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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
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CHATEAU PROPERTIES, INC.
(Name of Issuer)
COMMON STOCK
PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
161739107
(Cusip Number)
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GARY P. MCDANIEL
PRESIDENT AND CHIEF EXECUTIVE OFFICER
ROC 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 L. BERNSTEIN, ESQ.
ROGERS & WELLS
200 PARK AVENUE
NEW YORK, NEW YORK 10166
(212) 878-8000
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SEPTEMBER 17, 1996
(Date of event which requires filing of this statement)
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/ / Check box if the filing person has previously filed a statement on Schedule
13G 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 box if a fee is being paid with the statement.
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AMENDMENT NO. 1 TO SCHEDULE 13D
This Amendment No. 1, which relates to the common stock, par value $.01 per
share ("Shares"), of Chateau Properties, Inc. ("Chateau") and is being filed by
ROC Communities, Inc. ("ROC"), supplements and amends the Statement on Schedule
13D relating to the Shares originally filed by ROC with the Commission on July
29, 1996 (the "Original Statement"). Capitalized terms used but not defined
herein have the meanings ascribed to them in the Original Statement.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
ROC presently anticipates that if it purchases any Chateau Common Stock (as
defined in Item 5) as it is now permitted to do to a limited extent (see Item
5), ROC would fund any such purchase from working capital or other sources,
which could include borrowings.
ITEM 4. PURPOSE OF THE TRANSACTION.
On September 18, 1996, ROC announced that it had entered into an Amended
and Restated Agreement and Plan of Merger (the "Amended Merger Agreement"),
dated as of September 17, 1996, among ROC, Chateau, and RSub, which
contemplates a strategic business combination transaction pursuant to which
RSub will merge with ROC, with ROC surviving the merger (the "Merger").
As a result of the Merger, each outstanding share of common stock, par
value $.01 per share, of ROC ("ROC Common Stock") and each outstanding share of
non-voting redeemable stock, par value $.01 per share, of ROC ("ROC Non-Voting
Stock") will be converted into 1.042 shares of common stock, par value $.01 per
share, of Chateau ("Chateau Common Stock"). The Amended Merger Agreement
provides that Chateau will declare and pay a stock dividend on the Chateau
Common Stock equal to 3.16% (in the aggregate) of the outstanding Chateau Common
Stock (on a fully diluted basis) to securityholders of record immediately prior
to the effective time of the Merger. The dividend will be declared prior to,
but is contingent upon, the consummation of the Merger. The Merger is subject
to a number of conditions, as described in the Amended Merger Agreement.
In connection with the execution of the Amended Merger Agreement, Chateau
has agreed to waive in part the provisions of a standstill agreement applicable
to ROC, and, as a result, ROC is permitted to purchase up to 7% of the
outstanding shares of Chateau Common Stock. However, ROC has not made any
determination at this time as to the number of shares of Chateau Common Stock it
will purchase pursuant to such right, or whether ROC will purchase any such
shares. Pursuant to such waiver, ROC has agreed to vote all shares of Chateau
Common Stock owned by ROC in favor of the Merger.
Effective upon consummation of the Merger, two of Chateau's seven directors
will resign and the size of Chateau's board of directors will be increased by
three directors to a total of ten directors, and ROC will have the right to
appoint five of those ten directors.
In connection with the execution of the Amended Merger Agreement, ROC also
entered into (i) a First Amendment, dated as of September 17, 1996, to the Stock
Option Agreement between ROC and Chateau, and (ii) a First Amendment, dated as
of September 17, 1996, to the Agreement and Irrevocable Proxy among C.G.
Kellogg, Tamara D. Fischer, John A. Boll and ROC, in each case in order to make
certain technical and conforming amendments.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The information set forth above under Item 5 is incorporated in this Item 6
by reference as if fully set forth herein.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 7.3 Amended and Restated Agreement and Plan of Merger, dated as
of September 17, 1996, among ROC Communities, Inc., Chateau
Properties, Inc. and R Acquisition Sub, Inc. (incorporated
by reference to Exhibit 7.1 to ROC's Current Report on Form
8-K dated September 20, 1996).
Exhibit 7.4 First Amendment, dated as of September 17, 1996, to the
Stock Option Agreement between Chateau Properties, Inc., as
issuer, and ROC Communities, Inc., as grantee (incorporated
by reference to Exhibit 7.2 to ROC's Current Report on Form
8-K dated September 20, 1996).
Exhibit 7.5 First Amendment, dated as of September 17, 1996, to the
Agreement and Irrevocable Proxy by and between C.G. Kellogg,
Tamara D. Fischer and John A. Boll and ROC Communities, Inc.
(incorporated by reference to Exhibit 7.3 to ROC's Current
Report on Form 8-K dated September 20, 1996).
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SIGNATURE
After due 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: September 20, 1996
ROC COMMUNITIES, INC.
By: /s/ GARY P. MCDANIEL
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Gary P. McDaniel
President and Chief Executive Officer
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