SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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. )
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WINDSOR REAL ESTATE INVESTMENT TRUST 8
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
97374210
(CUSIP Number)
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TAMARA D. FISCHER
CHATEAU COMMUNITIES, INC.
6430 SOUTH QUEBEC STREET
ENGLEWOOD, COLORADO 80111
(303) 741-3707
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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COPY TO:
JAY BERNSTEIN, ESQ.
ROGERS & WELLS LLP
200 PARK AVENUE
NEW YORK, NEW YORK 10166
(212) 878-8000
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MAY 21, 1998
(Date of Event which Requires Filing of this Statement)
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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>
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(Continued on following pages)
(Page 1 of 5 Pages)
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<PAGE>
CUSIP No. 97374210 13D Page 2 of 5
<TABLE>
<CAPTION>
<S> <C> <C> <C>
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
CHATEAU COMMUNITIES INC.
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
UNITED STATES
7. SOLE VOTING POWER
NUMBER OF 20,323
SHARES 8. SHARED VOTING POWER
BENEFICIALLY
9. SOLE DISPOSITIVE POWER
OWNED BY
20,323
EACH
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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>
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SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
This Statement relates to shares of common stock (the "Common Shares"),
$0.01 par value per Share, of Windsor Real Estate Investment Trust 8, a
Californian business trust (the "Issuer"). 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., ("Chateau")
a Maryland real estate investment trust ("REIT").
The information provided in the Definitive Proxy Statement previously
filed by Chateau in connection with its Annual Meeting held on May 21, 1998 is
hereby incorporated by reference for this Item 2.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On May 11, 1998 Chateau acquired 19,139 Common Shares of the Issuer for a
purchase price of $25 per share (the "Acquisition") for a total amount of
$478,475. Chateau used its working capital for the Acquisition.
ITEM 4. PURPOSE OF TRANSACTION.
The Acquisition was performed to increase Chateau's equity interest in the
Issuer. In addition, it is expected that Chateau will soon purchase at least
an additional 130,000 Common or Preferred Shares. Upon such acquisition, the
Issuer will become the primary vehicle through which Chateau will realize a
full range of growth opportunities, including acquisition of additional proper-
ties, community expansion and, to a lesser extent, new community development
and redevelopment of existing communities. As of the date of this Schedule
13D, Chateau beneficially owns directly and indirectly 9.8% of the Issuer
voting stock.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) As of the date of this Schedule 13-D, Chateau directly and
through its wholly-owned subsidiary, The Windsor Corporation, advisor to the
Trust (the "Advisor"), is the record and beneficial owner of 19,339 shares of
Common Shares and 984 Shares of Preferred Shares, constituting in the aggregate
9.8% of the Issuer shares issued and outstanding. Chateau has the sole voting
and dispositive powers with respect to these shares.
(c) Other than the acquisition described in this subsection (c),
Chateau has not effected any transactions in the Common and Preferred Shares
during the 60 days prior to May 11, 1998.
(d) No other person other than Chateau has the right to receive, or
the power to direct receipt of, ordinary cash dividends from, or the proceeds
from the sale of, the Common and Preferred Shares of the Issuer owned by
Chateau.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
<PAGE>
Investment Manager Agreement entered between Chateau and the Issuer;
Advisory Agreement entered into between the Advisor and the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The Agreements listed in Item 6 above will be filed in a subsequent
Amendment to this Schedule 13-D.
<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: MAY 11, 1998
CHATEAU COMMUNITIES, INC.
By: /S/ TAMARA D. FISCHER
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Name: Tamara D. Fischer
Title: Chief Financial Officer
