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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Chateau Properties, Inc.
(Name of Issuer)
Common Stock, $.01 Par Value
(Title of Class of Securities)
161739107
(CUSIP Number)
Mitchell Tanzman, Oppenheimer & Co., Inc.
200 Liberty Street, New York, New York 10281 (212) 667-6607(Name,
Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
September 11, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13 G
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 [].
Check the following box if a fee is being paid with the statement [X].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) ; has
filed no amendment subsequent thereto reporting beneficial ownership of
five percent or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
* The Remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
Page 1 of 13 Pages
PAGE
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______________________________________________________________
13D
CUSIP NO. 161739107 PAGE 2 OF 13 PAGES
______________________________________________________________
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
OPPENHEIMER & CO, INC. I.R.S. NO. 13-2798343
______________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
(b) X
______________________________________________________________
3 SEC USE ONLY
______________________________________________________________
4 SOURSE OF FUNDS
WC; OO (See Item 3)
______________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(c) OR 2(e) X
____________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
______________________________________________________________
NUMBER OF 7 SOLE VOTING POWER
SHARE 425,000
_______________________________________________
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
_______________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 425,000
_______________________________________________
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
______________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
425,000
______________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
______________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.97%
______________________________________________________________
12 TYPE OF REPORTING PERSON
BD, CO
______________________________________________________________
PAGE
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Page 3 of 13
SCHEDULE 13D
Item 1: Security and Issuer
(a) Title and Class: Common Stock, $.01 par value (the "Shares")
(b) Name and Address: Chateau Properties, Inc.(the "Company"),
19500 Hall Road, Clinton Township, Michigan 48038
Item 2: Identity and Background
Oppenheimer and Co., Inc. ("Oppenheimer") is a diversified financial
services firm which is engaged in securities, options and
commodities, brokerage, trading, arbitrage, investment banking and
other related financial services. The address of the principal
office of Oppenheimer is 200 Liberty Street, New York, New York
10281. Except as set forth on Exhibit 1, Oppenheimer, nor to the
best knowledge of Oppenheimer, any of the persons named in Exhibit
2 during the last five years, has been convicted in a criminal
proceeding (excluding traffic violations or similiar misdemeanors),
or been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgement, 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.
Oppenheimer is an indirect, controlled subsidiary of Oppenheimer
Group, Inc.("OGI"). This Schedule 13D is being filed by Oppenheimer
on behalf of 1) a proprietary arbitrage account of Oppenheimer
holding Shares; 2) an arbitrage limited partnership holding Shares
("Oppenheimer Arbitrage Partners") , of which Oppenheimer and OPCO
Partners Inc. ("OPI") are the sole general partners of the limited
partnership which is the general partner; 3) an offshore fund owned
by non-United States persons ("Oppenheimer International Ltd."),
4) an offshore fund owned by non-United States persons ("Oppenheimer
U.S. Arbitrage, Ltd.") and 5) a separately managed account over
which Oppenheimer exercises discretion. This Schedule 13D only
relates to the Shares beneficially owned by Oppenheimer in
connection with its arbitrage activities and does not include any
other holdings of Shares by Oppenheimer. Management of the affairs
of Oppenheimer, including decisions respecting disposition and/or
voting of the Shares resides in the officers and directors of
Oppenheimer and is not directed by OGI or any intermediary Company
in the the chain ownership between Oppenheimer and OGI.
Accordingly, the filing of this Schedule 13D by Oppenheimer is not
intended as, and should not be deemed, an acknowledgement of
beneficial ownership or shared voting or dispositive power by OGI
or any such intermediary Company of the Shares, such beneficial
ownership or attribution of shared voting or dispositive power being
disclaimed. Information about the executive officers and directors
of Oppenheimer is set forth on Exhibit 2 hereto.
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Page 4 of 13
Item 3: Source and Amount of Funds or Other Consideration
Working Capital for Oppenheimer, personal funds or margin purchases
for the other accounts. The aggregate cost of the Shares
beneficially owned by oppenheimer is $ 11,117,957.50
Item 4: Purpose of Transaction
The Shares held by Oppenheimer on behalf of each of the accounts named
in Item 2 are for risk arbitrage and other investment activities in the
ordinary course of Oppenheimer's business. The ownership of Shares
described herein is not for the purpose of acquiring control of the
Company. Oppenheimer, in the ordinary course of its risk arbitrage and
general investment activities, may from time to time purchase additional
Shares, or sell all or a portion of the Shares held by any of the acounts
listed in Item 2. On September 13, 1996, Oppenheimer sent a letter
addressed to Mr. John Boll, the Chairman of the Board of Directors of
Chateau Properties Inc. with copies to the Board of Directors. Such
letter incorporated by reference in its entirety in this Item 4.
Oppenheimer reserves the right to exercise any and all of its rights as
a stockholder of the Company in a manner consistent with its equity
interests.
Item 5: Interest in Securities of the Issuer
(a) Aggregate number of Shares: 425,000
Percentage: 6.97%
(b) 1. Sole power to vote or to direct vote: 425,000
2. Shared power to vote or to direct the vote: 0
3. Sole power to dispose or to direct the disposition:425,000
4. Shared power to dispose or to direct the disposition: 0
(c) Transactions during the past sixty days: (See Exhibit 4)
Except as set forth herein or in Exhibit 4 hereto, to the best
knowledge of Oppenheimer, none of the persons listed in Exhibit 2
hereto beneficially owns any Shares or has effected any transactions
in the Shares during the past sixty days.
(d) Not applicable
(e) Not applicable
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Page 5 of 13
Item 6 : Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
Except for any loan arrangements disclosed under Item 3 (which
descriptions are incorporated by reference in this Item), neither
Oppenheimer, nor to the best of Oppenheimer's knowledge, any of the
persons listed in Exhibit 2 hereto, has entered into any contracts,
arrangements, understandings or relationships (legal or otherwise)
with any person with respect to any securities of the Shares.
Item 7 : Material to be filed as Exhibits
(a) Information with respect to certain legal proceedings involving
Oppenheimer - Exhibit 1
(b) Information concerning the Executive Officers and Directors of
Oppenheimer - Exhibit 2
(c) Letter addressed to Mr. John Boll, Chairman of the Board of
Directors of the Company - Exhibit 3
(d) Transactions during the past sixty days - Exhibit 4
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.
Dated : September 13, 1996
/s/Mitchell A. Tanzman
Mitchell Tanzman
Managing Director
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Page 6 of 13
Exhibit 1
Information With Respect to Certain Legal Proceedings
Involving Oppenheimer & Co., Inc.
In July 1991, Oppenheimer was fined $6,000 by the NASD based on findings
that Oppenheimer violated the NASD's free-riding and withholding rules
during the calendar year 1990.
In December 1991, Oppenheimer settled the matter captioned Ruth Houck
Lucas et. al. vs. Oppenheimer & Co., Inc. and Wilder Lucas with a payment
to Mrs. Lucas of $865,000. This matter proceeded to a jury trial in
Federal District Court in St. Louis, Missouri resulting in an adverse
jury award of $510,000 in actual damages and $520,000 in punitive
damages. On appeal, the United States Court of Appeals for the Eighth
Circuit affirmed the punitive damages award and remanded the case to the
trial court for determination of the issue of actual damages.
Oppenheimer compromised this matter with a total payment to Plaintiff of
$865,000. Plaintiff alleged, inter Alia, that Oppenheimer negligently
and/or recklessly permitted her son, Wilder Lucas, who held a general
power of attorney from her, to manage certain estate funds over which
Mrs. Lucas was responsible as executor. The general power of attorney
which was granted to Wilder Lucas from his mother, the Plaintiff, was not
sufficient under Missouri law. Mr. Lucas, co-defendant in this matter,
diverted funds from the estate via wire transfer and other means from the
Oppenheimer account. Mrs. Lucas originally granted the power of attorney
to her son in December, 1983 and the transfers from the account occurred
during 1984. The account was maintained in Oppenheimer's Chicago,
Illinois branch office.
On January 15, 1992 Oppenheimer consented to the entry of an order by the
Securities and Exchange Commission. Under such order, the Commission
found, without admission or denial by Oppenheimer, that Oppenheimer
violated Section 17(a) of the Exchange Act and 17 C.F.R. SS 240.17a-3
and 240.17a-4 in connection with the offer, purchase or sale of certain
unsecured debt securities issued by certain government sponsored
enterprises. Under the order Oppenheimer was required to cease and
desist from committing or causing any violation or future violations, pay
a civil penalty in the amount of $25,000, and develop, implement, and
maintain policies and procedures to ensure future compliance.
In a proceeding before the NASD entitled In the Matter of District
Business Conduct Committee for District No. 3 vs. Oppenheimer and Donald
Bruce Zweibel ("Zweibel") together ("Respondents"), it was alleged that
Respondents violated Article III Section 1 of the Rules of Fair Practices
by failing to inform a customer about gross commissions and management
fees and for failure to advise the customer about capital gains and a tax
consequence. In connection with an Offer of Settlement accepted by the
NASD on December 17, 1992, Oppenheimer accepted the complaint in this
proceeding as a statement of the nature of the charges, rule violations
and proposed findings of fact to be made by the NASD, consented to a
censure and a fine of $2,000. Zweibel was censured and fined $5,000.
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Page 7 of 13
On May 14, 1993, an Order was entered upon consent, by the Commissioner
of Securities for the State of Alabama finding that Oppenheimer violated
the Alabama Securities Act as a result of the transaction of business in
Alabama as an investment adviser while unregistered. Without admitting
or denying such findings, Oppenheimer agreed to pay restitution to
certain Alabama customers and an administrative assessment of $3,000 to
the State of Alabama. In addition, Oppenheimer agreed to exercise
diligent supervision so as to ensure that its employees comply with the
Alabama Securities Act.
In June, 1994, an administrative proceeding brought by the Division of
Securities and Investment Protection, Department of Banking and Finance
of the State of Florida, ("the Division") Department of Banking and
Finance vs. John Jacobs, Jerry Slansky, Carl Chaleff and Oppenheimer and
Co., Inc. was amicably settled by the execution of a Stipulation and
Consent Agreement. The administrative proceeding alleged that inter
alia, that John Jacobs, an account executive at Oppenheimer in its
Chicago, Illinois branch office, engaged in unsuitable trading and
entered unauthorized trades in the account of Sylvia Masteller, a Florida
resident. Ms. Masteller instituted an arbitration which was settled in
January, 1992 with a payment to her of $50,000. In October, 1993, the
Department of Banking and Finance instituted the administrative
proceeding. Without admitting or denying the allegations, respondent
John Jacobs agreed to reimburse the Division $2,500 in administrative
costs and to withdraw his registration in the state of Florida. Jerry
Slansky, Oppenheimer's Branch Manager in Chicago, from December, 1986,
until June, 1988, agreed to reimburse the Division administrative costs
of $2,500, and Carl Chaleff, Oppenheimer's Branch Manager in Chicago from
June, 1988, to the present, also agreed to reimburse the Division
administrative costs of $2,500. Oppenheimer agreed to reimburse the
Division administrative costs of $2,000 and to pay $15,000 in additional
restitution to Ms. Masteller. The Stipulation and Consent Agreement
includes an explanation and indication of the allegations, as follows:
that Oppenheimer provided confirmations and monthly statements to Ms.
Masteller; that Oppenheimer established and kept current certain
supervisory procedures which were reasonably expected to prevent and
detect securities laws violations; that Oppenheimer added staff personnel
in the Chicago branch to aid in its supervisory efforts, and that three
separate account reviews of Ms. Masteller's account were conducted in
May, 1989, October, 1989, and December, 1989.
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Page 8 of 13
Exhibit 2
Information Concerning the Executive Officers
and Directors of Oppenheimer & Co., Inc.
The following sets forth as to each executive officer and director of
Oppenheimer :(a) his name; (b) his business address; (c) his present
principal occupation or employment; (d) to the best of Oppenheimer's
knowledge, whether or not, during the last five years, such person was
convicted in a criminal proceeding (excluding traffic violations or
similiar misdemeanors); (e) to the best of Oppenheimer's knowledge,
whether or not, during the last five years, such persons was a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such person was or is 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 violations with respect to such laws; and (f)
his citizenship.
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1. (a) Roger W. Einiger
(b) Oppenheimer Tower, 200 Liberty Street, New York, NY 10281
(c) Director and Vice Chairman of Oppenheimer
Director and Executive Vice President of Holdings
Director and Executive Vice President of Opco Partners
(d) No
(e) No
(f) United States
2. (a) Dennis E. Feeney
(b) Oppenheimer Tower, 200 Liberty Street, New York, NY 10281
(c) Executive Vice President & Chief Financial Officer of Oppenheimer
(d) No
(e) No
(f) United States
3. (a) Antonio S. Fernandez
(b) Oppenheimer Tower, 200 Liberty Street, New York, NY 10281
(c) Director & Executive Vice President of Oppenheimer
(d) No
(e) No
(f) United States
4. (a) Thomas Gallagher
(b) Oppenheimer Tower, 200 Liberty Street, New York, NY 10281
(c) Vice Chairman of Oppenheimer
(d) No
(e) No
(f) United States
5. (a) Nathan Gantcher
(b) Oppenheimer Tower, 200 Liberty Street, New York, NY 10281
(c) Director and President of Oppenheimer
Director and President of Holdings
Director and President of Opco Partners
(d) No
(e) No
(f) United States
6. (a) Burton C. Hallowell
(b) P.O. Box 515, East Orleans, MA 02643
(c) Director of Oppenheimer; Director of Various corporations
(d) No
(e) No
(f) United States
7. (a) Robert I. Kleinberg
(b) Oppenheimer Tower, 200 Liberty Street, New York, NY 10281
(c) Executive V.P., General Counsel & Secretary of Oppenheimer
Vice President & Secretary of Holdings
Vice President & Secretary of Opco Partners
(d) No
(e) No
(f) United States
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Page 10 of 13
8. (a) Stephen M. McGrath
(b) Oppenheimer Tower, 200 Liberty Street, New York, NY 10281
(c) Executive Vice President of Oppenheimer
(d) No
(e) No
(f) United States
9. (a) Seth Novatt
(b) Oppenheimer Tower, 200 Liberty Street, New York, NY 10281
(c) Executive Vice President of Oppenheimer
(d) No
(e) No
(f) United States
10. (a) Alan H. Rappaport
(b) Oppenheimer Tower, 200 Liberty Street, New York, NY 10281
(c) Executive Vice President of Oppenheimer
(d) No
(e) No
(f) United States
11. (a) Stephen Robert
(b) Oppenheimer Tower, 200 Liberty Street, New York, NY 10281
(c) Director and Chairman of Oppenheimer
Director and Chairman of Holdings
Director and Chairman of Opco Partners
(d) No
(e) No
(f) United States
12. (a) Michael C. Stoddart
(b) 65 Kingsway, London WC2B 6QT, United Kingdom
(c) Director of Oppenheimer
Chairman of Electra Investment Trust PLC
(d) No
(e) No
(f) United Kingdom
13. (a) O. Lee Tawes
(b) Oppenheimer Tower, 200 Liberty Street, New York, NY 10281
(c) Executive Vice President of Oppenheimer
(d) No
(e) No
(f) United States
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Page 11 of 13
Exhibit 3
September 13, 1996
Mr. John Boll
Chairman of the Board of Directors
Chateau Properties, Inc.
19500 Hall Road
Clinton Township, MI 48038-1477
Dear Mr. Boll,
Oppenheimer & Co., Inc. on behalf of itself and certain accounts, owns
425,000 shares or 6.97% of the outstanding shares of Chateau Properties, Inc.
We are delighted to see that the Company's properties are so attractive that
they have enticed at least three parties to make merger proposals or tender
offers for Chateau Properties Inc. stock.
We are not aligned with any particular bidder and we do not currently favor
any one bidder purchasing the Company. Rather, we favor a fair and expeditious
process to maximize value for shareholders.
We are very concerned that there is a potential conflict of interest
between the shareholders and the holders of OP units that may not be able to be
addressed properly by the Board members in their entirety. It is critical that
an independent committee of the Board of Directors be established to represent
the shareholders' interests and to establish a fair and level playing field for
all parties interested in making offers for the shares of Chateau Properties.
To avoid chilling current and potential interest in the Company, it is also
imperative that the Board of Directors immediately adopt a resolution confirming
that the Ownership Limit and Excess Stock provisions in the Company's Articles
serve only to satisfy the Concentrated Ownership Rule and that shares of the
Company purchased through a tender offer by any successful bidder that is a
"look through entity" will not be deemed Excess Stock. By agreeing with MHC's
interpretation of Article VI of the Company's Articles, the Chateau Properties'
Board would facilitate the process of maximizing value for shareholders.
We would be pleased to discuss these and related matters with you. Please
contact me at the above number.
Very truly yours,
Eric Rosenfeld
cc:
C.G. Kellogg
Edward R. Allen
Gebran S. Anton Jr.
James M. Lane
Kenneth E. Myers
Jay G. Rudolph
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Page 12 of 13 pages
Exhibit 4
Chateau Properties, Inc.
TRANSACTIONS DURING THE PAST SIXTY DAYS
PURCHASES
Date of Transaction Amount of Shares Price Per Share
08/19/96 65,000 25.7808
08/20/96 36,500 25.6490
08/21/96 18,000 25.3438
08/22/96 55,000 25.9545
08/22/96 20,000 26.0000
08/23/96 52,200 26.1873
08/23/96 10,000 26.1250
09/11/96 97,300 26.4886
09/12/96 8,700 26.5000
09/13/96 44,100 26.7500
09/13/96 18,200 26.7335
SALES
none None None
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Page 13 of 13
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.
Dated: September 13, 1996
/s/Mitchell A. Tanzman
Mitchell Tanzman
Managing Director
