UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 20, 2005
CHARTWELL INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
Nevada 005-59509 95-3979080
(State or other (Commission File No.) (IRS Employer
jurisdiction of Identification No.)
incorporation)
1124 Smith Street, Suite 304
Charleston, WV 25301
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(Address and telephone number of principal executive offices) (Zip Code)
(304) 345-8700
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(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Section 1 - Registrant's Business and Operations
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Item 1.01 Entry into a Material Definitive Agreement
On April 19, 2005, Chartwell International, Inc. (the "Company"), entered
into a Letter of Understanding with Rail Waste Holdings, LLC ("RWH"). Under the
Letter of Understanding, the parties agreed to engage in further negotiations
regarding a proposed merger transaction between the Company or a controlled
assignee corporation of the Company and RWH. The Letter of Understanding
proposes that the Company effect a merger by acquiring all of the outstanding
membership interests of RWH in exchange for the issuance of shares of common
stock of the Company (the "Proposed Transaction"). The Letter of Understanding
is effective as of April 19, 2005, and terminates upon the earliest occurrence
of the following events (a) the close of business on May 30, 2005 (b) the date
the parties enter into a definitive agreement, or (c) the date on which RWH
receives written notice from the Company of its desire to terminate the Letter
of Understanding.
The proposed material terms of the Proposed Transaction are subject to (i)
the satisfactory completion of due diligence by the Company and RWH, (ii) the
securing of required capital by the Company to execute the Company's plan
including operational cash for RWH following the acquisition, (iii) the
completion of a reverse split of the existing shares of the Company's common
stock, and (iv) the negotiation, execution, and delivery of definitive
agreements for the Proposed Transaction and (v) other customary conditions. For
more information, see the press release attached as Exhibit 99.
Section 9 - Financial Statements and Exhibits
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Item 9.01 Financial Statements and Exhibits.
Exhibit No. Exhibit Description
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99 Press release dated April 20, 2005, titled
"Chartwell International, Inc. Signs Letter of
Understanding With Rail Waste Holdings, LLC."
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CHARTWELL INTERNATIONAL, INC.,
a Nevada Corporation
Dated: April 20, 2005 /s/ Imre Eszenyi
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Imre Eszenyi,
Vice President