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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-1/A-5
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
(Amendment No. 5)
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CHATEAU PROPERTIES, INC.
(Name of Subject Company)
MHC OPERATING LIMITED PARTNERSHIP
MANUFACTURED HOME COMMUNITIES, INC.
(Bidder)
Common Stock
(Title of Class of Securities)
161739 10
(CUSIP Number of Class of Securities)
Ellen Kelleher
Senior Vice President and General Counsel
Manufactured Home Communities, Inc.
Suite 800
Two North Riverside Plaza
Chicago, Illinois 60606
(312) 474-1122
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidder)
with a copy to:
Edward J. Schneidman
Edward S. Best
Mayer, Brown & Platt
190 South LaSalle Street
Chicago, Illinois 60603
(312) 782-0600
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1. Name of Reporting Person: MHC Operating Limited Partnership
Manufactured Home Communities, Inc.
S.S. or I.R.S. Identification No. of Above Persons: 36-3853565
36-3857664
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2. Check the Appropriate Box if a Member of a Group: (a) /X/
(b) / /
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3. SEC Use Only:
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4. Sources of Funds: BK
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5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(e) or 2(f): / /
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6. Citizenship or Place of Organization: Illinois
Maryland
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7. Aggregate Amount Beneficially Owned by Each Reporting Person: 127,010
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8. Check if the Aggregate in Row (7) Excludes Certain Shares: / /
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9. Percent of Class Represented by Amount in Row (7): 2%
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10. Type of Reporting Person: PN
CO
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This Statement constitutes Amendment No. 5 to the Tender Offer Statement
on Schedule 14D-1 originally filed on September 4, 1996 by MHC Operating
Limited Partnership, an Illinois limited partnership ("Purchaser"), the sole
general partner of which is Manufactured Home Communities, Inc., a Maryland
corporation ("MHC"), and MHC, relating to the offer by Purchaser to purchase
all outstanding shares of common stock, $.01 par value per share (the
"Shares"), of Chateau Properties, Inc., a Maryland corporation (the
"Company"), at a price of $26.00 per Share, net to the seller in cash, upon
the terms and subject to the conditions set forth in the Offer to Purchase,
dated September 4, 1996 (the "Offer to Purchase") and in the related Letter of
Transmittal. Capitalized terms not defined herein shall have the meanings
assigned thereto in the Offer to Purchase.
1. Item 7 is hereby amended by the following:
Pursuant to the Introduction and Section 12 of the Offer to Purchase,
Purchaser, notwithstanding any other term of the Offer, is not required to
accept for payment or pay for any Shares not theretofore accepted for payment
or paid for, and may terminate or amend the Offer as to such Shares, if, at
any time on or after the date of the Offer and before the acceptance of such
Shares for payment or the payment therefor, any of certain listed conditions
exist. These conditions include, but are not limited to, Purchaser being
satisfied, in its sole judgment, that after consummation of the Offer (i) the
restrictions contained in the Maryland Business Combination Law will not apply
to the Proposed Merger, and (ii) none of the Shares acquired by Purchaser
shall be deemed "Excess Stock" under the Company's Articles. These conditions
have not been satisfied because the Company's Board of Directors, despite
MHC's repeated requests, has refused to adopt resolutions approving or
exempting from the Maryland Business Combination Law a business combination
between the Company and Purchaser or any of its affiliates, and agreeing with
Purchaser's and MHC's interpretation of the Ownership Limit and Excess Stock
provisions of the Company's Articles. Therefore, in accordance with the
Introduction, Section 1 ("Terms of the Offer; Extension of Tender Period;
Termination; Amendment") and Section 12 ("Certain Conditions of the Offer") of
the Offer to Purchase, Purchaser has exercised its right to terminate the
Offer, effective at 12:00 midnight, New York City Time on November 6, 1996,
and, accordingly, will not accept for payment, or purchase, any Shares,
pursuant to the Offer.
2. Item 10 is hereby amended to add the following:
ITEM 10. ADDITIONAL INFORMATION.
(f) On November 7, 1996, MHC issued a press release stating:
MHC REMAINS COMMITTED TO CHATEAU TRANSACTION
Announces Revised Terms, Terminates Tender Offer
CHICAGO, IL NOVEMBER 7, 1996 - Manufactured Home Communities, Inc.
(NYSE:MHC) announced today that Samuel Zell, MHC's Chairman, sent a letter to
John Boll, Chairman of Chateau Properties, Inc. (NYSE:CPJ), which outlined a
revised proposal intended to facilitate the merger of MHC and Chateau. The
revised proposal offers Chateau shareholders and Operating Partnership (OP)
Unit holders $26 cash or a convertible preferred security designed to address
the needs of Chateau OP Unit holders and featuring the following benefits:
. Long-term tax deferral
. Higher current income
. Participation in long-term value creation
. Downside protection
The convertible preferred security is valued at $26 by MHC's financial
advisors, J.P. Morgan Securities Inc.
In addition to restructuring the proposal, MHC terminated its tender
offer for Chateau common stock and withdrew its request for a preliminary
injunction hearing.
"Shareholder value cannot be created in a court of law," Mr. Zell said.
"MHC's revised proposal creates an opportunity for all parties to benefit from
their association with the dominant owner and operator in the industry, with
superior financial strength and the respect of the investment community."
Mr. Zell added that the proposed Chateau/ROC Communities, Inc. (NYSE:RCI)
merger faces significant obstacles and that MHC's offer is the best
alternative for Chateau shareholders and OP Unit holders.
David Helfand, President and Chief Executive Officer of MHC said, "The
structure of our revised offer is evidence of MHC's willingness to tailor this
transaction for the mutual benefit of all involved."
MHC is the largest owner and operator of manufactured housing communities
in the country. Nationwide, MHC owns or has controlling interest in 69 quality
communities in 19 states, consisting of 27,349 sites. MHC is a self-
administered, self-managed equity real estate investment trust (REIT), with
headquarters in Chicago.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
99(a)(16) Text of Press Release, dated November 7, 1996, issued by
Manufactured Home Communities, Inc.
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SIGNATURES
After due inquiry and to the best of our knowledge and belief, we certify
that the information set forth in this statement is true, complete and
correct.
Dated: November 7, 1996 MHC OPERATING LIMITED PARTNERSHIP
By: Manufactured Home Communities, Inc.,
its General Partner
By: /s/ DAVID A. HELFAND
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Name: David A. Helfand
Title: President and Chief
Executive Officer
MANUFACTURED HOME COMMUNITIES, INC.
By: /s/ DAVID A. HELFAND
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Name: David A. Helfand
Title: President and Chief
Executive Officer
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EXHIBIT INDEX
99 (a)(16) Text of Press Release, dated November 7, 1996,
issued by Manufactured Home Communities, Inc.
Exhibit 99(a)(16)
MHC REMAINS COMMITTED TO CHATEAU TRANSACTION
Announces Revised Terms, Terminates Tender Offer
CHICAGO, IL NOVEMBER 7, 1996 - Manufactured Home Communities, Inc.
(NYSE:MHC) announced today that Samuel Zell, MHC's Chairman, sent a letter to
John Boll, Chairman of Chateau Properties, Inc. (NYSE:CPJ), which outlined a
revised proposal intended to facilitate the merger of MHC and Chateau. The
revised proposal offers Chateau shareholders and Operating Partnership (OP)
Unit holders $26 cash or a convertible preferred security designed to address
the needs of Chateau OP Unit holders and featuring the following benefits:
. Long-term tax deferral
. Higher current income
. Participation in long-term value creation
. Downside protection
The convertible preferred security is valued at $26 by MHC's financial
advisors, J.P. Morgan Securities Inc.
In addition to restructuring the proposal, MHC terminated its tender
offer for Chateau common stock and withdrew its request for a preliminary
injunction hearing.
"Shareholder value cannot be created in a court of law," Mr. Zell said.
"MHC's revised proposal creates an opportunity for all parties to benefit from
their association with the dominant owner and operator in the industry, with
superior financial strength and the respect of the investment community."
Mr. Zell added that the proposed Chateau/ROC Communities, Inc. (NYSE:RCI)
merger faces significant obstacles and that MHC's offer is the best
alternative for Chateau shareholders and OP Unit holders.
David Helfand, President and Chief Executive Officer of MHC said, "The
structure of our revised offer is evidence of MHC's willingness to tailor this
transaction for the mutual benefit of all involved."
MHC is the largest owner and operator of manufactured housing communities
in the country. Nationwide, MHC owns or has controlling interest in 69 quality
communities in 19 states, consisting of 27,349 sites. MHC is a self-
administered, self-managed equity real estate investment trust (REIT), with
headquarters in Chicago.
