SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________
SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13D-2(A)
(AMENDMENT NO. 1)
____________________________
WINDSOR REAL ESTATE INVESTMENT TRUST 8
(Name of Issuer)
COMMON SHARES OF BENEFICIAL INTEREST
(Title of Class of Securities)
97374210
(CUSIP Number)
____________________________
TAMARA D. FISCHER
CHATEAU COMMUNITIES, INC.
6430 SOUTH QUEBEC STREET
ENGLEWOOD, COLORADO 80111
(303) 741-3707
38-3132038
(I.R.S. EMPLOYER IDENTIFICATION NO.)
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
_____________________________
COPY TO:
JAY L. BERNSTEIN, ESQ.
ROGERS & WELLS LLP
200 PARK AVENUE
NEW YORK, NEW YORK 10166
(212) 878-8000
_____________________________
MAY 11, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. <square>
(Continued on following pages)
(Page 1 of 10 Pages)
<PAGE>
CUSIP No. 97374210 13D Page 2 of 6
<TABLE>
<CAPTION>
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
CHATEAU COMMUNITIES, INC.
38-3132038
<S> <C> <C> <C>
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) <square>
(b) <square>
3. SEC USE ONLY
4. SOURCE OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
<square>
6. CITIZENSHIP OR PLACE OF ORGANIZATION
MARYLAND
7. SOLE VOTING POWER
NUMBER OF 20,323
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
OWNED BY 9. SOLE DISPOSITIVE POWER
20,323
EACH
REPORTING 10. SHARED DISPOSITIVE POWER
PERSON WITH
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,323
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
<square>
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.8%{*}
14. TYPE OF REPORTING PERSON
CO
</TABLE>
<PAGE>
SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
This Amendment No. 1, which relates to common shares of beneficial
interest, $.01 par value (the "Common Shares"), of Windsor Real Estate
Investment Trust 8, a California business trust (the "Issuer"), amends in its
entirety the statement on Schedule 13D originally filed with the Commission on
May 21, 1998 (as amended, the "Statement"). The Issuer's principal executive
offices are located at 6430 South Quebec Street, Englewood, Colorado 80111.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D is being filed by Chateau Communities, Inc., a Maryland
corporation ("Chateau"), which has elected to be taxed as a real estate
investment trust ("REIT"). Chateau is a publicly-held REIT and is the largest
owner/operator of manufactured home communities in the United States. Its
principal executive offices are located at 6430 South Quebec Street, Englewood,
Colorado 80111.
(a)-(c) The information provided in Schedule I hereto, which is an
excerpt from the Proxy Statement filed on April 7, 1998 by Chateau in
connection with its Annual Meeting held on May 21, 1998 (the "Proxy
Statement"), relating to the names, principal occupations and employment and
other related information concerning the directors and certain executive
officers of Chateau (the "Officers and Directors"), is hereby incorporated by
reference for this Item 2. The names and occupations of each of the Officers
and Directors are as set forth in Schedule I. The business address of each of
the Officers and Directors is c/o Chateau Communities, Inc., 6430 South Quebec
Street, Englewood, CO 80111.
(d)-(e) During the last five years, none of Chateau nor, to the best
knowledge of Chateau, any Officer or Director: (i) has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors), or
(ii) was 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 judgment, decree or final order enjoining further violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
(f) Each of the Officers and Directors is an American citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Effective May 11, 1998, Chateau completed an investment of approximate
$5.7 million in the Issuer (the "Investment"), consisting of a purchase of
19,339 Common Shares from the Issuer (at a price of $25 per Common Share) for
an aggregate price of $478,475 (the "Share Acquisition"), and the receipt by
Chateau of two promissory notes of the Issuer (the "Promissory Notes") with an
aggregate principal amount of $5,221,525. Chateau used its working capital to
make the Investment.
Previously, in September 1997, Chateau acquired all of the issued and
outstanding shares of capital stock of The Windsor Corporation, which is the
Issuer's advisor (the "Advisor"). The Advisor also beneficially owns 984
preferred shares of beneficial interest, par value $.01, of the Issuer (the
"Preferred Shares"). Chateau used its working capital and issued securities in
connection with the acquisition of The Windsor Corporation.
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<PAGE>
ITEM 4. PURPOSE OF TRANSACTION.
The Share Acquisition was engaged in to increase Chateau's equity interest
in the Issuer and to provide the Issuer with funds needed to effect an
acquisition of additional real property.
On May 14, 1998 the Issuer filed with the SEC a Preliminary Proxy
Statement seeking its shareholders' approval of the amendment and restatement
of the Declaration of Trust of the Issuer (the "Amended Declaration") and the
adoption of By-laws for the Issuer (the "Proposal"). The principal purposes of
Proposal are to convert the Issuer from a finite-life to an infinite-life
entity, and to remove various restrictions and limitations and other
requirements contained in the Declaration of Trust which are not typically
found in the more modern organizational documents of leading real estate
investment trusts. These include provisions that (i) restrict the types and
amounts of equity and debt securities that the Trust may issue and (ii) limit
the nature and types of investments that the Issuer may make. Under the
Declaration of Trust, no person or entity may own more than 9.8% of the issued
and outstanding shares of the Issuer (the "Ownership Limitations"). Under the
proposed Amended Declaration, Chateau would be exempt from the ownership
limitations contained in the Amended Declaration, and accordingly, would not be
limited in the number of shares of the Issuer it may acquire or hold. If the
Proposal is approved, upon approval by the independent trustees of the Issuer
(the "Independent Trustees"), it is expected that Chateau will purchase at
least an additional 130,000 Common Shares or Preferred Shares (or a combination
thereof) at a price per share to be determined by the Independent Trustees,
which in no event will be less than $25 per Common Share or $26.82 per
Preferred Share (the "Additional Investment"), which would give Chateau an
aggregate 45% equity ownership interest in the Issuer. It is expected that the
consideration to be paid by Chateau in connection with the Additional
Investment will be in the form of cancellation of all or a part of the
indebtedness of the Issuer under the Promissory Notes. Chateau has advised the
Issuer that upon the making of the Additional Investment, it intends to
announce that the Issuer will be a primary vehicle through which Chateau will
make investments in manufactured home communities that do not fit the core
asset type typical of the existing Chateau portfolio of properties, which is
characterized by large, stable, institutional-quality, fully-amenitized
properties. If Chateau makes the Additional Investment, it expects that it
will maintain ownership of up to 45% of the outstanding shares of beneficial
interest in the Issuer, for at least two years following the adoption of the
Proposal. It is anticipated that additional investments by Chateau in the
Issuer in the future will be on substantially the same terms as investments by
unaffiliated third parties involved in any such investment or, if such third
parties are not involved, on such terms as the Independent Trustees shall
determine.
If the Proposal is not approved, Chateau (i) will remain subject to the
current Ownership Limitations, (ii) will not make the Additional Investment,
and (iii) may seek to dispose of the shares of the Issuer currently held by it.
Chateau anticipates that it will from time to time re-evaluate its
investment in the Issuer, and depending upon its view of the then current and
future business, financial condition and prospects of the Issuer, market
conditions and such other factors as Chateau may deem material to its
investment decision, Chateau may (i) subject to applicable legal requirements,
seek to purchase additional shares of the Issuer from the Issuer, on the open
market, or in private transactions, or by any other permissible means, (ii)
dispose of all or a portion of the shares of the Issuer that it presently owns
or hereafter may acquire, or (iii) seek to effect other transactions with the
Issuer.
Except for the information disclosed above in this Item 4, none of (a) through
(j) applies.
4
<PAGE>
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) As of the date of this Schedule 13-D, Chateau is the direct
record and beneficial owner of 19,339 Common Shares (the "Owned Common
Shares"). The Windsor Corporation, a wholly-owned subsidiary of Chateau, owns
984 Preferred Shares of the Issuer (the "Owned Preferred Shares"). The Owned
Common Shares and Owned Preferred Shares (together, the "Owned Shares")
constitute in the aggregate 9.8% of the Issuer's outstanding shares. Chateau,
as a direct owner of the Owned Common Shares, and as the sole shareholder of
The Windsor Corporation, the direct owner of the Owned Preferred Shares, has
the sole voting and dispositive powers with respect to the Owned Shares. With
certain limited exceptions, the Common Shares and Preferred Shares vote as a
single class on all matters submitted to shareholders. The Owned Common Shares
constitute 18.9% of the outstanding Common Shares of the Issuer.
(c) Other than the Share Acquisition described in Item 4 above,
Chateau has not effected any transactions in the Common Shares or Preferred
Shares during the 60 days prior to May 11, 1998.
(d) No other person has the right to receive, or the power to
direct receipt of, ordinary cash dividends from, or the proceeds from the sale
of, the Owned Common Shares or Owned Preferred Shares.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
In March 1998, Chateau entered into an investment agreement with the
Issuer (the "Investment Agreement") providing among other things for: (i) the
immediate investment by Chateau in the Issuer of $5.7 million in cash and (ii)
the future issuance to Chateau by the Issuer, within 90 days of the date of the
Chateau Investment, of (A) such number of Common Shares at $25 per share as the
Issuer may determine in its discretion, and (B) one or more promissory notes in
an aggregate principal amount equal to the difference between (x) $5.7 million,
and (y) the value of the Common Shares issued pursuant to (A) above (based on a
value of $25 per Common Share). Pursuant to the Investment Agreement, on May
11, 1998, the Issuer issued to Chateau (i) 19,339 Common Shares having an
aggregate value of $478,475 and (ii) the Promissory Notes. See Items 3 and 4
above for additional details.
Except as described in this Item 6 and Item 4 above, there are no
contracts, arrangements or other understandings between the Issuer and Chateau
relating to securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 7.1 Investment Agreement by and between Windsor Real Estate
Investment Trust 8 and Chateau Communities, Inc. (to be filed by
Amendment).
5
<PAGE>
**FOOTNOTES**
{*} Percentage is for Common Shares of beneficial interest, and Preferred
Shares of beneficial interest, considered as a single class. With
certain limited exceptions, the Common Shares and Preferred Shares vote
as a single class on all matters submitted to shareholders. The Common
Shares owned by the reporting person constitute 18.9% of the outstanding
Common Shares of the Issuer.
<PAGE>
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: JUNE 5, 1998
CHATEAU COMMUNITIES, INC.
By: /S/ TAMARA D. FISCHER
Name: TAMARA D. FISCHER
Title: CHIEF FINANCIAL OFFICER
6
<PAGE>
SCHEDULE I
EXCERPT FROM PROXY STATEMENT DATED APRIL 7, 1998 OF
CHATEAU COMMUNITIES, INC.
PROPOSAL I -- ELECTION OF DIRECTORS
The directors of the Company are divided into three classes, and one class
is elected at each Annual Meeting of the Stockholders for a term of three
years. The terms of the Class II directors expire at the 1998 Annual Meeting.
They have been nominated for an additional term to expire at the 2001 Annual
Meeting of Stockholders. The terms of the other two classes of directors
expire at the 1999 Annual Meeting (Class III) and the 2000 Annual Meeting
(Class I).
NOMINEES FOR ELECTION AS CLASS II DIRECTORS
The following information is furnished regarding the nominees for election
as Class II directors (who serve until the Annual Meeting of the Stockholders
to be held in 2001 or until their respective successors are elected and
qualified):
C.G. ("Jeff") Kellogg, 54, has been President and a director of the
Company since its inception, and was Chief Executive Officer of the Company
from its inception to February 1997. For the five years preceding the
formation of the Company, Mr. Kellogg was President and Chief Operating Officer
of Chateau Estates. He is extremely active in local and national industry
associations, often in leadership positions. Mr. Kellogg is a past President
of the Michigan Manufactured Housing Association and served on the Manufactured
Housing Institute's Community Operations Committee. He is a graduate of
Michigan Technological University with a B.S. in Civil Engineering. Mr.
Kellogg is the husband of Tamara D. Fischer, who is the Company's Executive
Vice President and Chief Financial Officer.
Edward R. Allen, 57, has served as a director of the Company since 1993.
He was, for the five years preceding the formation of the Company, Chairman and
Chief Executive Officer of InterCoastal Communities, Inc., a Florida
corporation which was engaged in operating seven manufactured home communities
in Florida. Prior to joining InterCoastal, Mr. Allen developed a chain of
steak houses which he and his partner sold in 1977 to Green Giant Corporation.
He remained as President for two years, and expanded the chain nearly doubling
the number of restaurants. Mr. Allen is a graduate of Cornell University.
James M. Hankins, 63, served as a director of ROC Communities, Inc.
("ROC") from August 1993 until ROC's merger with the Company on February 11,
1997 (the "Merger"). Since the Merger, he has served as a director of the
Company. He is managing general partner of a partnership which owns and
operates destination RV resorts in Arizona. Prior to organizing the
partnership in 1985, Mr. Hankins was a founder of Mobile Home Communities, Inc.
in 1969, and served as President and Chief Executive Officer from 1973 to 1984.
He holds a B.S. from the University of South Carolina and an MBA from Harvard
University, and has served as a Captain in the United States Air Force.
Donald E. Miller, 67, served a s a director of ROC from August 1993 to
February 1997, and has served as a director of the Company since February 1997.
In May 1994, Mr. Miller was appointed Vice Chairman of the Board of Directors
of The Gates Corporation. Form 1987 to May 1994, he was President, Chief
Operating Officer and director of The Gates Corporation and The Gates Rubber
Company, which engage in the production and manufacture of rubber products,
primarily for automotive needs. Mr. Miller is a graduate of the Colorado
School of Mines.
7
<PAGE>
CONTINUING CLASS I DIRECTORS
The following information is furnished regarding the continuing Class I
directors (who serve until the Annual Meeting of the Stockholders to be held in
2000 or until their respective successors are elected and qualified):
Gary P. McDaniel, 52, has been Chief Executive Officer and a director of
the Company since February 1997. He served as the Chairman of the Board,
President and Chief Executive Officer of ROC since 1993 and had been a
principal of ROC's predecessors since 1979. He has been active in the
manufactured home industry since 1972. He is a Trustee of Windsor Real Estate
Investment Trust 8. Mr. McDaniel has been active in several state and national
manufactured home associations, including associations in Florida and Colorado.
In 1996, he was named "Industry Person of the Year" by the National
Manufactured Housing Industry Association. Mr. McDaniel is on the Board of
Directors of the Manufactured Housing Institute. He is a graduate of the
University of Wyoming and served as a Captain in the United States Air Force.
Gebran S. Anton, Jr., 65, first became a director of the Company in 1993.
He is the owner of Gebran Anton Development Co. and Anton, Zorn & Associates,
Inc., a commercial and industrial real estate broker and former owner of
Anton's, a men's retail chain. He is an incorporator and Director of Community
Central Bank, and a former Chairman of the Board for First National Bank, St.
Joseph Hospital, and Downtown Development Committee.
James M. Lane, 68, first became a director of the Company in 1993. He
retired as the Senior Vice President and Chief Investment Officer of the
Investment Management Division, NBD Bank, Detroit, where he served for
approximately thirteen years. Mr. Lane was associated with the Chase Manhattan
Corporation from 1953 to 1978, attaining the position of Executive Vice
President while also serving as President and Chief Executive Officer of Chase
Investors Management Corporation. He has a B.A. degree in economics from
Wheaton College and an MBA in finance from the University of Chicago.
Rhonda G. Hogan, 45, has served as director of the Company since March
1997. Ms. Hogan is presently a partner of Tishman Speyer Properties. She
recently served on the Board of Directors and as President of The Water Club
Condominium Association, Inc. and is on the Silver Council of the Urban Land
Institute. In addition, she served on the Board of Directors of Barnett Bank
of South Florida, N.A. from 1986 to 1996. Ms. Hogan has also served or
currently serves on several other Boards of Directors and as a member of
several councils or institutes, including appointments to State Boards by the
Governor and Cabinet of the State of Florida. Ms. Hogan received her B.B.A.
from the University of Iowa.
CONTINUING CLASS III DIRECTORS
The following information is furnished regarding the continuing Class III
directors (who serve until the Annual Meeting of the Stockholders to be held in
1999 or until their respective successors are elected and qualified):
John A. Boll, 68, has been Chairman of the Board of Directors of the
Company since its inception in 1993. Prior to the formation of the Company,
Mr. Boll was the co-founder, partner and Chief Executive Officer of Chateau
Estates, which was formed in 1966. He was inducted in the MH/RV Hall of Fame
in 1992 for his outstanding contributions to the manufactured housing industry.
Mr. Boll was appointed by the Governor of the State of Michigan to become the
8
<PAGE>
first Chairman of the Michigan Mobile Home Commission, which is the principal
Michigan authority regulating manufactured housing, a position he held for six
years.
James L. Clayton, 64, served as a director of ROC from August 1993 until
February 1997 and as a director of the Company since February 1997. He is the
founder, and since 1966 has been the Chairman of the Board and Chief Executive
Officer of, Clayton Homes, Inc., ("Clayton Homes") a company which owns and
operates manufactured home factories, sales centers, financing and insurance
units and communities (NYSE: CMH). Mr. Clayton is a director of Dollar General
Stores and Chairman of the Board of BankFirst. In 1992, Mr. Clayton was
inducted into the MH/RV Hall of Fame. Mr. Clayton received an undergraduate
degree in electrical engineering and a law degree from the University of
Tennessee.
Steven G. Davis, 48, has served as a director of the Company since
February 1997. He is currently the owner of East Silent Advisors, a real
estate consulting firm. He served as Chief Financial Officer, Executive Vice
President and a director of ROC from 1993 to 1997. From 1990 to 1993, Mr.
Davis served as an officer and director of The Windsor Group, an owner/operator
of 42 manufactured home communities, and, from 1991 through March 1993, as that
company's President. Mr. Davis served as a director of ASR Investments, a REIT
owning apartments in the Southwest, and is currently on the advisory boards of
Arlen Capital Advisors and Leroc Partners, Inc. Mr. Davis is a Certified
Public Accountant and is a graduate of the University of San Diego.
REQUIRED VOTE AND RECOMMENDATION
Proxies will be voted for the election of all persons nominated to be a
director above unless contrary instructions are set forth on the proxy. In the
event any nominee should become unable or unwilling to serve as a director,
which the Board of Directors does not expect, the person named in the
accompanying proxy will vote for such nominee, if any, as may be recommended by
the Board of Directors.
Directors are elected by a plurality of the votes cast by the holders of
Common Stock. The individuals who receive the largest number of votes cast,
assuming presence of a quorum at the Annual Meeting, are elected as directors;
therefore, if a quorum is present, any shares not voted (whether due to
abstention or broker non-vote) do not affect the election of directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE NOMINEES.
EXECUTIVE OFFICERS OF THE COMPANY
The following information is presented with respect to the current
executive officers of the Company:
Gary P. McDaniel is the Chief Executive Officer and a director of the
Company. Biographical information of Mr. McDaniel may be found under "PROPOSAL
I -- ELECTION OF DIRECTORS -- continuing as Class I Directors," above.
C.G. ("Jeff") Kellogg is President and a director of the Company.
Biographical information on Mr. Kellogg may be found under "PROPOSAL I --
ELECTION OF DIRECTORS -- Continuing Nominees for election as Class II
Directors," above.
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<PAGE>
James B. Grange, 41, is Chief Operating Officer of the Company, having
served in such capacity since February 1997. He served as Executive Vice
President and Chief Operating Officer of ROC from 1993 to February 1997. Mr.
Grange served as Executive Vice President, Chief Operating Officer and a
director for ROC's predecessors from 1986 to 1993. He is currently active in
The Manufactured Housing Institute. Mr. Grange is a graduate of the University
of Montana.
Tamara D. Fischer, 42, is Executive Vice President, Chief Financial
Officer of the Company, having served in these roles since the Company's
formation. Prior to joining the Company, Ms. Fischer was employed by Coopers &
Lybrand for 11 years. Ms. Fischer is a CPA and a graduate of Case Western
Reserve University. Ms. Fischer is the wife of Mr. Kellogg who is the
President and a Director of the Company.
Rees F. Davis, Jr., 39, is Executive Vice President-Acquisitions of the
Company, having served in such capacity since February 1997. He served as
Executive Vice President of Acquisitions and Sales for ROC from 1993 to
February 1997. Prior to that, Mr. Davis previously served as Vice President of
Acquisitions and Sales and a director for ROC's predecessors since 1986. Mr.
Davis is a two-term past officer of the Colorado Manufactured Housing
Association. He is also an active member of The Manufactured Housing
Institute. Mr. Davis is a graduate of Colorado State University.
10
