SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Chartwell Re Corporation
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class and Securities)
16139W 10 9
(CUSIP Number)
Bruce W. Schnitzer
Wand Partners (S.C.) Inc.
630 Fifth Avenue
Suite 2435
New York, New York 10011
(212) 632-3795
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 20, 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 1 of 16 Pages)
SCHEDULE 13D
CUSIP No. 16139W 10 9
_________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wand/Chartwell Investments L.P.
_________________________________________________________________
(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
Delaware
_________________________________________________________________
(7) SOLE VOTING POWER
NUMBER OF
SHARES ___________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 2,115,860 (See Item 5)
EACH ___________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON
WITH ___________________________________
(10) SHARED DISPOSITIVE POWER
844,534 (See Item 5)
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
844,534 (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
8.8% (See Item 5)
_________________________________________________________________
(14) TYPE OF REPORTING PERSON
PN
_________________________________________________________________
SCHEDULE 13D
CUSIP No. 16139W 10 9
_________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wand Partners (Chartwell) L.P.
_________________________________________________________________
(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
Delaware
_________________________________________________________________
(7) SOLE VOTING POWER
NUMBER OF
SHARES ___________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 2,115,860 (See Item 5)
EACH ___________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON
WITH ___________________________________
(10) SHARED DISPOSITIVE POWER
1,027,011 (See Item 5)
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,027,011 (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
10.4% (See Item 5)
_________________________________________________________________
(14) TYPE OF REPORTING PERSON
PN
_________________________________________________________________
SCHEDULE 13D
CUSIP No. 16139W 10 9
_________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wand Partners (S.C.) Inc.
_________________________________________________________________
(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
Delaware
_________________________________________________________________
(7) SOLE VOTING POWER
NUMBER OF
SHARES ___________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 2,115,860 (See Item 5)
EACH ___________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON
WITH ___________________________________
(10) SHARED DISPOSITIVE POWER
1,027,011 (See Item 5)
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,027,011 (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
10.4% (See Item 5)
_________________________________________________________________
(14) TYPE OF REPORTING PERSON
CO
_________________________________________________________________
SCHEDULE 13D
CUSIP No. 16139W 10 9
_________________________________________________________________
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Bruce W. Schnitzer
_________________________________________________________________
(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
_________________________________________________________________
(7) SOLE VOTING POWER
NUMBER OF
SHARES ___________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 2,115,860 (See Item 5)
EACH ___________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON
WITH ___________________________________
(10) SHARED DISPOSITIVE POWER
1,027,011 (See Item 5)
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,027,011 (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
10.4% (See Item 5)
_________________________________________________________________
(14) TYPE OF REPORTING PERSON
IN
_________________________________________________________________
THIS STATEMENT CONSTITUTES AMENDMENT NO. 1 TO
THE SCHEDULE 13D FILED BY WAND/CHARTWELL INVESTMENTS L.P.
("WAND/CHARTWELL"), WAND PARTNERS (CHARTWELL) L.P. ("WAND
PARTNERS"), WAND PARTNERS (S.C.) INC. (FORMERLY, WAND
PARTNERS INC.) ("WAND") AND BRUCE W. SCHNITZER
(COLLECTIVELY REFERRED TO HEREIN AS THE "REPORTING
PERSONS") ON OR ABOUT DECEMBER 26, 1995. THE SCHEDULE
13D, AS ORIGINALLY FILED, IS HEREINAFTER REFERRED TO AS
THE "SCHEDULE 13D".
THIS AMENDMENT NO. 1 IS THE FIRST ELECTRONIC
AMENDMENT TO THE SCHEDULE 13D. ACCORDINGLY, PURSUANT TO
THE REQUIREMENTS OF RULE 13D-3(C) UNDER THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED (THE "ACT"), AND RULE
101(A)(2)(II) OF REGULATION S-T, THIS AMENDMENT NO. 1
RESTATES THE ENTIRE TEXT OF THE SCHEDULE 13D, EXCEPT WITH
RESPECT TO (I) ITEMS 7-13 IN THE TABLES ON PAGES 2-5
WHICH PRESENT BENEFICIAL OWNERSHIP INFORMATION AS OF THE
CURRENT DATE, (II) ITEM 5 ON PAGES 11 THROUGH 14 WHICH
PRESENT BENEFICIAL OWNERSHIP INFORMATION AS OF THE
CURRENT DATE AND (III) THE SIGNATURE PAGE WHICH IS DATED
AS OF THE CURRENT DATE. UNLESS OTHERWISE INDICATED, THE
RESTATEMENT OF THE TEXT OF THE SCHEDULE 13D SPEAKS AS OF
THE DATE OF SUCH SCHEDULE AND THE INFORMATION WHICH IS
BEING PROVIDED BY THIS AMENDMENT NO. 1 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. 1, 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 SCHEDULE 13D.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c); (f). This statement is being
filed by (i) Wand/Chartwell Investments, L.P., a Delaware
limited partnership ("Wand/Chartwell"); (ii) Wand
Partners (Chartwell) L.P., a Delaware limited partnership
("Wand Partners"); (iii) Wand Partners Inc., a Delaware
corporation ("Wand"); and (iv) Mr. Bruce W. Schnitzer, a
citizen of the United States (collectively such persons
in (i) through (iv) being hereinafter referred to as the
"Reporting Persons").
Wand/Chartwell was formed specifically for the
purpose of acquiring shares of the Common Stock and has
not engaged in any business other than as disclosed
herein. Wand Partners is the general partners of
Wand/Chartwell. Wand Partners was formed specifically
for the purpose of acting as the general partner of
Wand/Chartwell and has not engaged in any business other
than as disclosed herein. Wand is the general partner of
Wand Partners. Wand is principally engaged in business
as a private merchant bank. Wand is deemed to be
controlled, for purposes of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), by Mr. Bruce W.
Schnitzer. Mr. Schnitzer's present principal occupation
or employment is as Chairman and Treasurer of Wand. The
principal business address of each of the Reporting
Persons is 630 Fifth Avenue, New York, New York 10111.
The executive officers of Wand are Mr.
Schnitzer (Chairman and Treasurer) and Mr. David J.
Callard (President and Secretary). Mr. Schnitzer, Mr.
Callard and Mr. Thomas F. Hill are the directors of Wand.
Mr. Callard's present principal occupation or employment
is as President of Wand and Mr. Hill's present principal
occupation or employment is as an independent marketing
consultant. The present principal business address of
Mr. Callard and Mr. Hill is 630 Fifth Avenue, New York,
New York 10111. Each of Messrs. Callard and Hill are
citizens of the United States.
(d)-(e). None of the Reporting Persons, and to
the best knowledge of the Reporting Persons, neither Mr.
Callard nor Mr. Hill, has, during the last five years,
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 or final order enjoining
future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
THE INFORMATION PROVIDED IN ITEM 2 HAS NOT
CHANGED SINCE THE FILING OF THE SCHEDULE 13D, EXCEPT THAT
WAND PARTNERS INC. HAS CHANGED ITS NAME TO "WAND PARTNERS
(S.C.) INC." AND THOMAS F. HILL IS NO LONGER A DIRECTOR
OF WAND.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER
CONSIDERATION.
Wand, Chartwell acquired 911,926 shares of
Common Stock on March 6, 1992. In connection with
Wand/Chartwell's initial investment in Chartwell, the
Chartwell Board of Directors approved the issuance of
warrants to Wand Partners to purchase (i) 81,000 shares
of Common Stock; and (ii) 101,477 shares of Common Stock
(collectively, the "Wand Partners Warrants"). In March,
1994, the Board of Directors of Chartwell approved the
issuance to Wand/Chartwell of a warrant to purchase
46,608 shares of Common Stock (the "Wand/Chartwell
Warrant").
On December 13, 1995, pursuant to an Agreement
and Plan of Merger dated as 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, Wand/Chartwell 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, the Virginia Retirement System,
Institutional Venture Capital Fund II, Michigan Mutual
Insurance Company, and FIMA Finance Management Inc. (the
foregoing stockholders together with Wand/Chartwell, the
"Chartwell Stockholders), and the stockholders named on
Schedule 1 hereto (such stockholders, collectively, the
"Piedmont Stockholders'). Certain of the individuals on
Schedule 1 are parties to the Stockholders Agreement in
their capacities as trustees of certain trusts as well as
in an individual capacity. The Stockholders Agreement
obligates Wand/Chartwell 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 Exchange Act, as of the date of the
Stockholders Agreement, Wand/Chartwell may be deemed to
have acquired beneficial ownership of all the Common
Stock beneficially held by each of the parties to the
Stockholders Agreement.
PURSUANT TO SECTION 6.13 OF THE STOCKHOLDERS
AGREEMENT, THE OBLIGATION OF ANY PERSON THAT IS A PARTY
TO THE STOCKHOLDERS 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 IS TERMINATED AT THE TIME THAT THE NUMBER OF
SHARES OF COMMON STOCK HELD BY SUCH PERSON BECOMES LESS
THAN 5% OF THE THEN ISSUED AND OUTSTANDING SHARES OF
COMMON STOCK. TO THE BEST KNOWLEDGE OF THE REPORTING
PERSONS, CERTAIN PARTIES TO THE STOCKHOLDERS AGREEMENT
CURRENTLY OWN LESS THAN 5% OF THE ISSUED AND OUTSTANDING
SHARES OF COMMON STOCK AND, CONSEQUENTLY, WAND/CHARTWELL
MAY NO LONGER BE DEEMED TO HAVE BENEFICIAL OWNERSHIP OF
THE COMMON STOCK BENEFICIALLY HELD BY SUCH PERSONS.
ITEM 4. PURPOSE OF TRANSACTION.
Wand/Chartwell originally acquired its shares
of the Common Stock and the Wand/Chartwell Warrant for
investment purposes only. Wand Partners originally
acquired the Wand Partners Warrants for investment
purposes only. Following the Merger, Wand/Chartwell and
Wand Partners continue to hold such shares and warrants
for investment purposes only.
As described above, concurrent with the
consummation of the Merger, Wand/Chartwell entered into
the Stockholders Agreement. The Stockholders Agreement
contains provisions giving the Piedmont Stockholders and
certain permitted transferee 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 numbers 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 Smith 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 member who
is not an officer of 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, each member of 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.
PURSUANT TO SECTION 6.13 OF THE STOCKHOLDERS
AGREEMENT, THE OBLIGATION OF ANY PERSON THAT IS A PARTY
TO THE STOCKHOLDERS 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 IS TERMINATED AT THE TIME THAT THE NUMBER OF
SHARES OF COMMON STOCK HELD BY SUCH PERSON BECOMES LESS
THAN 5% OF THE THEN ISSUED AND OUTSTANDING SHARES OF
COMMON STOCK. TO THE BEST KNOWLEDGE OF THE REPORTING
PERSONS, CERTAIN PARTIES TO THE STOCKHOLDERS AGREEMENT
CURRENTLY OWN LESS THAN 5% OF THE ISSUED AND OUTSTANDING
SHARES OF COMMON STOCK AND, CONSEQUENTLY, WAND/CHARTWELL
MAY NO LONGER BE DEEMED TO HAVE BENEFICIAL OWNERSHIP OF
THE COMMON STOCK BENEFICIALLY HELD BY SUCH PERSONS.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) As of the date hereof, Wand/Chartwell holds
911,926 shares of the Common Stock and the Wand/Chartwell
Warrant to purchase 46,608 additional shares of Common
Stock representing 14.0% of the outstanding shares of
Common Stock. As of the date hereof, Wand Partners holds
the Wand Partners Warrants to purchase 182,477 shares of
the Common Stock representing 2.7% of the outstanding
shares of Common Stock. By virtue of their corporate
relationships to Wand/Chartwell as described in Item 2 of
this Schedule 13D, Wand Partners, Wand and Mr. Schnitzer
may also be deemed to beneficially own the 958,534 shares
of Common Stock held by Wand/Chartwell and by virtue of
their corporate relationships to Wand Partners as
described in Item 2 of this Schedule 13D, Wand and Mr.
Schnitzer may also be deemed to beneficially own the
182,477 shares of Common Stock held by Wand Partners. As
a result, Wand/Chartwell is deemed to have the sole power
to dispose or direct the disposition of 958,534 shares of
Common Stock and Wand Partners, Wand and Mr. Schnitzer
are deemed to have the sole power to dispose or direct
the disposition of 1,141,011 shares of Common Stock.
Pursuant to and upon consummation of the
Merger, Wand/Chartwell entered into a 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, each member of the group would be deemed to
own beneficially all shares of Common Stock held, in the
aggregate, by all group members. To the best knowledge
of the Reporting Persons, the other members of the group,
in the aggregate, own 3,566,363 shares of Common Stock
and securities convertible into 107,651 shares of Common
Stock. The group may be deemed to own beneficially an
aggregate of 4,815,025 shares of Common Stock or 70.2% of
the 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, Wand/Chartwell, Wand Partners, Wand and
Mr. Schnitzer disclaim beneficial ownership of the shares
held by the other parties to the Stockholders Agreement.
AS OF THE DATE HEREOF, WAND/CHARTWELL HOLDS
797,926 SHARES OF COMMON STOCK AND WARRANTS TO PURCHASE
46,608 ADDITIONAL SHARES OF COMMON STOCK REPRESENTING
8.8% OF THE OUTSTANDING SHARES OF COMMON STOCK. AS OF
THE DATE HEREOF, WAND PARTNERS HOLDS WARRANTS TO PURCHASE
182,477 SHARES OF COMMON STOCK REPRESENTING 1.9% OF THE
OUTSTANDING SHARES OF COMMON STOCK. BY VIRTUE OF THEIR
RELATIONSHIPS TO WAND/CHARTWELL AS DESCRIBED IN ITEM 2 OF
SCHEDULE 13D, EACH OF WAND PARTNERS, WAND AND MR.
SCHNITZER MAY ALSO BE DEEMED TO BENEFICIALLY OWN THE
844,534 SHARES OF COMMON STOCK AND WARRANTS TO PURCHASE
ADDITIONAL SHARES OF COMMON STOCK HELD BY WAND/CHARTWELL.
IN ADDITION, BY VIRTUE OF THEIR RELATIONSHIPS TO WAND
PARTNERS AS DESCRIBED IN ITEM 2 OF SCHEDULE 13D, EACH OF
WAND AND MR. SCHNITZER MAY ALSO BE DEEMED TO BENEFICIALLY
OWN THE 182,477 WARRANTS TO PURCHASE SHARES OF COMMON
STOCK HELD BY WAND PARTNERS. AS A RESULT, WAND/CHARTWELL
IS DEEMED TO SHARE THE POWER TO DISPOSE OR DIRECT THE
DISPOSITION OF 844,534 SHARES OF COMMON STOCK AND WAND
PARTNERS, WAND AND MR. SCHNITZER ARE EACH DEEMED TO SHARE
THE POWER TO DISPOSE OR DIRECT THE DISPOSITION OF
1,027,011 SHARES OF COMMON STOCK.
AS A RESULT OF THE STOCKHOLDERS AGREEMENT,
WAND/CHARTWELL AND EACH OF THE OTHER PERSONS THAT ARE A
PARTY THERETO MAY BE DEEMED TO CONSTITUTE A "GROUP"
WITHIN THE MEANING OF RULE 13D-5 OF THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED (THE "EXCHANGE ACT"),
AND AS SUCH EACH MEMBER OF THE GROUP WOULD BE DEEMED TO
BENEFICIALLY OWN ALL SHARES OF COMMON STOCK HELD, IN THE
AGGREGATE, BY ALL GROUP MEMBERS. TO THE BEST KNOWLEDGE
OF THE REPORTING PERSONS, THE OTHER MEMBERS OF THE GROUP,
IN THE AGGREGATE, OWN 1,088,849 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 OF THE
SCHEDULE 13D. CONSEQUENTLY, THE GROUP MAY BE DEEMED TO
BENEFICIALLY OWN AND TO SHARE THE POWER TO VOTE OR DIRECT
THE VOTE OF AN AGGREGATE OF 2,115,860 SHARES OF COMMON
STOCK REPRESENTING 21.5% OF THE OUTSTANDING SHARES OF
COMMON STOCK. PURSUANT TO RULE 13D-4 UNDER THE
EXCHANGE ACT, WAND/CHARTWELL, WAND PARTNERS, WAND AND MR.
SCHNITZER EACH DISCLAIM BENEFICIAL OWNERSHIP OF THE
SHARES HELD BY THE OTHER PARTIES TO THE STOCKHOLDERS
AGREEMENT.
(c) None of the Filing Persons, nor, to the
best knowledge of the Filing Persons, Mr. Callard or Mr.
Hill, has effected any transactions in the Common Stock
during the past 60 days except as described herein.
DURING THE LAST 60 DAYS, THE REPORTING PERSONS
WERE ENGAGED IN THE FOLLOWING OPEN MARKET SALES
TRANSACTIONS:
NO. OF
DATE REPORTING PERSON SHARES SOLD PRICE
---- ---------------- ----------- -----
8/13/97 WAND/CHARTWELL 6,000 $33.00
8/14/97 WAND/CHARTWELL 18,100 $33.00
8/14/97 WAND/CHARTWELL 5,500 $33.13
8/15/97 WAND/CHARTWELL 12,400 $33.00
8/18/97 WAND/CHARTWELL 9,400 $33.00
8/19/97 WAND/CHARTWELL 31,000 $33.00
8/20/97 WAND/CHARTWELL 31,600 $33.25
(d) Not applicable.
THE INFORMATION PROVIDED IN ITEM 5(D) HAS NOT
CHANGED SINCE THE FILING OF THE SCHEDULE 13D.
(e) Not applicable.
THE INFORMATION PROVIDED IN ITEM 5(E) HAS NOT
CHANGED SINCE THE FILING OF THE SCHEDULE 13D.
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, Wand/Chartwell 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, understanding or relationships
with respect to the Common Stock to which a Reporting
Person is a party or by which a Reporting Person is
bound.
THE INFORMATION PROVIDED IN ITEM 6 HAS NOT
CHANGED SINCE THE FILING OF THE SCHEDULE 13D. THE
REFERENCED EXHIBIT C WAS ATTACHED TO THE SCHEDULE 13D AND
IS INCORPORATED HEREIN BY REFERENCE.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A: Joint Filing Agreement, dated December 26,
1995, 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.
THE INFORMATION PROVIDED IN ITEM 7 HAS NOT CHANGED
SINCE THE FILING OF THE SCHEDULE 13D. THE REFERENCED
EXHIBITS WERE ATTACHED TO THE SCHEDULE 13D AND ARE
INCORPORATED HEREIN BY REFERENCE.
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.
WAND/CHARTWELL INVESTMENTS L.P.
By: Wand Partners (Chartwell)
L.P., as general partner
By: Wand Partners (S.C.) Inc.,
as general partner
Date: September 16, 1997 \s\ Bruce W. Schnitzer
----------------------
By: Bruce W. Schnitzer,
Chairman and Treasurer
WAND PARTNERS (CHARTWELL) L.P.
By: Wand Partners (S.C.) Inc.,
as general partner
Date: September 16, 1997 \s\ Bruce W. Schnitzer
----------------------
By: Bruce W. Schnitzer,
Chairman and Treasurer
WAND PARTNERS (S.C.) INC.
Date: September 16, 1997 \s\ Bruce W. Schnitzer
----------------------
By: Bruce W. Schnitzer,
Chairman and Treasurer
BRUCE W. SCHNITZER
Date: September 16, 1997 \s\ Bruce W. Schnitzer
----------------------
Bruce W. Schnitzer
