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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D Amendment No. 1
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)
October 4, 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 [].
(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 6 Pages
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______________________________________________________________
13D
CUSIP NO. 161739107 PAGE 2 OF 6 PAGES
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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
______________________________________________________________
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Page 3 of 6
SCHEDULE 13D Amendment No.1
THIS AMENDMENT NO. 1 RELATES TO THE SCHEDULE 13D ORIGINALLY FILED WITH
THE COMMISSION ON SEPTEMBER 13, 1996 ON BEHALF OF OPPENHEIMER & CO.,
INC. THE TEXT OF ITEMS 4 AND 7 OF SAID SCHEDULE 13D IS AMENDED AS
INDICATED HEREIN. ALL DEFINED TERMS USED HEREIN WITHOUT DEFINITION SHALL
HAVE THE SAME MEANING AS SET FORTH IN SAID SCHEDULE 13D DATED SEPTEMBER
13, 1996.
Item 4: Purpose of Transaction
The information set forth below supplements the information
previously set forth in Item 4.
On October 4, 1996, Oppenheimer sent a letter to Mr. Richard
Grasso, the Chairman of the New York Stock Exchange. Such letter is
incorporated by reference in its entirety in this Item 4.
Item 7 : Material to be filed as Exhibits
a-d -- Incorporated by reference to the Schedule 13D originally
filed with the Commission on September 13, 1996 - Exhibits 1-4.
e. -- Letter to Mr. Richard Grasso, Chairman of the New York
Stock Exchange, dated October 4, 1996 - Exhibit 5.
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Page 4 of 6
Exhibit 5
Letterhead of Oppenheimer & Co. Inc.
October 4, 1996
Mr. Richard Grasso
Chairman
New York Stock Exchange
11 Wall Street
6th Floor
New York, New York 10005
Dear Mr. Grasso,
Nate Gantcher is presently in Europe and at his request I am sending
you this letter. If he were here, he would have signed it.
Oppenheimer & Co., Inc. on behalf of itself and several accounts
which we manage, owns substantial positions in two New York Stock
Exchange Companies, Chateau Properties, Inc. and ROC Communities, Inc.
We currently own just under seven percent of Chateau Properties and less
than five percent of ROC Communities. We believe that actions that the
companies have recently approved, if implemented, may violate New York
Stock Exchange listing requirements and cause the surviving company's
stock to be delisted by the Exchange. We respectfully request that the
Exchange review these actions and determine whether they will result in
the delisting of the company's stock. Communication of your decision at
this time will enable the companys' managements, boards of directors,
and most importantly, shareholders to modify their actions before the
delisting becomes a fait accompli.
Permit us to summarize the events to date to aid your investigation.
On July 17, 1996, Chateau Properties, Inc. and ROC Communities, Inc.
agreed to merge. The original merger agreement called for approval by
two-thirds of the 6.1 million outstanding common shares of Chateau and
a two-thirds vote of ROC shareholders. On August 19th, Manufactured Home
Communities announced an offer to merge with Chateau for $26 in cash or
1.15 Manufactured Home shares. Manufactured Homes followed its offer
with a cash tender for Chateau's shares on September 4th. Sun
Communities, Inc. also proposed to acquire Chateau and indicated a
willingness to offer higher value for Chateau shares in a negotiated
transaction.
The boards of Chateau and ROC responded to these offers not by
negotiating with the two interested suitors, but instead by renegotiating
the original merger transaction in such a way as to completely nullify
the effective voting power of existing shareholders. Besides lowering
the required Chateau vote from two-thirds to fifty percent, the
renegotiated transaction contains four devices which are designed to
enable Chateau and ROC insiders and managements to unilaterally "stuff
the ballot" and ensure a favorable outcome to the vote on the merger even
if all of the existing unaffiliated shareholders of Chateau vote against
the transaction.
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Page 5 of 6
First, the new Chateau/ROC merger agreement allows Chateau to
repurchase up to 1.45 million shares, using $35 million in corporate
funds not to further the business of the company, but for the sole
purpose of shrinking the outstanding float and thus increasing the
insider's percentage ownership. Second, Chateau plans to issue new stock
to insiders who support the merger, which under NYSE rules should require
a shareholder vote. Third, the merger agreement allows OP Unit holders,
which would not have a vote unless they converted to common Chateau
shares(an event that would trigger tax liability on the part of the Unit
holder) to convert to shares without triggering the tax liability.
Fourth, ROC plans on purchasing up to 350,000 Chateau shares in the
market. Chateau plans to use some unknown combination of these four
maneuvers to place enough stock with supportive insiders that the outcome
of the vote will be assured.
Taken as a whole, the proposed scheme appears to violate Exchange
guidelines. As independent shareholders we are concerned that the
company's stock will be delisted due to the egregious and unilateral
efforts on the part of Chateau and ROC insiders to disenfranchise
existing shareholders through these unfair and manipulative tactics.
Please contact us with any questions you may have concerning this
matter or for any assistance we may be able to provide in aiding your
investigation.
Very truly yours,
Eric Rosenfeld
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Page 6 of 6 pages
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:October 4, 1996
/s/Mitchell A. Tanzman
Mitchell Tanzman
Managing Director
