Filed under Rule 424(b)(3) of Regulation C
SEC File Number: 333-25873
PROSPECTUS SUPPLEMENT
(To Prospectus Dated May 15, 1997)
2,088,319 SHARES
CHARTWELL LEISURE INC.
COMMON STOCK
The information in this Prospectus Supplement concerning the Selling
Stockholders supplements the statements set forth under the caption "Selling
Stockholders" in the Prospectus. In addition, the information in this Prospectus
Supplement concerning the Plan of Distribution supplements the statements set
forth under the caption "Plan of Distribution" in the Prospectus. Capitalized
terms used and not defined herein shall have the meanings given to them in the
Prospectus.
SELLING STOCKHOLDERS
The information set forth under the caption "Selling Stockholders" in
the Prospectus is supplemented as follows. On or about September 16, 1997, Quota
Fund N.V. transferred 167,900 shares of Chartwell Common Stock to Quasar
International Partners, C.V. ("Quasar"). The Company has consented to the use of
the Prospectus, as supplemented by this Prospectus Supplement, by Quasar in
connection with the offer and sale of the shares of Chartwell Common Stock owned
by Quasar. The table below amends and restates the table listed in the
Prospectus under the caption "Selling Stockholders." It sets forth information
regarding the beneficial ownership of the Shares by each Selling Stockholder
prior to the Offering and as adjusted to give effect to the sale of all of the
Shares offered pursuant to the Prospectus, as supplemented by this Prospectus
Supplement. The table reflects the transfer of shares to Quasar from Quota Fund
N.V.
<TABLE>
<CAPTION>
Number of
Number of Shares to be Number of
Shares of Percentage Offered for the Shares to be Percentage to
Common Stock Beneficially Account of the Owned after be Beneficially
Beneficially Owned Before Selling this Owned after
Name Owned (1) Offering Stockholder Offering this Offering
<S> <C> <C> <C> <C> <C>
Baron Asset Fund.......................... 783,000 5.84% 658,929 124,071 *
Quasar International Partners, C.V. ...... 167,900 1.25% 167,900 0 *
Brahman Partners II, L.P.................. 224,100 1.67% 224,100 0 *
B-Y Partners, L.P......................... 262,700 1.96% 262,700 0 *
Brahman Institutional Partners, L.P....... 253,400 1.89% 253,400 0 *
Brahman Partners II Offshore, Ltd......... 91,900 * 91,900 0 *
Steven J. Belmonte........................ 4,300 * 4,300 0 *
James E. Buckman.......................... 12,320 * 12,320 0 *
Gregory D. Casserly....................... 10,900 * 10,900 0 *
Scott E. Forbes........................... 3,400 * 3,200 200 *
Stephen P. Holmes(2)...................... 24,200 * 24,000 200 *
Jeanne M. Murphy.......................... 3,270 * 3,200 70 *
Douglas L. Patterson...................... 3,860 * 3,860 0 *
Eric E. Pfeffer........................... 4,400 * 4,400 0 *
John J. Russell........................... 4,050 * 4,050 0 *
Henry R. Silverman(3)..................... 283,372 2.08% 278,200 5,172 *
Richard A. Smith.......................... 8,000 * 8,000 0 *
John D. Snodgrass......................... 72,960 * 72,960 0 *
</TABLE>
* Less than 1%.
(1) The information contained in this table reflects "beneficial" ownership
of the Common Stock within the meaning of Rule 13d-3 under the Exchange
Act. On May 14, 1997, the Company had 13,404,931 shares of Common Stock
outstanding. Beneficial ownership information reflected in the table
above includes shares issuable upon the exercise of outstanding stock
options granted under the HFS Option Plan.
(2) Mr. Holmes, who is the Vice Chairman of HFS, is a Director of the
Company and an Affiliate Selling Stockholder.
(3) Includes 5,172 shares of Common Stock in two retirement plans whose
sole beneficiary is Mr. Silverman. Mr. Silverman, who is the Chairman
and Chief Executive Officer of HFS, is a Director of the Company and an
Affiliate Selling Stockholder.
632947.1
<PAGE>
PLAN OF DISTRIBUTION
The information set forth in the second paragraph under the caption
"Plan of Distribution" in the Prospectus is supplemented as follows. The Shares
may be sold in one or more of the following types of transaction: (a) a block
trade in which the broker or dealer so engaged will attempt to sell the Shares
as agent but may resell a portion of the block as principal to facilitate the
transaction; (b) purchases by a broker or dealer as principal and resale by such
broker or dealer for its account pursuant to this Prospectus; (c) a distribution
in accordance with the rules of NASDAQ National Market; (d) ordinary brokerage
transactions and transactions in which the broker solicits purchasers; and (e)
sales by Selling Stockholders directly to purchasers other than brokers or
dealers. In effecting sales, brokers or dealers engaged by the Selling
Stockholders may arrange for other brokers or dealers to participate. Brokers or
dealers may receive commissions or discounts from the Selling Stockholders in
amounts to be negotiated immediately prior to the sale. Such brokers or dealers
and any other participating brokers or dealers may be deemed to be
"underwriters" within the meaning of Section 2(11) of the Securities Act in
connection with such sales and any commissions received by them and any profit
on the resale of the shares may be deemed to be underwriting commissions or
discounts under the Securities Act. In addition, any of the Shares that qualify
for sale pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to
this Prospectus. The Selling Stockholders will pay any transaction costs
associated with effecting any sales that occur.
The date of this Prospectus Supplement is September 17, 1997
