor will the
Company be contractually obligated to purchase, redeem or
otherwise acquire any of its outstanding shares of Common Stock.
<PAGE>
<PAGE> Page 26 of 47 Pages
No shareholder of the Company is entitled to any preemptive or
similar rights to subscribe for shares of capital stock of the
Company. Except as set forth on Schedule 3.4, no shareholders
have registration rights with respect to their shares.
3.5 Corporate Proceedings, etc.
The Company has authorized the execution, delivery, and
performance of this Agreement and each of the transactions and
agreements contemplated hereby (the "Related Transactions"). No
other corporate action (including shareholder approval) is
necessary to authorize such execution, delivery and performance
of this Agreement or the transactions contemplated hereby (other
than various actions to be taken in connection with the Rights
Offering (as defined herein) and the transactions contemplated by
Section 10 hereof), and upon such execution and delivery, this
Agreement shall constitute the valid and binding obligation of
the Company, enforceable against the Company in accordance with
its terms, except that such enforcement may be subject to
bankruptcy, insolvency, reorganization, moratorium or other
similar laws now or hereafter in effect relating to creditors'
rights and general principles of equity.
3.6 Consents and Approvals
Except for the consents and filings described in Schedule
3.6 hereto, the execution and delivery by the Company of this
Agreement, the performance by the Company of its obligations
hereunder and the consummation by the Company of the transactions
contemplated hereby (other than the Rights Offering (as defined
herein) and the matters contemplated by Section 10 hereof) do not
require the Company to obtain any consent, approval or action of,
or make any filing with or give any notice to, any corporation,
person or firm or any public, governmental or judicial authority.
3.7 Absence of Defaults, Conflicts, etc.
The execution and delivery of this Agreement do not, and the
fulfillment of the terms hereof by the Company, and the issuance
of the Shares will not, result in a breach of any of the terms,
conditions or provisions of, or constitute a default under, or
permit the acceleration of rights under or termination of, any
indenture, mortgage, deed of trust, credit agreement, note or
other evidence of indebtedness, or other material agreement of
the Company (collectively the "Key Agreements and Instruments"),
or the Restated Certificate of Incorporation or the Amended and
Restated By-Laws of the Company, or any rule or regulation of any
court or federal or state regulatory board or body or
administrative agency having jurisdiction over the Company or
over its properties or businesses.
<PAGE>
<PAGE> Page 27 of 47 Pages
No event has occurred and no condition exists which,
upon notice or the passage of time, would constitute a default
under any such Key Agreements and Instruments or in any material
license, permit or authorization to which the Company is a party
or by which it may be bound.
3.8 Compliance with Law
(a) The Company is not in violation of any
laws, ordinances, governmental rules or regulations to which it
is subject, including without limitation, laws or regulations
relating to the environment or to occupational health and safety
which violation would or might materially adversely affect the
properties, business, prospects, profits or condition (financial
or otherwise) of the Company.
(b) The Company has all licenses, permits, franchises
or other governmental authorizations necessary to the ownership
of its property or to the conduct of its business, which if
violated or not obtained would or be reasonably likely to
materially adversely affect the properties, business, prospects,
profits or condition (financial or otherwise) of the Company and
its subsidiaries, taken as a whole. The Company has not finally
been denied any application for any such licenses, permits,
franchises or other governmental authorizations necessary to its
business.
3.9 Pending Actions
There is no action, suit, investigation or proceeding
pending or, to the Company's knowledge, threatened against the
Company or any of its properties or assets by or before any
court, arbitrator or governmental body, department, commission,
board, bureau, agency or instrumentality, which questions the
validity of this Agreement, the Related Transactions, the
issuance or validity of the Shares or any action taken or to be
taken pursuant hereto or thereto, or which is reasonably likely
to result in any material adverse change in the business or
financial condition of the Company and its subsidiaries, taken as
a whole, nor has the Company been notified that either it or any
of its officers, directors or affiliates is the subject of any
investigation or inquiry, informal or otherwise, conducted by the
SEC or NASDAQ and the Company is not in default with respect to
any judgment, order, writ, injunction, decree, or award having
applicability to it or its business or properties, other than any
such defaults which would not have a material adverse effect on
the business or financial position of the Company and its
subsidiaries, taken as a whole.
<PAGE>
<PAGE> Page 28 of 47 Pages
3.10 Private Offering
Neither the Company nor anyone acting on its behalf has sold
or has offered any of the Shares for sale to, or solicited offers
to buy from, or otherwise approached or negotiated with respect
thereto with, any prospective purchaser, other than the Investor.
Neither the Company nor anyone acting on its behalf shall offer
the Shares for issue or sale to, or solicit any offer to acquire
any of the same from, anyone so as to bring the issuance and sale
of such Shares, or any part thereof, within the provisions of
Section 5 of the Securities Act. Based upon the representations
of the Investors set forth in Section 4, the offer, issuance and
sale of the Shares are and will be exempt from the registration
and prospectus delivery requirements of the Securities Act, and
have been registered or qualified (or are exempt from
registration and qualification) under the registration, permit or
qualification requirements of all applicable state securities
laws.
3.11 Brokerage
There are no claims for brokerage commissions or finder's
fees or similar compensation in connection with the transactions
contemplated by this Agreement based on any arrangement made by
or on behalf of the Company.
3.12 Material Facts
This Agreement, the schedules furnished contemporaneously
herewith, and the other agreements, documents, certificates or
written statements furnished or to be furnished to the Investors,
including the SEC Reports and Filings, through the Closing Date
by or on behalf of the Company in connection with the
transactions contemplated hereby, do not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements contained therein or herein, in
light of the circumstances in which they were made, not
misleading.
SECTION 4 REPRESENTATIONS AND WARRANTIES OF THE INVESTORS
Each Investor represents and warrants to the Company as
follows:
(a) It is acquiring the Shares for its own account for
investment and not with a view towards the resale, transfer or
distribution thereof, nor with any present intention of
distributing the Shares, but subject, nevertheless, to any
requirement of law that the disposition of the Investor's
property shall at all times be within the Investor's control, and
without prejudice to the Investor's right at all times to sell or
<PAGE>
<PAGE> Page 29 of 47 Pages
otherwise dispose of all or any part of such securities under a
registration under the 1933 Act or under an exemption from said
registration available under the 1933 Act.
(b) It has full power and legal right to execute and
deliver this Agreement and to perform its obligations hereunder.
(c) Brahman Partners II, L.P., Brahman Institutional
Partners, L.P. and B-Y Partners, L.P., are limited partnerships,
duly organized under the laws of Delaware; and Quota Fund NV--
"Brahman" and Genesis Capital Fund - "Brahman", are investment
accounts managed by Brahman Capital Corp. and Brahman Partners,
respectively; and Brahman Partners II Offshore, Ltd., is a tax-
exempt corporation organized under the laws of the Cayman
Islands.
(d) It has taken all action necessary for the
authorization, execution, delivery, and performance of this
Agreement and its obligations hereunder, and, upon execution and
delivery by the Company, this Agreement shall constitute the
valid and binding obligations of the Investor, enforceable
against the Investor in accordance with its terms, except that
such enforcement may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter
in effect relating to creditors' rights and general principles of
equity.
(e) There are no claims for brokerage commissions or
finder's fees or similar compensation in connection with the
transactions contemplated by this Agreement based on any
arrangement made by or on behalf of the Investor.
(f) It has such knowledge and experience in financial
and business matters that it is capable of evaluating the merits
and risks of its investment in the Company as contemplated by
this Agreement, and is able to bear the economic risk of such
investment for an indefinite period of time. It has been
furnished access to such information and documents as it has
requested and has been afforded an opportunity to ask questions
of and receive answers from representatives of the Company
concerning the terms and conditions of this Agreement and the
purchase of the Shares contemplated hereby and the business and
financial condition of the Company.
(g) It is an "accredited investor" as such term is
defined in Rule 501 under the Securities Act and each, other than
Quota Fund N.V. - "Brahman", Genesis Capital Fund - "Brahman" and
Brahman Partners II Offshore, Ltd. (collectively, the "Non-
Brahman QIBs"), is a Qualified Institutional Buyer as defined
under Rule 144A of the Securities Act. The Non-Brahman QIBs are
institutional investors.
<PAGE>
<PAGE> Page 30 of 47 Pages
(h) Each of the Investors (a) acknowledges that the
Shares are not registered under the Securities Act or under any
state securities laws and that the Shares to be acquired by it
must be held indefinitely by it unless they are subsequently
registered under the Securities Act and under any applicable
state securities laws or an exemption from registration is
available, (b) is aware that any routine sales pursuant to Rule
144 promulgated under the Securities Act of the Shares may be
made only in limited amounts and in accordance with the terms and
conditions of that Rule and that in such cases where the Rule is
not applicable, compliance with some other registration exemption
will be required, (c) is aware that Rule 144 is not presently
available for use by any Investor for resale of the Shares and
(d) is aware that, except as provided in Section 10 of this
Agreement, the Company is not obligated to register under the
Securities Act any sale, transfer or other disposition of the
Shares.
SECTION 5 ADDITIONAL COVENANTS OF THE PARTIES
5.1 Resale of Securities
(a) Each Investor covenants that it will not sell or
otherwise transfer the Shares except pursuant to an effective
registration under the Securities Act or unless it delivers to
the Company an opinion of counsel, in form and substance
reasonably acceptable to the Company, to the effect that the sale
or transfer qualifies as an exempt transaction under the
Securities Act and the rules and regulations promulgated
thereunder.
(b) The certificates evidencing the Shares will bear
the following legend reflecting the foregoing restrictions on the
transfer of such securities:
"The securities evidenced hereby have not been registered
under the Securities Act of 1933, as amended (the "Act"), and may
not be transferred except pursuant to an effective registration
under the Act or in a transaction which, in the opinion of
counsel reasonably satisfactory to the Company, qualifies as an
exempt transaction under the Act and the rules and regulations
promulgated thereunder. Prior to August 1, 1997, the transfer of
the shares represented by this certificate is restricted pursuant
to the Securities Purchase Agreement among Chartwell Leisure Inc.
and the investors listed therein, dated January 31, 1997."
<PAGE>
<PAGE> Page 31 of 47 Pages
5.2 Covenants Pending Closing
Until the Closing, the Company will not, without each
Investor's prior written consent, take any action which would
result in any of the covenants contained in this Agreement
becoming incapable of performance. The Company will promptly
advise the Investors of any action or event of which it becomes
aware which has the effect of rendering any of such covenants
incapable of performance.
5.3 Further Assurance
Each of the parties shall execute such documents and other
papers and take such further actions as may be reasonably
required or desirable to carry out the provisions hereof and the
transactions contemplated hereby. Each such party shall use its
reasonable efforts to fulfill or obtain the fulfillment of the
conditions to the Closing and the Post-Closing Conditions as
promptly as practicable.
5.4 Rights Offering
Each Investor agrees not to exercise or transfer any of the
rights that it receives in connection with the Rights Offering,
and to allow such rights to expire unexercised.
SECTION 6 INVESTORS' CLOSING CONDITIONS
The obligation of the Investors to purchase and pay for the
Shares on the Closing Date, as provided in Section 2 hereof,
shall be subject to the performance by the Company of its
agreements theretofore to be performed hereunder and to the
satisfaction, prior thereto or concurrently therewith, of the
following further conditions:
6.1 No Material Adverse Change
There shall not have occurred any event which in the sole
judgment of the Investors has resulted in or is likely to result
in a material adverse change in the condition (financial or
otherwise), business, operations, assets, properties, financial
results, prospects of the Company or market price of the Common
Stock and no facts exist which in the sole judgment of the
Investors make it inadvisable to proceed with the Closing.
6.2 Representations and Warranties
The representations and warranties of the Company contained
in this Agreement shall be true on and as of the Closing Date as
though such representations and warranties were made at and as of
such date, except as otherwise affected by the transactions
contemplated hereby.
<PAGE>
<PAGE> Page 32 of 47 Pages
6.3 Compliance with Agreement
The Company shall have performed and complied with all
agreements, covenants and conditions contained in this Agreement
which are required to be performed or complied with by the
Company prior to or on the Closing Date.
6.4 Officer's Certificate
The Investors shall have received a certificate, dated the
Closing Date, signed by the Chief Financial Officer of the
Company, certifying that the conditions specified in the
foregoing Sections 6.1, 6.2 and 6.3 hereof have been fulfilled.
6.5 Approval of Proceedings
All proceedings to be taken in connection with the
transactions contemplated by this Agreement, and all documents
incident thereto, shall be satisfactory in form and substance to
the Investors and their counsel; and the Investors shall have
received copies of all documents or other evidence which they and
such counsel may request in connection with such transactions and
of all records of corporate proceedings in connection therewith
in form and substance satisfactory to the Investors and such
counsel.
6.6 Injunction
There shall be no effective injunction, writ, preliminary
restraining order or any order of any nature issued by a court of
competent jurisdiction directing that the transactions provided
for herein or any of them not be consummated as herein provided.
6.7 Opinion
The Investors shall receive an opinion of counsel to the
Company, Battle Fowler LLP, in form and substance satisfying to
Investors and their counsel.
SECTION 7 COMPANY'S POST-CLOSING CONDITIONS
7.1 Closing of Related Transactions
The Company shall have: (i) on or before March 15, 1997
commenced the currently contemplated rights offering at a price
of $14.00 per share (the "Rights Offering"); and (ii) on or
before April 15, 1997 consummated the sale of an aggregate of no
less than 1,071,428 shares of Common Stock to Chartwell Leisure
Associates L.P. II and FSNL LLC at a price of no less than $14.00
per share (collectively, the "Post-Closing Conditions").
<PAGE>
<PAGE> Page 33 of 47 Pages
7.2 Sale Right
In the event that each of the Post-Closing Conditions are
not met on or before April 15, 1997 (the "Section 7.2 Exercise
Date"), the Investors will have the right to sell the Shares
purchased herein to the Company by notifying the Company in
writing (the "Notice") of its intention to sell Shares back to
the Company and the Company shall be required to repurchase such
Shares at a price of $14.00 per share plus interest accrued in
the Segregated Account from the Investors within two (2) Business
Days of receipt of such Notice. The Investors may elect to
exercise such right by notifying the Company in writing of their
intention to sell such shares to the Company. The Closing of
such sale and purchase shall take place at 10:00 a.m. at the
offices of Werbel & Carnelutti, at 711 Fifth Avenue, New York,
New York 10022, within two (2) Business Days of receipt of such
Notice. The Company shall pay the purchase price in immediately
available funds against delivery of such Shares and such
certificates representing the Shares shall be duly endorsed to
the Company or accompanied by duly executed stock power naming
the Company as transferee.
7.3 Officers' Certificate
The Investors shall have received a certificate signed by
the Chief Financial Officer of the Company, certifying that the
conditions specified in Section 7.1 hereof have been fulfilled.
SECTION 8 COMPANY'S CLOSING CONDITIONS
The obligation of the Company to issue and deliver the
Shares on the Closing Date, as provided in Section 2 hereof,
shall be subject to the performance by the Investors of their
agreements theretofore to be performed hereunder and to the
satisfaction, prior thereto or concurrently therewith, of the
following further conditions:
8.1 Representations and Warranties
The representations and warranties of the Investors
contained in this Agreement shall be true on and as of the
Closing Date as though such warranties and representations were
made at and as of such date, except as otherwise affected by the
transactions contemplated hereby.
8.2 Compliance with Agreement
The Investors shall have performed and complied with all
agreements, covenants and conditions contained in this Agreement
which are required to be performed or complied with by it prior
to or on the Closing Date.
<PAGE>
<PAGE> Page 34 of 47 Pages
8.3 Investor Certificate
The Company shall have received a certificate from each
Investor, dated the Closing Date, signed by a duly authorized
representative of each Investor, certifying that the conditions
specified in the foregoing Sections 8.1 and 8.2 hereof have been
fulfilled.
8.4 Injunction
There shall be no effective injunction, writ, preliminary
restraining order or any order of any nature issued by a court of
competent jurisdiction directing that the transactions provided
for herein or any of them not be consummated as herein provided.
SECTION 9 COVENANTS
9.1 Financial and Business Information
From and after the date hereof, the Company shall deliver to
the Investors so long as the Investors collectively hold
beneficially (within the meaning of Rule 13d-3 under the Exchange
Act) at least 25% of the Shares being purchased by the Investors
on the date hereof:
(a) Quarterly Statements - as soon as practical, and
in any event within 50 days after the close of each of the first
three fiscal quarters of each fiscal year of the Company, a copy
of the Company's Quarterly Report on Form 10-Q for such quarter
or, if the Company is not required to file such a report with the
SEC, an unaudited consolidated balance sheet and statements of
operations, stockholders' equity and cash flows of the Company
and any subsidiaries as at the close of such quarter and covering
operations for such quarter, and the portion of the Company's
fiscal year ending on the last day of such quarter, all in
reasonable detail and prepared in accordance with GAAP
consistently applied, subject to audit and year-end adjustments,
setting forth in each case in comparative form the figures for
the comparable period of the previous fiscal year.
(b) Annual Statements - as soon as practical after the
end of each fiscal year of the Company, and in any event within
105 days thereafter, a copy of the Company's Annual Report on
Form 10-K for such year or, if the Company is not required to
file such a report with the SEC duplicate copies of:
(i) consolidated balance sheets of the Company
and any subsidiaries at the end of such year; and
<PAGE>
<PAGE> Page 35 of 47 Pages
(ii) consolidated statements of operations,
stockholders, equity and cash flows of the Company and any
subsidiaries for such year, setting forth in each case in
comparative form the figures for the previous fiscal year, all in
reasonable detail and accompanied by an opinion thereon of
Deloitte & Touche LLP or such other independent certified public
accountants of recognized national standing selected by the
Company, which opinion shall state that such financial statements
fairly present the financial position of the Company and any
subsidiaries on a consolidated basis and have been prepared in
accordance with GAAP consistently applied (except for changes in
application in which such accountants concur) and that the
examination of such accountants in connection with such financial
statements has been made in accordance with generally accepted
auditing standards, and accordingly included such tests of the
accounting records and such other auditing procedures as were
considered necessary in the circumstances.
(c) Other Reports - promptly upon their becoming
available, one copy of each financial statement, report, notice
or proxy statement sent by the Company to stockholders generally;
(d) Requested Information - with reasonable
promptness, the Company shall furnish the Investors with such
other data and information as from time to time may be reasonably
requested.
(e) Access to Data - The Investors shall be allowed
reasonable access to the Company's records, financial data and
facilities and they shall have the opportunity to discuss the
Company's business, management and financial affairs with the
Company's management on a reasonable basis. The Investors shall
also have the right to ask questions of the Company's officers on
a reasonable basis and the Investors shall have the right to
receive answers to their satisfaction. As to so much of the
information and other material furnished pursuant to this
subsection as constitutes or contains confidential business,
financial or other information of the Company or any subsidiary
and which is marked "Confidential" or which the Investors are
notified is confidential, each Investor, covenants for itself and
its directors, officers and partners that it will use due care to
prevent its officers, directors, partners, employees, counsel,
accountants and other representatives from disclosing such
information to persons other than their respective authorized
employees, counsel, accountants, shareholders, partners, limited
partners and other authorized representatives; provided, however,
that each Investor may disclose or deliver any information or
other material disclosed to or received by it should the Investor
be advised by its counsel that such disclosure or delivery is
required by law, regulation or judicial or administrative order.
<PAGE>
<PAGE> Page 36 of 47 Pages
For purposes of this Section 8.2, "due care" means at least the
same level of care that the Investor would use to protect the
confidentiality of its own sensitive or proprietary information,
and this obligation shall survive termination of this Agreement.
SECTION 10 REGISTRATION RIGHTS
Investor shall have the following registration rights with
respect to the Shares purchased by it pursuant to this Agreement:
10.1 Required Registration
The Company agrees to register the Shares together with the
Common Stock sold pursuant to the Company's Rights Offering (the
"Rights Offering Registration") or, in the alternative, the
Company agrees to register all of the Shares purchased hereunder
pursuant to a registration statement on Form S-3. In the event
that the Shares are not registered in the Rights Offering
Registration, the Company undertakes to file a registration
statement on Form S-3 covering resale of the Shares (the "Shelf
Registration") and to use its best efforts to cause such
registration statement to become effective within ninety (90)
days of Closing. The Company shall maintain the effectiveness of
the Rights Offering Registration or the Shelf Registration (which
ever is applicable) until such time as the investors have sold
all of their Shares or are able to sell their Shares under Rule
144 of the Securities Act without limitation.
10.2 Lock-Up Agreement
Investors agree not to sell, transfer or otherwise dispose
of, directly or indirectly, any of their Shares without the prior
written consent of the Company, until August 1, 1997, except
pursuant to Section 7.2 hereof.
10.3 Registration Procedures
(a) With respect to the registration, qualification or
compliance effected by the Company subject to this Section 10,
the Company shall keep Investor advised in writing as to the
initiation of such registration, qualification and compliance and
as to the completion thereof. In addition, the Company shall at
its own expense:
(i) prepare and file with the SEC such amendments
and supplements to such registration statement as may be
necessary to keep such registration, qualification or compliance
effective and comply with provisions of the Securities Act with
respect to the disposition of all securities covered thereby
during such period;
<PAGE>
<PAGE> Page 37 of 47 Pages
(ii) update, correct, amend and supplement such
registration, qualification or compliance as necessary;
(iii) if such offering is to be underwritten, in
whole or in part, enter into a written agreement which is
customary in form and substance and reasonably satisfactory to
the managing underwriter and the registering Investor;
(iv) furnish such number of prospectuses,
including preliminary prospectuses, and other documents incident
thereto as Investor may reasonably request from time to time;
(v) register or qualify such Shares under such
other securities or blue sky laws of such jurisdictions of the
United States as Investor may reasonably request to enable it to
consummate the disposition in such jurisdiction of the Shares
(provided that Company will not be required to (i) qualify
generally to do business in any jurisdiction where it would not
otherwise be required to qualify but for this provision, or (ii)
consent to general service of process in any such jurisdiction)
or otherwise take action that would subject it to general
jurisdiction of the courts of any jurisdiction in which it is not
so subject or (iii) subject itself to taxation in any
jurisdiction where it is not subject.
(vi) notify Investor at any time when a prospectus
relating to the Shares is required to be delivered under the
Securities Act, of the happening of any event as a result of
which the prospectus included in such registration statement
contains an untrue statement of a material fact or omits any fact
necessary to make the statement therein not misleading, and at
the request of Investor, the Company will prepare a supplement or
amendment to such prospectus, so that, as thereafter delivered to
purchasers of such shares, such prospectus will not contain any
untrue statements of a material fact or omit to state any fact
necessary to make the statements therein not misleading;
(vii) cause all such Shares to be listed on
each securities exchange on which similar securities issued by
the Company are then listed and obtain all necessary approvals
from The NASDAQ Stock Market for trading thereon;
(viii) provide a transfer agent and registrar
for all such Shares not later than the effective date of such
registration statement;
(ix) upon the sale of any Shares pursuant to such
registration statement, remove all restrictive legends from all
certificates or other instruments evidencing the Shares; and
<PAGE>
<PAGE> Page 38 of 47 Pages
(x) At any time when the registration statement
effected pursuant to this Section 10 is effective, upon written
notice from the Company to the Investor that the Company
determines in the good faith judgment of the Board of Directors
or a committee of the Board of Directors of the Company, with the
advice of counsel, that the Investor's sale of the Shares
pursuant to the registration statement would require disclosure
of non-public material information the disclosure of which would
have a material adverse effect on the Company (an "Information
Blackout"), the Investor shall suspend sales of the Shares
pursuant to such registration statement until the earlier of:
(X) the date upon which such material information is disclosed to
the public or cease to be material, or (Y) such time as the
Company notifies the Investor that sales pursuant to such
registration statement be resumed, but in no event, in either
case, later than 5 days after the date of such notice.
(b) Notwithstanding anything herein to the
contrary, except as required by law, all expenses incurred by the
Company in complying with this Section 10, including but not
limited to, all registration, qualification and filing fees,
printing expenses, fees and disbursements of counsel and
accountants for the Company, blue sky fees and expenses
(including fees and disbursements of counsel related to all blue
sky matters and the fees and expenses of legal counsel to the
Investors) ("Registration Expenses") incurred in connection with
any registration, qualification or compliance pursuant to this
Section 10 shall be borne by the Company. All underwriting
discounts and selling commissions applicable to a sale or
disposition of the Shares incurred in connection with any
registration of the Shares and all transfer taxes, if any,
relating to the sale or disposition of the Shares by the
Investors shall be borne by the Investors.
10.4 Further Information
If the Shares owned by a Investor are included in the
registration, such Investor shall furnish the Company such
information regarding itself as the Company may reasonably
request and as shall be required in connection with any
registration, qualification or compliance referred to in this
Agreement and Investor shall indemnify the Company with respect
thereto in accordance with Section 10 hereof. Investors hereby
represent and warrant to the Company that it has accurately and
completely provided the requested information, and Investors
agree and acknowledge that the Company may rely on such
information as being true and correct for purposes of preparing
and filing the Shelf Registration at the time of filing thereof
and at the time it is declared effective, unless Investors have
notified the Company in writing to the contrary prior to such
time.<PAGE>
<PAGE> Page 39 of 47 Pages
SECTION 11 INDEMNIFICATION
11.1 Indemnification Generally
The Company, on the one hand, and Investors, on the other
hand (each an "Indemnifying Party"), shall indemnify the other
from and against any and all losses, damages, liabilities,
claims, charges, actions, proceedings, demands, judgments,
settlement costs and expenses of any nature whatsoever
(including, without limitation, attorneys' fees and expenses) or
deficiencies resulting from any breach of a representation,
warranty or covenant by the Indemnifying Party and all claims,
charges, actions or proceedings incident to or arising out of the
foregoing.
11.2 Indemnification Relating to Registration Rights
(a) With respect to any registration, qualification or
compliance effected or to be effected pursuant to Section 10 of
this Agreement, the Company shall indemnify each Investor whose
securities are included or are to be included therein, each of
such Investor's directors and officers, each underwriter (as
defined in the Securities Act) of the securities sold by such
Investor (if any), and each Person who controls (within the
meaning of the Securities Act) any such Investor or underwriter
(a "Controlling Person") from and against all losses, damages,
liabilities, claims, charges, actions, proceedings, demands,
judgments, settlement costs and expenses of any nature whatsoever
(including, without limitation, reasonable attorneys' fees and
expenses) or deficiencies of any such Investor or any such
underwriter or Controlling Person concerning:
(i) any untrue statement (or alleged untrue
statement) of a material fact contained in any prospectus,
offering circular or other document (including any related
registration statement, notification or the like) incident to any
such registration, qualification or compliance;
(ii) any omission (or alleged omission) to state
therein a material fact required to be stated therein or
necessary to make the statement therein, in the light of the
circumstances under which it was made, not misleading; or
(iii) any violation by the Company of the
Securities Act or any rule or regulation promulgated thereunder
applicable to the Company, or of any blue sky or other state
securities laws or any rule or regulation promulgated thereunder
applicable to the Company,
<PAGE>
<PAGE> Page 40 of 47 Pages
in each case, relating to any action or inaction required of the
Company in connection with any such registration, qualification
or compliance, and subject to Section 11 below will reimburse
each such Person entitled to indemnity under this Section 11 for
all legal and other expenses reasonably incurred in connection
with investigating or defending any such loss, damage, liability,
claim, charge, action, proceeding, demand, judgment, settlement
or deficiency; provided, however, that, the foregoing indemnity
and reimbursement obligation shall not be applicable to the
extent that any such matter arises out of or is based on any
untrue statement (or alleged untrue statement) or omission (or
alleged omission) made in reliance upon and in conformity with
written information furnished to the Company by or on behalf of
such Investor or by or on behalf of such an underwriter
specifically for use in such prospectus, offering circular or
other document.
(b) With respect to any registration, qualification or
compliance effected or to be effected pursuant to this Agreement,
each Investor whose securities are included or are to be included
therein, shall indemnify the Issuer from and against all losses,
damages, liabilities, claims, charges, actions, proceedings,
demands, judgments, settlement costs and expenses of any nature
whatsoever (including, without limitation, reasonable attorneys'
fees and expenses) or deficiencies of the Company concerning:
(i) any untrue statement (or alleged untrue
statement) of a material fact contained in any prospectus,
offering, circular or other document (including any related
registration statement, notification or the like) incident to any
such registration, qualification or compliance;
(ii) any omission (or alleged omission) to state
therein a material fact required to be stated therein or
necessary to make the statement therein, in the light of the
circumstances under which it was made, not misleading; or
(iii) any violation by such Investor of the
Securities Act or any rule or regulation promulgated thereunder
applicable to the Company or such Investor or of any blue sky or
other state securities laws or any rule or regulation promulgated
thereunder applicable to the Company or such Investor,
in each case, relating to any action or inaction required of such
Investor in connection with any such registration, qualification
or compliance, and subject to Section 11 below will reimburse the
Company for all legal and other expenses reasonably incurred in
connection with investigating or defending any such loss, damage,
liability, claim, charge, action, proceeding, demand, judgment,
settlement or deficiency; provided, however, that, the foregoing
indemnity and reimbursement obligation of the Investors shall
<PAGE>
<PAGE> Page 41 of 47 Pages
only be applicable to the extent that any such matter solely
arises out of or is based on any untrue statement (or alleged
untrue statement) or omission (or alleged omission) made in
reliance upon and in conformity with written information
furnished to the Company by the Investor specifically for use in
such prospectus, offering circular or other document; and
provided, further, however, that, the obligation of the Investor
hereunder shall be limited to an amount equal to the proceeds to
the Investor sold as contemplated hereunder.
11.3 Indemnification Procedures
Each Person entitled to indemnification under this Section
(an "Indemnified Party") shall give notice as promptly as
reasonably practicable to each party required to provide
indemnification under this Section (an "Indemnifying Party") of
any action commenced against or by it in respect of which
indemnity may be sought hereunder, but failure to so notify, an
Indemnifying Party shall not relieve such Indemnifying Party from
any liability that it may have otherwise than on account of this
indemnity agreement so long as such failure shall not have
materially prejudiced the position of the Indemnifying Party.
Upon such notification, the Indemnifying Party shall assume the
defense of such action if it is a claim brought by a third party,
and after such assumption the Indemnifying Party shall not be
entitled to reimbursement of any expenses incurred by it in
connection with such action except as described below. In any
such action, any Indemnified Party shall have the right to retain
its own counsel, but the fees and expenses of such counsel shall
be at the expense of such Indemnified Party unless (i) the
Indemnifying Party and the Indemnified Party shall have mutually
agreed to the contrary or (ii) the named parties in any such
action (including any impleaded parties) include both the
Indemnifying Party and the Indemnified Party and representation
of both parties by the same counsel would be inappropriate due to
actual or potential differing or conflicting interests between
them. The Indemnifying Party shall not be liable for any
settlement of any proceeding effected without its written consent
(which shall not be unreasonably withheld or delayed by such
Indemnifying Party), but if settled with such consent or if there
be final judgment for the plaintiff, the Indemnifying Party shall
indemnify the Indemnified Party from and against any loss, damage
or liability by reason of such settlement or judgment.
SECTION 12 INTERPRETATION OF THIS AGREEMENT
12.1 Terms Defined
As used in this Agreement, the following terms have the
respective meanings set forth below or set forth in the Section
hereof following such term:
<PAGE>
<PAGE> Page 42 of 47 Pages
Business Day: shall mean a day other than a Saturday,
Sunday or other day on which banks in the State of New York are
not required or authorized to close.
Closing: shall mean the consummation of the purchase and
sale of the Shares described in Section 2(a).
Common Stock: shall have the meaning set forth in Section
1.
Exchange Act: shall mean the Securities Exchange Act of
1934.
GAAP: shall have the meaning set forth in Section 3.3.
Governmental Authority: any nation or government, any state
or other political subdivision thereof, and any entity or
official exercising executive, legislative, judicial, regulatory
or administrative functions of or pertaining to government.
Person: shall mean an individual, partnership, corporation,
trust or unincorporated organization, and a government or agency
or political subdivision thereof.
Requirements of Law: means as to any Person, the articles
of incorporation, bylaws or other organizational or governing
documents of such person, and any domestic or foreign and
federal, state or local law, rule, regulation, statute or
ordinance or determination of any arbitrator or a court or other
Governmental Authority, in each case applicable to or binding
upon such Person or any of its properties or to which such Person
or any of its property is subject.
SEC: shall mean the Securities and Exchange Commission.
Securities Act: shall mean the Securities Act of 1933, as
amended.
Subsidiary: shall mean a corporation of which a Person
owns, directly or indirectly, more than 50% of the Voting Stock.
Voting Stock: shall mean securities of any class or classes
of a corporation the holders of which are ordinarily, in the
absence of contingencies, entitled to elect a majority of the
corporate directors (or Persons performing similar functions).
12.2 Directly or Indirectly
Where any provision in this Agreement refers to action to be
taken by any Person, or which such Person is prohibited from
taking, such provision shall be applicable whether such action is
taken directly or indirectly by such Person.
<PAGE>
<PAGE> Page 43 of 47 Pages
12.3 Governing Law
This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
12.4 Paragraph and Section Headings
The headings of the sections and subsections of this
Agreement are inserted for convenience only and shall not be
deemed to constitute a part thereof.
SECTION 13 MISCELLANEOUS
13.1 Notices
(a) All communications under this Agreement shall be
in writing and shall be mailed by first class mail, postage
prepaid, or by overnight courier:
(i) if to the Investors, c/o Brahman Securities,
Inc., 277 Park Avenue, 26th Floor, New York, New York 10017,
marked for attention of Mr. Robert Sobel, or at such other
address as the Investor may have furnished the Company in
writing, with a copy to Werbel & Carnelutti, 711 Fifth Avenue,
New York, New York 10022, Attn: Stephen M. Davis, Esq. or
(ii) if to the Company, at 605 Third Avenue, New
York, New York 10158, marked for the attention of the Chairman of
the Board, or at such other address as it may have furnished in
writing to the Investor with a copy to Battle Fowler LLP, 75 East
55th Street, New York, New York 10022, Attn: John N. Turitzin,
Esq.
(b) Any notice so addressed and mailed (i) by
registered or certified mail shall be deemed to be given on the
third Business Day after the date the same is so mailed or (ii)
by courier shall be deemed to be given on the date on which such
notice is received.
13.2 Expenses
The Company shall pay the fees and expenses of the
Investors, including the Investors' legal fees and expenses
incurred in connection with the preparation, execution and
delivery of this Agreement and the transactions contemplated
hereby and the enforcement of any of the Investors' rights
hereunder.
<PAGE>
<PAGE> Page 44 of 47 Pages
13.3 Survival
All warranties, representations, and covenants made by the
Investor and the Company herein or in any certificate or other
instrument delivered by the Investors or the Company under this
Agreement shall be considered to have been relied upon by the
Company or the Investors, as the case may be, and shall survive
all deliveries to the Investors of the Shares, or payment to the
Company for such Shares, regardless of any investigation made by
the Company or the Investors, as the case may be, or on the
Company's or the Investors' behalf. All statements in any such
certificate or other instrument shall constitute warranties and
representation by the Company or the Investors, as the case may
be, hereunder.
13.4 Entire Agreement; Amendment and Waiver
This Agreement shall inure to the benefit of and shall be
binding upon the successors and assigns of each of the parties.
This Agreement and the agreements attached as Exhibits hereto
constitute the entire understandings of the parties hereto and
supersede all prior agreements or understandings with respect to
the subject matter hereof between such parties. This Agreement
may be amended, and the observance of any term of this Agreement
may be waived, with (and only with) the written consent of the
Company and the Investor.
13.5 Counterparts
This Agreement may be executed in one or more counterparts
with the same effect as if the parties executing the counterparts
had each executed one instrument as of the day and year first
above written.
<PAGE>
<PAGE> Page 45 of 47 Pages
13.6 Successors and Assigns
This Agreement and all of the provisions hereof, including
all of rights of the Investors hereunder, shall inure to the
benefit of the parties hereto and their respective successors and
assigns.
Very truly yours,
CHARTWELL LEISURE INC.
By:--------------------------
Name: Richard L. Fisher
Title: Chief Executive Officer
QUOTA FUND N.V. - "BRAHMAN"
By:-----------------------
Name:
Title:
BRAHMAN PARTNERS II, L.P.
By: ------------------------
Name:
Title:
GENESIS CAPITAL FUND - "BRAHMAN"
By:----------------------------
Name:
Title:
B-Y PARTNERS, L.P.
By:-----------------------------
Name:
Title:
BRAHMAN INSTITUTIONAL PARTNERS, L.P.
By:-----------------------------
Name:
Title:
BRAHMAN PARTNERS II OFFSHORE, LTD.
By: ----------------------------
Name:
Title:
<PAGE>
<PAGE> Page 46 of 47 Pages
Schedule 2
Investors
<TABLE>
<CAPTION>
Investor Name Number of Shares Purchase Price
- -------------------------------------------------------
<S> <C> <C>
- -------------------------------------------------------
Quota Fund N.V.
- "Brahman" 167,900 $ 2,350,600
- --------------------------------------------------------
Brahman Partners II,
L.P. 204,500 2,863,000
- --------------------------------------------------------
Genesis Capital Fund
- "Brahman" 19,600 274,400
- --------------------------------------------------------
B-Y Partners, L.P. 262,700 3,677,800
- ---------------------------------------------------------
Brahman Institutional
Partners, L.P. 253,400 3,547,600
- ---------------------------------------------------------
Brahman Partners II
Offshore, Ltd. 91,900 1,286,600
- ---------------------------------------------------------
TOTAL 1,000,000 $14,000,000
<FN>
- -----------
</TABLE>
<PAGE>
<PAGE> Page 47 of 47 Pages
Schedule 3.4
Rights
(1) As of January 31, 1995, an aggregate of 3,000,000 shares of
Common Stock reserved for issuance under the Company's 1994 Stock
Option Plan, including 2,107,833 shares as to which options were
then outstanding.
(2) As of January 31, 1996, 373,280 shares of Common Stock
reserved for issuance under HFS Incorporated's 1992 Incentive
Stock Option Plan, as to which 373,280 options were then
outstanding.
(3) Chartwell Leisure Associates L.P. II ("CL Associates") and
FSNL LLC ("FSNL") pursuant to the Registration Rights Agreement,
dated as of August 8, 1996, between CL Associates, FSNL and
Chartwell Leisure Inc.
90173
