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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. 3)
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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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OCTOBER 16, 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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CUSIP No. 161739107 13D Page 2
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
ROC COMMUNITIES, INC.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
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3. SEC USE ONLY
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4. SOURCES OF FUNDS
BK
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) OR 2(e)
/ /
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
MARYLAND
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7. SOLE VOTING POWER
NUMBER OF
797,115*
SHARES -------------------------------------------------------
8. SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY -------------------------------------------------------
9. SOLE DISPOSITIVE POWER
EACH
770,000**
REPORTING -------------------------------------------------------
10. SHARED DISPOSITIVE POWER
PERSON WITH
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
797,115*
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
/ /
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.2%
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14. TYPE OF REPORTING PERSON
CO
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* Beneficial ownership as to 447,115 of such Shares is disclaimed.
** Beneficial ownership as to 420,000 of such Shares is disclaimed.
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AMENDMENT NO. 3 TO SCHEDULE 13D
This Amendment No. 3, 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, as amended by Amendment No. 1 thereto filed with the
Commission on September 20, 1996 and Amendment No. 2 thereto
filed with the Commission on October 16, 1996 (as amended, the
"Statement"). Capitalized terms used but not defined herein have
the meanings ascribed to them in the Statement.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
ROC used funds it borrowed from First Chicago pursuant to a
short-term loan arrangement to make the purchases of Shares
reported in Item 5 below. Such loan bears interest at an annual
rate equal to the 30-day LIBOR rate plus 150 basis points and is
repayable upon demand by First Chicago. ROC paid First Chicago a
fee equal to 0.25% of the principal amount of such loan.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) ROC may be deemed to beneficially own a total of
797,115 Shares, which represent approximately 12.2% of the total
Shares outstanding, although ROC continues to disclaim beneficial
ownership of 447,115 of those Shares. Such percentage is based
on 6,099,710 Shares actually outstanding, plus 420,000 Shares
subject to the Chateau Option which are deemed to be outstanding
pursuant to Rule 13d-3(d)(1) under the Securities Exchange Act of
1934, as amended.
(b)-(c) On October 16, 1996, ROC purchased a total of
231,300 Shares in the open market through the facilities of the
New York Stock Exchange. All such purchases were effected at a
purchase price of $25.50 per Share. ROC has sole voting and
dispositive power with respect to all such Shares. However, as
previously reported, ROC has agreed with Chateau to vote all such
Shares in favor of the Merger.
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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: October 17, 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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