Exhibit 4.2
SUBSCRIPTION CERTIFICATE
CHARTWELL LEISURE INC.
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SEQUENCE ACCOUNT KEY SUBSCRIPTION RIGHTS TO PURCHASE
NUMBER CERTIFICATE NO. COMMON STOCK OF
CHARTWELL LEISURE INC.
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RECORD DATE SHARES
CHARTWELL LEISURE INC.
CUSIP NO. [ ]
THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE
PROSPECTUS RELATING TO UP TO 2,413,356 SHARES OF COMMON STOCK OF CHARTWELL
LEISURE INC. (THE "COMPANY"), DATED FEBRUARY __, 1997 (THE "PROSPECTUS"), AND
ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE
UPON REQUEST FROM CHASEMELLON SHAREHOLDER SERVICES, L.L.C. (THE "INFORMATION
AGENT"). CAPITALIZED TERMS USED HEREIN WITHOUT DEFINITION SHALL HAVE THE
MEANINGS SET FORTH IN THE PROSPECTUS.
THIS SUBSCRIPTION CERTIFICATE (AS WELL AS A NOMINEE HOLDER CERTIFICATION,
IN THE CASE OF THE EXERCISE OF THE OVERSUBSCRIPTION PRIVILEGE WITH RESPECT TO
RIGHTS HELD THROUGH BANKS, BROKERS OR OTHER NOMINEES) OR A NOTICE OF GUARANTEED
DELIVERY MUST BE RECEIVED BY CHASEMELLON SHAREHOLDER SERVICES, L.L.C. (THE
"SUBSCRIPTION AGENT") WITH PAYMENT IN FULL BY 5:00 P.M., NEW YORK CITY TIME, ON
MARCH __, 1997, UNLESS EXTENDED BY THE COMPANY (THE "EXPIRATION DATE"). THE
ABILITY OF THE HOLDER HEREOF TO EXERCISE THE RIGHTS PURSUANT TO THE BASIC
SUBSCRIPTION PRIVILEGE OR THE OVERSUBSCRIPTION PRIVILEGE OR TO SELL RIGHTS WILL
EXPIRE AT THE EXPIRATION DATE. RIGHTS NOT EXERCISED PRIOR TO THE EXPIRATION
DATE WILL NO LONGER BE EXERCISABLE AND WILL HAVE NO VALUE.
The Rights represented by this Subscription Certificate, in whole or in part,
may be exercised by duly completing Form 1; may be transferred, or exercised or
sold through a bank or broker, by duly completing Form 2; and may be sold
through the Subscription Agent by duly completing Form 3. BEFORE EXERCISING OR
SELLING RIGHTS, RIGHTS HOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR
ENTIRETY THE PROSPECTUS AND INSTRUCTIONS, COPIES OF WHICH ARE AVAILABLE FROM
THE INFORMATION AGENT. IMPORTANT: Complete appropriate FORM and, if applicable,
delivery instructions, and SIGN on reverse side. This Subscription Certificate
must be delivered to the Subscription Agent at the following address:
BY MAIL: BY HAND/OVERNIGHT DELIVERY:
ChaseMellon Shareholder Services, L.L.C. ChaseMellon Shareholder Services, L.L.C.
Reorganization Department Reorganization Department
P.O. Box 000 000 Xxxxxxxx, 13th Floor
Midtown Station New York, N.Y. 10271
New York, N.Y. 10018
A pre-addressed postage paid envelope is enclosed.
SUBSCRIPTION PRICE: $14.00 PER SHARE
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The registered holder of the Rights whose name is inscribed hereon, or
assigns, is entitled to subscribe for one share of common stock, par value $.01
per share (the "Common Stock"), of Chartwell Leisure Inc., for each whole Right
evidenced hereby upon the terms and subject to the conditions set forth in the
Prospectus and instructions relating thereto.
CHARTWELL LEISURE INC.
By:_______________________________
Xxxxxxx X. Xxxxxx
Chairman of the Board and Chief
Executive Officer
THIS SUBSCRIPTION CERTIFICATE IS TRANSFERABLE AND MAY BE COMBINED OR
DIVIDED (BUT ONLY INTO SUBSCRIPTION CERTIFICATES EVIDENCING A WHOLE NUMBER OF
RIGHTS) AT THE OFFICE OF THE SUBSCRIPTION AGENT. ANY TRANSFER OF RIGHTS WILL BE
DEEMED A TRANSFER OF BOTH THE BASIC SUBSCRIPTION PRIVILEGE AND THE
OVERSUBSCRIPTION PRIVILEGE.
RIGHTS HOLDERS SHOULD BE AWARE THAT IF THEY CHOOSE TO EXERCISE OR TRANSFER
LESS THAN ALL OF THE RIGHTS EVIDENCED HEREBY, A NEW SUBSCRIPTION CERTIFICATE MAY
NOT BE RECEIVED IN SUFFICIENT TIME TO EXERCISE THE REMAINING RIGHTS EVIDENCED
THEREBY. NEITHER THE COMPANY NOR THE SUBSCRIPTION AGENT SHALL HAVE ANY
LIABILITY TO A TRANSFEREE OR TRANSFEROR OF RIGHTS IF SUBSCRIPTION CERTIFICATES
ARE NOT RECEIVED IN TIME FOR EXERCISE OR SALE PRIOR TO THE EXPIRATION DATE.
EXERCISE OF THE RIGHTS EVIDENCED HEREBY IS IRREVOCABLE.
PAYER'S NAME:
SUBSTITUTE PART I - Taxpayer Identification No. PART II - For Payees Exempt from
Backup Withholding (see
enclosed Guidelines)
FORM W-9
DEPARTMENT OF THE TREASURY Enter your taxpayer identification number in the
INTERNAL REVENUE SERVICE appropriate box.
For most individuals, this is your social security
Payer's request for number. If you do not have a number, see Obtaining a _ _
Taxpayer Number in the enclosed Guidelines. --- -- ----
Identification Number (TIN) Social Security Number
Note: if the account is in more than one name, see the OR
chart in the enclosed Guidelines to determine what ________________________
number to give. Employer Identification
Number
CERTIFICATION -- UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT:
(1) The number shown on this form is my correct Taxpayer Identification Number
(or I am waiting for a number to be issued to me), and
(2) I am not subject to backup withholding because: (a) I am exempt from backup
withholding, or (b) I have not been notified by the Internal Revenue
Service ("IRS") that I am subject to backup withholding as a result of a
failure to report all interest or dividends, or (c) the IRS has notified me
that I am no longer subject to backup withholding.
Certification Guidelines --You must cross out item (2) above if you have been
notified by the IRS that you are subject to backup withholding because of
underreporting interest or dividends on your tax return. However, if after being
notified by the IRS that you were subject to backup withholding you received
another notification from the IRS that you are no longer subject to backup
withholding, do not cross out item (2).
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SIGNATURE Date
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Note: FAILURE TO COMPLETE THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 31% OF
ANY PAYMENTS MADE TO YOU. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR
CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9
FOR ADDITIONAL DETAILS.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has
not been issued to me, and either (a) I have mailed or delivered an application
to receive a taxpayer identification number to the appropriate Internal Revenue
Service Center or Social Security Administration Office, or (b) I intend to mail
or deliver an application in the near future. I understand that if I do not
provide a taxpayer identification number within sixty (60) days, 31% of all
reportable payments made to me thereafter will be withheld until I provide a
number.
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Signature Date
FORM 1--EXERCISE AND SUBSCRIPTION: The undersigned hereby irrevocably exercises
one or more whole Rights to subscribe for shares of Common Stock as indicated
below, on the terms and subject to the conditions specified in the Prospectus,
receipt of which is hereby acknowledged.
(a) Number of shares subscribed for pursuant to the Basic Subscription
Privilege:
(b) Number of shares subscribed for pursuant to the Oversubscription
Privilege:*
(c) Total Subscription Plan (total number of shares on lines (a) and (b)
multiplied by the Subscription Price of $14.00):**$
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* Subject to proration and reduction by the Company under certain circumstances
(as described in the Prospectus), a Rights Holder who elects to exercise the
Basic Subscription title as such. Privilege in full also may subscribe at the
Subscription Price for up to one additional share of Common Stock for each
share of Common Stock purchased by the Rights Holder pursuant to the Basis
Subscription Privilege. The Oversubscription Privilege is transferable.
** If the aggregate Subscription Price enclosed or transmitted is insufficient
to purchase the total number of shares included in lines (a) and (b), or if
the number of shares being subscribed for is not specified, the Rights Holder
exercising this Subscription Certificate shall be deemed to have subscribed
for the maximum amount of shares that could be subscribed for upon payment of
such amount. If the number of shares to be subscribed for pursuant to the
Oversubscription Privilege is not specified and the amount enclosed or
transmitted exceeds the aggregate Subscription Price for all shares
represented by this Subscription Certificate (the "Subscription Excess"), the
Rights Holder exercising this Subscription Certificate shall be deemed to
have exercised the Oversubscription Privilege to purchase, to the extent
available, that number of whole shares of Common Stock equal to the quotient
obtained by dividing the Subscription Excess by the Subscription Price,
subject to the limit on the number of shares a Rights Holder may purchase
pursuant to the Oversubscription Privilege outlined above. To the extent any
portion of the aggregate Subscription Price enclosed or transmitted remains
after the foregoing procedures, such funds shall be mailed to the subscriber
without interest or deduction as soon as practicable.
METHOD OF PAYMENT (CHECK AND COMPLETE APPROPRIATE BOX(ES)):
/ / UNCERTIFIED CHECK IN THE AMOUNT OF $ . PAYABLE TO CHASEMELLON
SHAREHOLDER SERVICES, L.L.C. (Payment by uncertified check will not be
deemed to have been received by the Subscription Agent until such check
has cleared. Holders paying by such means are urged to make payment
sufficiently in advance of the Expiration Date to ensure that such payment
clears by such date.)
/ / CERTIFIED CHECK OR CASHIERS CHECK, BANK DRAFT OR MONEY ORDER IN THE
AMOUNT OF $ , PAYABLE TO CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
/./ name of maker
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/./ date and number of check, draft or money order
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/./ bank on which check is drawn on issuer of money order
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(d) If the number of Rights being exercised pursuant to the Basic Subscription
Privilege is less than all of the Rights represented by this Subscription
Certificate (check only one)
/ / DELIVER TO THE UNDERSIGNED A NEW SUBSCRIPTION CERTIFICATE EVIDENCING THE
REMAINING RIGHTS TO WHICH THE UNDERSIGNED IS ENTITLED.
/ / DELIVER A NEW SUBSCRIPTION CERTIFICATE EVIDENCING THE REMAINING RIGHTS IN
ACCORDANCE WITH THE UNDERSIGNED'S FORM 2 INSTRUCTIONS (which include any
required signature guarantees).
/ / SELL THE REMAINING UNEXERCISED RIGHTS IN ACCORDANCE WITH THE UNDERSIGNED'S
FORM 3 INSTRUCTIONS.
If the instructions of the registered holder hereof are insufficient to
delineate the proper action to be taken with respect to all of the Rights
evidenced hereby, such section as is clearly delineated in such holder's
instructions will be taken and such holder will be delivered a new Subscription
Certificate evidencing the remaining Rights to which such holder is entitled.
(e) / / CHECK HERE IF RIGHTS ARE BEING EXERCISED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY DELIVERED TO THE SUBSCRIPTION AGENT PRIOR TO THE
DATE HEREOF AND COMP LETE THE FOLLOWING:
Name(s) of Registered Holder(s)
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Window Ticket Number (if any)
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Date of Execution of Notice of Guaranteed Delivery
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Name of Member of Signature Guarantee Medallion Program
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/ / FORM 2--CHECK HERE TO (A) TRANSFER YOUR SUBSCRIPTION CERTIFICATE OR SOME
OR ALL OF YOUR RIGHTS, OR (B) EXERCISE OR SELL RIGHTS THROUGH YOUR BANK
OR BROK ER:
For value received, Rights represented by this Subscription Certificate are
hereby assigned to (please print name and address and Taxpayer Identification or
Social Security Number of transferee in full):
Name:
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Address:
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(Taxpayer Identification or Social Security Number)
/ / FORM 3--CHECK HERE TO SELL SOME OR ALL OF YOUR UNEXERCISED RIGHTS THROUGH
THE SUBSCRIPTION AGENT AND COMPLETE THE FOLLOWING: The undersigned hereby
authorizes the Subscription Agent to sell Rights represented by
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this Subscription Certificate but not exercised hereby and to deliver to
the undersigned a check for the proceeds, if any, from the sale thereof,
less any applicable brokerage commissions, taxes or other direct expenses
of sale. The Subscription Agent's obligation to execute orders is subject
to its ability to find buyers for the Rights.
/ / FORM 4--SPECIAL PAYMENT, ISSUANCE OR DELIVERY INSTRUCTIONS: Unless
otherwise indicated below, the Subscription Agent is hereby authorized to
issue and deliver any check, Subscription Certificate and certificates for
Common Stock to the undersigned at the address appearing on the face of
this Subscription Certificate.
Acceptance or rejection by the Company of this Subscription Certificate shall be
effective in accordance with the terms set forth in the Prospectus. Exercise of
the Rights represented hereby shall not be deemed complete, the registered
holder of the Rights whose name is inscribed hereon shall have no binding right
to become the legal or beneficial owner of Common Stock issuable upon exercise
of the Rights evidenced hereby, unless and/or until (i) the Expiration Date
occurs and (ii) the other conditions to exercise described in the Prospectus are
satisfied. All questions concerning the timeliness, validity, form and
eligibility of any exercise of Rights will be determined by the Company, whose
determination shall be final and binding.
Shares of Common Stock will be issued as soon as practicable after the
Expiration Date. Such Shares will be registered in the same manner set forth on
the face of this Subscription Certificate. If your shares are held in joint
ownership, all joint owners must sign. When signing as fiduciary, representative
or corporate officer, give full
IMPORTANT
RIGHTS HOLDERS SIGN HERE
AND, IF RIGHTS ARE BEING SOLD OR EXERCISED,
COMPLETE SUBSTITUTE FORM W-9
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(Signature(s) of registered holder(s))
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Dated: , 1997
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(Must be signed by the registered holder(s) exactly as the names(s) appear(s)
on this Subscription Certificate. If signature is by trustee(s), executor(s),
administrator(s), guardian(s), attorney(s)-in-fact, agent(s), officer(s) of a
corporation or another acting in a faculty or representative capacity, please
provide the following information.)
Name(s)
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(Please Print)
Capacity (Full Title)
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Address
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(Including Zip Code)
Area Code and
Telephone Number
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(Home) (Business)
Taxpayer Identification
or Social Security Number
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THE SIGNATURES SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED MEDALLION SIGNATURE GUARANTEE PROGRAM), PURSUANT TO
S.E.C. RULE 17ad-15.
GUARANTEE OF SIGNATURES
Authorized Signature
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Name
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Title
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Name of Firm
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Address
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Area Code and Telephone Number
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Dated: 1997
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