SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9/A-4
(Amendment No. 4)
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
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CHATEAU PROPERTIES, INC.
(NAME OF SUBJECT COMPANY)
CHATEAU PROPERTIES, INC.
(NAME OF PERSON(S) FILING STATEMENT)
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COMMON STOCK, $.01 PAR VALUE PER SHARE
(TITLE OF CLASS OF SECURITIES)
161739 10
(CUSIP NUMBER OF CLASS SECURITIES)
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C. G. Kellogg
President and Chief Executive Officer
Chateau Properties, Inc.
19500 Hall Road
Clinton Township, MI 48038
(810) 286-3600
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF THE
PERSON(S) FILING STATEMENT)
COPIES TO:
Arthur Fleischer, Jr., Esq.
Peter Golden, Esq.
Fried, Frank, Harris, Shriver & Jacobson
One New York Plaza
New York, New York 10004
(212) 859-8000
Henry J. Brennan, III, Esq.
Charles W. Royer, Esq.
Timmis & Inman L.L.P.
300 Talon Centre
Detroit, MI 48207
(313) 396-4200
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This Amendment No. 4 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 (as amended, the
"Schedule 14D-9") originally filed with the Securities and Exchange Commission
(the "SEC") on September 18, 1996 by Chateau Properties, Inc., a Maryland
corporation (the "Company"), relating to the offer by MHC Operating
Limited Partnership, an Illinois limited partnership ("MHC OP"), the sole
general partner of which is Manufactured Home Communities, Inc., a
Maryland corporation ("MHC"), to purchase all outstanding shares of
common stock, $.01 par value per share (the "Shares"), of the Company,
at a price of $26.00 per Share, net to the seller in cash. Capitalized
terms used but not defined herein have the meanings previously set
forth in the Schedule 14D-9.
1. ITEM 9. MATERIALS TO BE FILED AS EXHIBITS
Item 9 is hereby amended by adding the following
exhibits:
Exhibit 99.14 Text of Press Release dated October 3, 1996
issued by the Company.
<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.
By: /s/ C.G. Kellogg
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Name: C.G. Kellogg
Title: President and Chief Executive Officer
Dated: October 3, 1996
<PAGE>
EXHIBIT INDEX
Exhibit 99.14 Text of Press Release dated October 3, 1996
issued by the Company.
Exhibit 99.14
FOR IMMEDIATE RELEASE
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CHATEAU PROPERTIES RESPONDS TO LETTER FROM MHC
CLINTON TOWNSHIP, MICHIGAN, OCTOBER 3, 1996 -- Chateau Properties, Inc.
(NYSE:CPJ) today responded to the letter it received yesterday from the
Chairman of Manufactured Home Communities (NYSE:MHC), Sam Zell. The full text
of Chateau's response follows:
October 3, 1996
Mr. Samuel Zell
Chairman of the Board
Manufactured Home Communities, Inc.
Two North Riverside Plaza
Chicago, Illinois 60606
Dear Mr. Zell:
The Board of Directors of Chateau Properties, Inc. has carefully considered
your letter of October 2, 1996. The Board has reaffirmed its commitment to the
strategic combination with ROC Communities, Inc. As we have observed, the
Board believes that this combination offers attractive financial and
operational benefits to the stockholders of both companies and represents the
best path to long-term enterprise value. These two companies have highly
complementary business plans and management philosophies.
In light of its conclusion that the combination with ROC is a clearly superior
alternative to a sale of Chateau to MHC pursuant to the MHC offer, the Board
also determined that it would not be appropriate to enter into discussions
with you.
Sincerely,
John A, Boll
Chairman of the Board
Chateau Properties, Inc.
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