SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
Chartwell Re Corporation
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
16139W 10 9
(CUSIP Number)
Mark F. Kemper
Brinson Partners, Inc.
209 South LaSalle
Chicago, Illinois 60604-1295
(312) 220-7138
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 11, 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 13d-1(b)(3) or (4) check
the following box:/__/
<PAGE>
SCHEDULE 13D
CUSIP No. 16139W 10 9 Page 2 of 17 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Virginia Retirement System 54-6001808
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)/_/
(b)/x/
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) /__/
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Virginia
7 SOLE VOTING POWER
--
NUMBER OF SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 4,715,325 (See Item 5)
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
-
10 SHARED DISPOSITIVE POWER
575,831(See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
575,831 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES /X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0%
14 TYPE OF REPORTING PERSON
EP
<PAGE>
SCHEDULE 13D
CUSIP No. 16139W 10 9 Page 3 of 17 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Brinson Partners Inc. 36-3664388
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)/_/
(b)/x/
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) /__/
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware
7 SOLE VOTING POWER
--
NUMBER OF SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 4,715,325 (See Item 5)
PERSON WITH
9 SOLE DISPOSITIVE POWER
--
10 SHARED DISPOSITIVE POWER
616,962 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
616,962 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES /X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.4%
14 TYPE OF REPORTING PERSON
IA
<PAGE>
SCHEDULE 13D
CUSIP No. 16139W 10 9 Page 4 of 17 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Institutional Venture Capital Fund II 36-3629105
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)/_/
(b)/x/
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) /__/
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Illinois
7 SOLE VOTING POWER
--
NUMBER OF SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 4,715,325 (See Item 5)
PERSON WITH
9 SOLE DISPOSITIVE POWER
--
10 SHARED DISPOSITIVE POWER
41,131 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
41,131 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES /X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4%
14 TYPE OF REPORTING PERSON
EP
<PAGE>
SCHEDULE 13D
CUSIP No. 16139W 10 9 Page 5 of 17 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Brinson Trust Company 36-3718331
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)/_/
(b)/x/
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) /__/
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Illinois
7 SOLE VOTING POWER
--
NUMBER OF SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 4,715,325 (See Item 5)
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
--
10 SHARED DISPOSITIVE POWER
41,131 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
41,131 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES /X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4%
14 TYPE OF REPORTING PERSON
BK
<PAGE>
SCHEDULE 13D
CUSIP No. 16139W 10 9 Page 6 of 17 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Brinson Holdings, Inc. 36-3670610
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)/_/
(b)/x/
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) /__/
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware
7 SOLE VOTING POWER
--
NUMBER OF SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 4,715,325 (See Item 5)
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
--
10 SHARED DISPOSITIVE POWER
616,962 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
616,962 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES /X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.4%
14 TYPE OF REPORTING PERSON
HC
<PAGE>
SCHEDULE 13D
CUSIP No. 16139W 10 9 Page 7 of 17 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SBC Holdings (USA), Inc. 13-3506524
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)/_/
(b)/x/
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) /__/
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware
7 SOLE VOTING POWER
--
NUMBER OF SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 4,715,325 (See Item 5)
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
--
10 SHARED DISPOSITIVE POWER
616,962 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
616,962 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES /X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.4 %
14 TYPE OF REPORTING PERSON
HC
-7-
<PAGE>
SCHEDULE 13D
CUSIP No. 16139W 10 9 Page 8 of 17 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Swiss Bank Corporation 13-5424347
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)/_/
(b)/x/
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) /__/
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Switzerland
7 SOLE VOTING POWER
--
NUMBER OF SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 4,715,325 (See Item 5)
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
--
10 SHARED DISPOSITIVE POWER
616,962 (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
616,962 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES /X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.4%
14 TYPE OF REPORTING PERSON
HC
<PAGE>
SCHEDULE 13D
CUSIP No. 16139W 10 9 Page 9 of 17 Pages
THIS AMENDMENT NO. 2 AMENDS THE STATEMENT ON SCHEDULE 13D FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION") ON
DECEMBER 26, 1995, AS AMENDED BY AMENDMENT NO. 1 THERETO FILED WITH
THE COMMISSION ON JANUARY 19, 1996 (COLLECTIVELY, THE "STATEMENT")
WITH RESPECT TO THE COMMON STOCK, PAR VALUE $.01 PER SHARE, OF
CHARTWELL RE CORPORATION, A DELAWARE CORPORATION.
THIS AMENDMENT NO. 2 IS THE FIRST ELECTRONIC AMENDMENT TO THE
STATEMENT. ACCORDINGLY, PURSUANT TO THE REQUIREMENTS OF RULE 13D-3(C)
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE "EXCHANGE
ACT"), AND RULE 101(A)(2)(II) OF REGULATION S-T, THIS AMENDMENT NO. 2
RESTATES THE ENTIRE TEXT OF THE STATEMENT, EXCEPT WITH RESPECT TO (I)
ITEMS 7-13 IN THE TABLES ON PAGES 2-8 WHICH PRESENT BENEFICIAL
OWNERSHIP INFORMATION AS OF A CURRENT DATE, (II) SCHEDULES 1 AND 2 AND
PREVIOUSLY FILED EXHIBITS A-E TO THE STATEMENT WHICH ARE INCORPORATED
HEREIN BY REFERENCE, AND (III) THE SIGNATURE PAGES WHICH ARE DATED AS
OF A CURRENT DATE. UNLESS OTHERWISE INDICATED, THE RESTATEMENT OF THE
TEXT OF THE STATEMENT SPEAKS AS OF THE DATE OF SUCH STATEMENT AND THE
INFORMATION WHICH IS BEING PROVIDED BY THIS AMENDMENT NO. 2 SPEAKS AS
OF THE DATE HEREOF. IN ORDER TO DISTINGUISH BETWEEN THE ORIGINAL TEXT
OF THE STATEMENT AND THE INFORMATION WHICH IS BEING PROVIDED BY THIS
AMENDMENT NO. 2, THE LATTER INFORMATION APPEARS IN CAPITALIZED TEXT.
ITEM 1. SECURITY AND ISSUER.
The title of the securities to which this statement relates
is common stock, par value $.01 per share (the "Common Stock") of
Chartwell Re Corporation, a Delaware corporation ("Chartwell"). The
principal executive offices of Chartwell are located at 300 Atlantic
Street, Suite 400, Stamford, CT 06901.
THE INFORMATION PROVIDED IN ITEM 1 HAS NOT CHANGED SINCE THE
FILING OF THE STATEMENT.
ITEM 2. IDENTITY AND BACKGROUND.
(a) - (c); (f). This statement is being filed by (i) the
Virginia Retirement System, a public retirement plan ("VRS"); (ii)
Brinson Partners Inc., a Delaware corporation ("Brinson Partners" );
(iii) Institutional Venture Capital Fund II, an Illinois closed end
collective investment trust ("IVCF"); (iv) Brinson Trust Company, an
Illinois corporation ("Brinson Trust"); (v) Brinson Holdings, Inc., a
Delaware corporation ("Brinson Holdings"); (vi) SBC Holding (USA),
Inc., a Delaware corporation ("SBC Holding"); and (vii) Swiss Bank
Corporation, a Swiss corporation ("SBC") (collectively such persons in
(i) through (vii) being hereinafter referred to as the "Reporting
Persons"). Pursuant to agreements between Brinson Partners and VRS,
Brinson Partners has voting and dispositive power over the shares of
Common Stock held of record by VRS. Brinson Trust is the trustee of
IVCF. The principal business address of VRS, Brinson Partners, IVCF,
Brinson Trust and Brinson Holdings is 209 South LaSalle, Chicago,
Illinois 60604-1295. The principal business address of (i) SBC
Holding is 222 Broadway, New York, NY 10038 and (ii) SBC is
Aeschemplatz CH-4002, Basel, Switzerland. Brinson Partners is a
wholly-owned subsidiary of Brinson Holdings and Brinson Trust is a
wholly-owned subsidiary of Brinson Partners. Brinson Holdings is a
wholly-owned subsidiary of SBC Holding and SBC Holding is a wholly-
owned subsidiary of SBC.
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<PAGE>
SCHEDULE 13D
CUSIP No. 16139W 10 9 Page 10 of 17 Pages
Attached hereto as Schedule 1 and incorporated herein by
reference is a table setting forth all the executive officers and
directors of each of the Reporting Persons and listing the business
address, principal occupation and citizenship of each such person.
(d) - (e). During the last five years, none of the
Reporting Persons has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) and has not
been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction, and was consequently not subject to a
judgment, decree of final order enjoining future violations, of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
During the last five years, to the knowledge of the
Reporting Persons, no person identified in Schedule 1 has been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) nor have they been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction nor as
a result of such proceeding have they been or are they subject to a
judgment, decree of final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
THE INFORMATION PROVIDED IN ITEM 2 HAS NOT CHANGED SINCE THE
FILING OF THE STATEMENT. THE REFERENCED SCHEDULE 1 WAS ATTACHED TO
THE STATEMENT AND IS INCORPORATED HEREIN BY REFERENCE.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
VRS and IVCF originally acquired 636,362 and 45,454 shares
of the Common Stock, respectively, on December 31, 1992.
Subsequently, on February 2, 1994, the Board of Directors of Chartwell
approved the issuance of warrants to VRS and IVCF to purchase 32,523
and 2,323 additional shares of Common Stock, respectively (the
"Warrants").
On December 13, 1995, pursuant to an Agreement and Plan of
Merger, dated a of August 7, 1995, as amended as of November 9, 1995
(as amended, the "Merger Agreement"), between Piedmont Management
Company Inc., a Delaware corporation ("Piedmont") and Chartwell,
Piedmont merged with and into Chartwell, with Chartwell being the
surviving corporation (the "Merger"). In connection with the Merger,
VRS and IVCF entered into a Stockholders Agreement, dated as of
December 13, 1995 (the "Stockholders Agreement"), a copy of which is
attached hereto as Exhibit B and is incorporated herein by reference,
with Chartwell, and certain of its stockholders, including,
Wand/Chartwell Investments L.P., Michigan Mutual Insurance Company,
and FIMA Finance Management Inc. (the foregoing stockholders, together
with VRS and IVCF, the "Chartwell Stockholders") and the stockholders
named on Schedule 2 hereto (such stockholders, collectively, the
"Piedmont Stockholders") (the Piedmont Stockholders and the Chartwell
Stockholders being hereinafter referred to as the "Group"). Certain
of the foregoing individuals are parties to the Stockholders Agreement
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<PAGE>
SCHEDULE 13D
CUSIP No. 16139W 10 9 Page 11 of 17 Pages
in their capacity as trustees of certain trusts as well as in an
individual capacity. The Stockholders Agreement obligates VRS and IVCF
and each of the other persons that are a party to such agreement to
vote their shares of Common Stock in favor of certain nominees
proposed by the Piedmont Stockholders for election to the Chartwell
Board of Directors. As a result, pursuant to Rule 13d-5(b)(1) under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
as of the date of the Stockholders Agreement, the Group may be deemed
to have acquired beneficial ownership of all the Common Stock
beneficially held by each member of the Group.
THE INFORMATION PROVIDED IN ITEM 3 HAS NOT CHANGED SINCE THE
FILING OF THE STATEMENT. THE REFERENCED SCHEDULE 2 WAS ATTACHED TO THE
STATEMENT AND IS INCORPORATED HEREIN BY REFERENCE.
ITEM 4. PURPOSE OF TRANSACTION.
VRS and TVCF originally acquired their shares of the Common
Stock for investment purposes only. Following the Merger, VRS and
IVCF continue to hold such shares for investment purposes only.
As described above, concurrent with the consummation of the
Merger, VRS and IVCF entered into the Stockholders Agreement. The
Stockholders Agreement contains provisions giving the Piedmont
Stockholders and certain permitted transferees of such stockholders,
certain rights with respect to representation on the Chartwell Board
of Directors. Under these provisions, the Piedmont Stockholders are
entitled to designate up to four persons to be nominated for election
to the Chartwell Board of Directors. The number of persons that the
Piedmont Stockholders may designate shall be permanently reduced if
the Piedmont Stockholders hold less than 16% of the outstanding Common
Stock such that(i) if the Piedmont Stockholders hold less than 16% but
equal to or greater than 12% of the Common Stock, they will be
entitled to three designees; (ii) if the Piedmont Stockholders hold
less than 12% but equal to or greater than 8% of the Common Stock,
they will be entitled to two designees; (iii) if the Piedmont
Stockholders hold less than 8% but equal to or greater than 5% of the
Common Stock, they will be entitled to one designee; or (iv) if the
Piedmont Stockholders hold less than 5% of the Common Stock, they will
have no further designation rights. Initially, Stuart Smit Richardson
will exercise the designation rights of the Piedmont Stockholders.
The designees of the Piedmont Stockholders will be
recommended by the nominating committee of Chartwell's Board of
Directors to the full Board of Directors for inclusion in Chartwell's
slate of nominees for election. Each party to the Stockholders
Agreement has agreed to vote its shares in favor of the slate proposed
by Chartwell, subject to the right of the Chartwell Stockholders to be
released from this voting obligation upon their ownership interests in
Chartwell declining below certain specified thresholds. In the event
that any designee of the Piedmont Stockholders ceases to serve as a
director, the Piedmont Stockholders will have the right to designate
another person for election to the Chartwell Board of Directors.
If at any time (i) a designee of the Piedmont Stockholders
is sitting on the Chartwell Board of Directors and (ii) the board of
directors of any principal U.S. subsidiary of Chartwell has any
-11-
<PAGE>
SCHEDULE 13D
CUSIP No. 16139W 10 9 Page 12 of 17 Pages
member, who is not an officer or employee of Chartwell or any of its
subsidiaries, Chartwell shall cause one designee of the Piedmont
Stockholders that is sitting on the Chartwell Board of Directors to be
elected to the board of directors of such subsidiary.
With certain limited exceptions, any party or parties to the
Stockholders Agreement proposing to sell a number of shares of the
Common Stock representing 30% or more of the then outstanding Common
Stock in one or a series of related transactions must provide written
notice to the other parties of the proposed action at least fifteen
days before the proposed date of sale. Within ten days of the receipt
of such notice any other party may inform the party proposing to sell
the shares that such other party desires to sell shares to the
prospective buyer on the same terms and conditions set forth in the
notice and, upon giving notice, such other party will be entitled to
participate on a pro-rata basis in the sale of the shares.
The Stockholders Agreement became effective on December 13,
1995 and shall continue in effect (subject to the earlier termination
of certain provisions as described above) until (i) the written
consent of all parties to the agreement is obtained, (ii) Chartwell is
dissolved or liquidated, (iii) the date which is the later of (A) the
date on which settlement of the CI Notes (as defined in the Merger
Agreement) occurs pursuant to the CI Notes Indenture (as defined in
the Merger Agreement) and (B) the first date on which the total number
of shares of the Common Stock held by the Piedmont Stockholders
represents less than ten percent of the then issued and outstanding
Common Stock, or (iv) eleven years from the date of the Stockholders
Agreement.
As a result of the Stockholders Agreement, the parties
thereto may be deemed to constitute a "group" within the meaning of
Rule 13d-5 under the Exchange Act, and as such, the Group would be
deemed to beneficially own all shares of Common Stock held, in the
aggregate, by all group members.
The Reporting Persons may acquire further shares of Common
Stock or may, at any time, sell or otherwise dispose of all or any
part of the Common Stock beneficially owned by them, or take any other
action with respect to Chartwell or any of its debt or equity
securities in any manner permitted by law.
Except as disclosed in this Item 4, the Reporting Persons
have no current plans or proposals which relate or would result in any
of the events described in Items (a) through (j) of the instructions
to Item 4 of Schedule 13D.
THE INFORMATION PROVIDED IN ITEM 4 HAS NOT CHANGED SINCE THE
FILING OF THE STATEMENT.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) - (b). As of the date hereof, VRS and IVCF hold 636,362
and 45,454 shares of the Common Stock, respectively, and Warrants to
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<PAGE>
SCHEDULE 13D
CUSIP No. 16139W 10 9 Page 13 of 17 Pages
purchase 32,523 and 2,323 additional shares of Common Stock,
respectively. As a result, VRS and IVCF are deemed to hold 9.8% and
0.7%, respectively, of the outstanding shares of Common Stock. By
virtue of their corporate relationships to VRS and IVCF as described
in Item 2 of this Schedule 13D, Brinson Partners, Brinson Trust,
Brinson Holdings, SBC Holdings and SBC may also be deemed to
beneficially own and have the power to dispose or direct the
disposition of certain shares of Common Stock held by VRS and/or IVCF.
Specifically, Brinson Partners, Brinson Holdings, SBC Holdings and SBC
have the power to dispose or direct the disposition of 716,662 shares
of Common Stock representing 10.4% of the outstanding shares of Common
Stock, and Brinson Trust has the power to dispose or direct the
disposition of 47,777 shares of Common Stock representing 0.7% of the
outstanding shares of Common Stock.
Pursuant to and upon consummation of the Merger, VRS and
IVCF entered into the Stockholders Agreement. As a result of the
Stockholders Agreement, the parties thereto may be deemed to
constitute a "group" within the meaning of Rule 13d-5 under the
Exchange Act. The Group may be deemed to own beneficially an
aggregate of 4,815,025 shares of Common Stock representing 70.2% of
the outstanding shares of Common Stock. The Stockholders Agreement
contains certain provisions relating to the voting of shares of Common
Stock owned by the members of the Group as described in Item 4 hereto.
Pursuant to Rule 13d-4 under the Exchange Act, the Reporting Persons
disclaim beneficial ownership of the shares held by the other members
of the Group.
AS OF THE DATE OF THE FILING OF THIS AMENDMENT NO. 2, VRS
AND IVCF HOLD 543,308 AND 38,808 SHARES OF THE COMMON STOCK,
RESPECTIVELY, AND WARRANTS TO PURCHASE 32, 523 AND 2,323 ADDITIONAL
SHARES OF COMMON STOCK, RESPECTIVELY. AS A RESULT, VRS AND IVCF ARE
DEEMED TO HOLD 6.0% AND 0.4%, RESPECTIVELY OF THE OUTSTANDING SHARES
OF COMMON STOCK. BY VIRTUE OF THEIR CORPORATE RELATIONSHIPS TO VRS
AND IVCF AS DESCRIBED IN ITEM 2 OF THIS SCHEDULE 13D, BRINSON
PARTNERS, BRINSON TRUST, BRINSON HOLDINGS, SBC HOLDINGS AND SBC MAY
ALSO BE DEEMED TO BENEFICIALLY OWN AND HAVE THE POWER TO DISPOSE OR
DIRECT THE DISPOSITION OF CERTAIN SHARES OF COMMON STOCK HELD BY VRS
AND/OR IVCF. SPECIFICALLY, BRINSON PARTNERS, BRINSON HOLDINGS, SBC
HOLDINGS AND SBC HAVE THE POWER TO DISPOSE OR DIRECT THE DISPOSITION
OF 616,962 SHARES OF COMMON STOCK REPRESENTING 6.4% OF THE OUTSTANDING
SHARES OF COMMON STOCK, AND BRINSON TRUST HAS THE POWER TO DISPOSE OR
DIRECT THE DISPOSITION OF 41,131 SHARES OF COMMON STOCK REPRESENTING
0.4% OF THE OUTSTANDING SHARES OF COMMON STOCK.
THE GROUP MAY BE DEEMED TO OWN BENEFICIALLY AN AGGREGATE OF
4,715,325 SHARES OF COMMON STOCK REPRESENTING 49.1% OF THE OUTSTANDING
SHARES OF COMMON STOCK. THE STOCKHOLDERS AGREEMENT CONTAINS CERTAIN
PROVISIONS RELATING TO THE VOTING OF SHARES OF COMMON STOCK OWNED BY
THE MEMBERS OF THE GROUP AS DESCRIBED IN ITEM 4 HERETO. PURSUANT TO
RULE 13D-4 UNDER THE EXCHANGE ACT, THE REPORTING PERSONS DISCLAIM
BENEFICIAL OWNERSHIP OF THE SHARES HELD BY THE OTHER MEMBERS OF THE
GROUP.
(c) None of the Reporting Persons, nor, to the best
knowledge of the Reporting Persons, none of the persons listed on
Schedule 1 hereto, has effected any transactions in the Common Stock
during the past 60 days other than as described herein.
-13-
<PAGE>
SCHEDULE 13D
CUSIP No. 16139W 10 9 Page 14 of 17 Pages
ON MARCH 11, 1997, BRINSON PARTNERS SOLD 46,387 SHARES OF
COMMON STOCK HELD OF RECORD BY VRS AT A PRICE OF $28.2030 PER SHARE ON
THE NASDAQ NATIONAL STOCK MARKET. ON MARCH 18, 1997, BRINSON PARTNERS
SOLD 46,667 SHARES OF COMMON STOCK HELD OF RECORD BY VRS AT A PRICE OF
$27.7500 PER SHARE ON THE NASDAQ NATIONAL STOCK MARKET.
ON MARCH 11, 1997, BRINSON TRUST SOLD 3,313 SHARES OF COMMON
STOCK HELD OF RECORD BY IVCF AT A PRICE OF $28.2030 PER SHARE ON THE
NASDAQ NATIONAL STOCK MARKET. ON MARCH 18, 1997, BRINSON TRUST SOLD
3,333 SHARES OF COMMON STOCK HELD OF RECORD BY IVCF AT A PRICE OF
$27.7500 PER SHARE ON THE NASDAQ NATIONAL STOCK MARKET.
(d) Not applicable.
THE INFORMATION PROVIDED IN ITEM 5(D) HAS NOT CHANGED SINCE
THE FILING OF THE STATEMENT.
(e) Not applicable.
THE INFORMATION PROVIDED IN ITEM 5(E) HAS NOT CHANGED SINCE
THE FILING OF THE STATEMENT.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
The responses to Items 3, 4 and 5 are incorporated herein by
reference. Pursuant to the Merger Agreement, VRS, and IVCF entered
into a Registration Rights Agreement, a copy of which is attached
hereto as Exhibit C, which will entitle holders of certain Common
Stock of Chartwell to have such securities registered under federal
and state securities laws. The Registration Rights Agreement is
hereby incorporated herein by reference.
Other than the Stockholders Agreement and the Registration
Rights Agreement there are no other contracts, arrangements,
understandings or relationships with respect to the Common Stock to
which any Reporting Person is a party or by which any Reporting Person
is bound.
THE INFORMATION PROVIDED IN ITEM 6 HAS NOT CHANGED SINCE THE
FILING OF THE STATEMENT.
ITEM 7. EXHIBITS.
Exhibit A: Joint Filing Agreement dated December 22, 1995 among the
Reporting Persons.
Exhibit B: Stockholders Agreement, dated as of December 13, 1995,
among Chartwell, the Chartwell Stockholders and the
Piedmont Stockholders.
-14-
<PAGE>
SCHEDULE 13D
CUSIP No. 16139W 10 9 Page 15 of 17 Pages
Exhibit C: Registration Rights Agreement, dated as of December 13,
1995, among Chartwell and various stockholders of
Chartwell.
Exhibit D: Delegation of Authority for Mark F. Kemper.
Exhibit E: Power of Attorney by Virginia Retirement System.
THE INFORMATION PROVIDED IN ITEM 7 HAS NOT CHANGED SINCE THE
FILING OF THE STATEMENT. THE REFERENCED EXHIBITS WERE ATTACHED TO THE
STATEMENT AND ARE INCORPORATED HEREIN BY REFERENCE.
-15-
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is
true, complete and correct.
VIRGINIA RETIREMENT SYSTEM
By: Brinson Partners, Inc.
Date: April 16, 1997 By: /s/ Mark F. Kemper
--------------------------------------
Name: Mark F. Kemper
Title: Assistant Secretary
BRINSON PARTNERS INC.
Date: April 16, 1997 By: /s/ Mark F. Kemper
--------------------------------------
Name: Mark F. Kemper
Title: Assistant Secretary
BRINSON TRUST COMPANY
Date: April 16, 1997 By: /s/ Mark F. Kemper
-------------------------------------
Name: Mark F. Kemper
Title: Assistant Secretary
INSTITUTIONAL VENTURE CAPITAL FUND II
By: Brinson Trust Company
Date: April 16, 1997 By: /s/ Mark F. Kemper
--------------------------------------
Name: Mark F. Kemper
Title: Assistant Secretary
BRINSON HOLDINGS, INC.
Date: April 16, 1997 By: /s/ Mark F. Kemper
--------------------------------------
Name: Mark F. Kemper
Title: Assistant Secretary
-16-
<PAGE>
SBC HOLDINGS (USA), INC.
Date: April 16, 1997 By: /s/ Mike Daly
--------------------------------------
Name: Mike Daly
Title: Treasurer
Date: April 16, 1997 By: /s/ Mario Cueni
--------------------------------------
Name: Mario Cueni
Title: Secretary
SWISS BANK CORPORATION
Date: April 16, 1997 By: /s/ Martin Weber
--------------------------------------
Name: Martin Weber
Title: Legal Adviser
Date: April 16, 1997 By: /s/ Mario Cueni
--------------------------------------
Name: Mario Cueni
Title: Managing Director, Legal Adviser
-17-
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
------- -----------
Exhibit A: Joint Filing Agreement among the Reporting
Persons.*
Exhibit B: Stockholders Agreement, dated as of December
13, 1995, among Chartwell, the Chartwell
Stockholders and the Piedmont Stockholders.*
Exhibit C: Registration Rights Agreement, dated as of
December 13, 1995, among Chartwell and
various stockholders of Chartwell.*
Exhibit D: Delegation of Authority for Mark F. Kemper.*
Exhibit E: Power of Attorney by Virginia Retirement
System.*
______________
* Previously filed
