<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 13, 1997
REGISTRATION NO. 333-
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
CHARTWELL LEISURE INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 22-3326054
(STATE OR OTHER (I.R.S. EMPLOYER IDENTIFICATION
JURISDICTION NUMBER)
OFINCORPORATION OR
ORGANIZATION) 605 THIRD AVENUE
NEW YORK, NEW YORK 10158
(212) 692-1400
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
---------------
RICHARD L. FISHER
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
605 THIRD AVENUE
NEW YORK, NEW YORK 10158
(212) 692-1400
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
---------------
COPIES TO:
JOHN N. TURITZIN, ESQ.
BATTLE FOWLER LLP
75 EAST 55TH STREET
NEW YORK, NY 10022
(212) 856-7000
---------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] Registration No.
333-16661
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the
same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
---------------
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PROPOSED
TITLE OF EACH CLASS OF MAXIMUM MAXIMUM
SECURITIES TO BE AMOUNT TO BE OFFERING AGGREGATE AMOUNT OF
REGISTERED REGISTERED (1) PRICE PER SHARE OFFERING PRICE REGISTRATION FEE(2)
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par
value per share,
reserved for issuance
upon exercise of
rights................ 497,632 shares $14.00 $6,966,848 $2,112(2)
- ------------------------------------------------------------------------------------------
Rights................. 497,632 rights -- -- -- (3)
</TABLE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
(1) Amount represents an increase in the offering size from 2,602,000 shares
to 3,099,632 shares of which 2,602,000 shares were previously registered.
Amount also represents an increase in the offering size from 2,602,000
Rights to 3,099,632 Rights of which 2,602,000 Rights were previously
registered.
(2) Calculated pursuant to Rule 457.
(3) Pursuant to Rule 457(g) under the Securities Act, no separate registration
fee is required with respect to the Rights.
<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement on Form S-3 is filed by Chartwell Leisure Inc.,
a Delaware corporation (the "Company"), pursuant to Rule 462(b) under the
Securities Act of 1933, as amended (the "Act"). The information in the
Registration Statement on Form S-3, and its amendments thereto, previously
filed by the Company with the Securities and Exchange Commission (File No.
333-16661) pursuant to the Act is incorporated by reference into this
Registration Statement.
2
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
-------
<C> <S>
5.1 Opinion of Battle Fowler LLP as to the legality of the securities
being registered.
23.1(a) Consent of Deloitte & Touche LLP.
23.1(b) Consent of Deloitte & Touche LLP.
23.1(c) Consent of Deloitte & Touche.
23.2 Consent of Battle Fowler LLP (included in its opinion filed as Exhibit
5.1 hereto).
23.3 Consent of Price Waterhouse LLP.
</TABLE>
3
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF NEW YORK, STATE OF NEW YORK, ON FEBRUARY 13, 1997.
Chartwell Leisure Inc.
(Registrant)
/s/ Martin L. Edelman
By:__________________________________
MARTIN L. EDELMAN
PRESIDENT
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE
* Chairman of the February 13,
- ------------------------------------- Board of Directors 1997
RICHARD L. FISHER and Chief Executive
Officer (principal
executive officer)
/s/ Martin L. Edelman Director and February 13,
- ------------------------------------- President 1997
MARTIN L. EDELMAN
* Chief Financial February 13,
- ------------------------------------- Officer (principal 1997
KENNETH J. WEBER financial and
accounting officer)
* Director February 13,
- ------------------------------------- 1997
HENRY R. SILVERMAN
* Director February 13,
- ------------------------------------- 1997
STEPHEN P. HOLMES
4
<PAGE>
SIGNATURE TITLE DATE
* Director February 13,
- ------------------------------------- 1997
MARC E. LELAND
* Director February 13,
- ------------------------------------- 1997
MICHAEL J. KENNEDY
* Director February 13,
- ------------------------------------- 1997
DR. GUIDO GOLDMAN
* Director February 13,
- ------------------------------------- 1997
RACHEL ROBINSON
/s/ Martin L. Edelman February 13,
*By: ________________________________ 1997
MARTIN L. EDELMAN ATTORNEY-IN-FACT
5
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
------- ----------------------------------------------------------------------
<C> <S>
Opinion of Battle Fowler LLP as to the legality of the securities
5.1 being registered.
23.1(a) Consent of Deloitte & Touche LLP.
23.1(b) Consent of Deloitte & Touche LLP.
23.1(c) Consent of Deloitte & Touche.
23.2 Consent of Battle Fowler LLP (included in its opinion filed as Exhibit
5.1 hereto).
23.3 Consent of Price Waterhouse LLP.
</TABLE>
<PAGE>
[Letterhead of Battle Fowler]
(212) 856-7000
(212) 339-9150
February 13, 1997
Board of Directors
Chartwell Leisure Inc.
605 Third Avenue
New York, NY 10158
Re: Chartwell Leisure Inc.
Rights Offering
Registration Statement on Form S-3 pursuant to
Rule 462(b): 497,632 Shares of Common Stock,
$0.01 Par Value Per Share
----------------------------------------------
Ladies and Gentlemen:
We have acted as counsel for Chartwell Leisure Inc., a Delaware
corporation (the "Company"), in connection with the preparation of the
registration statement on Form S-3, and any amendments thereto (the
"Registration Statement"), for the registration of up to 497,632 transferable
subscription rights (the "Rights"), pursuant to Rule 462(b) promulgated under
the Securities Act of 1933, as amended, and up to 497,632 shares of common
stock, par value $0.01 per share, of the Company (the "Common Stock") referred
to in the Registration Statement. Capitalized terms used and not defined in this
opinion have the meanings ascribed to them in the Registration Statement.
In rendering this opinion, we have relied upon, among other things,
our examination of such records of the Company, including without limitation,
the Company's Restated Certificate of Incorporation and the Company's Amended
and Restated Bylaws and certificates of its officers and of public officials as
we have deemed necessary for the purpose of the opinion expressed below.
<PAGE>
Board of Directors February 13, 1997
In addition, we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals, and the conformity
to original documents of all documents submitted to us as certified or
photostatic copies. As to various questions of fact material to this opinion,
we have relied, to the extent we deem reasonably appropriate, upon
representations or certificates of officers or directors of the Company and upon
documents, records and instruments furnished to us by the Company, without
independently checking or verifying the accuracy of such documents, records and
instruments furnished to us by the Company.
We are not admitted to the practice of law in any jurisdiction but the
State of New York, and we do not express any opinion as to the laws of other
states or jurisdictions other than the laws of the State of New York and the
federal law of the United States. No opinion is expressed as to the effect that
the law of any other jurisdiction may have upon the subject matter of the
opinion expressed herein under conflicts of law principles, rules and
regulations or otherwise.
Based on the foregoing, we are of the opinion that:
(i) the Rights have been duly authorized and, when issued in
accordance with such authorization, will be legal, valid and binding obligations
of the Company, subject to the effect of applicable bankruptcy, insolvency,
reorganization, moratorium and other laws relating to, or affecting, creditors'
rights and remedies generally and general principles of equity (regardless of
whether considered in a proceeding at law or in equity); and
(ii) the shares of Common Stock subscribed for pursuant to the Basic
Subscription Privilege and the Oversubscription Privilege, when issued,
subscribed for and delivered as contemplated in the Registration Statement, will
be validly issued, fully paid and nonassessable.
We consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement and to the use
of our name under the caption "Legal Matters" in the Prospectus included
therein. In giving this consent, we do not admit that we are within the
category of persons whose consent is required by Section 7 of the Securities Act
of 1933 or the rules and regulations promulgated thereunder by the Securities
and Exchange Commission.
Very truly yours,
/s/ Battle Fowler LLP
Battle Fowler LLP
<PAGE>
EXHIBIT 23.1(A)
INDEPENDENT AUDITORS' CONSENT
To the Board of Directors and
Shareholders of Chartwell Leisure Inc.
We consent to the incorporation by reference in the Registration Statement
of Chartwell Leisure Inc. (formerly National Lodging Corp.) on Form S-3 of our
report dated March 11, 1996 appearing in and incorporated by reference in the
Annual Report on Form 10-K of Chartwell Leisure Inc. for the year ended
December 31, 1995, and to the reference to us under the heading "Experts" in
the Prospectus which is part of this registration statement.
Deloitte & Touche LLP
Parsippany, New Jersey
February 12, 1997
<PAGE>
EXHIBIT 23.1(B)
INDEPENDENT AUDITORS' CONSENT
To the Board of Directors and
Shareholders of Chartwell Leisure Inc.
We consent to the incorporation by reference in the Registration Statement
of Chartwell Leisure Inc. (formerly National Lodging Corp.) on Form S-3 of our
report dated April 19, 1996 appearing in the Report on Form 8-K/A of Chartwell
Leisure Inc. on the financial statements of Travelodge/Thriftlodge for the
period from February 1, 1995 to January 23, 1996 and to the reference to us
under the heading "Experts" in the Prospectus which is part of this
registration statement.
Deloitte & Touche LLP
Parsippany, New Jersey
February 12, 1997
<PAGE>
EXHIBIT 23.1(C)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the Registration Statement
of Chartwell Leisure Inc. (formerly National Lodging Corp.) on Form S-3 of our
report dated October 30, 1996 appearing in the report on Form 8-KA of
Chartwell Leisure Inc. on the financial statements of Capital Properties
Limited Partnership for the year ended September 30, 1996 and 1995 and to the
reference to us under the heading "Experts" in the Prospectus which is part of
this Registration Statement.
Deloitte & Touche
Chartered Accountants
Calgary, Alberta, Canada
February 12, 1997
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of Chartwell
Leisure Inc. (formerly National Lodging Corp.) of our report dated
February 20, 1996 relating to the financial statements of the Acquired
Business as of and for each of the two years in the period ended January 31,
1995, which appears on page 8 of the Current Report on Form 8-K/A of Chartwell
Leisure Inc. (formerly National Lodging Corp.) dated January 23, 1996, as
amended, filed with the Securities and Exchange Commission on July 9, 1996. We
also consent to the reference to us under the heading "Experts" in such
Prospectus.
PRICE WATERHOUSE LLP
San Diego, California
February 12, 1997
